What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 152 added, 143 removed, 2686 unchanged (10% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Commerce Bancshares, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

33 unchanged sentences

The following are the primary procedures we performed to address the critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL estimates, including controls over the (1) development and approval of the collective ACL methodology, (2) performance monitoring of the collective ACL methodology and model, (3) identification and determination of the key factors and assumptions used to estimate the collective ACL, (4) development of qualitative adjustments, and (5) analysis of the collective ACL results, trends, and ratios.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL estimates, including controls over the (1) development and approval of the collective ACL methodology, (2) evaluation of conceptual soundness and performance of the ACL methodology and model, (3) identification and determination of the key factors and assumptions used to estimate the collective ACL, (4) development of qualitative adjustments, and (5) analysis of the collective ACL results, trends, and ratios.

We evaluated the Company’s process to develop the collective ACL results by testing certain sources of data, factors, and assumptions, and considered the relevance and reliability of such data, factors, and assumptions.

40 unchanged sentences

$ 32,915,089 $ 31,996,627

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

Non-interest bearing

14 unchanged sentences

Commerce Bancshares, Inc.

stockholders’ equity:

shareholders’ equity:

Common stock, $ 5 par value

Authorized 190,000,000 shares at December 31, 2024 and 190,000,000 shares at December 31, 2023;

Authorized 190,000,000 shares at both December 31, 2025 and December 31, 2024;

issued 138,588,701 shares at December 31, 2025 and 135,210,812 shares at December 31, 2024

6 unchanged sentences

Total Commerce Bancshares, Inc.

stockholders’ equity 3,309,881 2,944,116

shareholders’ equity 3,791,371 3,309,881

Non-controlling interest 23,401 22,594

31 unchanged sentences

Interest on other borrowings

20 38,594 470

Total interest expense

12 unchanged sentences

108,246 100,336 90,992

Capital market fees 19,776 14,100 14,231

Consumer brokerage services

22,051 18,141 17,223

Capital market fees 20,655 19,776 14,100

Loan fees and sales

62 unchanged sentences

Purchases of treasury stock ( 76,890 ) ( 76,890 )

Sale of non-controlling interest of subsidiary 54 ( 54 ) —

Cash dividends paid on common stock ($ .933 per share)

10 unchanged sentences

Purchases of treasury stock ( 171,407 ) ( 171,407 )

Sale of non-controlling interest of subsidiary 54 ( 54 ) —

Cash dividends paid on common stock ($ .980 per share)

92 unchanged sentences

$ 3,547,715 $ 3,375,992 $ 2,687,283

Income tax payments, net

$ 126,129 $ 130,957 $ 116,995

Interest paid on deposits and borrowings

10 unchanged sentences

Commerce Bancshares, Inc.

and its subsidiaries (the Company) conducts its principal activities from approximately 243 branch and ATM locations throughout Missouri, Kansas, Illinois, Oklahoma and Colorado.

and its subsidiaries (the Company) conducts its principal activities from approximately 236 branch and ATM locations, primarily throughout Missouri, Kansas, Illinois, Oklahoma and Colorado.

Principal activities include retail and commercial banking, investment management, securities brokerage, mortgage banking, trust, and private banking services.

99 unchanged sentences

Securities classified as available for sale are carried at fair value.

Changes in fair value are reported in other comprehensive income (loss), a component of stockholders’ equity.

Changes in fair value are reported in other comprehensive income (loss), a component of shareholders' equity.

Securities are periodically evaluated for credit losses in accordance with the guidance provided in Accounting Standards Codification (ASC) 326.

71 unchanged sentences

Intangible assets that have finite useful lives, such as core deposit intangibles and mortgage servicing rights, are amortized over their estimated useful lives.

Core deposit intangibles are generally amortized over periods of 8 to 14 years, representing their estimated lives, using accelerated methods.

Mortgage servicing rights are amortized in proportion to and over the period of

estimated net servicing income, considering appropriate prepayment assumptions.

Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable.

Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, considering appropriate prepayment assumptions.

Core deposit intangibles are reviewed for impairment

whenever events or changes in circumstances indicate their carrying amount may not be recoverable.

Impairment is indicated if the sum of the undiscounted estimated future net cash flows is less than the carrying value of the intangible asset.

12 unchanged sentences

State and local income tax returns are filed on a combined, consolidated or separate return basis based upon each jurisdiction’s laws and regulations.

The Company adopted ASU 2023-09 “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” for the year ended December 31, 2025.

The amendments required additional disclosures regarding the rate reconciliation and income taxes paid and adoption did not have a material impact on the Company’s financial statements.

The Company adopted this Update on a retrospective basis.

Additional information about current and deferred income taxes is provided in Note 9, Income Taxes.

