As filed with the Securities and Exchange Commission on December 3, 2025

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-4

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

COMMERCE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 
Missouri 6022 43-0889454
(State or other jurisdiction of
incorporation or organization) 		(Primary Standard Industrial
Classification Code Number) 		(I.R.S. Employer
Identification Number)
 

1000 Walnut

Kansas City, MO 64106

(816) 234-2000

  

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Margaret M. Rowe
Senior Vice President & Corporate Secretary
Commerce Bancshares, Inc.

1000 Walnut

Kansas City, MO 64106

Telephone: (816) 234-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Paul M. Aguggia

Shawn M. Turner

Holland & Knight LLP

800 17th Street N.W., Suite 1100

Washington, D.C. 20006

Telephone: (202) 955-3000

Joseph Catti

Brian Eagleston
FineMark Holdings, Inc.
8695 College Parkway, Suite 100
Fort Myers, Florida 33919
Telephone: (877) 461-5901

Mark Kanaly

William Hooper

Alston & Bird LLP
One Atlantic Center

1201 West Peachtree Street, Suite 4900

Atlanta, GA 30309
Telephone: (404) 881-7000

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the Form S-4 registration statement (No. 333-289873) to which this registration statement relates.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x   333-289873

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 x 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. ¨

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

 

This Registration Statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

Pursuant to its Registration Statement on Form S-4 (Registration No. 333-289873) (the “Prior Registration Statement”), which was declared effective on September 10, 2025, Commerce Bancshares, Inc., a Missouri corporation (the “Company”), registered an aggregate of 9,791,482 shares of its common stock, $5.00 par value per share (the “Common Stock”) and paid an aggregate fee of $91,747.79.

 

Subsequent to the effectiveness of the Prior Registration Statement, on October 31, 2025, the Board of Directors of the Company declared a five percent (5%) Common Stock dividend (the “Stock Dividend”). The Company is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, solely to register an additional 488,700 shares of Common Stock (which number of shares gives effect to the Stock Dividend) for issuance in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger, dated June 16, 2025, by and among the Company, CBI-Kansas, Inc., a Kansas corporation and direct wholly owned subsidiary of the Company, and FineMark Holdings, Inc., a Florida corporation. In connection with the registration of additional shares of Common Stock, the Company is paying an additional registration fee of $3,442.94. As such, the Prior Registration Statement shall be deemed to cover 10,280,182 shares of Common Stock after giving effect to the Stock Dividend. The additional shares of Common Stock that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Tables set forth in Exhibit 107 as filed with the Prior Registration Statement.

 

STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement and filed herewith.

 

 

 

 

EXHIBIT INDEX

 

     
Exhibit No.   Description of Exhibit
   
  5.1*   Opinion of Holland and Knight LLP
   
23.1*   Consent of Holland and Knight LLP (included in Exhibit 5.1)
   
23.2*   Consent of KPMG, LLP (with respect to Commerce Bancshares, Inc.)
   
23.3*   Consent of Hacker, Johnson & Smith PA (with respect to FineMark Holdings, Inc.)
     
99.1*   Consent of Piper Sandler & Co.
   
24.1**   Power of Attorney of Directors and Officers of Commerce Bancshares, Inc.
   
107*   Calculation of Filing Fee

 

 

 

*Filed herewith.
**Filed as Exhibit 24.1 to the Registration Statement on Form S-4 (File No. 333-289873), as amended, initially filed with the Securities and Exchange Commission on August 27, 2025.

 

 

 

 

 

 SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Commerce Bancshares, Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, in Kansas City, Missouri, on December 3, 2025.

 

  COMMERCE BANCSHARES, INC.
       
  By: /s/ Margaret M. Rowe  
    Margaret M. Rowe
    Senior Vice President & Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of Commerce Bancshares, Inc. and in the capacities set forth and on the 3rd day of December, 2025.

 

Signature   Title
     

/s/ JOHN W. KEMPER*

John W. Kemper

   Chief Executive Officer
     

/s/ MARGARET M. ROWE

Margaret M. Rowe

   Senior Vice President & Corporate Secretary
     

/s/ CHARLES G. KIM*

Charles G. Kim

   Chief Financial Officer
(Principal Financial Officer)
     

/s/ PAUL A. STEINER*

Paul A. Steiner

   Controller
(Chief Accounting Officer)
     

