Every material Form 8-K Commerce Bancshares has filed with the SEC since April 29, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Commerce Bancshares' Board of Directors approved a new share repurchase program of up to 7,500,000 shares of common stock, combined with the amount remaining from the prior authorization of April 24, 2026. The company announced the approval in a press release dated November 3, 2026, filed as Exhibit 99.1. The filing does not state the dollar value of the program or the timing of purchases, so shareholders can see the size in shares but not its cost.
Board approved repurchase of up to 7,500,000 total shares of common stock
Total includes the amount remaining from the prior authorization approved April 24, 2026
Announced in a press release dated November 3, 2026 (Exhibit 99.1)
Filing does not state a dollar amount or purchase timeline
Commerce Bancshares reported third quarter 2026 earnings of $1.08 per share and net income of $155.0 million, up from $1.01 and $141.5 million a year earlier but down from $1.10 and $159.8 million in the second quarter. The company also repurchased about 1.9 million shares at an average price of $58.84 and reported nine-month EPS of $3.14, compared with $3.03 a year earlier.
Q3 2026 net income was $155.0 million, versus $141.5 million in Q3 2025 and $159.8 million in Q2 2026.
Non-interest income totaled $185.5 million, up 14.8% from the same period last year.
The company bought back about 1.9 million shares at an average price of $58.84 during the quarter.
Nine-month 2026 net income was $456.4 million, versus $425.6 million for the same period in 2025.
Commerce Bancshares reported second-quarter 2026 earnings of $1.10 per diluted share, up from $1.09 a year earlier and $0.96 in the first quarter, on net income of $159.8 million. Net interest income rose to $315.1 million as the net yield on interest-earning assets increased to 3.77%, and the company repurchased about 2.1 million shares for $110 million.
Q2 2026 net income attributable to the company was $159.8 million, compared with $152.5 million in Q2 2025 and $141.6 million in Q1 2026.
Net yield on interest-earning assets rose to 3.77% from 3.59% in the prior quarter; net interest income was $315.1 million.
Non-interest income was $183.8 million; the quarter included a $105.4 million gain on Visa Inc. stock and a $97.7 million loss on the securities portfolio repositioning.
Non-interest expense rose to $297.1 million, and total assets on June 30, 2026 were $35.3 billion.
On July 1, 2026, Commerce Bancshares' compensation committee approved two special restricted stock unit grants to Kevin G. Barth and Charles G. Kim, Executive Vice President and CFO, tied to overall succession planning. The grants are not a leadership change, and the filing does not state any change in either officer's role.
Each officer received an RSU grant for 44,262 shares of common stock, subject to adjustment under the RSU agreements.
Vesting is on a three-year cliff basis, contingent on continued employment.
The award terms differ from the standard 2026 RSU agreement on pro rata vesting at retirement and the non-competition covenant.
Benjamin F. Rassieur, III retired from the Commerce Bancshares board effective May 7, 2026, under 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.
Benjamin F. Rassieur, III retired from the board effective May 7, 2026
Retirement was due to the company's mandatory retirement requirements
Rassieur had been a board member since 1997
He was a member and former committee chairman of the Audit and Risk Committee
Commerce Bancshares said its board increased the number of shares that may be repurchased, with up to 7,500,000 total shares authorized when combined with the amount remaining from the October 31, 2025 authorization. At its April 24, 2026 annual meeting, shareholders re-elected four directors, ratified KPMG LLP as auditor for 2026, and approved the advisory say-on-pay proposal; the company also named Steven A. Brandjord as Corporate Controller and Chief Accounting Officer, effective May 15, 2026.
Board authorized up to 7,500,000 total shares for repurchase, combined with the remaining amount from the October 31, 2025 authorization, per an April 28, 2026 press release
Annual meeting held April 24, 2026; 147,283,966 shares outstanding as of the record date, with 125,909,553 shares represented, so a quorum was present
Shareholders elected Blackford F. Brauer, W. Kyle Chapman, Karen L. Daniel and David W. Kemper to terms expiring in 2029; KPMG LLP ratified and say-on-pay approved
Steven A. Brandjord to become Corporate Controller and Chief Accounting Officer effective May 15, 2026
Commerce Bancshares reported first quarter 2026 earnings of $0.96 per diluted share and net income of $141.6 million, up from $0.93 per share and $131.6 million a year earlier. Results were down from the prior quarter's $1.01 per share, though net income rose from $140.7 million, and they include about $14 million of acquisition-related expense tied to the FineMark Holdings deal, which closed January 1, 2026.