118 unchanged sentences

Key Assumption December 31, 2025 December 31, 2024

Overall economic forecast • The US economy will continue to grow

Overall economic forecast • Increased GDP due to expected increases in consumer spending

• Stable unemployment

• Higher rates and volatility are expected to continue

• The US economy will continue to grow

• Expansionary fiscal policy and less immigration cause the labor market to tighten, pushing the unemployment rate lower

• The US economy is projected to slow at the start of 2024, but not enter a recession

• Impacts of tighter monetary and fiscal policy creates uncertainty

• Consumer spending is expected to decrease

Reasonable and supportable period and related reversion period • Reasonable and supportable period of one year

4 unchanged sentences

• Real GDP growth ranges from 2.1% to 2.8%

• BBB corporate yield from 5.2% to 5.3%

• Housing Price Index from 324.9 to 329.7

• Commercial Real Estate Price Index from 292.5 to 305.6

• CPI inflation rate from 2.1% to 2.6%

• Unemployment rate ranges from 4.2% to 4.3% during the reasonable and supportable forecast period

16 unchanged sentences

• Loans downgraded to special mention, substandard, or non-accrual status

• Consumer auto portfolio

• Auto, other vehicle and other consumer portfolios loss expectation adjustment

• Certain portfolios where the model assumptions do not capture all identified loss risk

1 unchanged sentence

• Changes in the composition of the loan portfolios

• Certain stressed industries within the portfolio

• Certain portfolios sensitive to unusually high rate of inflation and supply chain issues

• Certain industries experiencing stress or emerging concerns within the portfolio

• Loans downgraded to special mention, substandard, or non-accrual status

• Consumer auto portfolio

• Certain portfolios where the model assumptions do not capture all identified loss risk

The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans, however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments that are expected to be funded.

2 unchanged sentences

The forecasted macro-economic environment continuously changes which can cause fluctuations in estimated expected credit losses.

The current forecast projects the economy will continue to see a low unemployment rate.

The Federal Reserve's path of monetary policy is less certain given the upcoming change in US presidential administration as a result of the November 2024 election.

Updated information on inflation and labor market trends could impact the Federal Reserve's decision on the timing and degree of rate reductions.

The market's response to these events along with other economic, political, and social developments regionally, nationally and even globally could significantly modify economic projections used in the estimation of the allowance for credit losses.

The current forecast includes projections on inflation, labor market trends, Federal Reserve monetary policy, business growth and consumer spending.

Economic, political, and social developments regionally, nationally, and even globally could significantly modify economic projections used in the estimation of the allowance for credit losses.

Uncertainty around increased unemployment and other negative economic trends is heightened.

Potential changes in any one economic variable may or may not affect the overall allowance because a variety of economic variables and inputs are considered in estimating allowance, and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types and may have offsetting impacts to other changing variables and inputs.

67 unchanged sentences

$ 17,093,789 $ 83,520 $ 24,516 $ 18,278 $ 17,220,103

At December 31, 2024 and 2023, the Company had $ 2.0 million and $ 4.3 million, respectively, of non-accrual loans that had no allowance for credit loss.

At December 31, 2025 the Company had no non-accrual loans that had allowance for credit loss, compared to $ 2.0 million at December 31, 2024.

The Company did not record any interest income on non-accrual loans during the years ended December 31, 2025 and 2024.

31 unchanged sentences

Substandard — — 2,365 25,875 18,248 — — 46,488

Non-accrual 220 — — — — — — 220

Total Real estate-construction:

33 unchanged sentences

Pass $ 419,562 $ 442,720 $ 451,606 $ 53,462 $ 3,143 $ 2,450 $ 34,075 $ 1,407,018

Special mention 3,068 15,013 — — — — — 18,081

Substandard — 2,663 — — — — — 2,663

Non-accrual 220 — — — — — — 220

Total Real estate-construction:

38 unchanged sentences

Over 90 days past due — — — — — — 421 421

Non-accrual — — — — — — 1,977 $ 1,977

Total Revolving home equity:

67 unchanged sentences

December 31, 2025 December 31, 2024

(In thousands) Real Estate Total Business Assets Real Estate Oil & Gas Assets Total

Business $ — $ — $ 1,183 $ — $ 1,238 $ 2,421

(In thousands) Real Estate Total Real Estate Total

Real estate - business $ 14,508 $ 14,508 $ 14,667 $ 14,667

16 unchanged sentences

Business $ 82,057 $ — $ — $ — $ — $ 82,057 1.3 %

Real estate – construction and land 18,258 — — — — 18,258 1.3

Real estate – business 65,684 — — — — 65,684 1.8

29 unchanged sentences

Extended maturity by a weighted average of 7 months.

Real estate – construction and land Extended maturity by a weighted average of 3 months.

Real estate – business Extended maturity by a weighted average of 22 months.

1 unchanged sentence

Personal Banking:

Real estate – personal — Extended maturity by a weighted average of 7 months.

Consumer — Extended maturity by 10 years.

Real estate – personal Extended maturity by 9 months.

Payment Delay

3 unchanged sentences

Deferred certain payments by a weighted average of 16 years .

Consumer Deferred certain payments by 19 years .

Deferred certain payments by a weighted average of 71 months .

Consumer Deferred certain payments by a weighted average of 8 years .

Deferred certain payments by 19 years .

Interest Rate Reduction

5 unchanged sentences

Reduced contractual interest rate from average 21% to 6%.

Forgiveness of Interest/Fees

For the Year Ended December 31, 2024 For the Year Ended December 31, 2023

Personal Banking:

Consumer credit card — Approximately $33 thousand of interest and fees forgiven.

