17 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
21 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Information about the Company's Executive Officers” and under the captions “Proposal One - Election of the 2027 Class of Directors”, "Corporate Governance Guidelines and Code of Ethics", “Delinquent Section 16(a) Reports”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by reference.
+Added: The information required by Items 401, 405, 406 and 407(c)(3), (d)(4), (d)(5), and 408(b) of Regulation S-K regarding executive officers, directors, and corporate governance is included at the end of Part I of this Form 10-K under the caption “Information about the Company's Executive Officers” and under the captions “Proposal One - Nominee for Election to the 2027 Class of Directors", "Proposal Two - Nominees for Election to the 2028 Class of Directors”, "Corporate Governance Guidelines and Code of Ethics", “Delinquent Section 16(a) Reports”, “Audit and Risk Committee Report”, “Committees of the Board" and "Shareholder Proposals and Nominations" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2025, which is incorporated herein by reference.
The Company’s senior financial officer code of ethics for the chief executive officer and senior financial officers of the Company, including the chief financial officer, principal accounting officer or controller, or persons performing similar functions, is available on the Company's website at investor.commercebank.com/overview/corporate-governance.
Amendments to, and waivers of, the code of ethics are posted on this website.
+Added: The Company adopted a policy regarding insider trading that governs the purchase, sale, and other dispositions of the Company's securities by directors, officers, and employees of the Company, and by the Company itself, that is designed to promote awareness and compliance with insider trading laws, rules, regulations, and applicable Nasdaq listing standards.
+Added: The Company's Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
4 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
−Removed: The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Election of the 2027 Class of Directors”, “Corporate Governance - Director Independence”, and "Corporate Governance - Transactions with Related Persons" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 17, 2024, which is incorporated herein by reference.
+Added: The information required by Items 404 and 407(a) of Regulation S-K is covered under the captions “Proposal One - Nominee for Election to the 2027 Class of Directors", "Proposal Two - Nominees for Election to the 2028 Class of Directors”, “Corporate Governance - Director Independence”, and "Corporate Governance - Transactions with Related Persons" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2025, which is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
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3 —Articles of Incorporation and By-Laws:
−Removed: (1) Restated Articles of Incorporation, a s amended through A pril 28, 2023 , were filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated May 4, 2023 , and the same are hereby incorporated by reference.
−Removed: (2) By-Laws, as amended, were filed in annual report on Form 10-K (Commission file number 1-36502) dated February 25, 2020, and the same are hereby incorporated by reference.
+Added: (1) Restated Articles of Incorporation, as amended through April 28, 2023, were filed in quarterly report on Form 10-Q (Commission file number 1-36502) dated May 4, 2023, and the same are hereby incorporated by reference.
+Added: (2) By-Laws, as amended, were filed in current report on Form 8-K (Commission file number 1-36502) dated October 30, 2024 , and the same are hereby incorporated by reference.
(3) Termination of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of Commerce Bancshares, Inc.
3 unchanged sentences
(2) Description of Commerce Bancshares, Inc.
−Removed: registered securities.
+Added: registered securities was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 22, 2024, and the same is hereby incorporated by reference.
10 — Material Contracts (Except for the Development Services Agreement and associated Amendments to the Development Service Agreement listed below, each of the following is a management contract or compensatory plan arrangement):
13 unchanged sentences
(8) Commerce Bancshares, Inc.
−Removed: 202 4 Compensatory Arrangements with CEO and Named Executive Officers were filed in amended current report on Form 8-K (Commission file number 1-36502) dated February 6 , 202 4 , and the same is hereby incorporated by reference.
−Removed: ( 9 ) Commerce Bancshares, Inc.
−Removed: Amended and Restated Equity Incentive Plan, amended and restated as of April 19 , 202 3 , was filed in current report on Form 8-K (Commission file number 1-36502) dated A pril 25 , 202 3 , and the same is her eby inco r porated by reference.
−Removed: (10) Commerce Bancshares, Inc.
−Removed: Stock Appreciation Rights Agreement and Commerce Bancshares, Inc.
−Removed: Restricted Stock Award Agreement , pursuant to the 2005 Equity Incentive Plan, were filed in current report on Form 8-K (Commission file number 0-2989) dated February 23, 2006, and the same are hereby incorporated by reference.
+Added: 202 5 Compensatory Arrangements with CEO and Named Executive Officers were filed i n current report on Form 8-K (Commission file number 1-36502) dated January 31, 202 5 , and the same is hereby incorporated by reference.
(9) Commerce Bancshares, Inc.
−Removed: Stock Appreciation Rights Agreement , Commerce Bancshares, Inc.
−Removed: Restricted Stock Award Agreements for Executive Officers , and Commerce Bancshares, Inc.
−Removed: Restricted Stock Award Agreements for Employees other than Executive Officers , pursuant to the 2005 Equity Incentive Plan, were filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 6, 2013, and the same are hereby incorporated by reference.
+Added: Amended and Restated Equity Incentive Plan, amended and restated as of April 19, 2023, was filed in current report on Form 8-K (Commission file number 1-36502) dated April 25, 2023, and the same is hereby incorporated by reference.
( 10 ) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc.
6 unchanged sentences
2005 Equity Incentive Plan, was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 21, 2019, and the same is hereby incorporated by reference.
+Added: (14) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan.
+Added: (15) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Employees other than Executive Officers, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan.
+Added: (16) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for stock in lieu, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan.
+Added: (17) Form of Notice of Grant of Award and Award Agreement for Stock Appreciation Rights, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan.
+Added: 19 — Insider Trading Policy
21 — Subsidiaries of the Registrant
6 unchanged sentences
97 — Commerce Bancshares, Inc.
−Removed: Incentive Compensation Clawback Policy
+Added: Incentive Compensation Clawback Policy was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 22, 2024, and the same is hereby incorporated by reference.
101 — Interactive data files pursuant to Rule 405 of Regulation S-T:
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FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 22nd day of February 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 25th day of February 2025.
C OMMERCE B ANCSHARES , I NC .
1 unchanged sentence
Vice President & Secretary
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 22nd day of February 2024.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of February 2025.
Chief Executive Officer
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.