Q1 2026 diluted EPS was $0.96, versus $0.93 in Q1 2025 and $1.01 in Q4 2025.
Net income attributable to the company was $141.6 million, versus $131.6 million in Q1 2025 and $140.7 million in Q4 2025.
The FineMark Holdings acquisition closed January 1, 2026, adding total assets of approximately $3.9 billion.
The company repurchased more than $84 million of common stock during the quarter; return on average assets was 1.62%.
Commerce Bancshares said Corporate Controller and Chief Accounting Officer Paul A. Steiner decided to resign to pursue other opportunities, and that the decision does not stem from any disagreement with the company on finances, accounting, operations, policies or practices. Steven A. Brandjord, currently Assistant Controller and Director of Tax, is named successor effective May 2026, and Steiner stays through July 7, 2026 for an orderly transition.
Paul A. Steiner notified the company of his resignation on March 24, 2026
Steiner remains with the company through July 7, 2026 to support the transition
Steven A. Brandjord joined the company in 2014 and will become Corporate Controller and Chief Accounting Officer in May 2026, subject to Board appointment
Brandjord is being granted approximately 2,100 restricted stock units vesting over 4 years
Commerce Bancshares' compensation committee approved 2026 base salaries, 2025 performance bonuses, and a new design for 2026 long-term equity awards for its CEO and other named executive officers. The filing shows CEO John W. Kemper's 2026 salary at $1,050,000 and his 2025 performance-based bonus at $2,313,108, with the 2026 equity mix now split between time-vested and performance-vested restricted stock units.
CEO John W. Kemper: 2026 salary of $1,050,000 and 2025 performance-based bonus of $2,313,108, effective March 28, 2026 for the salary
Commerce Bancshares reported fourth quarter 2025 diluted earnings per share of $1.01, up from $0.96 a year earlier but flat with the third quarter, and net income of $140.7 million. For the full year, EPS was $4.04 versus $3.69 in 2024, and the company closed its FineMark acquisition on January 1, 2026. Higher full-year earnings and the completed acquisition are the main items for shareholders to note.
Q4 2025 EPS of $1.01 vs. $0.96 in Q4 2024 and $1.01 in Q3 2025
Q4 2025 net income of $140.7 million vs. $136.1 million a year earlier and $141.5 million in Q3 2025
Full-year 2025 EPS of $4.04 and net income of $566.3 million, vs. $3.69 and $526.3 million in 2024
FineMark acquisition closed January 1, 2026; FineMark had $2.7 billion in loans and $3.1 billion in deposits at December 31, 2025
Commerce Bancshares said on January 1, 2026 that it closed its previously announced acquisition of FineMark Holdings, parent of FineMark National Bank & Trust. The filing says the deal adds private banking and wealth management locations in Arizona and South Carolina, and that Commerce has approximately $36 billion of assets and $90 billion of assets under administration on a pro forma basis.
Closing announced January 1, 2026, under a merger agreement dated June 16, 2025
Pro forma assets of approximately $36 billion and $90 billion of assets under administration, using September 30, 2025 data
FineMark National Bank & Trust merged into Commerce Bank and will operate as FineMark Bank & Trust, a division; systems conversion planned for the second half of 2026
The forward-looking statements section cites dilution from Commerce's issuance of common stock in connection with the acquisition
Commerce Bancshares' board approved a share repurchase of up to 5,000,000 total shares, combined with the amount remaining from an April 17, 2024 authorization. The filing does not give a dollar value or the remaining share count, and buybacks will be made at management's discretion and may be suspended or ended at any time. The board also appointed Alaina G. Maciá as an independent director effective October 31, 2025, to fill the seat vacated by Jonathan M. Kemper's retirement.
