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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-36502
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
COMMERCE BANCSHARES, INC.
1000 Walnut St, Kansas City, MO 64106
COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN
TABLE OF CONTENTS
| | | | | | | | | | | |
| | | Page Number |
| 1 | |
| | | |
Financial Statements: | | |
| | 2 | |
| | 3 | |
| | 4 | |
| | | |
Supplemental Schedule: | | |
| | 14 | |
| | | |
| 16 | |
| | | |
| | | 16 | |
| | | |
Report of Independent Registered Public Accounting Firm
To the Retirement Committee of Commerce Bancshares, Inc.
Commerce Bancshares, Inc. Participating Investment Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Commerce Bancshares, Inc. Participating Investment Plan (the “Plan”) as of December 31, 2025 and 2024, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i-Schedule of Assets (Held at Year End) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
Armanino LLP
St. Louis, Missouri
June 22, 2026
We have served as the Plan’s auditor since 2022.
COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2025 | | 2024 |
| ASSETS | | | | | |
| | | | | | | | |
| | | | |
| | | | | | | | |
| Investments, at fair value: | | | | |
| Commerce Bancshares, Inc. Common Stock Fund: | | | |
| | Commerce Bancshares, Inc. Common Stock | $ | 130,341,858 | | | $ | 154,139,937 | |
| | Fidelity Retirement Money Market Fund | 4,059,452 | | | 4,314,815 | |
| | | Commerce Bancshares, Inc. Common Stock Fund | 134,401,310 | | | 158,454,752 | |
| | | | | | | | |
| Mutual funds | 453,116,450 | | | 662,501,286 | |
| | | | | | | | |
| Common collective trusts | 564,315,384 | | | 237,430,380 | |
| | | | | | |
| Stable value fund | 25,202,968 | | | 29,526,977 | |
| | | Total investments, at fair value | 1,177,036,112 | | | 1,087,913,395 | |
| | | | | | | | |
| Notes receivable from participants | 12,180,139 | | | 11,040,525 | |
| | | | | | | | |
| | | |
| | | | | | | | |
| | | |
| | | | | | | | |
| | | |
| | | | | | | | |
| Net assets available for benefits | $ | 1,189,216,251 | | | $ | 1,098,953,920 | |
| | | | | | | | |
| See accompanying notes to financial statements. | | | |
COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2025 and 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2025 | | 2024 |
| Additions to Net Assets Attributable to: | | | | |
| Investment income: | | | | |
| Interest and dividends | | $ | 27,418,369 | | | $ | 30,009,137 | |
| Net appreciation in fair value of investments | 101,231,231 | | | 131,948,295 | |
| | Total investment income | | 128,649,600 | | | 161,957,432 | |
| | | | | | | |
| Interest income on notes receivable from participants | 952,231 | | | 794,300 | |
| | | | | | | |
| Contributions: | | | | |
| Participant | | 39,204,288 | | | 38,132,851 | |
| Employer | | 20,700,397 | | | 20,211,352 | |
| Participant rollovers | | 4,212,624 | | | 3,396,543 | |
| | Total contributions | | 64,117,309 | | | 61,740,746 | |
| | Total additions | | 193,719,140 | | | 224,492,478 | |
| | | | | | | |
| Deductions from Net Assets Attributable to: | | | | |
| Distributions to participants | | (103,609,003) | | | (107,155,996) | |
| Administrative credits (expenses) | | 152,194 | | | 102,822 | |
| | Total deductions | (103,456,809) | | | (107,053,174) | |
| | | | | | | |
| | Net increase | | 90,262,331 | | | 117,439,304 | |
| Net assets available for benefits: | | | | |
| Beginning of year | | 1,098,953,920 | | | 981,514,616 | |
| End of year | | $ | 1,189,216,251 | | | $ | 1,098,953,920 | |
| | | | | | | |
| See accompanying notes to financial statements. | | | |
COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN
Notes to Financial Statements
Years ended December 31, 2025 and 2024
(1)Description of the Plan
General
The following description of the Commerce Bancshares, Inc. Participating Investment Plan (the Plan) is provided for general informational purposes only. Terms of the Plan are more fully described in the Plan document, which is available to each participant. The Plan is a defined contribution plan that is qualified under section 401 of the Internal Revenue Code and covers employees of Commerce Bancshares, Inc. (the Company) or a participating subsidiary who are 21 years or older. Employees are eligible to participate as of the first day of the month following the completion of thirty days of service. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA).
