What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-23 compared with 2023-02-23 · 340 added, 246 removed, 461 unchanged (56% of the section changed)

First Busey, a Nevada corporation organized in 1980, is a $12.3 billion financial holding company.

First Busey conducts a broad range of financial services through its wholly-owned bank subsidiary, Busey Bank, with banking centers in Illinois, Missouri, Florida, and Indiana.

First Busey is headquartered in Champaign, Illinois, and its common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”

Over the last several years, First Busey completed the following acquisitions as part of our strategy to expand into new service areas and to provide broader coverage in areas where we already maintain a presence:

Acquisition Date Companies Acquired

January 8, 2015 Herget Financial Corp.

and its wholly-owned bank subsidiary, Herget Bank, National Association

April 30, 2016 Pulaski Financial Corp.

and its wholly-owned subsidiary, Pulaski Bank, National Association

July 2, 2017 First Community Financial Partners, Inc.

and its wholly-owned subsidiary, First Community Financial Bank

October 1, 2017 Mid Illinois Bancorp, Inc.

and its wholly-owned subsidiary, South Side Trust & Savings Bank of Peoria

January 31, 2019 The Bank Ed Corp.

and its wholly-owned subsidiary, TheBANK of Edwardsville

August 31, 2019 Investors' Security Trust Company

May 31, 2021 Cummins-American Corp.

and its wholly-owned subsidiary, Glenview State Bank

Further information related to acquisitions made prior to January 1, 2021, has been presented in the Annual Reports previously filed with the SEC corresponding to the year of each acquisition.

2021 Acquisition

On May 31, 2021, First Busey acquired CAC, the holding company for GSB, through a merger transaction.

The partnership enhances the Company’s existing deposit, commercial banking, and wealth management presence in the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area.

First Busey operated GSB as a separate banking subsidiary until August 14, 2021, when it was merged with and into Busey Bank.

At that time, all GSB banking centers became branches of Busey Bank.

See “ Note 2.

Acquisitions ” in the Notes to the Consolidated Financial Statements for further information relating to this acquisition.

SUBSIDIARIES OF FIRST BUSEY

First Busey conducts the business of banking, related banking services, asset management, brokerage, and fiduciary services through Busey Bank, payment technology solutions through FirsTech, and captive insurance through First Busey Risk Management.

First Busey also has various other subsidiaries that are not significant to the consolidated entity.

Contents of Item 1.

BANKING CENTER MARKETS

HUMAN CAPITAL

CORPORATE GOVERNANCE

SUPERVISION, REGULATION, AND OTHER FACTORS

SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION

NON-GAAP FINANCIAL INFORMATION

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

First Busey Corporation is a $12.3 billion financial holding company.

Organized in Nevada in 1980, First Busey Corporation is headquartered in Champaign, Illinois.

First Busey Corporation’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”

Subsidiaries of First Busey Corporation

Busey conducts the business of banking and provides related banking services, asset management, brokerage, and fiduciary services through Busey Bank, and provides payment technology solutions through FirsTech.

Busey also has various other subsidiaries that are not significant to the consolidated entity.

Busey Bank is an Illinois state-chartered bank organized in 1868 with its headquarters in Champaign, Illinois.

2 unchanged sentences

Commercial services include commercial, commercial real estate, real estate construction, and agricultural loans, as well as commercial depository services such as cash management.

Retail banking services include residential real estate, home equity lines of credit and consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through our banking center, automated teller machines, and technology-based networks.

Busey Bank’s principal sources of income are interest and fees on loans and investments, wealth management fees, and service fees.

Retail banking services include residential real estate, home equity lines of credit, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through our banking center, automated teller machines, and technology-based networks.

Busey Bank’s principal sources of income are interest and fees on loans and investments, wealth management fees, service fees, and payment technology solutions revenue.

Principal expenses are interest paid on deposits and borrowings and general operating expenses.

4 unchanged sentences

and central Indiana.

First Busey Corporation | 2023 — 6

Table of Contents Contents of Item 1.

Busey Bank provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations through its Wealth Management business.

5 unchanged sentences

In addition, Busey Bank provides professional farm management and brokerage services to the agricultural industry.

