S-8

As filed with the Securities and Exchange Commission on February 8, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COMMERCE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-0889454
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 Walnut Kansas City, Missouri	64106
(Address of Principal Executive Offices)	(Zip Code)

Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors

(Full title of the plan)

Paul A. Steiner

Controller

1000 Walnut

Kansas City, Missouri 64106

(Name and address of agent for service)

(816) 234-2000

(Telephone number, including area code, of agent for service)

Copies to:

Thomas J. Noack, Esq. Commerce Bancshares, Inc. 1000 Walnut Kansas City, Missouri 64106 (816) 234-2000 Rebecca C. Taylor, Esq. Husch Blackwell LLP 736 Georgia Ave., Suite 300 Chattanooga, Tennessee 37402 (423) 266-5500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☒	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☐
	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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

Incorporation by Reference.  This Registration Statement is filed pursuant to General Instruction E to Form S-8.  The contents of the Registration Statements on Form S-8 (File No. 333-188374) are incorporated herein by reference and made a part hereof.

Registration of Additional Shares of Common Stock Under the Plans.  This Registration Statement on Form S-8 is filed by the Commerce Bancshares, Inc., a Missouri corporation (the “Company” or “Registrant”), to register an additional 150,000 shares of Common Stock, par value $5.00 per share, of the Company.  These additional registered shares of Common Stock may be awarded under the Director Plan pursuant to amendments of such plan authorized by the Board of Directors of the Company on December 21, 2021.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company incorporates by reference in this Registration Statement the following:

(i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020filed with the Securities and Exchange Commission on February 24, 2021;

(ii) the Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2021filed with the Securities and Exchange Commission on May 6, 2021, for the fiscal quarter ended June 30, 2021 filed with the Securities and Exchange Commission on August 5, 2021 and for the fiscal quarter ended September 30, 2021 filed with the Securities and Exchange Commission on November 5, 2021;

(iii) The registrant’s Current Reports on Form 8-K filed with the SEC on February 8, 2021 and April 27, 2021.

(iv) the description of the Company’s common stock, $5.00 par value per share, contained in the Company’s Registration Statement filed pursuant to Section 12 of the Exchange Act and any amendments or reports filed for the purpose of updating that description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 351.355.1 of the Missouri General Business and Corporation Law (the “MGBCL”) provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 351.355.2 of the MGBCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 351.355.8 of the MGBCL provides, in general, that a corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the law.

Section 351.355.6 of the MGBCL also permits any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to seek indemnification under any applicable bylaw, agreement, vote of shareholders or otherwise.

There is also in effect a bylaw provision entitling officers and directors to be indemnified by the Company from and against any and all of the expenses, liabilities or other matters covered by said provision.

ITEM 8. EXHIBITS.

Exhibit No.	Description
5.1*	Opinion of Husch Blackwell LLP, regarding the legality of the securities to be offered hereby.
23.1*	Consent of Independent Registered Public Accounting Firm.
23.2*	Consent of Husch Blackwell LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included in signature page of Registration Statement).
99.1*	Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of December 21, 2021.
107*	Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 7th day of February, 2022.

Commerce Bancshares, Inc.
By:	/s/ Thomas J. Noack
	Thomas J. Noack
	Senior Vice President & Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas J. Noack and [Paul A. Steiner]or any of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits hereto, and all other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on the7thday of February, 2022.

Signature	Title
/s/ John W. Kemper	President,
John W. Kemper	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Charles G. Kim
Charles G. Kim	Chief Financial Officer (Principal Financial Officer)
/s/ Paul A. Steiner
Paul A. Steiner	Controller (Principal Accounting Officer)
/s/ David W. Kemper
David W. Kemper	Director
/s/ Terry D. Bassham
Terry Bassham	Director
/s/ John R. Capps
John R. Capps	Director
/s/ Earl H. Devanny, III
Earl H. Devanny, III	Director
/s/ W. Thomas Grant, II
W. Thomas Grant, II	Director
/s/ Karen L. Daniel
Karen L. Daniel	Director

Signature	Title
/s/ Jonathan M. Kemper
Jonathan M. Kemper	Director
/s/ Benjamin F. Rassieur, III
Benjamin F. Rassieur, III	Director
/s/ Todd R. Schnuck
Todd R. Schnuck	Director
/s/ Andrew C. Taylor
Andrew C. Taylor	Director
/s/ Kimberly G. Walker
Kimberly G. Walker	Director

EX-5.1

Exhibit 5.1

February 8, 2022

Commerce Bancshares, Inc.

