8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2020

Commerce Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Missouri	0-2989	43-0889454
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Walnut,
Kansas City,	MO	64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market
Depositary Shares, each representing a 1/1000th interest in a share of 6.0% Series B Non-Cumulative Perpetual Preferred Stock	CBSHP	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On July 31, 2020, Commerce Bancshares, Inc. (the Company) issued a press release announcing that it will redeem all outstanding shares of its 6.00% Series B Non-Cumulative Perpetual Preferred Stock, $1.00 par value per share ("Series B Preferred Stock") and the corresponding depositary shares representing fractional interests in the Series B Preferred Stock ("Series B Depositary Shares").

The Series B Depositary Shares (Nasdaq: CBSHP, CUSIP: 200525301), each representing a 1/1,000th interest in a share of Series B Preferred Stock, will be redeemed simultaneously with the redemption of the Series B Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 6,000,000 outstanding Series B Depositary Shares will be redeemed on the dividend payment date of September 1, 2020 (the "Redemption Date").

Regular dividends on the outstanding shares of the Series B Preferred Stock will be paid separately on September 1, 2020 to holders of record as of the close of business on August 14, 2020, in the customary manner. On and after the Redemption Date, all dividends on the shares of Series B Preferred Stock will cease to accrue.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1 Press release dated July 31, 2020

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant 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.

COMMERCE BANCSHARES, INC.
By:	/s/ Paul A. Steiner
	Paul A. Steiner
	Controller (Chief Accounting Officer)

Date: July 31, 2020

EX-99.1

FOR IMMEDIATE RELEASE

Commerce Bancshares Issues Notice of Redemption of Series B Preferred Shares

KANSAS CITY, MO, July 31, 2020 – Commerce Bancshares, Inc. today announced that it will redeem all outstanding shares of its 6.00% Series B Non-Cumulative Perpetual Preferred Stock, $1.00 par value per share (“Series B Preferred Stock”), and the corresponding depositary shares representing fractional interests in the Series B Preferred Stock (“Series B Depositary Shares”).

The Series B Depositary Shares (Nasdaq: CBSHP, CUSIP: 200525301), each representing a 1/1,000th interest in a share of Series B Preferred Stock, will be redeemed simultaneously with the redemption of the Series B Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 6,000,000 outstanding Series B Depositary Shares will be redeemed on the dividend payment date of September 1, 2020 (the “Redemption Date”).

Regular dividends on the outstanding shares of the Series B Preferred Stock of 6.00% per share will be paid separately on September 1, 2020 to holders of record as of the close of business on August 14, 2020, in the customary manner. Accordingly, the redemption price for the Series B Preferred Stock will not include any accrued and unpaid dividends. On and after the Redemption Date, all dividends on the shares of Series B Preferred Stock will cease to accrue.

Holders of Series B Preferred Stock that have certificates will receive the redemption price upon presentation and surrender of such certificates to be redeemed to Computershare Trust, N.A., as redemption agent, at 462 South Fourth Street, Suite 1600, Louisville, KY 40202. Series B Depositary Shares that are held in book entry through The Depository Trust Company (“DTC”) will be redeemed in accordance with the procedures of DTC.

About Commerce Bancshares, Inc.

With $30.5 billion in assets¹, Commerce Bancshares, Inc. (NASDAQ: CBSH) is a registered bank holding company offering a full line of banking services, including payment solutions, investment management and securities brokerage. Commerce Bank, a subsidiary of Commerce Bancshares, Inc., leverages more than 150 years of proven strength and experience to help individuals and businesses solve financial challenges. In addition to offering payment solutions across the U.S., Commerce Bank currently operates full-service banking facilities across the Midwest including the St. Louis and Kansas City metropolitan areas, Springfield, Central Missouri, Central Illinois, Wichita, Tulsa, Oklahoma City, and Denver. It also maintains commercial offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids. Commerce delivers high-touch service and sophisticated financial solutions at regional branches, commercial offices, ATMs, online, mobile and through a 24/7 customer service line. Learn more at www.commercebank.com.

1.As of June 30, 2020

Forward-Looking Statements

This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact should be considered to be forward-looking statements.

Forward-looking statements can often be identified by the use of forward-looking terminology, such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will be” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2019. We do not undertake to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

Forward-looking statements are not guarantees of future performance or results, and are subject to known and unknown risks and uncertainties. Forward looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. Actual results may vary materially and adversely from those anticipated in the forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include the factors described in our Annual Report on Form 10-K for the year ended December 31, 2019. In addition, other factors not identified could also have such an effect. We cannot give you any assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included in this press release you should not regard the inclusion of this information as a representation by us or any other person that the results or conditions described in those statements or objectives and plans will be achieved.

For additional information, contact:

Matt Burkemper, 314-746-7485

SVP Corporate Development and Investor Relations

matthew.burkemper@commercebank.com

Source: Commerce Bancshares, Inc.

XML

Document and Entity Information Document	Jul. 31, 2020
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jul. 31, 2020
Entity Registrant Name	Commerce Bancshares, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	0-2989
Entity Tax Identification Number	43-0889454
Entity Address, Address Line One	1000 Walnut,
Entity Address, City or Town	Kansas City,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64106
City Area Code	816
Local Phone Number	234-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000022356
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	$5 Par Value Common Stock
Trading Symbol	CBSH
Security Exchange Name	NASDAQ
Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1000th interest in a share of 6.0% Series B Non-Cumulative Perpetual Preferred Stock
Trading Symbol	CBSHP
Security Exchange Name	NASDAQ