FirsTech, a subsidiary of Busey Bank, provides comprehensive and innovative payment technology solutions.

Through our payment platform, which utilizes an API cloud-based platform, our technology provides for fully integrated payments capabilities.

FirsTech, a wholly-owned subsidiary of Busey Bank, provides comprehensive and innovative payment technology solutions.

FirsTech's multi-channel payment platform allows businesses to collect payments from their customers in a variety of ways to enable fast, frictionless payments.

Payment method vehicles include text, interactive voice response, electronic payment concentration delivered to Automated Clearing House networks, money management and credit card networks, walk-in payment processing, direct debit services, and lockbox remittance processing for customers to make payments by mail.

Payment method vehicles include text-based mobile bill pay;

interactive voice response;

electronic payment concentration delivered to Automated Clearing House networks, money management, and credit card networks;

walk-in payment processing for customers at retail pay agents;

customer service payments made over a telephone;

direct debit services;

and lockbox remittance processing for customers to make payments by mail.

FirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.

Our client base represents a diverse set of industries, with a higher concentration in highly regulated industries, such as financial institutions, utility, insurance, and telecommunications industries.

The Company continues to make strategic investments across key areas of the business including technology, product, sales, and operations.

FirsTech's client base represents a diverse set of industries, with a higher concentration in highly regulated industries, such as financial institutions, utility, insurance, and telecommunications industries.

First Busey Risk Management

First Busey Risk Management, a wholly-owned subsidiary of First Busey, incorporated in Nevada, is a captive insurance company that insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.

First Busey Risk Management pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

First Busey Risk Management, previously a wholly-owned subsidiary of First Busey Corporation, incorporated in Nevada, was dissolved on December 18, 2023.

It was a captive insurance company that insured against certain risks unique to the operations of First Busey Corporation and its subsidiaries for which insurance may not have been available or economically feasible in the insurance marketplace.

First Busey Risk Management pooled resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

Over the last several years, Busey completed the following acquisitions as part of our strategy to expand into new service areas and to provide broader coverage in areas where we already maintain a presence:

Acquisition Date Companies Acquired

January 8, 2015 Herget Financial Corp.

and its wholly-owned bank subsidiary, Herget Bank, National Association

April 30, 2016 Pulaski Financial Corp.

and its wholly-owned subsidiary, Pulaski Bank, National Association

July 2, 2017 First Community Financial Partners, Inc.

and its wholly-owned subsidiary, First Community Financial Bank

October 1, 2017 Mid Illinois Bancorp, Inc.

and its wholly-owned subsidiary, South Side Trust & Savings Bank of Peoria

January 31, 2019 The Bank Ed Corp.

and its wholly-owned subsidiary, TheBANK of Edwardsville

August 31, 2019 Investors' Security Trust Company

May 31, 2021 Cummins-American Corp.

and its wholly-owned subsidiary, Glenview State Bank

Planned for 2024 Merchants and Manufacturers Bank Corporation, and its wholly-owned subsidiary, Merchants and Manufacturers Bank

First Busey Corporation | 2023 — 7

Table of Contents Contents of Item 1.

Further information related to completed acquisitions has been presented in the Annual Reports previously filed with the SEC corresponding to the year of each acquisition.

Acquisition of Merchants and Manufacturers Bank Corporation Planned for The Second Quarter of 2024

On November 27, 2023, First Busey Corporation announced the signing of a definitive agreement with M&M, pursuant to which Busey will acquire M&M and its wholly-owned subsidiary, M&M Bank, through a merger transaction.

This partnership will add M&M’s Life Equity Loan ® products to Busey’s existing suite of services, and expand Busey’s presence in the Chicago Metropolitan Statistical Area.

Under the terms of the merger agreement, M&M’s stockholders will have the right to receive for each share of M&M common stock, at the election of each stockholder and subject to proration and adjustment, either (1) $117.74 in cash, (2) 5.7294 shares of Busey common stock, or (3) mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock, with total consideration to consist of approximately 71% stock and 29% cash.

Based upon Busey’s 20‑day volume-weighted average closing price as of November 24, 2023, the aggregate implied transaction value is approximately $41.6 million.

