コマースバンクシェアーズの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2025

Commerce Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Missouri

001-36502

43-0889454

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


1000 Walnut,
Kansas City,	MO	64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective October 31, 2025, the Board of Directors appointed Ms. Alaina G. Maciá as an independent member of the Board, to fill the vacancy created by the retirement of Mr. Jonathan M. Kemper. Ms. Maciá will serve Mr. Kemper's remaining term and position on the Board until 2027. In addition, Ms. Maciá will serve on the Compensation and Human Resources Committee. There are no arrangements or understandings between Ms. Maciá and any other person pursuant to which she was appointed to the Board, or transactions in which Ms. Maciá has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Maciá will participate in the standard compensation program for the Company's non-employee directors, described on pages 20 to 21 of the Company's definitive Proxy Statement for its 2025 annual meeting of shareholders (filed with the Securities and Exchange Commission on March 14, 2025), and her compensation will be prorated to reflect the commencement date of her service on the Board.

Alaina Maciá is the Chief Executive Officer of MTM Health, an organization providing non-emergency medical transportation to Medicaid and Medicare enrollees throughout the United States of America, operating in all fifty (50) states, providing over 35 million trips per year. Since 2005, she has led MTM Health's growth from $30 million in annual revenue to nearly $2 billion. Alaina holds a master’s degree in business administration and an undergraduate degree in biomedical engineering from Washington University in St. Louis (WashU). She is a member of the WashU School of Public Health National Council, the St. Louis Chapter of YPO (Young Presidents Council), the St. Louis Regional Business Council, and serves on the Washington University Board of Trustees, ISCO (Independent Stave Company) Advisory Board, and the Stupp Corporation Advisory Board.

Item 8.01 - 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 dated November 3, 2025 announcing approval of share repurchase program

104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			COMMERCE BANCSHARES, INC.
			By:			/s/ Paul A. Steiner
						Paul A. Steiner
						Controller (Chief Accounting Officer)

Date: November 4, 2025

EX-99.1 2 repurchaserelease11325.htm EX-99.1 repurchaserelease11325

FOR IMMEDIATE RELEASE For more information, please contact: Matt Burkemper (314) 746-7485 Matthew.Burkemper@CommerceBank.com Commerce Bancshares, Inc. Stock Repurchase Program KANSAS CITY, MO, November 3, 2025 - Commerce Bancshares, Inc. (NASDAQ – CBSH) announced that its Board of Directors approved 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. Repurchases under this program may be made from time to time through open market purchases, privately negotiated transactions or such other manners as will comply with applicable laws and regulations. Repurchases, if any, under the program will be made at the sole discretion of management, and the timing and actual number of shares repurchased will depend upon market pricing and conditions, business, legal, accounting and other considerations. The buyback program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to the exact number of shares that will be repurchased by the Company. The program may be suspended, modified or terminated by the Company at any time and for any reason, without prior notice. About Commerce Bancshares, Inc. With $32.3 billion in assets1, Commerce Bancshares, Inc. (NASDAQ: CBSH) is a regional bank holding company offering a full line of banking services through its subsidiaries, including payment solutions, investment management and securities brokerage. One of its subsidiaries, Commerce Bank, leverages 160 years of proven strength and experience to help individuals and businesses solve financial challenges. In addition to offering payment solutions across the U.S., Commerce Bank currently operates full-service banking facilities across the Midwest including the St. Louis and Kansas City metropolitan areas, Springfield, Central Missouri, Central Illinois, Wichita, Tulsa, Oklahoma City, and Denver. Beyond the Midwest, Commerce also maintains commercial offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids and wealth offices in Dallas, Houston and Naples. Commerce delivers high-touch service and sophisticated CBSH 1000 Walnut Street / Suite 700 / Kansas City, Missouri 64106 / 816.234.2000

financial solutions at regional branches, commercial and wealth offices, ATMs, online, mobile and through a 24/7 customer service line. Learn more at www.commercebank.com. 1As of September 30, 2025 Forward Looking Information This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions, and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. Additional information about risks and uncertainties is included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within the Company's Annual Report on Form 10-K.