科默斯银行 2025年度报告

Commission File No.001-36502 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant'sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). As of June30, 2025, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $7,759,000,000. As of February20, 2026, there were 146,879,273 shares of Registrant’s $5 Par Value Common Stock outstanding. Portions of the Registrant’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be filed within 120 days of December31, 2025, are incorporated byreference into Part III of this Report. PART I Item 1.BUSINESS General Commerce Bancshares, Inc., a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, was incorporatedunder the laws of Missouri on August 4, 1966. Through a second tier wholly-owned bank holding company, it owns all the outstanding capitalstock of Commerce Bank (the “Bank”), which is headquartered in Missouri. The Bank engages in general banking business, providing a broadrange of retail, mortgage banking, corporate, investment, trust, and asset management products and services to individuals, businesses, andmunicipalities. Commerce Bancshares, Inc. also owns, directly or through the Bank, various non-banking subsidiaries. Their activities includeprivate equity investment, securities brokerage, underwriting, specialty lending, and leasing activities. A list of Commerce Bancshares, Inc.'ssubsidiaries is included as Exhibit 21. Commerce Bancshares, Inc. and its subsidiaries (collectively, the "Company") is one of the nation’s top 50 bank holding companies, basedon asset size. At December31, 2025, the Company had consolidated assets of $32.9 billion, loans of $17.8 billion, deposits of $25.6 billion,and equity of $3.8 billion. The Company's principal markets, which are served by 140 branch facilities, are located primarily throughoutMissouri, Kansas, and central Illinois, as well as Tulsa and Oklahoma City, Oklahoma and Denver, Colorado. Its two largest markets are St.Louis and Kansas City, which serve as central hubs for the Company. The Company also has offices in Dallas, Houston, Cincinnati, Nashville,Des Moines, Indianapolis, Grand Rapids, and Naples that support customers in its commercial and/or wealth segments and operates acommercial payments business with sales representatives covering the continental United States of America (“U.S.”). On January 1, 2026, the Company completed its acquisition FineMark Holdings, Inc. ("FineMark") in an all-stock transaction ("Merger").Immediately after the Merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust merged into the Bank, with the Bankcontinuing as the surviving bank. The Company acquired all of the outstanding stock of FineMark Holdings, Inc., issuing 9.9 million shares ofthe Company's common stock. FineMark has 13 banking offices in Florida, Arizona, and South Carolina, strengthening the Company'spresence in Florida and adding new high-growth markets to the Company's wealth segment. At December 31, 2025, FineMark had total loansof $2.7 billion, total deposits of $3.1 billion, and $8.7 billion in assets under administration. During January 2026, the Company liquidatedFineMark's held-to-maturity and available for sale debt securities portfolios generating total proceeds of $543.0 million, paid off $350 millionof FHLB advances, and moved $1.0 billion of high-cost trust deposits off balance sheet. The Company’s goal is to be the preferred provider of financial services in it