The merger is expected to be finalized in the second quarter of 2024, subject to customary closing conditions and required approvals, including regulatory approvals and the approval of M&M’s stockholders.

It is anticipated that M&M Bank will be merged with and into Busey Bank at a date following the completion of the merger.

At the time of the bank merger, M&M Bank’s banking centers will become banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which is expected to be closed in connection with the bank merger.

See “ Note 23.

Acquisitions ” in the Notes to the Consolidated Financial Statements for further information relating to this acquisition.

BANKING CENTER MARKETS

10 unchanged sentences

Busey Bank has one banking center in the Indianapolis, Indiana area, which is the most populous city of Indiana with a diverse economy, particularly because it serves as the headquarters of many large corporations.

First Busey Corporation | 2023 — 8

Table of Contents Contents of Item 1.

Market Competition

Busey Bank competes actively with national and state banks, savings and loan associations, and credit unions for deposits and loans mainly in Illinois;

3 unchanged sentences

Busey Bank competes for real estate and other loans primarily on the basis of type of loan, interest rates and loan fees, and the quality of services provided.

Busey Bank and FirsTech compete with other financial institutions, including asset management and trust companies, security broker/dealers, personal loan companies, insurance companies, finance companies, leasing companies, mortgage companies, payment technology solution companies, fintech companies, and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts, wealth management, and other products and services.

Busey Bank and FirsTech compete with other financial institutions, including asset management and trust companies, security broker/dealers, personal loan companies, insurance companies, finance companies, leasing companies, mortgage companies, payment technology solution companies, financial technology companies, and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts, wealth management, and other products and services.

Busey Bank faces substantial competition in attracting deposits from other commercial banks, savings institutions, digital banks, money market and mutual funds, credit unions, insurance agencies, brokerage firms, and other investment vehicles.

3 unchanged sentences

Busey Bank competes for deposits by offering a variety of deposit accounts at competitive rates, high-quality customer service, convenient business hours, technology enabled solutions including internet and mobile banking, and convenient banking centers with inter-branch deposit and withdrawal privileges.

Based on information obtained from the FDIC Summary of Deposits dated June 30, 2022, the most recent report available, Busey Bank ranked in the top 10 in total deposits in nine Illinois counties:

Based on information obtained from the FDIC Summary of Deposits dated June 30, 2023, the most recent report available, out of 366 financial institutions headquartered in the State of Illinois, Busey Bank ranked fourth in total deposits within the Illinois market.

Further, Busey Bank ranked in the top 10 in total deposits in nine Illinois counties:

As of June 30, 2023

1 unchanged sentence

Market Share Ranking

First Busey Corporation | 2023 — 9

Table of Contents Contents of Item 1.

HUMAN CAPITAL

Busey is built upon a strong commitment to associate, customer, stockholder, and community experiences with our associates as the cornerstone of this unwavering commitment.

Busey’s vision, Service Excellence in Everything We Do, starts with dedication to our associates.

We are deeply humbled to be consistently recognized nationally and locally throughout our footprint, including being named among America’s Best Banks by Forbes and the Best Banks to Work For by American Banker since 2016;

the Best Places to Work in Money Management by Pension and Investments since 2018;

and a Leading Disability Employer by the National Organization on Disability.

Locally, Busey has been voted as a Best Places to Work in Illinois since 2016 and a Best Company to Work For in Florida since 2017.

From exceeding the needs of customers and colleagues to serving our communities selflessly, our associates show unmatched dedication to Busey.

Their shared experiences are what make these and other awards possible.

Since we opened our doors over 155 years ago, we have maintained our core values, creating a strong foundation and shaping our inclusive culture.

Busey remains committed to bringing diversity and inclusion to our organization, the banking profession, and the communities where we live and work.

Busey is dedicated to attracting and retaining talent across a variety of backgrounds and experiences.

A diverse team—one with varying beliefs and opinions—promotes productivity, creativity, and innovation, while better meeting and exceeding the needs of a diverse customer base.

Recruiting, supporting, and retaining a diversified workforce with varying perspectives and ideas, while having an inclusive culture, is the foundation of our core values—One Busey.