The Company is the plan sponsor and is advised by the Retirement Committee of Commerce Bancshares, Inc., which acts as the plan administrator. Commerce Bank, a subsidiary of the Company, is the trustee of the Plan. There were 4,953 and 4,952 active participants with balances in the Plan at December 31, 2025 and 2024, respectively.
Contributions
Participating employees may elect to contribute to the Plan a maximum of 50% of their eligible compensation, as defined by the Plan, and subject to certain limitations under the Internal Revenue Code (IRS) (not to exceed $23,500 in 2025 and $23,000 in 2024). These participant contributions are made on a pre-tax basis. The Company also offers employees the option to make Roth contributions. The Roth contributions made by the employee are included in the employees' income at the time deferred and are segregated with a separate Roth account within the Plan. The Roth contributions, together with the participants' pre-tax contributions, are subject to the limitations above. Additionally, participants who attained the age of 50 could contribute an additional $7,500 of catch-up contributions in both 2025 and 2024. The catch-up contributions are not subject to the Company's matching contribution.
The Company's matching contribution is a graded matching percentage from 50% - 100% determined by age plus years of employment on the first 7% of eligible compensation. The Company makes true-up matching contributions to participants who contribute the IRS maximum before the end of the year and, as a result, would not receive the full employer matching contribution. Additionally, the Company may make a discretionary contribution. The Company made no discretionary contributions in 2025 or 2024.
Participants have the option to direct the investment of their contributions and the Company's matching contributions in any combination of the investment funds offered by the Plan. The funds offered as of December 31, 2025 are listed on page 13 of this report.
Participants may roll over funds into the Plan from any qualified plan, subject to the approval of the plan administrator. Rollover contributions earn investment income and share in investment gains or losses. Participants are 100% vested in rollover contributions. Participants direct the investment of their rollover contributions to any of the various investment options offered by the Plan. Participants may rollover Roth funds into a segregated Roth account within the Plan.
The largest investment fund within the Plan is the Commerce Bancshares, Inc. Common Stock Fund (Company Stock Fund). Assets of the Company Stock Fund are almost entirely comprised of Commerce Bancshares, Inc. common stock. As a result, cash dividends on Commerce Bancshares, Inc. common stock are paid directly to the Company Stock Fund and allocated to the participants. Participants with balances in the Company Stock Fund have the option to reinvest their cash dividends in the Company Stock Fund or have dividends paid to them directly.
Participant Accounts
Each participant's account is credited with the participant's contribution, the Company's matching and discretionary contributions, and an allocation of Plan earnings (loss) and administrative credits (expenses). The earnings (loss) allocation is based on the performance of the participant's allocated investment fund balances. The benefit to which a participant is entitled is the vested portion of the participant's account.
Participants may make transfers between existing fund balances at any time, subject to individual fund restrictions. These transactions are done in 1% increments or specific dollar amounts. Participating employees may change future investment elections at any time upon notification to the Plan. These transactions are done in 1% increments.
Participant Vesting
Participants are vested immediately in their contributions plus actual earnings thereon, however, only upon termination of employment are participants entitled to receive their contributions and accumulated earnings thereon. Current Company matching contributions are subject to the following vesting schedule:
| | | | | | | | |
| Years of vesting service | | Percentage vested |
| | |
| Less than 3 | | 0 | % |
| 3 or more | | 100 | |
A participant will become fully vested in the value of all Company contributions in the event of death, permanent and total disability, or retirement on or after age 65, regardless of the participant's years of vesting service. A year of vesting service generally is each Plan year during which the participant earns at least 1,000 hours of service and is over the age of 21.