1000 Walnut

Kansas City, MO 64106

Re: Commerce Bancshares, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Commerce Bancshares, Inc., a Missouri corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company concurrently herewith with the Securities and Exchange Commission.  The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Act”), of 150,000 additional shares of the Company’s common stock, par value $5.00 per share (the “Shares”), reserved for issuance pursuant to the Company’s Stock Purchase Plan for Non-Employee Directors Amended and Restated December 21, 2021 (the “Plan”).  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

As counsel, we have reviewed a Good Standing Certificate with respect to the Company issued by the Secretary of State of Missouri dated as of a recent date.  We have also reviewed the organizational documents of the Company, including (i) the Restated Certificate of Incorporation of the Company, as amended to the date hereof (the “Certificate of Incorporation”), (ii) the By-Laws of the Company, as amended to the date hereof (the “By-Laws”).  We have also examined copies of resolutions certified by the Secretary of the Company and adopted by written consent of the Board of Directors of the Company on December 21, 2021 and February 4, 2022.  We have relied, as to these and other factual matters which affect our opinion, on the Certificate of the Secretary of the Company dated as of February 7, 2022.

We have assumed that (i) valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company, (ii) at the time of each issuance of Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s Certificate of Incorporation that have not otherwise been issued or reserved or committed for issuance, and (iii) the price per share paid for Shares issued pursuant to the Plan is not less than the par value of the Shares.  As to factual matters material to the opinions set forth below we have relied, without investigation, upon the representations and statements of the Company in the Registration Statement and in such certificates of government officials and officers of the Company as we have deemed necessary for the purpose of the opinions expressed herein.  We have also assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with the originals of all items submitted to us as copies.

Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that, when the Registration Statement has become effective under the Act and the Shares have been issued and delivered upon payment therefor in accordance with the Plan and any applicable award agreement, the Shares will be duly authorized, legally and validly issued, fully paid and non-assessable shares of capital stock of the Company.

This opinion is limited to matters governed by the General and Business Corporation Law of Missouri.  We express no opinion as to either the applicability or effect of the laws of any other jurisdiction.  This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein.  This opinion letter is rendered as of the date hereof, and we undertake no, and hereby disclaim, any obligation to make any inquiry after the date hereof or to advise you of any facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein.

Commerce Bancshares, Inc.

February 8, 2022

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, or under the rules and regulations of the Securities and Exchange Commission relating thereto.

Very truly yours,

/s/ Husch Blackwell LLP

HUSCH BLACKWELL LLP

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 24, 2021, with respect to the consolidated financial statements of Commerce Bancshares, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Kansas City, Missouri

February 8, 2022

EX-99.1

Exhibit 99.1

COMMERCE BANCSHARES, INC.

STOCK PURCHASE PLAN FOR NON‑EMPLOYEE DIRECTORS

AMENDED AND RESTATED DECEMBER 21, 2021

1. Purpose

The Stock Purchase Plan for Non‑Employee Directors (the “Plan”) is intended to provide a means by which individuals who serve as directors (including advisory or honorary directors) of, but are not employees of, Commerce Bancshares, Inc. (the “Company”) or any subsidiary of the Company (the “Non‑Employee Directors”) may increase their proprietary interest in the success and progress of the Company as the owners of additional shares of the common stock of the Company.