Our endeavors in this regard are reported to the Employee Benefit and Compensation Committee, as well as the Board's Enterprise Risk Committee, which hold the organization accountable to this core value at the highest levels of management.

We maintain an Affirmative Action Plan, the results of which are reviewed by these same groups.

Busey supports and empowers women in the workplace as reflected in our gender-diverse workforce.

In 2023, women comprised 59% of Busey's total number of associates, and made up 37% of our senior leadership, providing meaningful contributions not only within the organization but throughout the communities we serve.

Associate engagement is an important barometer of our cultural health.

We regularly solicit feedback to understand the views of our associates about their work environment and Busey’s culture.

The results from engagement surveys are used to implement programs and processes designed to enhance engagement and improve the associate experience.

With a strong 91% participation rate and an approach focused on continuous improvement, 2022 results increased to the highest scores in Busey’s history.

One such way to keep associates informed and engaged is through our quarterly update calls, which are conducted by Busey leadership.

These calls provide important information about the financial health of the Company, but more importantly they provide a cultural touchpoint to solidify Busey’s commitment to our number one asset – our associates.

A tenet of our engaged culture is a commitment to investing in associates through unique, award-winning training and development programs.

In 2023, 55% of our associate base engaged in talent and leadership development programs.

Since 2017, Busey has been a proud recipient of the Association for Talent Development’s BEST Award, which is presented to organizations that demonstrate enterprise-wide success as a result of employee talent development.

Additionally, we care about the health and well-being of our associates and their families, as evidenced by a strong investment and a 96% participation rate in our innovative, holistic health and wellness program, B Well.

Investments in B Well include a stress management and mental wellness component, lifesaving biometric screenings, a corporate health and wellness coach, onsite wellness center, health club reimbursements, on-demand wellness streaming service and Health Savings Account investments funded by the Company.

In 2023, Busey was honored to be recognized among the 2022 Illinois' Healthiest Employers by global health insurer Cigna and Crain’s Content Studio, marking the fifth year the Company was named among this elite group.

First Busey Corporation | 2023 — 10

Table of Contents Contents of Item 1.

As of December 31, 2023, Busey and our subsidiaries had a total of 1,479 full-time equivalents.

Geographic distribution of our associates is as follows:

As of December 31, 2023

Full-time Part-time Total

Busey associates by state

Illinois 1,094 80 1,174

Missouri 179 5 184

Florida 93 — 93

Indiana 28 — 28

Remote 42 1 43

Total number of associates 1,436 86 1,522

Full-time equivalents 1,436 43 1,479

CORPORATE GOVERNANCE

Information about Busey’s Board of Directors and Executive Officers is presented under “Officers & Directors” on Busey’s Investor Relations website at ir.busey.com .

Additionally, a listing of Busey’s executive officers is presented in Part III, Item 10 of this Form 10‑K under the caption “ Executive Officers .”

Busey has adopted a code of ethics applicable for all of our associates, officers, and directors.

The text of this code of ethics is presented under “Governance Documents” on Busey’s Investor Relations website at ir.busey.com .

Reference to Busey’s Investor Relations website does not constitute incorporation by reference of the information contained on the website and it should not be considered part of this document.

SUPERVISION, REGULATION, AND OTHER FACTORS

FDIC-insured institutions, like Busey Bank, as well as their holding companies and affiliates, are extensively regulated under federal and state law.

As a result, the Company’s growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the DFPR, the Federal Reserve, the FDIC and the CFPB.

As a result, Busey’s growth and earnings performance may be affected not only by management decisions, competitive dynamics, and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the DFPR, the Federal Reserve, the FDIC and the CFPB.

Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the FASB, securities laws administered by the SEC and state securities authorities, and anti-money laundering laws enforced by the U.S.

Treasury have an impact on the Company’s business.

The effect of these statutes, regulations, regulatory policies, and accounting rules are significant to the Company’s operations and results.

Treasury have an impact on Busey’s business.

The effect of these statutes, regulations, regulatory policies, and accounting rules are significant to Busey’s operations and results.

Federal and state banking laws impose a comprehensive system of supervision, regulation, and enforcement on the operations of FDIC-insured institutions, their holding companies, and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than stockholders.