Forfeitures
Forfeitures are based on the nonvested portion of the Company's contribution upon employee termination. Forfeited amounts are applied as a reduction of contributions by the Company. Forfeitures were used to reduce the Company's contribution by $444,576 in 2025, and $354,972 in 2024. The balance of unallocated forfeitures available to offset future Company contributions amounted to $170,840 and $145,007 at December 31, 2025 and 2024, respectively.
Notes Receivable from Participants
A participant may borrow from the Plan amounts collateralized by the vested portion of his or her Plan account. A participant may not have more than two loans outstanding at one time. Loans outstanding may not exceed the lesser of $50,000 or 50% of the participant's vested account balance (excluding employee stock ownership plan account balances). The loans are repaid through payroll deductions over terms which are based upon the amounts borrowed and normally do not exceed five years. The loans are secured by the balance in the participant's account. Interest rates charged on participant loans are based on the Commerce Prime Rate plus 1% at the date of the distribution and are fixed throughout the life of the loan. At
December 31, 2025, interest rates on the loans outstanding ranged from 4.25% to 9.50%. The participant may continue to make contributions to the Plan throughout the term of the loan.
Administrative Expenses
Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Administrative expenses incidental to the administration of the Plan may be paid by the Company, and, if not paid by the Company, shall be paid by the Plan. Setup fees for new loans and investment advisory fees are deducted from the respective participant's account. The Company elected to pay substantially all other administration fees for the years ended December 31, 2025 and 2024.
Distributions
Distributions of vested account balances are available upon termination, retirement, death or permanent and total disability. Distributions are made in lump sum or systematic amounts to the participant or designated beneficiaries based on participant election.
Reclassifications
Certain amounts in the 2024 financial statements have been reclassified to conform with the 2025 presentation. The reclassifications included in the fair value leveling of the Company Stock Fund. See Footnote 7 - Fair Value Measurements. These reclassifications do not affect the financial statements for any period.
(2)Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis in conformity with U.S. generally accepted accounting principles.
Investments
The Plan's investments are held in an account at Fidelity Management Trust Company. On each valuation date, as defined by the Plan, securities held by the Plan are valued at fair value, and the increase or decrease in the value of securities held, plus any net income or loss, is allocated to the participant's accounts. Refer to the Fair Value Measurements (Note 7) for additional valuation information.
Net appreciation (or depreciation) in fair value of investments includes realized and unrealized gains and losses. Also included in fair value of investments is the reinvestment of interest and dividends earned on funds invested in the money market and Company Stock funds. Purchases and sales of securities are recorded on a trade-date basis (the date the order to buy or sell is executed). Interest is accrued as earned and dividend income is recorded on the ex-dividend date.
Notes Receivable from Participants
Loans to participants are carried at amortized cost and are measured as the unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions, based upon the terms of the Plan document.
Use of Estimates
The Plan utilizes a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare its financial statements in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.
Payment of Benefits
Distributions to the participants of the Plan are recorded when paid.
(3)Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.
(4)Company Stock Fund
The Company Stock Fund is accounted for on a unit accounting basis. The fund has a cash reserve in order to provide the liquidity necessary to process daily fund transactions by the close of market each business day. The cash reserve generally represents between one and five percent of the total fund value and varies depending upon account activity. The reserve may consist of cash or cash equivalents. As of December 31, 2025 and 2024, the cash reserve totaled $4,059,452 and $4,314,815 respectively.
In January 1995, all assets held by the Company's qualified employee stock ownership plan were merged into the Plan and remain under a portion of the Plan that qualifies as an employee stock ownership plan (ESOP). All Company common stock attributable to the ESOP has been fully allocated to participant account balances and is held as units of the Company Stock Fund. At December 31, 2025 and 2024, 264 and 298 participants, respectively, had an ESOP related account balance.