The Company had commitments of $ 11.4 million and $ 14.9 million at December 31, 2025 and December 31, 2024, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of an interest rate reduction;

16 unchanged sentences

(Dollars in thousands)

Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

Term Extension Payment Delay Interest Rate Reduction Total

December 31, 2024

Real estate – business $ 14,668 $ — $ — $ 14,668

Personal Banking:

9 unchanged sentences

Business $ 82,057 $ — $ — $ 82,057

Real estate – construction and land 18,258 — — 18,258

Real estate – business 51,176 — 14,508 65,684

22 unchanged sentences

Foreclosed real estate/repossessed assets

The Company’s holdings of foreclosed real estate totaled $ 343 thousand and $ 270 thousand at December 31, 2024 and 2023, respectively, and included in those amounts were $ 343 thousand and $ 270 thousand of foreclosed residential real estate properties held as a result of obtaining physical possession at December 31, 2024 and December 31, 2023, respectively.

The Company’s holdings of foreclosed real estate totaled $ 1.2 million and $ 343 thousand at December 31, 2025 and 2024, respectively, and included in those amounts were $ 1.0 million and $ 343 thousand of foreclosed residential real estate properties held as a result of obtaining physical possession at December 31, 2025 and December 31, 2024, respectively.

Personal property acquired in repossession, generally autos, marine and recreational vehicles (RV), totaled $ 2.3 million and $ 2.2 million at December 31, 2025 and 2024, respectively.

38 unchanged sentences

During the second quarter of 2024, the Company sold 436 thousand shares of Visa Class A common stock at an average price of $ 274.91 , resulting in proceeds of $ 119.8 million.

During the third quarter of 2024, the Company sold 218 thousand Visa Class A shares at an average price of $ 260.56 , resulting of proceeds of $ 56.8 million.

As of September 30, 2024, the Company had sold all of the Visa Class C shares it received from the Visa Exchange Offer.

During the third quarter of 2024, the Company sold 218 thousand Visa Class A shares at an average price of $ 260.56 , resulting in proceeds of $ 56.8 million.

During the second and third quarters of 2024, the Company sold all of the Visa Class C shares it received from the Visa Exchange Offer.

The Company’s Visa Class B-2 common stock will continue to be carried at cost of $ 0 as the Company elected the measurement alternative approach for these shares as well, and there are not observable price changes in orderly transactions for identical or similar investments of the same issuer for the Visa Class B-2 shares held by the Company.

28 unchanged sentences

After 5 but within 10 years 982,623 989,466 3.71 *

After 10 years 106,571 107,629 4.50 *

government and federal agency obligations

2 unchanged sentences

After 1 but within 5 years 4,306 4,112 2.94

After 5 but within 10 years 30,824 26,547 2.46

After 10 years 19,821 14,053 2.12

36 unchanged sentences

Securities not analyzed using the cash flow model are analyzed by reviewing credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible credit impairment.

At December 31, 2024, the fair value of securities on this watch list was $ 1.6 billion compared to $ 1.2 billion at December 31, 2023.

At December 31, 2025, the fair value of securities on this watch list was $ 896.7 million compared to $ 1.6 billion at

December 31, 2024.

Almost all of the securities included on the Company's watch list were experiencing unrealized loss positions due to the significant increase in interest rates and were analyzed outside of the cash flow model.

At December 31,

2024, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required.

At December 31, 2025, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required.

As of December 31, 2025, the Company did not identify any securities for which a credit loss exists, and for the years ended December 31, 2025 and 2024, the Company did not recognize a credit loss expense on any available for sale debt securities.

86 unchanged sentences

Total investment securities gains (losses), net $ 3,660 $ 7,823 $ 14,985

Subsequent to the successful close of the Exchange Offer in May 2024, the Company approved and executed a plan to reposition a portion of its available for sale debt securities portfolio during the second quarter of 2024 through the sale of securities with an amortized cost of $ 1.2 billion.

During 2024, the Company executed a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities with an amortized cost of $ 1.2 billion.

The securities that the Company sold had a yield of approximately 2.1 %, which resulted in a loss of $ 179.1 million, and the Company reinvested $ 928.8 million of the proceeds into U.S.

3 unchanged sentences

At December 31, 2025, the Company had no securities pledged under agreements pursuant to which the collateral may be sold or re-pledged by the secured parties.

Except for obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeds 10 % of stockholders’ equity.

Except for obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeds 10 % of shareholders' equity.

Premises and Equipment

12 unchanged sentences

Repairs and maintenance expense of $ 18.9 million, $ 18.3 million, and $ 18.5 million for 2025, 2024 and 2023, respectively, was included in occupancy expense and equipment expense.

Interest expense capitalized on constructions projects totaled $ 2 thousand, $ 903 thousand, and $ 1.4 million in 2024, 2023 and 2022, respectively.

The decrease from prior year was primarily driven by the completion of a large office building construction project in March 2023.

There was no interest expense capitalized on construction projects in 2025.

Interest expense capitalized on construction projects totaled $ 2 thousand and $ 903 thousand in 2024 and 2023, respectively.

The decrease in 2024 was primarily driven by the completion of a large office building construction project in March 2023.

Right of use leased assets are comprised mainly of operating leases for branches, office space, ATM locations, and certain equipment, as described in Note 6.

19 unchanged sentences

(In thousands) December 31, 2025 December 31, 2024

Consumer segment $ 70,721 $ 70,721

Retail Banking segment $ 70,721 $ 70,721

Commercial segment 75,072 75,072

10 unchanged sentences

$ 146,539 $ 3,600 $ 458 $ 10,121

Acquisition 7,618 — — —

Originations, net of disposals — — — 762

6 unchanged sentences

$ 146,539 $ 3,600 $ 123 $ 9,588

During 2023, the Company wrote off $ 25.7 million of core deposit intangible assets that were fully amortized.