These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of the Company’s business;

the kinds and amounts of investments the Company and Busey Bank may make;

These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of Busey’s business;

the kinds and amounts of investments First Busey and Busey Bank may make;

required capital levels relative to assets;

2 unchanged sentences

the ability to merge, consolidate and acquire;

dealings with the Company’s and Busey Bank’s insiders and affiliates;

and the Company’s payment of dividends.

In reaction to the global financial crisis and particularly following the passage of the Dodd-Frank Act in 2010, the Company experienced heightened regulatory requirements and scrutiny.

Although the reforms primarily targeted systemically important financial service providers (at the time, those with assets of $50 billion and greater), certain provisions of the law triggered at $10.0 billion in assets and the influence of other provisions filtered down in varying degrees to community banks over time, causing the Company’s compliance and risk management processes, and the costs thereof, to increase.

dealings with First Busey’s and Busey Bank’s insiders and affiliates;

and Busey’s payment of dividends.

First Busey Corporation | 2023 — 11

Table of Contents Contents of Item 1.

In reaction to the global financial crisis and particularly following the passage of the Dodd-Frank Act in 2010, Busey experienced heightened regulatory requirements and scrutiny.

Although the reforms primarily targeted systemically important financial service providers (at the time, those with assets of $50 billion and greater), certain provisions of the law triggered at $10 billion in assets and the influence of other provisions filtered down in varying degrees to community banks over time, causing Busey’s compliance and risk management processes, and the costs thereof, to increase.

The Regulatory Relief Act provided meaningful relief for banks and their holding companies that were not considered systemically important (amended to be those with assets under $250 billion).

However, the $10.0 billion threshold remained in place for certain Dodd-Frank Act reforms that are now applicable to the Company, as discussed below.

However, the $10 billion threshold remained in place for certain Dodd-Frank Act reforms that are applicable to Busey, as discussed below.

The supervisory framework for U.S.

2 unchanged sentences

The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law, or are otherwise inconsistent with laws and regulations.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and Busey Bank.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to First Busey and Busey Bank.

It does not describe all of the statutes, regulations, and regulatory policies that apply, nor does it restate all of the requirements of those that are described.

4 unchanged sentences

The Regulatory Relief Act eliminated the stress test and risk committee requirements for banking entities between $10 billion and $50 billion, but the other Dodd-Frank regulations and reporting requirements were not changed.

The Company crossed the $10.0 billion threshold in 2020.

The material consequences to the Company of crossing the $10.0 billion threshold are as follows:

Busey crossed the $10 billion threshold in 2020.

The material consequences to Busey of crossing the $10 billion threshold are as follows:

Interchange Fees

Durbin required the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions.

The Durbin Amendment to the Dodd-Frank Act required the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions.

Interchange fees, also known as “swipe” fees, are charges that merchants pay to card-issuing banks, such as Busey Bank, for processing electronic payment transactions.

1 unchanged sentence

The Federal Reserve also adopted a rule to allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve.

Durbin limitations are applicable to any banking entity with over $10.0 billion in assets and became applicable to Busey Bank on July 1, 2022, following a six-month transition period.

Compliance with Durbin has reduced Busey Bank’s earnings on the covered debit transactions.

Fee limits imposed by the Durbin Amendment are applicable to any banking entity with over $10 billion in assets and became applicable to Busey Bank on July 1, 2022, following a six-month transition period.

Compliance with the Durbin Amendment has reduced Busey Bank’s earnings on the covered debit transactions.

First Busey Corporation | 2023 — 12

Table of Contents Contents of Item 1.

The Volcker Rule (also a part of the Dodd-Frank Act) restricts the ability of banking entities (holding companies and their affiliates) with over $10 billion in assets to sponsor or invest in private funds, or to engage in certain types of proprietary trading.

1 unchanged sentence

Banking entities have two years (with a possibility of extensions) to comply with the Volcker requirements after crossing the $10 billion threshold.

The Company does not materially engage in the activities prohibited by the Volcker Rule;

therefore, the application of the rule will not have a material effect on the operations of the Company and its subsidiaries.