Information about changes in ESOP assets included in the Company Stock Fund for the years ended December 31, 2025 and 2024, is as follows:
| | | | | | | | | | | | | | | | | |
| | | 2025 | | 2024 |
| Beginning balance | $ | 21,861,021 | | | $ | 21,938,157 | |
| Net appreciation (depreciation) in | | | |
| fair value of investments | (797,851) | | | 3,769,800 | |
| Distributions to participants | (2,817,204) | | | (3,846,936) | |
| Ending balance | $ | 18,245,966 | | | $ | 21,861,021 | |
In addition, the Company Stock Fund utilizes available cash from participant and employer directed contributions and dividends to purchase Commerce Bancshares, Inc. common stock on the open market. During 2025 and 2024, total dividends paid on shares of Company stock held by the Company Stock Fund and the amount thereof which was distributed directly to the participants is as follows:
| | | | | | | | | | | | | | | | | |
| | | 2025 | | 2024 |
| Portion of dividend reinvested in Company stock | $ | 1,685,762 | | | $ | 1,720,782 | |
| Portion of dividend distributed to participants | 945,254 | | | 960,144 | |
| Dividends paid on shares of Company stock | $ | 2,631,016 | | | $ | 2,680,926 | |
(5)Federal Income Taxes
In a determination letter dated August 25, 2023, the Internal Revenue Service stated that the Plan met the requirements of section 401(a) of the Internal Revenue Code (IRC) and the Trust established thereunder was exempt from federal tax under section 501(a) of the IRC.
The Company is entitled to deduct for federal income tax purposes the amount of contributions made by the Company and each of its participating subsidiaries for the benefit of employees. In general, neither such contributions nor the income from the trust will be taxable to participants as income prior to the time such participants receive a distribution from the Plan. Participant contributions are not required to be included in the employees' taxable income until the year or years in which they are distributed or made available to them, with the exception of participant contributions to Roth accounts which are included in employees' income at the time deferred.
U.S. generally accepted accounting principles require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2022.
(6)Transactions with Related Parties
Certain Plan investments are shares of a mutual fund managed by Commerce Trust, a division of Commerce Bank. The Company Stock Fund also includes shares of Company common stock. Transactions in these funds qualify as party-in-interest transactions. Plan investments also include shares of mutual funds managed by Fidelity Management Trust Company, custodian of the Plan, and Fidelity Investments Institutional Operations Company, Inc., recordkeeper of the Plan. Transactions in these funds are exempt party-in-interest transactions under ERISA.
Transactions with the Company and its affiliates during the years ended December 31, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Purchases | | Sales |
| | | | | | | | | Realized |
| Units | | Cost | | Units | | Proceeds | | Gains (Losses) |
| 2025 | | | | | | | | | |
| Company Stock Fund | 274,442 | | | $ | 16,859,197 | | | 384,374 | | | $ | 24,020,181 | | | $ | 8,960,993 | |
| Commerce Mutual Funds | 538,986 | | | 9,666,248 | | | 844,470 | | | 15,205,550 | | | (196,159) | |
| | | | | | | | | |
| 2024 | | | | | | | | | |
| Company Stock Fund | 317,865 | | | $ | 18,359,682 | | | 749,990 | | | $ | 42,669,845 | | | $ | 14,968,637 | |
| Commerce Mutual Funds | 1,027,871 | | | 18,183,279 | | | 639,991 | | | 11,391,694 | | | (442,049) | |
(7)Fair Value Measurements
The Plan follows the Financial Accounting Standards Board's (FASB) guidance for fair value measurements. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Plan uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1 - inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
•Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).
•Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Plan's best information and assumptions that a market participant would consider.