Also during 2023, the Company acquired L.J.

Hart & Company, a municipal bond underwriter and advisor, and the acquisition resulted in goodwill of $ 7.6 million.

Mortgage servicing rights (MSRs) are initially recorded at fair value and subsequently amortized over the period of estimated servicing income.

10 unchanged sentences

The Company's operating leases are primarily for branches, office space, ATM locations, and certain equipment.

As of December 31, 2024, the right-of-use asset for operating leases, reported within premises and equipment, net , and lease liability, reported within other liabilities , recognized on the Company's consolidated balance sheets totaled $ 30.7 million and $ 31.2 million, respectively, compared to right-of-use assets of $ 26.5 million and lease liability of $ 26.9 million at December 31, 2023.

As of December 31, 2025, the right-of-use asset for operating leases, reported within premises and equipment, net , and lease liability,

reported within other liabilities, recognized on the Company's consolidated balance sheets totaled $ 30.6 million and $ 31.5 million, respectively, compared to right-of-use assets of $ 30.7 million and lease liability of $ 31.2 million at December 31, 2024.

Total lease cost for the year ended December 31, 2025 was $ 8.6 million, compared to $ 8.5 million for the year ended December 31, 2024.

For leases with a term of 12 months or less, an election was made not to recognize lease assets and lease liabilities for all asset classes, and to recognize lease expense for these leases on a straight-line basis over the lease term.

The Company's leases have remaining terms of 1 month to 27 years, most of which contain renewal options.

The Company's leases have remaining terms of 2 months to 26 years, most of which contain renewal options.

However, the renewal options are generally not included in the leased asset or liability because the option exercises are uncertain.

21 unchanged sentences

The Company also leases office space to third parties, and these leases are classified as operating leases.

The leases may include options to renew or to expand the leased space, and currently the leases have remaining terms of 3 months to 14 years.

The leases may include options to renew or to expand the leased space, and currently the leases have remaining terms of 1 month to 13 years.

The following table provides the components of lease income.

5 unchanged sentences

Total lease income $ 58,235 $ 53,984

(1) Includes rent from Tower Properties, a related party, of $ 78 thousand and $ 76 thousand for the years ended December 31, 2024 and 2023.

(1) Includes rent from Tower Properties, a related party, of $ 0 and $ 78 thousand for the years ended December 31, 2025 and 2024, respectively.

Tower Properties Company was no longer a lessee of the Company as of January 1, 2025.

The following table presents the components of the net investments in direct financing and sales-type leases.

33 unchanged sentences

2023 2.78 3.47 2,839,633 3,133,020 2,908,815

Federal funds purchased and repurchase agreements comprised the majority of the Company's short-term borrowings (borrowings with an original maturity of less than one year at December 31, 2024), and $ 2.8 billion of these borrowings were repurchase agreements, which generally have one day maturities and are mainly comprised of non-insured customer funds secured by a portion of the Company's investment portfolio.

Federal funds purchased and repurchase agreements comprised the majority of the Company's short-term borrowings (borrowings with an original maturity of less than one year at December 31, 2025), and $ 2.9 billion of these borrowings were repurchase agreements, which generally have one day maturities and are mainly comprised of non-insured customer funds secured by a portion of the Company's investment securities portfolio.

Additional information about the securities pledged for repurchase agreements and repurchase agreement maturity is provided in Note 20 on Resale and Repurchase Agreements.

1 unchanged sentence

The Bank is a member of the Des Moines FHLB and has access to term financing from the FHLB.

These borrowings are secured under a blanket collateral agreement including primarily residential mortgages as well as all unencumbered assets and stock of the borrowing bank.

These borrowings are secured under a blanket collateral agreement that includes primarily residential mortgages, as well as all unencumbered assets and stock of the borrowing bank.

At December 31, 2025, the Bank had no outstanding advances from the FHLB.

14 unchanged sentences

Total $ 141,948 $ ( 7,399 ) $ 134,549

The components of income tax (benefit) expense recorded directly to stockholders’ equity for the years ended 2024, 2023 and 2022 were as follows:

The components of income tax (benefit) expense recorded directly to shareholders' equity for the years ended 2025, 2024 and 2023 were as follows:

(In thousands) 2025 2024 2023

5 unchanged sentences

811 512 1,197

Income tax (benefit) expense allocated to stockholders’ equity

Income tax (benefit) expense allocated to shareholders' equity

$ 83,740 $ 44,167 $ 65,152

5 unchanged sentences

Unearned fee income 10,430 10,858

Accrued expenses 10,124 10,531

Deferred compensation 8,477 7,894

Equity-based compensation 8,749 8,364

Deferred compensation 8,433 8,477

Cash flow hedges 8,301 5,630

Accrued expenses 7,785 10,124

Other 367 497

4 unchanged sentences

Land, buildings, and equipment 28,890 23,359

Accretion on investment securities 9,092 4,203

Intangible assets 7,702 7,596

Private equity investments 6,676 5,446

Cash flow hedges — 9,468

Other 5,643 4,746

6 unchanged sentences

The effective tax rate is calculated by dividing income taxes by income before income taxes less the non-controlling interest expense.

