and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Kevin G. Barth, Charles G. Kim: The company granted special RSUs to two named executive officers as part of succession planning.

Board of Directors Member — Mr. Benjamin F. Rassieur, III: Mr. Benjamin F. Rassieur, III retired from the Board of Directors due to mandatory retirement requirements.

Other Events On April 28, 2026, the Company issued a press release announcing the Board of Directors' authorization of an increase in the number of shares that may be repurchased through its share repurchase program. The Board authorized the Company to repurchase, in combination with the amount remaining from the prior authorization on October 31, 2025, up to 7,500,000 total shares of the Company’s common stock through its repurchase program. A copy of the press release announcing this share…

Corporate Controller and Chief Accounting Officer — Steven A. Brandjord: Mr. Brandjord was appointed as Corporate Controller and Chief Accounting Officer.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Corporate Controller and Chief Accounting Officer — Paul A. Steiner: Mr. Steiner resigned to pursue other opportunities, with an orderly transition and a named successor.

The filing details compensation arrangements and equity incentives for existing executives.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this

Other Events. As previously reported, on June 16, 2025, Commerce Bancshares, Inc., a Missouri corporation (“Commerce”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CBI-Kansas, Inc., a Kansas corporation and direct wholly owned subsidiary of Commerce (“CBI-Kansas”), and FineMark Holdings, Inc., a Florida corporation (“FineMark”), pursuant to which FineMark will merge with and into CBI-Kansas (the “Merger”), with CBI-Kansas continuing as the surviving corporation i…

Director — Alaina G. Maciá: The filing discloses the appointment of a new independent director to fill a vacancy created by a retirement, which is a standard board succession event rather than a loss of a senior executive officer.

Other Events On November 3, 2025, the Company issued a press release announcing the Board of Directors' approval of the repurchase, in combination with the amount remaining from the prior authorization on April 17, 2024, of up to 5,000,000 total shares of the Company’s common stock through its share repurchase program. A copy of the press release announcing this share repurchase program is filed as Exhibit 99.1 to this report and incorporated herein by reference. Exhibits 99.1 Press release d…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Director — Jonathan M. Kemper: The departure is a mandatory retirement of a long-serving director, which is an orderly and routine succession event rather than a sudden loss of a senior executive.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Entry into a Material Definitive Agreement. On June 16, 2025, Commerce Bancshares, Inc., a Missouri corporation (“Commerce”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CBI-Kansas, Inc., a Kansas corporation and direct wholly owned subsidiary of Commerce (“CBI-Kansas”), and FineMark Holdings, Inc., a Florida corporation (“FineMark”). The Merger Agreement provides that, upon the terms and conditions set forth therein, FineMark will merge with and into CBI-Kansas…

Director — Earl H. Devanny, III: The departure is a mandatory retirement of a board member, which is a routine and orderly succession event rather than a sudden loss of a senior executive.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

CEO — John W. Kemper: The filing discloses the approval of annual base salaries, cash bonuses, and equity awards for executive officers, which is a compensatory arrangement rather than a change in management personnel.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…

Other Events On April 18, 2024, the Company issued a press release announcing the Board of Directors's approval of the repurchase, in combination with the amount remaining from the prior authorization on April 20, 2022, of up to 5,000,000 total shares of the Company’s common stock through its share repurchase program. A copy of the press release announcing this share repurchase program is filed as Exhibit 99.1 to this report and incorporated herein by reference. Forward Looking Information Th…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended. All information included in this Current Report on Form 8-K is available on the Company’s…