Executive Change

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): January 31, 2024 Commerce Bancshares, Inc. (Exact name of registrant as specified in its charter) Missouri   001-36502   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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) On January 31, 2024, the Compensation and Human Resources Committee of the Board of Directors of Commerce Bancshares, Inc. (the Company) approved the base salary for 2024 (effective April 1, 2024) and the payment of cash bonuses to the Company’s CEO and its other named executive officers, as listed in the table below. The cash bonuses include performance-based compensation in accordance with the Company’s Executive Incentive Compensation Plan. The Committee also approved the grant to those individuals of restricted stock awards and stock appreciation rights under the Company’s Equity Incentive Plan. 2023 Restricted Stock 2024 Performance- Stock Appreciation Salary Based Bonus Awards Rights Executive Officer Title $ $ # # John W. Kemper President & CEO 1,041,591  905,559  43,949  40,634  Charles G. Kim Executive Vice President & CFO 583,585  360,359  9,775  —  Kevin G. Barth Executive Vice President 583,585  327,599  9,775  —  Robert S. Holmes Executive Vice President 516,250  269,100  7,885  —  John K. Handy Executive Vice President 516,250  319,350  9,731  —  Exhibits 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: February 6, 2024