(In thousands) 2024 2023 2022

Computed “expected” tax expense

$ 140,998 $ 128,438 $ 130,359

Increase (decrease) in income taxes resulting from:

State and local income taxes, net of federal tax benefit 10,852 12,633 12,260

(Dollars in thousands) 2025 2024 2023

Amount Effective Tax Rate (%) Amount Effective Tax Rate (%) Amount Effective Tax Rate (%)

federal statutory income tax rate $ 152,751 21.00 % $ 140,998 21.00 % $ 128,438 21.00 %

Tax Credits, net ( 1,893 ) ( 0.26 ) ( 1,431 ) ( 0.21 ) ( 1,478 ) ( 0.24 )

Nontaxable or nondeductible items

Tax-exempt interest, net of cost to carry ( 6,983 ) ( 0.96 ) ( 6,892 ) ( 1.03 ) ( 7,002 ) ( 1.15 )

Non-deductible FDIC insurance premiums 1,656 2,101 1,376

Share-based award payments ( 1,479 ) ( 1,176 ) ( 1,669 )

Other 5,105 0.70 4,043 0.60 4,292 0.70

Other ( 2,732 ) ( 0.37 ) ( 2,444 ) ( 0.36 ) ( 2,349 ) ( 0.38 )

State and local income taxes, net of federal effect 14,855 2.04 10,852 1.62 12,633 2.07

Changes in unrecognized tax benefits 33 — ( 37 ) ( 0.01 ) 15 —

Total income tax expense

$ 161,136 22.15 % $ 145,089 21.61 % $ 134,549 22.00 %

The gross amount of unrecognized tax benefits was $ 1.2 million and $ 1.3 million at December 31, 2024 and 2023, respectively, and the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $ 1.0 million at both December 31, 2024 and 2023.

In 2025, 2024, and 2023, state and local income taxes in Missouri, Illinois, and Kansas comprised the majority of the state and local income taxes, net of federal effect category listed in the table above.

The gross amount of unrecognized tax benefits was $ 1.2 million at both December 31, 2025 and 2024, and the total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, was $ 1.0 million at both December 31, 2025 and 2024.

The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2025 and 2024 was as follows:

9 unchanged sentences

federal income tax and for major state taxing jurisdictions.

Income taxes paid for 2025, 2024, and 2023 was as follows:

(In thousands) 2025 2024 2023

federal $ 145,522 $ 116,528 $ 113,536

State and local 17,390 9,601 17,421

Total income taxes paid $ 162,912 $ 126,129 $ 130,957

Employee Benefit Plans

54 unchanged sentences

$ ( 1,277 ) $ ( 3,220 )

The unfunded pension benefit obligation decreased $ 887 thousand from the prior year primarily due to an increase in the discount rate from 4.98 % to 5.27 %.

The unfunded pension benefit obligation decreased $ 1.9 million from the prior year primarily due to greater than expected returns on plan assets.

The accumulated benefit obligation, which represents the liability of a plan using only benefits as of the measurement date, was $ 87.4 million and $ 89.8 million for the combined plans on December 31, 2025 and 2024, respectively.

2 unchanged sentences

(In thousands) 2025 2024

Prior service credit (cost) $ — $ 181

Accumulated gain (loss) $ ( 12,826 ) $ ( 16,073 )

7 unchanged sentences

Amortization of prior service cost

( 181 ) ( 271 )

Total recognized in other comprehensive income (loss)

23 unchanged sentences

Government-sponsored enterprise obligations (a)

1,018 — 1,018 —

State and municipal obligations 2,550 — 2,550 —

5 unchanged sentences

44,330 — 44,330 —

Equity securities and mutual funds:

Mutual funds 6,462 6,462 — —

Common stocks 7,075 7,075 — —

International developed markets funds 1,353 1,353 — —

Emerging markets funds 202 202 — —

Mutual funds (e)

7,847 7,847 — —

$ 86,093 $ 30,267 $ 55,826 $ —

December 31, 2024

2 unchanged sentences

Government-sponsored enterprise obligations (a)

1,039 — 1,039 —

State and municipal obligations

19 unchanged sentences

These holdings are diversified, largely across the electronic technology, technology services, financial services, healthcare technology, and retail trade industries.

(e) As of 12/31/2025, this category consists solely of U.S.

government money market mutual funds.

The investment policy of the pension plan is designed for conservation of principal, within limits designed to safeguard against significant losses within the portfolio.

3 unchanged sentences

Management believes there are no significant concentrations of risk within the plan asset portfolio at December 31, 2025.

Under the current policy, the long-term investment target mix for the plan is 10 % equity securities and 90 % fixed income securities.

Under the current policy, the plan's long-term target allocation is 100 % invested in fixed income securities.

The Company regularly reviews its policies on investment mix and may make changes depending on economic conditions and perceived investment risk.

2 unchanged sentences

The rate used in plan calculations may be adjusted by management for current trends in the economic environment.

The 10-year annualized return for the Company’s pension plan was 4.3 %.

The 10-year annualized return for

the Company’s pension plan was 5.0 %.

During 2025, the plan’s assets gained 8.0 % of their value, compared to a gain of 2.9 % in 2024.

5 unchanged sentences

Stock-Based Compensation and Directors Stock Purchase Plan*

The Company’s stock-based compensation is provided under a stockholder-approved plan that allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards.

The Company’s stock-based compensation is provided under a shareholder-approved plan that allows for issuance of various types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and stock-based awards.

