Item 5. Other Information
Item 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of the officers or directors of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 6. EXHIBITS
The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.
2 - Agree ment and Plan of Merger, dated as of June 16, 2025, by and amo ng Commerce Bancshares, Inc. , CBI-Kansas, Inc., and FineMark Holdings, Inc. , were filed in current report on Form 8-K (Commission file number 1-36502) dated Ju n e 17, 2025, and the same is hereby inco r p orated by reference.
3 - Restated Articles of Incorporation, as amended through April 28, 2023.*
31.1 — Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 — Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 — Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 — Interactive data files in Inline XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*The Company is refiling this corrected version of the exhibit originally filed on May 4, 2023, as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, to correct a typographical error contained in the exhibit as originally filed. That error misstated the total amount of authorized Common Stock, part value $5 per share, as "192,000,000 shares" which it should have read "190,000,000 shares".
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Table of Contents
SIGNATURES
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 thereunto duly authorized.
C OMMERCE B ANCSHARES, I NC.
By /s/ MARGARET M. ROWE
Margaret M. Rowe
Date: August 6, 2025
Senior Vice President & Secretary
By /s/ PAUL A. STEINER
Paul A. Steiner
Controller
Date: August 6, 2025
(Chief Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.