2. Administration

The Plan shall be administered by the Compensation and Human Resources Committee of the Board of Directors of the Company, which shall consist solely of two or more directors who are non-employee directors under Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision thereto.  The Committee shall have the authority to adopt rules and regulations for carrying out the Plan and to interpret, construe, and implement the provisions of the Plan.  The Committee may obtain such advice or assistance as it deems appropriate from persons not serving on the Committee.

3. Eligibility

The only persons eligible to participate in the Plan shall be the Non‑Employee Directors of the Company or any subsidiary of the Company.  Each Non‑Employee Director who shall elect to participate in the Plan is hereinafter referred to as a Participant.

4. Stock

(a)         The shares of stock subject to purchase under the Plan shall be shares of the Company’s $5 par value common stock, either authorized but unissued or issued and held in treasury (the “Common Stock”).  The total number of shares of Common Stock authorized under the Plan is 150,000 shares.

(b)         In the event of any stock dividend, stock split, combination of shares or other change in the capitalization of the Company, appropriate adjustment shall be made in the number and kind of shares authorized under the Plan and credited to a Participant’s account as of the effective date thereof

5. Election to Participate

(a)        Each Non‑Employee Director serving as such on the Effective Date of the Plan shall have the right to elect to participate in the Plan as of the Effective Date by executing and causing to be delivered to the Secretary of the Company the appropriate election form prior to the Effective Date.  Each individual becoming a Non‑Employee Director on or after July 1, 1989, shall have the right to elect to participate in the Plan if the appropriate election form shall be delivered to the Secretary of the Company during the year of such individual’s election as a director of the Company or any subsidiary of the Company with participation commencing on the date such election is received.  Any Non‑Employee Director who shall not previously have elected to participate in the Plan shall have the right at any time to elect to participate in the Plan as of the first day of January next succeeding the date on which the appropriate election form is delivered to the Secretary of the Company.

(b)         An election to participate once made shall continue in effect from year to year until the Participant shall either cause written notice to be delivered to the Secretary of the Company that his participation shall cease as of the end of the calendar year in which such notice is delivered or until the resignation, death or disability of the Participant.

(c)         Notwithstanding the provisions of subsections (a) and (b) of this Section 5, each individual who shall become a Non-Employee Director of the Company on or after May 1, 1991, shall participate in the Plan effective with the date of such individual’s election.  A Non-Employee Director of the Company shall continue to participate until the resignation, non-reelection, death or disability of such Non-Employee Director of the Company.

6. Contributions

(a)         From and after the date of participation, the compensation which would otherwise be paid in cash to each Participant during a calendar month as a retainer for serving as a member of a board of directors and for meetings of the board of directors (or any committee thereof) of which such Participant is a member (the “fees”) shall be retained by the Company (and in the case of service as a director of a subsidiary paid to the Company prior to the last business day of each calendar month by such subsidiary).  Concurrently, the Company shall contribute on behalf of each Participant on the Board of Directors of the Company, and each subsidiary shall contribute on behalf of each Participant on its board of directors by paying to the Company, an additional amount equal to 25% of such fees to be credited, together with the fees, to an account in the Participant’s name on the books and records of the Company as of the last business day of each month.

(b)         Any Non‑Employee Director who shall not elect to participate in the Plan shall have all compensation earned in connection with service as a director or for meetings of the board of directors paid in cash.

(c)         No other contributions may be made by a Participant to the Plan.

7. Purchase of Common Stock

As of the last business day of each calendar month, the cash balance of each Participant’s account will be divided by the consolidated closing bid price of the Common Stock as reported by NASDAQ on the last business day of such month, or if no consolidated closing bid price is reported, the next preceding day for which a consolidated closing bid price is reported.  The Participant’s account shall thereupon be credited with the equivalent number of whole shares of Common Stock so determined.  Any portion of the fees not so invested shall be carried forward for investment in the next month, subject to Section 5(b) hereof.