Busey does not materially engage in the activities prohibited by the Volcker Rule;

therefore, the application of the rule will not have a material effect on Busey’s operations.

CFPB Examination and Enforcement

Although the CFPB’s rules issued under federal consumer financial protection laws are applicable to all providers of consumer financial services, the CFPB only has examination and enforcement authority over banks with more than $10.0 billion in assets (measured over four consecutive quarters).

Busey Bank continues to be examined for compliance with consumer laws by its primary federal regulatory agency, the FDIC, and in August 2022 began the transition to CFPB oversight.

Although most of the CFPB’s rules issued under federal consumer financial protection laws are applicable to all providers of consumer financial services, the CFPB only has examination and enforcement authority over banks with more than $10 billion in assets (measured over four consecutive quarters).

Busey Bank is under CFPB oversight for consumer banking transactions, and continues to be examined for compliance with consumer laws by its primary federal regulatory agency, the FDIC.

Clearing Swaps Agreements

4 unchanged sentences

Pursuant to the Federal Reserve’s final rules issued under the Regulatory Relief Act, that threshold was increased to $50 billion.

Although it is not yet required to have a risk committee in place, the Company established a committee comprised of holding company directors in 2018 to oversee risk matters in preparation for future growth.

Although it is not yet required to have a risk committee in place, Busey established a committee comprised of holding company directors in 2018 to oversee risk matters in preparation for future growth.

The Role of Capital

Regulatory capital represents the net assets of a banking organization available to absorb losses.

Because of the risks attendant to their business, FDIC-insured institutions generally are required to hold more capital than other businesses, which directly affects the Company’s earnings capabilities.

Because of the risks attendant to their business, FDIC-insured institutions generally are required to hold more capital than other businesses.

These requirements directly affects Busey’s earnings capabilities.

Although capital historically has been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress.

First Busey Corporation | 2023 — 13

Table of Contents Contents of Item 1.

Capital Levels

Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983.

The minimums have been expressed in terms of ratios of “capital” divided by “total assets.” The capital guidelines for U.S.

banks beginning in 1989 have been based upon international capital accords, known as “Basel” rules, adopted by the Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented by the U.S.

The minimums have been expressed in terms of ratios of “capital” divided by “total assets.” Beginning in 1989, capital guidelines for U.S.

banks have been based upon international capital accords, known as “Basel” rules, adopted by the Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented by the U.S.

bank regulatory agencies on an interagency basis.

2 unchanged sentences

The Basel III Rule

federal banking agencies adopted the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rule”) in regulations that were effective (with a number of phase-ins) in 2015.

federal banking agencies adopted the Basel III Rule in regulations that were effective (with a number of phase-ins) in 2015.

The Basel III Rule established capital standards for banks and bank holding companies that are meaningfully more stringent than those in place previously.

it increased the required quantity and quality of capital;

and it required a more complex, detailed, and calibrated assessment of risk in the calculation of risk weightings.

The Basel III Rule is applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to most bank and savings and loan holding companies.

First Busey Corporation and Busey Bank are each subject to the Basel III Rule as described below.

Not only did the Basel III Rule increase most of the required minimum capital ratios in effect prior to January 1, 2015, but also, in requiring that forms of capital be of higher quality to absorb loss, it introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments.

The Basel III Rule also changed the definition of capital by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations).

The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and required deductions from Common Equity Tier 1 Capital in the event that such assets exceeded a percentage of a banking institution’s Common Equity Tier 1 Capital.

First Busey and Busey Bank are each subject to the Basel III Rule as described below.

Risk-Weighting Assets

Three of the required Basel III capital ratios, as discussed immediately below, are calculated using a denominator of total “risk-weighted” assets.

In the calculation of so-called “risk weights,” which was introduced in the first Basel accord, bank assets were divided into four basic risk-weighted categories of zero, 20, 50, and 100%.

Basel III required a more complex, detailed and calibrated assessment of risk in the calculation of risk weightings.

Although it uses the same technique introduced by Basel I in assigning assets to risk-weight categories, it significantly increases the categories and adds conditions.

Risk weights were established as high as 250% for certain commercial real estate exposures, and higher for certain derivatives.