When determining the fair value measurements for assets and liabilities required or permitted to be recorded or disclosed at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Plan looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Plan looks to market observable data for similar assets and liabilities. To the extent certain assets and liabilities are not actively traded in observable markets, the Plan would use alternative valuation techniques to derive an estimated fair value measurement.
Following is a description of the Plan's valuation methodologies used for assets measured at fair value on a recurring basis:
Common Stock
Common stocks held within the Company Stock Fund are valued at the closing price reported on the active market on which the individual securities are traded. Because the measurements utilize quoted prices in an active market, common stocks are classified as Level 1. The Company Stock Fund also has a cash reserve.
When multiple inputs are present, the value of the fund is not based solely on a single unadjusted quoted market price, so their combined measurement is classified as Level 2.
Mutual Funds
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed be actively traded and their measurements are classified as Level 1.
Common Collective Trusts
The common collective trusts held by the Plan are measured using net asset value, provided by the fund manager, as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less any liabilities.
Stable Value Funds
The stable value funds held by the Plan are managed by Fidelity Management Trust Company. Only qualified, participant-directed, defined contribution plans may invest in the funds. The funds invest in benefit-responsive investment contracts issued by insurance companies and other financial institutions, fixed income securities, and money market funds. The stable value funds seek to maintain a net asset value of $1 per share. In order to maintain the net asset value upon the occurrence of certain events, the funds and their participants are subject to certain restrictions.
The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2025 and 2024. There were no transfers between levels in the hierarchy in 2025 or 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Other Unobservable Inputs |
| | | | 2025 | | (Level 1) | | (Level 2) | | (Level 3) |
| Investments measured at fair value | | | | | | | |
Commerce Bancshares, Inc. Common Stock Fund(1) | $ | 134,401,310 | | | $ | — | | | $ | 134,401,310 | | | $ | — | |
| | | | | | | |
| Mutual Funds | 453,116,450 | | | 453,116,450 | | | — | | | — | |
| Investments measured at fair value | $ | 587,517,760 | | | $ | 453,116,450 | | | $ | 134,401,310 | | | $ | — | |
| | | | | | | |
Investments measured at net asset value (2) | | | | | | | |
| Common Collective Trusts | 564,315,384 | | | | | | | |
| | | | | | | | | | |
| Stable Value Funds | 25,202,968 | | | | | | | |
| | | | | | | | | | |
| Total Investments | $ | 1,177,036,112 | | | | | | | |
| | | | | | | | | | |
(1) Effective January 1, 2025, based on the assessment on inputs, the Plan changed the classification of the Company Stock Fund from Level 1 to Level 2 within the fair value hierarchy. This change in presentation had no impact on the total value of investments or the Plan's net assets available for benefits. Prior period activity has been reclassified to conform with the current year presentation. (2) In accordance with Subtopic ASC 820-10, investments that were measured at net asset value have not been classified in the fair value hierarchy. The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Other Unobservable Inputs |
| | | | 2024 | | (Level 1) | | (Level 2) | | (Level 3) |
| Investments measured at fair value | | | | | | | |
Commerce Bancshares, Inc. Common Stock Fund(1) | $ | 158,454,752 | | | $ | — | | | $ | 158,454,752 | | | $ | — | |
| | | | | | | | | | |
| Mutual Funds | 662,501,286 | | | 662,501,286 | | | — | | | — | |
| Investments measured at fair value | $ | 820,956,038 | | | $ | 662,501,286 | | | $ | 158,454,752 | | | $ | — | |
| | | | | | | | | | |
Investments measured at net asset value (2) | | | | | | | |
| Common Collective Trusts | 237,430,380 | | | | | | | |
| | | | | | | | | | |
| Stable Value Funds | 29,526,977 | | | | | | | |
| | | | | | | | | | |
| Total Investments | $ | 1,087,913,395 | | | | | | | |
| | | | | | | | | | |
(1) Effective January 1, 2025, based on the assessment on inputs, the Plan changed the classification of the Company Stock Fund from Level 1 to Level 2 within the fair value hierarchy. This change in presentation had no impact on the total value of investments or the Plan's net assets available for benefits. Prior period activity has been reclassified to conform with the current year presentation. (2) In accordance with Subtopic ASC 820-10, investments that were measured at net asset value have not been classified in the fair value hierarchy. The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
As shown in the tables above, the fair value hierarchy excludes investments in common collective trusts and stable value funds of which values are based upon the NAV. The following table provides additional information as of December 31, 2025 and 2024 for the common collective trusts:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value at December 31, 2025 | | Investment | | Unfunded Commitments | | Redemption |
| 2025 | | $564,315,384 | | | Common collective trusts | | None | | 30-days notice, period may be shortened or waived by the trustee |
| | $25,202,968 | | | Stable Value Funds | | None | | Daily(1) |
| | | | | | | | |
| 2024 | | $237,430,380 | | | Common collective trusts | | None | | 30-days notice, period may be shortened or waived by the trustee |
| | $29,526,977 | | | Stable Value Funds | | None | | Daily(1) |
(1) Plan-level redemptions are subject to notice and potential liquidity restrictions, which could extend the redemption for all or a portion of the investment for up to 12 months. |
(8)Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.