/s/ TERRY D. BASSHAM*

Terry D. Bassham

   Director
     

/s/ BLACKFORD F. BRAUER*

Blackford F. Brauer

   Director
     

/s/ W. KYLE CHAPMAN*

W. Kyle Chapman

   Director
     

/s/ KAREN L. DANIEL*

Karen L. Daniel

   Director
     

/s/ TIMOTHY S. DUNN*

Timothy S. Dunn

   Director
     

/s/ JUNE MCALLISTER FOWLER*

June McAllister Fowler

   Director
     

/s/ DAVID W. KEMPER*

David W. Kemper

   Director
     

/s/ BENJAMIN F. RASSIEUR, III*

Benjamin F. Rassieur, III

   Director
     

 

 

 

 

 

Signature   Title
     

/s/ TODD R. SCHNUCK*

Todd R. Schnuck

   Director
     

/s/ CHRISTINE B. TAYLOR*

Christine B. Taylor

   Director
     

/s/ Alaina G. Maciá

Alaina G. Maciá

   Director

 

 

* By Margaret M. Rowe, attorney-in-fact.

 

 

 

 

 

 

Exhibit 5.1

 

Holland & Knight LLP | www.hklaw.com

 

 

 

December 3, 2025

 

Board of Directors
Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, Missouri 64106

 

 

Re:Registration Statement on Form S-4 of Commerce Bancshares, Inc.

 

Ladies and Gentlemen:

 

We have acted as counsel to Commerce Bancshares, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of (i) a Registration Statement on Form S-4 (Registration No. 333-289873) (the “Prior Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective on September 10, 2025, relating to the registration under the Securities Act by the Company of 9,791,482 shares of the Company’s common stock, par value $5.00 per share (the “Common Stock”), and (ii) the related Registration Statement on Form S-4 filed with the Commission pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Prior Registration Statement, the “Registration Statement”) relating to registration under Rule 462(b) under the Securities Act by the Company of an additional 488,700 shares of Common Stock (the “Shares”), which number gives effect to the five percent (5%) Common Stock dividend declared by the Company’s Board of Directors on October 31, 2025. The Shares may be issued to the shareholders of FineMark Holdings, Inc. (“FineMark”) in connection with the proposed transaction whereby FineMark will be merged with and into the Company, pursuant to the Agreement and Plan of Merger, dated June 16, 2025 (the “Merger Agreement”), by and among the Company, CBI-Kansas, Inc. and FineMark. This opinion is being issued pursuant to the requirements of the Securities Act.

 

In so acting, we have examined original counterparts or copies of original counterparts of the following documents:

 

(i)              The Registration Statement and all exhibits thereto.

 

(ii)             The Company’s Restated Articles of Incorporation.

 

(iii)            The Company’s By-Laws, as amended.

 

(iv)            The Merger Agreement.

 

(v)             Resolutions of the Board of Directors of the Company in connection with the Registration Statement.

 

We have also examined originals or copies of such records of the Company, certificates and web sites of public officials and of officers or other representatives of the Company and agreements and other documents, and made such other investigations, as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinion expressed below.

 

 

 

Atlanta | Austin | Birmingham | Boston | Century City | Charlotte | Chattanooga | Chicago | Dallas | Denver | Fort Lauderdale
Houston | Jacksonville | Los Angeles | Miami | Nashville | Newport Beach | New York | Orlando | Philadelphia | Portland
Richmond | San Francisco | Seattle | Stamford | Tallahassee | Tampa | Tysons | Washington, D.C. | West Palm Beach

 

 

 

In rendering the opinion set forth herein, we have assumed:

 

(i)       The genuineness of all signatures (whether manual, electronic or otherwise) and, to the extent that a signature on a document is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the document.

 

(ii)      The authenticity of the originals of the documents submitted to us.

 

(iii)     The conformity to authentic originals of any documents submitted to us as copies.

 

(iv)     As to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Registration Statement and representations and statements made in certificates or web sites of public officials and officers or other representatives of the Company.

 

(v)      That the offer and sale of Shares under the Merger Agreement complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Merger Agreement.

 

We have not independently established the validity of the foregoing assumptions.

 

Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and paid for in the manner described in the Merger Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

Our opinion is limited to The General and Business Corporation Law of Missouri, including all reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws.

 

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely in connection with the Merger Agreement and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinion expressed herein is rendered and speaks only as of the date hereof and we specifically disclaim any responsibility to update such opinion subsequent to the date hereof or to advise you of subsequent developments affecting such opinion.

 

We consent to the reference to this firm in the Registration Statement under the caption “Legal Matters” as the attorneys who will pass upon the legal validity of the Shares and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Our consent, however, shall not constitute an admission to our being experts as provided for in Sections 7 and 11 of the Securities Act.

