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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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.
+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 2029 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 24, 2026, 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.
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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.
−Removed: The Company's Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
+Added: The Company's Insider Trading Policy is incorporated by reference at Exhibit 19 to this Annual Report on Form 10-K in the exhibit listing below.
EXECUTIVE COMPENSATION
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
−Removed: RELATED STOCKHOLDER MATTERS
+Added: RELATED SHAREHOLDER MATTERS
The information required by Items 201(d) and 403 of Regulation S-K is included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 24, 2026, which is incorporated herein by reference.
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 - 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.
+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 2029 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 24, 2026, which is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
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Consolidated Statements of Income
−Removed: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Equity
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(b) The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.
+Added: 2 —Plan of acquisition, reorganization arrangement, liquidation or succession:
+Added: (1) Agreement and Plan of Merger, dated as of June 16, 2025, by and among 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 June 17, 2025, and the same is hereby incorporated by reference.
3 —Articles of Incorporation and By-Laws:
−Removed: (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: (1) Restated Articles of Incorporation, as amended through April 28, 2023, re-filed (correcting a typ o in the original EDGAR submission) in quarterly report on Form 10-Q (Commission file number 1-36502) dated August 6, 2025 , and the same are hereby incorporated by reference.
(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.
−Removed: (3) Termination of Certificate of Designation of 6.00% Series B Non-Cumulative Perpetual Preferred Stock of Commerce Bancshares, Inc.
−Removed: was filed in current report on Form 8-K (Commission file number 0-2989) dated September 1, 2020, and the same is hereby incorporated by reference.
4 — Instruments defining the rights of security holders, including indentures:
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(8) Commerce Bancshares, Inc.
−Removed: 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.
+Added: 2025 Compensatory Arrangements with CEO and Named Executive Officers were filed in current report on Form 8-K (Commission file number 1-36502) dated February 9 , 202 6 , and the same is hereby incorporated by reference.
(9) Commerce Bancshares, Inc.
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.
−Removed: ( 10 ) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc.
−Removed: 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference.
−Removed: ( 11 ) 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.
−Removed: 2005 Equity Incentive Plan, was filed in quarterly report on Form 10-Q (Commission file number 0-2989) dated May 7, 2014, and the same is hereby incorporated by reference.
(1 0 ) Form of Notice of Grant of Award and Award Agreement for Stock Appreciation Rights, pursuant to the Commerce Bancshares, Inc.
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(1 2 ) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for Executive Officers, pursuant to the Commerce Bancshares, Inc.
−Removed: Equity Incentive Plan.
+Added: Equity Incentive Plan , was filed in annual report on F orm 10-K (Commission file number 1-36502) dated February 25, 2025, and the sa me is hereby incorporated by referen ce .
(1 3 ) 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.
−Removed: Equity Incentive Plan.
−Removed: (16) Form of Notice of Grant of Award and Award Agreement for Restricted Stock for stock in lieu, pursuant to the Commerce Bancshares, Inc.
−Removed: Equity Incentive Plan.
+Added: Equity Incentive Plan , was f il e d i n annual report on Form 10-K (Commission file nu mber 1-36502) dated F ebruary 25, 2025 , and the same is hereby incorporated by reference .
( 1 4 ) Form of Notice of Grant of Award and Award Agreement for Stock Appreciation Rights, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan , was filed in annual report on Form 10-K (Commission file number 1-3 6502) dated Febru a r y 25, 2025, and the same is hereby incorporated by refer ence .
+Added: ( 15 ) Form of Notice of Grant of Award Agreement for Performance Restricted Stock Units, pursuant to the Commerce Bancshares, Inc.
Equity Incentive Plan.
−Removed: 19 — Insider Trading Policy
+Added: (1 6 ) Form of Notice of Grant of Award Agreement for Restricted Stock Units, pursuant to the Commerce Bancshares, Inc.
+Added: Equity Incentive Plan.
+Added: 19 — Commerce Bancshares, Inc.
+Added: Insider Trading Policy was filed in annual report on Form 10-K (Commission file number 1-36502) dated February 25, 2025, and the same is hereby incorporated by reference.
21 — Subsidiaries of the Registrant
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/s/ M ARGARET M .
−Removed: Vice President & Secretary
+Added: Senior Vice President & Secretary
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 24th day of February 2026.
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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.