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Commerce Bancshares (NASDAQ: CBSH) awards special RSUs to two top executives

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Commerce Bancshares, Inc. approved special equity awards as part of its succession planning. The Compensation and Human Resources Committee granted time-vested restricted stock units to Executive Vice President Kevin G. Barth and Executive Vice President and CFO Charles G. Kim on July 1, 2026. Each award covers 44,262 RSUs tied to the company’s common stock, vesting on a three-year cliff basis if the executive remains employed. The grants provide pro rata vesting upon death or disability, but not upon retirement before the vesting date, and include a non-competition covenant that applies after any termination of service. The awards are issued under the company’s Equity Incentive Plan using a previously established RSU agreement form with the noted modifications.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
RSUs per executive 44,262 RSUs Special time-vested RSU grant to each named executive officer
Number of executives granted 2 executives Kevin G. Barth and Charles G. Kim received special RSU awards
Vesting period 3 years RSUs vest on a three-year cliff basis contingent on continued employment
Grant date July 1, 2026 Date the Compensation and Human Resources Committee approved the RSU grants
restricted stock units financial
"approved two special time-vested grants of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
three-year cliff basis financial
"subject to vesting on a three-year cliff basis, contingent upon continued employment"
non-competition covenant financial
"the non-competition covenant applies following any termination of service for any reason"
Equity Incentive Plan financial
"pursuant to the Commerce Bancshares, Inc. Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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Understanding 8-K Material Events →
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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): July 1, 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 classTrading symbol(s)Name of exchange on which registered
$5 Par Value Common StockCBSHNASDAQ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On July 1, 2026, the Compensation and Human Resources Committee of the Board of Directors of Commerce Bancshares, Inc. (the “Company”) approved two special time-vested grants of restricted stock units (“RSUs”), in connection with the Company’s overall succession planning, to Kevin G. Barth, Executive Vice President, and Charles G. Kim, Executive Vice President and CFO, each of whom is a named executive officer of the Company.

Each RSU grant represents the right to receive 44,262 shares of the Company’s common stock, subject to adjustment as described in the RSU agreements, and subject to vesting on a three-year cliff basis, contingent upon continued employment. The awards are governed by a form of RSU agreement substantially in the form previously used by the Company for RSU grants included in its 2026 long-term incentive equity awards and filed as an exhibit to the Company’s Form 10-K for its most recent fiscal year, except that (i) pro rata vesting will still occur in the event of the officer’s death or disability, but not upon retirement prior to the end of the vesting period and (ii) the non-competition covenant applies following any termination of service for any reason. The foregoing summary description of the terms of these special RSU grants is not complete and is qualified in its entirety by reference to the full text of the form of the related RSU award agreement, which is filed as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits

10.1    Form of Notice of Grant of Award Agreement for 2026 Special Restricted Stock Units, pursuant to the Commerce Bancshares, Inc. Equity Incentive Plan

104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




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/ Steven A. Brandjord
  Steven A. Brandjord
  Controller
(Chief Accounting Officer) 
Date: July 6, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What executive equity awards did Commerce Bancshares (CBSH) approve?

Commerce Bancshares approved special time-vested restricted stock unit awards for two named executive officers. Kevin G. Barth and Charles G. Kim each received 44,262 RSUs under the company’s Equity Incentive Plan, designed to support the company’s overall succession planning strategy.

How many Commerce Bancshares (CBSH) RSUs were granted to each executive?

Each executive received 44,262 restricted stock units. These RSUs represent the right to receive shares of Commerce Bancshares common stock, subject to adjustment under the RSU agreements and contingent on satisfying the three-year cliff vesting and continued employment conditions described in the filing.

What are the vesting terms for the CBSH special RSU grants?

The special RSU grants vest on a three-year cliff basis, contingent on continued employment through the vesting date. Pro rata vesting still occurs if the officer dies or becomes disabled, but retirement before the end of the vesting period no longer triggers pro rata vesting for these particular awards.

Which Commerce Bancshares executives received the special RSU awards?

Executive Vice President Kevin G. Barth and Executive Vice President and CFO Charles G. Kim received the special RSU awards. Both are named executive officers of Commerce Bancshares and are key participants in the company’s succession planning, as reflected by these tailored equity grants.

How do these CBSH RSU awards differ from prior RSU agreements?

The awards use Commerce Bancshares’ standard RSU form but with two key changes. Pro rata vesting no longer applies to retirement before vesting, and the non-competition covenant applies following any termination of service, broadening post-employment restrictions compared to prior long-term incentive RSU grants.

Under what plan were the Commerce Bancshares special RSUs issued?

The special RSUs were issued under the Commerce Bancshares, Inc. Equity Incentive Plan. They are governed by a form of RSU agreement previously used for 2026 long-term incentive awards, with specific modifications to retirement vesting treatment and the scope of the non-competition covenant.

Filing Exhibits & Attachments

4 documents

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