Commerce Bancshares details potential Visa exchange gain

Commerce Bancshares explains that it owns 411,723 shares of Visa Class B-2 common stock, which are carried at zero value on its balance sheet as of March 31, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Commerce Bancshares explains that it owns 411,723 shares of Visa Class B-2 common stock, which are carried at zero value on its balance sheet as of March 31, 2026. Visa has launched an exchange offer to swap these Class B-2 shares for a mix of Class B-3 and Class C common stock.

The company has tendered all of its Visa Class B-2 shares and, if the tender is accepted and the exchange occurs in the second quarter of 2026, it expects to record a significant gain based on the conversion privilege of the Class C stock and the Visa Class A closing price. The company also states that, if this gain is realized, it may consider selling part of its available for sale debt securities portfolio and reinvesting, which could result in a significant loss in the same quarter depending on market conditions and the gain amount.

Insights

Potential Visa-related gain may be offset by securities portfolio losses.

Commerce Bancshares holds 411,723 Visa Class B-2 shares at zero book value and has tendered them into Visa’s exchange offer. If accepted in Q2 2026, the bank expects a significant gain tied to the Class C conversion privilege and Visa Class A share price.

The bank also signals that, contingent on realizing this gain, it may reposition part of its available for sale debt securities portfolio, potentially realizing a significant loss in Q2 2026. The net impact will depend on market conditions and the actual gain recognized from the Visa exchange.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Visa Class B-2 shares held: 411,723 shares Carrying value of Visa Class B-2 shares: Zero Potential Q2 2026 gain: Significant gain (amount not stated) +1 more

4 metrics

Visa Class B-2 shares held 411,723 shares Owned by Commerce Bancshares as of March 31, 2026

Carrying value of Visa Class B-2 shares Zero Balance sheet value as of March 31, 2026

Potential Q2 2026 gain Significant gain (amount not stated) Expected if Visa exchange for Class B-2 shares is completed in Q2 2026

Potential Q2 2026 loss Significant loss (amount not stated) May arise from selling available for sale debt securities if portfolio is repositioned

Key Terms

Exchange Offer, available for sale debt securities portfolio, conversion privilege, Issuer Tender Offer Statement on Schedule TO, +1 more

5 terms

Exchange Offer financial

"public offering to exchange Class B-2 common stock for a combination of shares of Class B-3 common stock and Class C common stock (“Exchange Offer”)."

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

available for sale debt securities portfolio financial

"may consider a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities"

conversion privilege financial

"expects to record a significant gain ... based on the conversion privilege of the Class C common stock"

Issuer Tender Offer Statement on Schedule TO regulatory

"set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus"

available for sale financial

"available for sale debt securities portfolio through the sale of securities"

Available for sale describes investments, usually bonds or stocks, that a company intends to keep but may sell before they mature; they are reported at current market value on the balance sheet while any unrealized profit or loss is kept separate from regular earnings. For investors, this matters because changes in market value affect a company’s reported net worth and can become realized gains or losses when sold, similar to how the changing resale value of a collectible affects your net wealth even before you sell it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Visa shares does Commerce Bancshares (CBSH) currently hold?

Commerce Bancshares owns 411,723 shares of Visa Class B-2 common stock. These shares are carried at zero value on its balance sheet as of March 31, 2026, meaning any successful exchange could create a sizable accounting gain.

What is the Visa exchange offer described by Commerce Bancshares (CBSH)?

Visa has started a public exchange offer for Class B-2 shares, swapping them for a mix of Class B-3 and Class C common stock. Commerce Bancshares tendered all its Class B-2 shares into this offer and is awaiting notification of acceptance and closing.

How could the Visa exchange affect Commerce Bancshares’ Q2 2026 results?

If Commerce Bancshares’ tendered Visa shares are accepted and exchanged in Q2 2026, the company expects to record a significant gain. The gain would be based on the Class C stock’s conversion privilege and the closing price of Visa Class A shares.

Why might Commerce Bancshares (CBSH) realize a loss on its securities portfolio?

If the Visa exchange gain is realized in Q2 2026, Commerce Bancshares may reposition part of its available for sale debt securities portfolio. Selling these securities could generate a significant loss, influenced by market conditions and the size of the Visa-related gain.

Where can investors find detailed terms of the Visa exchange offer?

The detailed terms are in Visa’s Issuer Tender Offer Statement on Schedule TO and related Prospectus, both dated April 6, 2026. These documents were publicly filed with the U.S. Securities and Exchange Commission and describe the exchange mechanics and conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:46 PM EDT

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): April 27, 2026

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 8.01 - Other Events

The Company owns 411,723 shares of Visa Class B-2 common stock, carried at zero value on the Company’s balance sheet as of March 31, 2026. On April 13, 2026, Visa, Inc. (“Visa”) announced the commencement of a public offering to exchange Class B-2 common stock for a combination of shares of Class B-3 common stock and Class C common stock (“Exchange Offer”). The Company tendered all of its Visa Class B-2 shares and is awaiting notification of acceptance of that tender and the closing of the Exchange Offer. If the Company’s tendered shares are accepted and the exchange occurs in the second quarter of 2026, the Company expects to record a significant gain during the second quarter of 2026 based on the conversion privilege of the Class C common stock and the closing price of Visa Class A common stock. A full description of the terms of the Exchange Offer is set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 6, 2026, publicly filed with the U. S. Securities and Exchange Commission.

Additionally, if the Company’s tendered shares are accepted and the exchange occurs in the second quarter of 2026, the Company may consider a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities, which may result in a significant loss during the second quarter of 2026. The timing and amount of the loss ultimately realized on the available for sale debt securities and the reinvestment assumptions may depend on many considerations, including market conditions, the amount of the gain recognized on the conversion privilege of the Visa shares, and other factors.

Exhibits

99.1 Press release dated April 27, 2026 announcing Visa exchange offer

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: April 27, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 944 B

Commerce Bancshares details potential Visa exchange gain

Rhea-AI Filing Summary