During the past three years, stock-based compensation has been issued in the form of nonvested restricted stock awards and stock appreciation rights.

1 unchanged sentence

The stock-based compensation expense that was charged against income was $ 17.3 million, $ 17.0 million and $ 17.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The total income tax benefit recognized in the income statement for share-based compensation arrangements was $ 3.2 million, $ 3.2 million and $ 3.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The total income tax benefit recognized in the income statement for share-based compensation arrangements was $ 3.2 million for each of the years ended December 31, 2025, 2024 and 2023, respectively.

Nonvested Restricted Stock Awards

22 unchanged sentences

( 68,020 ) 37.46

( 341,424 ) 36.27

Outstanding at December 31, 2025

52 unchanged sentences

Balance January 1, 2024

$ ( 915,001 ) $ ( 13,596 ) $ 37,185 $ ( 891,412 )

Other comprehensive income (loss) before reclassifications to current earnings 33,151 1,338 ( 43,416 ) ( 8,927 )

10 unchanged sentences

The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments:

Consumer, Commercial, and Wealth.

The Consumer segment consists of various consumer loan and deposit products offered through its retail branch network of approximately 140 locations.

Retail Banking, Commercial, and Wealth.

The Retail Banking segment, previously called the Consumer segment, consists of various consumer loan and deposit products offered through its retail branch network of approximately 140 locations.

This segment also includes residential mortgage, indirect and other consumer loan financing businesses, along with debit and credit card loan and fee businesses.

4 unchanged sentences

The Company’s business line reporting system derives segment information from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company.

This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses.

These methodologies are applied in connection with funds transfer pricing and assignment of overhead costs

among segments.

This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the

These methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments.

Funds transfer pricing was used in the determination of net interest income.

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The new methodology more accurately reflects the profitability of affected deposits relative to current rates and removes most interest rate risk from business segments.

Additionally, the Company changed its management of its portfolio of residential mortgage loans that it retains, and as a result, the Company began including those loans in the Consumer segment on January 1, 2023.

Additionally, the Company changed its management of its portfolio of residential mortgage loans that it retains, and as a result, the Company began including those loans in the Retail Banking segment on January 1, 2023.

These loans had previously been included in the Other/Elimination column.

As a result of this change, loans of approximately $ 1.9 billion were reclassified from the Other/Elimination column into the Consumer segment in 2023 and prior periods presented below were restated to also reflect this change.

As a result of this change, loans of approximately $ 1.9 billion were reclassified from the Other/Elimination column into the Retail Banking segment in 2023 and were restated below to also reflect this change.

There were no changes to segment composition in conjunction with the Company's renaming the Consumer segment to the Retail Banking segment.

Segment Income Statement Data

(In thousands)

Retail Banking Commercial

Other/Elimination

39 unchanged sentences

$ 298,204 $ 372,460 $ 160,570 $ ( 211,508 ) $ 619,726

Non-interest expense for the Consumer, Commercial, and Wealth segments above is primarily comprised of salaries, incentives, benefits, and allocated overhead costs for service and support.

Non-interest expense for the Retail Banking, Commercial, and Wealth segments above is primarily comprised of salaries, incentives, benefits, and allocated overhead costs for service and support.

Non-interest expense for the segments also includes expenses for data processing and software, occupancy, and professional and other services.

5 unchanged sentences

Segment Balance Sheet Data

(In thousands) Consumer Commercial Wealth Other/Elimination Consolidated Totals

(In thousands) Retail Banking Commercial Wealth Other/Elimination Consolidated Totals

Average balances for 2025:

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Common Stock*

On December 18, 2024, the Company distributed a 5 % stock dividend on its $ 5 par common stock for the 31st consecutive year.

On December 16, 2025, the Company distributed a 5 % stock dividend on its $ 5 par common stock for the 32nd consecutive year.

All per common share data in this report has been restated to reflect the stock dividend.

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The Company maintains a treasury stock buyback program authorized by its Board of Directors.

The most recent authorization in April 2024 approved future purchases of 5,000,000 shares of the Company's common stock.

The most recent authorization in October 2025 approved future purchases of 5,000,000 shares of the Company's common stock.

At December 31, 2025, 3,186,721 shares of common stock remained available for purchase under the current authorization.

9 unchanged sentences

( 3,609 ) ( 2,875 ) ( 1,355 )

2 ( 17 ) ( 12 )

Shares outstanding at December 31

108 unchanged sentences

Total bank card transaction fees $ 184,267 $ 189,784 $ 191,156

The majority of debit and credit card fees are reported in the Consumer segment, while corporate card and merchant fees are reported in the Commercial segment.

The majority of debit and credit card fees are reported in the Retail Banking segment, while corporate card and merchant fees are reported in the Commercial segment.

Debit and Credit Card Fees

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Total deposit account charges and other fees $ 108,246 $ 100,336 $ 90,992

Approximately 69 % of this revenue is reported in the Commercial segment, while the remainder is reported in the Consumer segment.

Approximately 71 % of this revenue is reported in the Commercial segment, while the remainder is reported in the Retail Banking segment.

The Company provides corporate cash management services to its business and non-profit customers to meet their various transaction processing needs.

134 unchanged sentences

The spreads and models use yield curves, terms and conditions of the bonds, and any special features (e.g., call or put options and redemption features).

• Auction rate securities

The available for sale portfolio includes certain auction rate securities.

