{"url_path":"/sec/cbsh/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/22356/0000022356-26-000169-index.html","accession_number":"0000022356-26-000169","cik":"0000022356","ticker":"CBSH","issuer_name":"COMMERCE BANCSHARES INC /MO/","edgar_url":"https://www.sec.gov/Archives/edgar/data/22356/0000022356-26-000169-index.html","primary_entity_key":"0000022356","primary_entity_name":"COMMERCE BANCSHARES INC /MO/"},"word_count":259,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\n(e) On July 1, 2026, the Compensation and Human Resources Committee of the Board of Directors of Commerce Bancshares, Inc. (the “Company”) approved two special time-vested grants of restricted stock units (“RSUs”), in connection with the Company’s overall succession planning, to Kevin G. Barth, Executive Vice President, and Charles G. Kim, Executive Vice President and CFO, each of whom is a named executive officer of the Company.\n\nEach RSU grant represents the right to receive 44,262 shares of the Company’s common stock, subject to adjustment as described in the RSU agreements, and subject to vesting on a three-year cliff basis, contingent upon continued employment. The awards are governed by a form of RSU agreement substantially in the form previously used by the Company for RSU grants included in its 2026 long-term incentive equity awards and filed as an exhibit to the Company’s Form 10-K for its most recent fiscal year, except that (i) pro rata vesting will still occur in the event of the officer’s death or disability, but not upon retirement prior to the end of the vesting period and (ii) the non-competition covenant applies following any termination of service for any reason. The foregoing summary description of the terms of these special RSU grants is not complete and is qualified in its entirety by reference to the full text of the form of the related RSU award agreement, which is filed as an exhibit to this report."}