Commerce Bank has filed a Schedule 13G reporting beneficial ownership of 8,462,359 shares of Commerce Bancshares, Inc. common stock, representing 6.2% of the class.
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Commerce Bank has filed a Schedule 13G reporting beneficial ownership of 8,462,359 shares of Commerce Bancshares, Inc. common stock, representing 6.2% of the class.
The bank reports sole voting power over 2,098,985 shares and shared voting power over 2,943,320 shares. It has sole dispositive power over 3,469,458 shares and shared dispositive power over 2,191,365 shares. All reported shares are held in Commerce Bancshares’ 401(k) plan or by investment advisory clients of Commerce Bank, which is deemed a beneficial owner due to discretionary investment and/or voting authority. The holdings are certified as being acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.
FAQ
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What ownership stake in CBSH does Commerce Bank report on this Schedule 13G?
Commerce Bank reports beneficial ownership of 8,462,359 shares of Commerce Bancshares, Inc. (CBSH) common stock, representing 6.2% of the outstanding class. This level of ownership requires a Schedule 13G filing under U.S. securities regulations.
How much voting and dispositive power does Commerce Bank have over CBSH shares?
Commerce Bank has sole voting power over 2,098,985 shares and shared voting power over 2,943,320 shares. It holds sole dispositive power over 3,469,458 shares and shared dispositive power over 2,191,365 shares, reflecting different control rights across client and plan accounts.
Who actually owns the CBSH shares reported by Commerce Bank on this Schedule 13G?
All CBSH shares reported are owned by participants in Commerce Bancshares, Inc.’s 401(k) plan or by various investment advisory clients of Commerce Bank. Commerce Bank is deemed a beneficial owner because it can make investment decisions and/or vote these shares.
Is Commerce Bank seeking to influence control of Commerce Bancshares, Inc. with this CBSH stake?
Commerce Bank certifies the CBSH shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing states they are not part of any control-related transaction.
Why did Commerce Bank file a Schedule 13G for its CBSH holdings?
Commerce Bank exceeded the 5% beneficial ownership threshold in Commerce Bancshares, Inc. common stock, triggering a Schedule 13G disclosure. The filing reflects its role as a bank with discretionary authority over client and 401(k) plan shares.
How has Commerce Bank’s CBSH ownership been previously disclosed to investors?
The filing notes that Commerce Bank’s beneficial ownership of Commerce Bancshares, Inc. common stock has been described annually in the company’s definitive proxy statement under Item 403 of Regulation S-K and Schedule 14A, providing recurring ownership disclosure to shareholders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMMERCE BANCSHARES INC /MO/
(Name of Issuer)
Common Stock
(Title of Class of Securities)
200525103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
200525103
1
Names of Reporting Persons
COMMERCE BANK
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MISSOURI
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,098,985.00
6
Shared Voting Power
2,943,320.00
7
Sole Dispositive Power
3,469,458.00
8
Shared Dispositive Power
2,191,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,462,359.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
BK
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
COMMERCE BANCSHARES INC /MO/
(b)
Address of issuer's principal executive offices:
1000 WALNUT, KANSAS CITY, MISSOURI, 64106
Item 2.
(a)
Name of person filing:
Commerce Bank
(b)
Address or principal business office or, if none, residence:
1000 Walnut Street, Kansas City, Missouri 64016
(c)
Citizenship:
Missouri
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
200525103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
8,462,359 *
*Commerce Bank's beneficial ownership of Commerce Bancshares, Inc. common stock has been continuously described in the Commerce Bancshares, Inc. definitive proxy statement on an annual basis pursuant to the requirements of Item 403 of Regulation S-K and Schedule 14A.
(b)
Percent of class:
6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,098,985
(ii) Shared power to vote or to direct the vote:
2,943,320
(iii) Sole power to dispose or to direct the disposition of:
3,469,458
(iv) Shared power to dispose or to direct the disposition of:
2,191,365
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the shares of common stock set forth in Item 4 are owned by participants in Commerce Bancshares, Inc.'s 401(k) plan or by various investment advisory clients of Commerce Bank, which is deemed to be the beneficial owner of those shares pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Commerce Bank have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from sales of the shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
