{"url_path":"/sec/cbsh/8-k/2026-05-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/22356/0000022356-26-000137-index.html","accession_number":"0000022356-26-000137","cik":"0000022356","ticker":"CBSH","issuer_name":"COMMERCE BANCSHARES INC /MO/","edgar_url":"https://www.sec.gov/Archives/edgar/data/22356/0000022356-26-000137-index.html","primary_entity_key":"0000022356","primary_entity_name":"COMMERCE BANCSHARES INC /MO/"},"word_count":508,"has_tables":true,"body_markdown":"Item 8.01 - Other Events\n\nCommerce Bancshares, Inc. (the “Company”) received notification of Visa Inc.’s (“Visa”) acceptance of its tendered 411,723 shares of Visa Class B-2 common stock in exchange for a combination of Visa Class B-3 common stock and Visa Class C common stock (“Exchange Offer”). The tender was previously announced by the Company on Form 8-K dated April 27, 2026 and additional information regarding the Visa Class B-2 common shares exchange offer is provided in Item 2 of the Company’s Form 10-Q for the quarterly period ending March 31, 2026. A full description of the terms of the Exchange Offer is set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 6, 2026, publicly filed with the U. S. Securities and Exchange Commission.\n\nAs a result of the Exchange Offer, the Company marked its Visa Class C common stock to fair value and recorded a pre-tax gain of $99 million, based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on May 8, 2026, of $318.79 per share. The Company’s Visa Class C common stock shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A common stock shares as evidence of orderly transactions between market participants for similar securities issued by Visa.\n\nThe Company also approved a plan to reposition a portion of its available for sale debt securities portfolio, subsequent to the successful close of the Exchange Offer, through the sale of securities with an amortized cost of approximately $911 million. The securities that the Company plans to sell have a yield of approximately 2.5%, which is expected to result in a pre-tax loss of approximately $95 million. The Company expects to reinvest the proceeds into higher yielding interest earning assets of approximately 4.0%. The Company expects the repositioning to increase net interest income, reduce earnings volatility, reduce exposure to changes in interest rates, and enhance the overall quality and flexibility of its balance sheet. The cumulative impact of the gain on Visa stock as a result of the Exchange Offer and the anticipated securities reposition is expected to be approximately neutral to the Company’s Common Equity Tier 1 ratio. The timing and amount of the loss ultimately realized on the available for sale debt securities and the reinvestment assumptions may depend on a number of factors, including market conditions, the future price of Visa Class A common stock, and other considerations.\n\nExhibits\n\n99.1    [Press release dated May 12, 2026 announcing Visa exchange offer acceptance and results](cbshvisarelease05122026.htm)\n\n104    The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.\n\nSIGNATURE\n\nPursuant 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.\n\n COMMERCE BANCSHARES, INC.\n\n By:  /s/ Paul A. Steiner  \n\n  Paul A. Steiner\n\n  \nController\n\n(Chief Accounting Officer) \n\nDate: May 12, 2026"}