Due to the illiquidity in the auction rate securities market in recent years, the fair value of these securities cannot be based on observable market prices.

The fair values of these securities are estimated using a discounted cash flows analysis which is discussed more fully in the Level 3 Inputs section of this note.

Because many of the inputs significant to the measurement are not observable, these measurements are classified as Level 3 measurements.

Trading debt securities

The securities in the Company’s trading portfolio are priced by averaging several broker quotes for similar instruments and are classified as Level 2 measurements.

Treasury obligations within the trading portfolio are classified as Level 1 measurements.

Equity securities with readily determinable fair values

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The model uses market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors.

The model also incorporates credit valuation adjustments of both the Company's and the

counterparties' non-performance risk.

The model also incorporates credit valuation adjustments of both the Company's and the counterparties' non-performance risk.

The credit valuation adjustment component is not significant compared to the overall fair value of the floors.

22 unchanged sentences

$ 964 $ 184,386 $ 185,350

Total gains or losses (realized/unrealized):

Total gains (losses) realized/unrealized:

Included in earnings — 11,736 11,736

6 unchanged sentences

Capitalized interest/dividends

— ( 112 ) ( 112 )

Balance at December 31, 2025

$ 952 $ 184,343 $ 185,295

Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2024

Total gains (losses) for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2025

$ — $ 12,737 $ 12,737

Total gains or losses for the year included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2024

Total gains (losses) for the year included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2025

$ ( 14 ) $ — $ ( 14 )

2 unchanged sentences

$ 947 $ 176,667 $ 177,614

Total gains or losses (realized/unrealized):

Total gains (losses) realized/unrealized:

Included in earnings — 24,134 24,134

Included in other comprehensive income * 15 — 15

Investment securities called ( 1,000 ) — ( 1,000 )

Discount accretion 2 — 2

4 unchanged sentences

$ 964 $ 184,386 $ 185,350

Total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2023

Total gains (losses) for the year included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2024

$ — $ 14,409 $ 14,409

Total gains or losses for the year included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2023

Total gains (losses) for the year included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2024

$ 15 $ — $ 15

41 unchanged sentences

$ 14,683 $ — $ — $ 14,683 $ ( 2,382 )

Foreclosed assets

20 — — 20 ( 50 )

Long-lived assets

8 unchanged sentences

The Company maintains a staff of qualified appraisers who also review third party appraisal reports for reasonableness.

In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists.

In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal

Values of all loan collateral are regularly reviewed by credit administration.

40 unchanged sentences

Investment securities 9,413,603 3,339,866 5,842,326 231,411 9,413,603

Federal funds sold 3,000 3,000 — — 3,000

Securities purchased under agreements to resell 850,000 — — 869,427 869,427

10 unchanged sentences

Securities sold under agreements to repurchase 2,861,016 — — 2,863,921 2,863,921

Other borrowings 12,739 12,739 — — 12,739

Derivative instruments 18,795 — 18,718 77 18,795

31 unchanged sentences

Securities sold under agreements to repurchase 2,803,043 — — 2,806,428 2,806,428

Other borrowings 1,366 — 1,366 — 1,366

Derivative instruments 26,963 — 26,905 58 26,963

15 unchanged sentences

Total notional amount $ 4,593,942 $ 4,631,381

The largest group of notional amounts relate to interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity.

Those customers are engaged in a variety of businesses, including real estate, manufacturing, retail product distribution, education, and retirement communities.

Interest rate swap contracts are sold to commercial customers who wish to modify their interest rate sensitivity.

The customers are engaged in a variety of businesses, including real estate, manufacturing, retail product distribution, education, and retirement communities.

These interest rate swap contracts with customers are offset by matching interest rate swap contracts purchased by the Company from other financial institutions (dealers).

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During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified as cash flow hedges with a combined notional balance of $ 1.5 billion and an asset fair value of $ 163.2 million.

As of December 31, 2024, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 29.2 million (pre-tax), which will be reclassified into interest income over the next 2.0 years.

As of December 31, 2025, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 8.8 million (pre-tax), which will be reclassified into interest income over the next 12 months.

The estimated amount of net gains remaining in AOCI related to the monetized cash flow hedges at December 31, 2025 that is expected to be reclassified into income within the next 12 months is $ 8.8 million.

163 unchanged sentences

At December 31, 2025, the Company had outstanding purchase commitments totaling $ 165.2 million that it expects to fund in 2026.

The remaining purchase commitments amount to $ 432.1 million and are expected to be funded from 2026 through 2035.

The remaining purchase commitments amount to $ 505.9 million and are projected to be funded from 2027 through 2035.

The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties.

16 unchanged sentences

Tower is primarily engaged in the business of owning, developing, leasing and managing real property.

Payments from the Company and its affiliates to Tower are summarized below.

These payments, with the exception of dividend payments, relate to property management services, including construction oversight, on three Company-owned office buildings and related parking garages in downtown Kansas City.

During the years ended 2024 and 2023, the Company maintained property services contracts with Tower Properties, under which Tower Properties provided property management services on three Company-owned office buildings and related parking garages in downtown Kansas City.

The Company ended its property management services contract with Tower as of December 31, 2024.

7 unchanged sentences

$ — $ 2,926 $ 3,791

Tower has a $ 13.5 million line of credit with the Bank which is subject to normal credit terms and has a variable interest rate.