(9)Plan Amendment
There were no significant amendments to the Plan during 2024 or 2025.
(10)New Accounting Pronouncements
There were no new accounting pronouncements adopted by the Plan in 2025.
(11)Subsequent Events
The Plan has evaluated subsequent events from the date of the statement of net assets available for benefits through June 22, 2026, the date at which the financial statements were available to be issued, and determined that there are no additional items to disclose.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Schedule 1 |
| COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN |
| Schedule H, line 4i - Schedule of Assets (Held at End of Year) |
EIN #: 43-0889454 |
Plan #: 002 |
| December 31, 2025 |
| | | | | Number | | | | |
| (a) | | (b) Identity of issue | of shares/units | | (d) Cost | | (e) Fair Value |
| Commerce Bancshares, Inc. Common Stock Fund: | | | | | |
| * | | Commerce Bancshares, Inc. Common Stock | 2,490,257 | | | ** | | $ | 130,341,858 | |
| * | | Fidelity Retirement Money Market Fund | 4,059,452 | | | ** | | 4,059,452 | |
| | Total Common Stock Fund | 2,383,847 | | | | | 134,401,310 | |
| | | | | | | | | |
| Stable Value Funds: | | | | | |
| * | | Managed Income Portfolio Fund Class 2 | 25,202,968 | | | ** | | 25,202,968 | |
| | Total Stable Value Funds | | | | | 25,202,968 | |
| | | | | | | | | |
| Common Collective Trusts: | | | | | |
| | T. Rowe Price Retirement 2005 Trust Class F | 17,429 | | | ** | | 406,452 | |
| | T. Rowe Price Retirement 2010 Trust Class F | 29,977 | | | ** | | 749,128 | |
| | T. Rowe Price Retirement 2015 Trust Class F | 48,276 | | | ** | | 1,323,723 | |
| | T. Rowe Price Retirement 2020 Trust Class F | 283,474 | | | ** | | 8,484,374 | |
| | T. Rowe Price Retirement 2025 Trust Class F | 889,504 | | | ** | | 29,220,220 | |
| | T. Rowe Price Retirement 2030 Trust Class F | 1,340,741 | | | ** | | 48,628,689 | |
| | T. Rowe Price Retirement 2035 Trust Class F | 890,740 | | | ** | | 35,442,531 | |
| | T. Rowe Price Retirement 2040 Trust Class F | 966,270 | | | ** | | 41,259,740 | |
| | T. Rowe Price Retirement 2045 Trust Class F | 682,956 | | | ** | | 30,357,413 | |
| | T. Rowe Price Retirement 2050 Trust Class F | 802,409 | | | ** | | 35,915,831 | |
| | T. Rowe Price Retirement 2055 Trust Class F | 561,190 | | | ** | | 25,146,932 | |
| | T. Rowe Price Retirement 2060 Trust Class F | 623,648 | | | ** | | 17,879,986 | |
| | T. Rowe Price Retirement 2065 Trust Class F | 203,193 | | | ** | | 3,643,245 | |
| * | | Spartan Total Market Index Pool Class C | 385,876 | | | ** | | 117,105,600 | |
| * | | Spartan 500 Index Pool Class C | 446,883 | | | ** | | 145,174,313 | |
| * | | Spartan International Index Pool Class C | 132,382 | | | ** | | 23,577,207 | |