 

 

 

 

  Respectfully submitted,
  /s/ Holland & Knight LLP
  HOLLAND & KNIGHT LLP

 

 

 

 

 

 

 

 

 

 

 

Atlanta | Austin | Birmingham | Boston | Century City | Charlotte | Chattanooga | Chicago | Dallas | Denver | Fort Lauderdale
Houston | Jacksonville | Los Angeles | Miami | Nashville | Newport Beach | New York | Orlando | Philadelphia | Portland
Richmond | San Francisco | Seattle | Stamford | Tallahassee | Tampa | Tysons | Washington, D.C. | West Palm Beach

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our reports dated February 25, 2025, with respect to the consolidated financial statements of Commerce Bancshares, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.

 

     

 

Kansas City, Missouri
December 3, 2025

 

 

 

 

 

Exhibit 23.3

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use in this Registration Statement on Form S-4 of our report dated February 26, 2025 relating to the consolidated financial statements of FineMark Holdings, Inc. as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023, appearing in this Registration Statement. We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.

 

/s/ Hacker, Johnson & Smith PA

 

HACKER, JOHNSON & SMITH PA 

Tampa, Florida 

December 3, 2025

 

 

 

 

Exhibit 99.1

 

1251 AVENUE OF THE AMERICAS, 6TH FLOOR
NEW YORK, NY 10020
  P 212 466-7800 | TF 800 635-6851
  Piper Sandler & Co. Since 1885.
Member SIPC and NYSE.

 

CONSENT OF PIPER SANDLER & CO.

 

We hereby consent to the inclusion of our opinion letter to the Board of Directors of FineMark Holdings, Inc. (the “Company”) as an Annex to the Proxy Statement/Prospectus relating to the proposed merger of the Company with Commerce Bancshares, Inc. contained in the Registration Statement on Form S-4, as amended, as filed with the Securities and Exchange Commission, and to references to such opinion and the quotation or summarization of such opinion in such Proxy Statement/Prospectus and the Registration Statement, as amended. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission thereunder (the “Regulations”), nor do we admit that we are experts with respect to any part of such Proxy Statement/Prospectus and the Registration Statement, as amended, within the meaning of the term “experts” as used in the Act or the Regulations.

 

/s/ Piper Sandler & Co.

 

New York, New York

December 3, 2025

 

 

 
S-4 S-4MEF EX-FILING FEES 333-289873 0000022356 COMMERCE BANCSHARES INC /MO/ N/A N/A 0000022356 2025-12-02 2025-12-02 0000022356 1 2025-12-02 2025-12-02 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

COMMERCE BANCSHARES INC /MO/

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common stock, par value $5.00 per share Other 488,700 $ 24,930,762.56 0.0001381 $ 3,442.94
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 24,930,762.56

$ 3,442.94

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,442.94

Offering Note

1

Note 1(a) Relates to common stock, par value $5.00 per share, of Commerce Bancshares, Inc. ("Commerce" and, such shares, the "Commerce common stock") to be issuable to holders of common stock, $0.01 par value per share, of FineMark, Holdings, Inc. ("FineMark" and, such shares, the "FineMark common stock"), including the conversion of outstanding 7.25% Series B Non-Cumulative Perpetual Convertible Preferred Stock (such shares, the "FineMark preferred stock"), in connection with the merger of FineMark with and into CBI-Kansas, Inc., a wholly owned subsidiary of Commerce ("CBI-Kansas"), with CBI-Kansas continuing as the surviving corporation (the "merger"), pursuant to the Agreement and Plan of Merger, dated as of June 16, 2025, by and among Commerce, CBI-Kansas, and FineMark (the "merger agreement"). The amount of Commerce common stock being registered reflects the estimated maximum number of additional shares of Commerce common stock for each outstanding share of FineMark common stock (including the conversion of FineMark preferred stock) expected to be issued in the merger, after taking into account the updated exchange ratio of 0.7245 of a share of Commerce common stock for each share of FineMark common stock (including the conversion of outstanding FineMark preferred stock) as a result of the five percent (5%) stock dividend declared by the Commerce board of directors on October 31, 2025. Commerce previously registered 9,791,482 shares of Commerce common stock pursuant to the Registration Statement on Form S-4 (Registration No. 333-289873), which was declared effective on September 10, 2025, in connection with the merger described herein. Note 1(b) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The maximum aggregate offering price is (i) the average of the high and low prices of FineMark common stock as reported on the OTCQX on November 25, 2025 ($36.96 per share) multiplied by (ii) the estimated maximum number of additional shares of FineMark common stock to be converted in the merger (674,534) for the additional shares of Commerce common stock being registered in connection with the merger on this Registration Statement on Form S-4MEF.
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A