The line of credit is collateralized by Company stock and based on collateral value had a maximum borrowing amount of approximately $ 13.5 million at December 31, 2024.

There were no borrowings under this line during 2024, and no balance was outstanding at December 31, 2024.

There were no borrowings during 2023 and 2022, and there was no balance outstanding at December 31, 2023 or 2022.

Letters of credit may be collateralized under this line of credit;

however, there were no letters of credit outstanding during 2024, 2023 or 2022, and thus, no fees were received during these periods.

From time to time, the Bank extends additional credit to Tower for construction and development projects.

Tower has a $ 13.5 million line of credit with the Bank which is subject to normal credit terms and had a variable interest rate.

The line of credit is collateralized by Company stock and based on collateral value has a maximum borrowing amount of approximately $ 9.7 million at December 31, 2025.

There were no borrowings under this line during 2025, 2024 or 2023, and no balance was outstanding at December 31, 2025, 2024 or 2023.

There were no letters of credit outstanding during 2025, 2024 or 2023, and thus, no fees were received during these periods.

From time to time, the Bank extended additional credit to Tower for construction and development projects.

No construction loans were outstanding during 2025, 2024 and 2023.

Tower leased office space in the Kansas City bank headquarters building owned by the Company during 2024 and 2023.

Rent paid to the Company totaled $ 81 thousand in 2024, $ 82 thousand in 2023, and $ 82 thousand in 2022, at $ 17.69 , $ 17.50 and $ 17.44 per square foot, for years 2024, 2023, and 2022, respectively.

Rent paid to the Company totaled $ 81 thousand in 2024 and $ 82 thousand in 2023, at $ 17.69 and $ 17.50 per square foot, for years 2024 and 2023, respectively.

Tower was no longer a lessee of the Company as of January 1, 2025.

19 unchanged sentences

$ 3,838,801 $ 3,352,337

Liabilities and stockholders’ equity

Liabilities and shareholders’ equity

Pension obligation $ 1,277 $ 3,220

2 unchanged sentences

47,430 42,456

Stockholders’ equity

Shareholders’ equity

3,791,371 3,309,881

Total liabilities and stockholders’ equity

Total liabilities and shareholders’ equity

$ 3,838,801 $ 3,352,337

72 unchanged sentences

The Bank may distribute common dividends without prior regulatory approval, provided that the dividends do not exceed the sum of net income for the current year and retained net income for the preceding two years, subject to maintenance of minimum capital requirements.

The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based primarily on total average assets.

The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based on total assets and number of employees.

The Parent makes cash advances to its private equity subsidiary for general short-term cash flow purposes.

7 unchanged sentences

The investments are made directly by the Parent and through non-bank subsidiaries.

At December 31, 2024, the fair value of the investment securities held by the Parent consisted of investments of $ 5.4 million in corporate bonds, $ 5.7 million in preferred and common stock with readily determinable fair values, and $ 7.0 million in equity securities that do not have readily determinable fair values.

At December 31, 2025, the fair value of the investment securities held by the Parent consisted of investments of $ 941 thousand in corporate bonds, $ 4.6 million in common stock with readily determinable fair values, and $ 7.7 million in equity securities that do not have readily determinable fair values.

The Parent's common stock investment of $ 4.6 million held at December 31, 2025 was entirely comprised of its holdings in FineMark Holdings, Inc.

Those shares are no longer held after the Company's acquisition of FineMark in January 2026.

The Parent also holds 411,723 shares of Visa Class B-2 common stock, which are discussed in Note 3.

During 2024, the Parent sold Visa Class A common stock resulting in proceeds of $ 176.6 million, also discussed in Note 3.

Subsequent Events

On June 16, 2025, the Company and FineMark Holdings, Inc.

("FineMark") announced that it had entered into a definitive merger agreement in which the Company would acquire all outstanding shares of FineMark in an all-stock transaction ("Merger").

On January 1, 2026 , the Company completed its acquisition FineMark, and immediately after the Merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust merged into the Bank, with the Bank continuing as the surviving bank.

Total consideration for the acquisition was $ 519.9 million, consisting of 9.9 million shares of the Company's common stock (valued at the acquisition-date fair value of $ 52.34 per share), plus cash in lieu of fractional shares.

Prior to the acquisition date, the Company held a non-controlling equity interest in FineMark, and in accordance with ASC 805, this previously held interest was remeasured to its acquisition-date fair value of $ 4.6 million.

The total acquisition-date fair value of the business combination was $ 524.5 million, comprised of the $ 519.9 million of consideration transferred and the $ 4.6 million fair value of the Company's previously held equity interest.

Under the terms of the merger agreement, each outstanding FineMark common stock share was converted into .7245 shares of the Company's common stock, and each outstanding share of FineMark's preferred stock was converted into 36.3636 shares of FineMark common stock, prior to conversion into .7245 shares of the Company's common stock.

Acquisition-related costs of $ 5.6 million for the year ending December 31, 2025 were recognized primarily in Professional and other services expense line of the Company's Consolidated Statements of Income.

The acquisition of FineMark will be accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date.

The valuation of assets acquired and liabilities assumed has not yet been finalized.

Any necessary adjustments from preliminary estimates will be finalized within one year from the date of acquisition.

Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.

Due to the timing of the acquisition, the Company has performed limited valuation procedures, and the valuation of all assets acquired and liabilities assumed is not yet complete.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

2 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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data