| | Total Common Collective Trusts | | | | | 564,315,384 | |
| | | | | | | | | |
| Mutual Funds: | | | | | |
| | American Century Inflation-Adjusted Bond Fund R6 Class | 406,251 | | | ** | | 4,285,949 | |
| | American Funds Small Cap World Fund Class R6 | 51,030 | | | ** | | 3,893,112 | |
| * | | Commerce Bond Fund | 2,110,700 | | | ** | | 38,435,847 | |
| | DFA Emerging Markets Value Fund | 441,008 | | | ** | | 16,414,325 | |
| | Dodge & Cox International Stock Fund | 2,260,521 | | | ** | | 37,208,173 | |
| * | | Fidelity Money Market Government Portfolio | 205,262 | | | ** | | 205,262 | |
| * | | Fidelity US Bond Index Fund | 2,264,266 | | | ** | | 23,910,646 | |
| | Invesco Small Cap Growth Fund R5 Class | 500,751 | | | ** | | 18,893,326 | |
| | JPMorgan Mid Cap Growth Fund Class R6 | 663,353 | | | ** | | 34,321,898 | |
| | T. Rowe Price Blue Chip Growth Fund | 656,605 | | | ** | | 138,097,233 | |
| | Vanguard Equity-Income Fund Admiral Shares | 562,416 | | | ** | | 52,254,105 | |
| | Vanguard Federal Money Market Fund Investor Shares | 37,650,384 | | | ** | | 37,650,384 | |
| | Vanguard Small Cap Value Index Fund - Institutional Class | 584,630 | | | ** | | 29,745,960 | |
| | Victory Sycamore Established Value Fund Class R | 334,832 | | | ** | | 14,719,199 | |
| | Virtus Duff & Phelps Global Real Estate Securities Fund Class R6 | 88,739 | | | ** | | 3,081,031 | |
| | Total Mutual Funds | | | | | 453,116,450 | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Schedule 1 |
| COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN |
| Schedule H, line 4i - Schedule of Assets (Held at End of Year) |
| EIN #: 43-0889454 |
| Plan #: 002 |
| December 31, 2025 |
| | | | | Number | | | | |
| (a) | | (b) Identity of issue | of shares/units | | (d) Cost | | (e) Fair Value |
| | Total assets held for investment purposes | | | | | 1,177,036,112 | |
| | | | | | | | | |
| * | | Notes receivable from participants--Interest rates on these loans | | | | 12,180,139 | |
| | range from 4.25% to 9.50%, maturing through 2040. | | | | |
| | | | | | | |
| | Total assets | | | | | $ | 1,189,216,251 | |
| | | | | | | | | |
| | * Party-in-interest as defined by ERISA. | | | | | |
| | ** In accordance with instructions to the Form 5500, the Plan is no longer required to disclose the cost component of participant-directed investments. |
| | See accompanying report of independent registered public accounting firm. | | |
EXHIBIT INDEX
23 Consent of Independent Registered Public Accounting Firm - Armanino LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMERCE BANCSHARES, INC.
PARTICIPATING INVESTMENT PLAN
By: /s/ Steven A. Brandjord
Steven A. Brandjord
Co-Chairperson, Retirement Committee
By: /s/ Kim L. Jakovich
Kim L. Jakovich
Co-Chairperson, Retirement Committee
Date: June 22, 2026