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Commerce Bancshares Inc 8-K Filings

CBSH NASDAQ

Every 8-K that Commerce Bancshares Inc (CBSH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CBSH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CBSH filings page.

Rhea-AI Summary

Commerce Bancshares, Inc. corrected a typographical description of asset growth and at the same time reported solid second‑quarter 2026 results. The amended statement now reads that assets under administration grew $3.1 billion, or 3.4%, over the prior quarter.

Diluted earnings per share were $1.10, compared with $1.09 in the same quarter of 2025 and $0.96 in the first quarter of 2026, on net income of $159.8 million. Net interest income was $315.1 million and non‑interest income $183.8 million, with net interest margin improving to 3.77%. For the quarter, return on average assets was 1.84%, return on average equity 14.70%, and the efficiency ratio 58.40%.

Average loans were $20.5 billion and average deposits $27.6 billion. Credit quality indicators remained favorable, with annualized net loan charge‑offs at 0.19% of average loans and non‑accrual loans at 0.06% of total loans. Commerce repurchased approximately 2.1 million shares for $110 million and paid a quarterly dividend of $0.275 per share.

Rhea-AI Summary

Commerce Bancshares, Inc. reported second-quarter 2026 diluted EPS of $1.10, up from $0.96 in the prior quarter and $1.09 a year earlier. Net income was $159.8 million, driven by higher net interest income, stronger fee revenue and a lower provision for credit losses, partly offset by higher operating expenses.

Net interest income rose to $315.1 million as the net yield on interest-earning assets increased 18 basis points to 3.77%, helped by loan growth and securities portfolio repositioning. Total revenue was about $498.9 million, with non-interest income of $183.8 million representing 36.8% of revenue. Average loans increased to $20.5 billion while average deposits were $27.6 billion, producing a 74.4% average loan-to-deposit ratio.

Credit metrics remained conservative: annualized net loan charge-offs were 0.19% of average loans, non-accrual loans were 0.06% of loans, and the allowance for credit losses on loans was $195.4 million, or 0.94% of loans. Return on average assets was 1.84% and return on average equity 14.70%. The company repurchased approximately 2.1 million shares for $110 million and paid a quarterly dividend of $0.275 per share.

Rhea-AI 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.

Rhea-AI Summary

Commerce Bancshares reported that Visa accepted its tender of 411,723 Visa Class B-2 shares in an exchange for Visa Class B-3 and Class C shares. As a result, the company marked its Visa Class C stock to fair value and recorded a pre-tax gain of $99 million, based on the Visa Class A closing price of $318.79 on May 8, 2026.

The company also approved a plan to sell approximately $911 million of available-for-sale debt securities yielding about 2.5%, expecting a pre-tax loss of about $95 million. It plans to reinvest proceeds into interest-earning assets around 4.0%, which it expects will raise net interest income, lower earnings volatility, reduce interest-rate exposure, and improve balance sheet flexibility. Overall, the combined impact of the gain and repositioning is expected to be approximately neutral to the Common Equity Tier 1 capital ratio.

Rhea-AI Summary

Commerce Bancshares, Inc. reported a change in its board leadership. Director Benjamin F. Rassieur, III retired from the Board of Directors effective May 7, 2026, in line with the company’s mandatory retirement requirements. He had served on the board since 1997 and was a member and former chairman of the Audit and Risk Committee, contributing to oversight of the company’s financial reporting and risk management.

Rhea-AI Summary

Commerce Bancshares, Inc. authorized repurchases of up to 7,500,000 shares of its common stock under its share repurchase program. This increases the capacity to return capital to shareholders through open-market or other buyback activity.

The company’s Board appointed Steven A. Brandjord as Corporate Controller and Chief Accounting Officer, effective May 15, 2026. Shareholders elected four directors to serve until the 2029 annual meeting, ratified KPMG LLP as independent auditor for 2026, and approved the non-binding advisory vote on executive compensation, with each proposal receiving sufficient support to pass.

Rhea-AI 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.

Rhea-AI Summary

Commerce Bancshares, Inc. reported first quarter 2026 diluted earnings per share of $0.96, up from $0.93 a year ago but down from $1.01 in the prior quarter. Net income was $141.6 million, with total revenue of $475.7 million driven by net interest income of $299.8 million and non-interest income of $175.9 million.