8. Distributions from the Plan

(a)         As soon as practicable after the end of each calendar year, a certificate shall be issued to each Participant for the number of equivalent shares of Common Stock credited to the Participant’s account under the Plan during the preceding calendar year, unless, to the extent permitted by applicable law, the Company elects to issue the shares of Common Stock in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company or its designee on behalf of the Participant or through another similar method.  Any cash amounts remaining in a Participant’s account as of each calendar year end will be carried forward for investment under the terms of the Plan during the next succeeding year, unless a Participant shall have terminated his participation in the Plan in which case such cash balance will be distributed to such terminated Participant.

(b)          At such time as a Participant shall cease to be a Non-Employee Director or shall elect to terminate participation in the Plan, shares of Common Stock equivalent to the shares credited to such Participant’s account, together with any cash credit in such account, will be distributed to such terminated Participant as soon as practicable after such termination of participation.

(c)         In the event of the death of a Participant, the equivalent shares, together with any cash credited to the deceased Participant’s account as of the end of the month in which such death shall occur, shall be distributed as soon as practicable thereafter (i) to the beneficiary designated by the Participant, or (ii) if no such designation shall have been made or the beneficiary not survive the Participant, to the Participant’s estate.  Any designation of beneficiary (which may be any person, trust or other entity) may be made, revoked or amended solely by the Participant in writing at any time, which designation shall be effective upon receipt by the Secretary of the Company.

9. Amendment of the Plan

The Board of Directors of the Company may from time to time alter, amend, suspend or discontinue the Plan except that no alteration or amendment shall be made more than once in every twelve‑month period with respect to eligibility for participation or varying the date on or price at which the number of equivalent shares of Common Stock will be credited to a Participant’s account and any amendment that is required to be approved by the shareholders shall be submitted to the shareholders of the Company for approval.

10. Miscellaneous

(a)        Nothing in this Plan shall be deemed to create any obligation on the part of the Board of Directors of the Company to nominate any director for re‑election by the Company’s shareholders or any obligation on the part of the Company to cause its shares of stock of a subsidiary to be voted for the re‑election of any director of a subsidiary of the Company.

(b)        Until the issuance of stock certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Common Stock purchased under this Plan.

(c)         Except for a qualified domestic relations order as provided Section 414(p) of the Internal Revenue Code, none of the benefits under the Plan are subject to the claims of creditors of participants or their beneficiaries, nor are they subject to attachment, garnishment or any other legal process.  Neither a Participant nor such Participant’s beneficiary may assign, sell, borrow on or otherwise encumber a beneficial interest in the Plan nor shall any such benefits be in any manner liable for or subject to the deeds, contracts, liabilities, engagements or torts of any Participant or beneficiary.

(d)        For purposes of this Plan, a “subsidiary” is any organization which issues voting stock and of such issued and outstanding stock the Company owns over 50% thereof.

11. Effective Date

The Plan became effective on July 1. 1989 – Amended and Restated October 24, 1996 – Amended April 17, 2013 – Amended and Restated December 21, 2021.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fees Table

FORM S-8

(Form Type)

Commerce Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Share			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common Stock, par value $5.00 per share	Other (2)		150,000	$	69.66	(3)	$	10,449,000	$	0.0000927	$	968.62
Total Offering Amounts								$	10,449,000				--
Total Fees Previously Paid													--
Total Fee Offsets													--
Net Fee Due												$	968.62

1. This Registration Statement covers 150,000 additional shares of Common Stock issuable under the Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors (the “Director Plan”).  This Registration Statement shall also be deemed to register and cover any additional shares of Common Stock that may be issued under the Director Plan pursuant to the anti-dilution provisions of such plan as the result of any stock split, stock dividend or similar transaction, and such lesser amount of shares of Common Stock that may be issued under the Director Plan as a result of any reverse stock split, stock combination or similar transaction.

2. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended, and based upon the average of the high and low sales prices of a share of the Common Stock of Commerce Bancshares, Inc. as reported by the Nasdaq Stock Market on February 2, 2022.