Board approved repurchase of up to 5,000,000 total shares, combined with the remaining amount from the April 17, 2024 authorization, announced in a November 3, 2025 press release
Repurchases may be made through open market or privately negotiated transactions, timing depends on market conditions, and the program may be suspended or terminated without notice
Alaina G. Maciá, CEO of MTM Health, appointed independent director effective October 31, 2025, filling the vacancy left by Jonathan M. Kemper's retirement and serving until 2027
Maciá will also serve on the Compensation and Human Resources Committee and receive prorated standard non-employee director compensation
Commerce Bancshares reported third-quarter 2025 diluted earnings of $1.06 per share and net income of $141.5 million, up from $1.01 and $138.0 million in the same quarter of 2024 but down from $1.14 and $152.5 million in the second quarter of 2025. For the first nine months, diluted EPS was $3.18 versus $2.86 a year earlier. The company also said it expects to complete its FineMark acquisition on January 1, 2026.
Q3 2025 diluted EPS $1.06, versus $1.01 in Q3 2024 and $1.14 in Q2 2025
Q3 net income $141.5 million, versus $138.0 million a year earlier and $152.5 million in Q2 2025
Provision for credit losses was $20.1 million in Q3 2025, versus $5.6 million in Q2 2025, which management cited as a factor in the sequential decline
Expected close date for the FineMark acquisition is January 1, 2026
Jonathan M. Kemper retired from the Commerce Bancshares board of directors effective August 31, 2025, under the company's mandatory retirement requirements. He had served on the board since 1997 and is retired Chairman Emeritus of Commerce Bank, so the change is a routine board turnover with no stated effect on company operations or finances.
Retirement effective August 31, 2025, due to the company's mandatory retirement requirements
Kemper served on the board since 1997
He is the retired Chairman Emeritus of Commerce Bank
Filing dated September 3, 2025, signed by Controller Paul A. Steiner
Commerce Bancshares reported second quarter 2025 earnings of $1.14 per share, up from $1.03 in the same quarter of 2024 and $0.98 in the first quarter of 2025. Net income attributable to the company was $152.5 million, compared with $139.6 million a year earlier, and the filing furnishes the July 16, 2025 earnings release and an investor slide presentation. For shareholders, the filing shows higher quarterly profit, with the company also referencing its previously announced plan to acquire FineMark Holdings.
Q2 2025 diluted EPS was $1.14, versus $1.03 in Q2 2024 and $0.98 in Q1 2025
Net income for the second quarter was $152.5 million; year-to-date net income was $284.1 million
Net interest income was $280.1 million, and non-interest income was $165.6 million, up 8.8% from a year earlier
Return on average equity was 17.40% for the quarter; non-accrual loans were 0.11% of total loans
Commerce Bancshares signed a merger agreement on June 16, 2025, under which FineMark Holdings will merge into a Commerce subsidiary, with FineMark holders receiving 0.690 Commerce shares per FineMark share. The deal requires FineMark shareholder approval, Federal Reserve and Missouri regulatory approvals, and an S-4 registration, so it is not yet completed; shareholders of both companies would be affected by the share issuance and the $24 million termination fee terms.
Agreement signed June 16, 2025 by Commerce Bancshares, CBI-Kansas and FineMark Holdings
Each FineMark common and Series B preferred share converts into 0.690 Commerce common share, plus cash for fractional shares
FineMark would pay a $24,000,000 termination fee in certain circumstances
Closing requires FineMark shareholder approval, Federal Reserve and Missouri Division of Finance approvals, and an effective Form S-4
Earl H. Devanny, III retired from Commerce Bancshares' board effective April 25, 2025, due to the company's mandatory retirement age; he had served since 2010. At the April 25 annual meeting, shareholders elected Benjamin F. Rassieur, III and four directors to the 2028 class, ratified KPMG LLP as auditor for 2025, and approved executive pay on an advisory basis.
Devanny retired from the board effective April 25, 2025; he chaired the Governance/Directors Committee and sat on the Executive Committee
Benjamin F. Rassieur, III received 87,383,177 votes for and 10,190,629 withheld
KPMG LLP ratified as independent registered public accounting firm for 2025 with 117,237,068 votes for
Say on Pay advisory proposal passed with 89,595,192 votes for and 7,496,037 against
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