The quarter reflects the first full period of the FineMark Holdings, Inc. acquisition, which added about $3.9 billion in assets, $2.7 billion in loans, $3.1 billion in deposits and $8.7 billion in assets under administration. Period-end total assets reached $35.7 billion, loans $20.5 billion, and deposits $28.4 billion.

Profitability remained solid, with return on average assets of 1.62% and return on average equity of 13.22%, though the efficiency ratio rose to 60.0% as non-interest expense increased 22% year over year, including $14.0 million of acquisition-related costs and $5.4 million of intangible amortization. Asset quality stayed strong: non-accrual loans were 0.05% of total loans and net charge-offs were 0.30% of average loans. The company returned capital to shareholders via $84 million of share repurchases and a quarterly dividend of $0.275 per share.

Rhea-AI Summary

Commerce Bancshares, Inc. reported that Paul A. Steiner, its Corporate Controller and Chief Accounting Officer, has decided to resign to pursue other opportunities. The company stated his decision is not due to any disagreement regarding finances, accounting, operations, policies, or practices.

Steiner will remain through July 7, 2026 to support an orderly transition. The company has selected Steven A. Brandjord as his successor, who will become Corporate Controller and Chief Accounting Officer effective May 2026, following Board appointment.

In connection with his promotion, Brandjord will receive approximately 2,100 restricted stock units that vest over four years under the company’s standard equity award agreement. Brandjord joined the company in 2014 and currently serves as Assistant Controller and Director of Tax.

Rhea-AI Summary

Commerce Bancshares, Inc. updated executive compensation for 2026. On February 3, 2026, the board’s Compensation and Human Resources Committee set new base salaries effective March 28, 2026 and approved 2025 performance-based cash bonuses for the CEO and other named executive officers.

The CEO, John W. Kemper, received a $1,050,000 performance-based cash bonus and 2,313,108 in performance-vested RSUs by value, with 36,076 performance-vested RSUs and 18,038 time-vested RSUs. Other executives received 2026 salaries between 547,690 and 619,126 and bonuses between 662,918 and 802,483.

The company adopted a new long-term incentive design splitting awards into one-third time-vested RSUs and two-thirds performance-vested RSUs. Both vest on a three-year cliff schedule, with performance units tied equally to adjusted return on average equity and diluted EPS growth, and subject to a ±20% total shareholder return modifier.

Rhea-AI Summary

Commerce Bancshares, Inc. filed a current report to furnish materials related to its Fourth Quarter 2025 earnings. The company attached a press release dated January 22, 2026 as an exhibit, along with a slide presentation for investors and analysts on the same date. These materials are provided for information purposes and are not treated as filed for liability purposes under federal securities laws. The company notes that this earnings information and related exhibits are also available through its investor relations website.

Rhea-AI Summary

Commerce Bancshares (CBSH) announced two updates. The board approved the repurchase, in combination with the amount remaining from the prior authorization on April 17, 2024, of up to 5,000,000 total shares of common stock, as disclosed in a press release dated November 3, 2025.

The company also appointed Alaina G. Maciá as an independent director effective October 31, 2025, filling the vacancy from Jonathan M. Kemper’s retirement. She will serve on the Compensation and Human Resources Committee and complete the Board term through 2027. She will receive the standard non‑employee director compensation, prorated to her start date, and there are no related‑party arrangements requiring disclosure.

Rhea-AI Summary

Commerce Bancshares, Inc. furnished a press release announcing third quarter 2025 earnings under Item 2.02 of Form 8-K. The release, dated October 16, 2025, is included as Exhibit 99.1, with an accompanying investor and analyst slide presentation as Exhibit 99.2.

The information is furnished, not filed, under the Exchange Act and is not incorporated by reference into Securities Act filings. The materials are available on the company’s investor relations website.

Rhea-AI Summary

Commerce Bancshares, Inc. reported that long-time director Jonathan M. Kemper retired from its Board of Directors effective August 31, 2025, in accordance with the company’s mandatory retirement requirements. He had served on the Board since 1997 and is the retired Chairman Emeritus of Commerce Bank.