The assignment of risk weights continues to be under review by the banking agencies and has culminated in an initiative called “Basel III:

Endgame,” which, as proposed, would only apply to banks with $100 billion in assets or more and would not impact Busey.

Minimum Capital Ratio Requirements

Basel III also increased the required quantity and quality of capital.

Not only did it increase most of the required minimum capital ratios in effect prior to January 1, 2015, but in requiring that forms of capital be of higher quality to absorb loss, it also introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments.

The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and required deductions from Common Equity Tier 1 Capital if such assets exceeded a percentage of a banking institution’s Common Equity Tier 1 Capital.

The Basel III Rule requires minimum capital ratios as follows:

• A ratio of Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;

First Busey Corporation | 2023 — 14

Table of Contents Contents of Item 1.

• A ratio of Tier 1 Capital equal to 6% of risk-weighted assets;

2 unchanged sentences

Capital Conservation Buffer

In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction also must maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.

In addition, institutions that want to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction also must maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.

The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress.

3 unchanged sentences

For example, a banking organization that is well-capitalized may:

(i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities;

(ii) qualify for expedited processing of other required notices or applications;

and (iii) accept, roll-over or renew brokered deposits.

(1) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities;

(2) qualify for expedited processing of other required notices or applications;

and (3) accept, roll-over or renew brokered deposits.

Higher capital levels also could be required if warranted by the particular circumstances or risk profiles of individual banking organizations.

9 unchanged sentences

As of December 31, 2023:

(i) Busey Bank was not subject to a directive from the FDIC to increase its capital and (ii) Busey Bank was well-capitalized, as defined by FDIC regulations.

As of December 31, 2022, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the requirements to be well-capitalized.

The Company also is in compliance with the capital conservation buffer.

(1) Busey Bank was not subject to a directive from the FDIC to increase its capital, and (2) Busey Bank was well-capitalized, as defined by FDIC regulations.

As of December 31, 2023, First Busey had regulatory capital in excess of the Federal Reserve’s requirements and met the requirements to be well-capitalized.

First Busey also is in compliance with the capital conservation buffer.

First Busey Corporation | 2023 — 15

Table of Contents Contents of Item 1.

Prompt Corrective Action

2 unchanged sentences

Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include:

(i) requiring the institution to submit a capital restoration plan;

(ii) limiting the institution’s asset growth and restricting its activities;

(iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself;

(iv) restricting transactions between the institution and its affiliates;

(v) restricting the interest rate that the institution may pay on deposits;

(vi) ordering a new election of directors of the institution;

(vii) requiring that senior executive officers or directors be dismissed;

(viii) prohibiting the institution from accepting deposits from correspondent banks;

(ix) requiring the institution to divest certain subsidiaries;

(x) prohibiting the payment of principal or interest on subordinated debt;

and (xi) ultimately, appointing a receiver for the institution.

(1) requiring the institution to submit a capital restoration plan;

(2) limiting the institution’s asset growth and restricting its activities;

(3) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself;

(4) restricting transactions between the institution and its affiliates;

(5) restricting the interest rate that the institution may pay on deposits;

(6) ordering a new election of directors of the institution;

(7) requiring that senior executive officers or directors be dismissed;

(8) prohibiting the institution from accepting deposits from correspondent banks;

(9) requiring the institution to divest certain subsidiaries;

(10) prohibiting the payment of principal or interest on subordinated debt;

and (11) ultimately, appointing a receiver for the institution.

Supervision and Regulation of First Busey Corporation

11 unchanged sentences

Business—Supervision, Regulation and Other Factors—The Role of Capital ” above.

First Busey Corporation | 2023 — 16

Table of Contents Contents of Item 1.

The BHCA generally prohibits bank holding companies from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing, and controlling banks, or furnishing services to banks and their subsidiaries.

5 unchanged sentences

First Busey Corporation has elected to operate as a financial holding company.

In order to maintain its status as a financial holding company, First Busey Corporation and Busey Bank must be well-capitalized, well-managed, and Busey Bank must have a least a satisfactory CRA rating.

In order to maintain its status as a financial holding company, First Busey and Busey Bank must be well-capitalized, well-managed, and Busey Bank must have a least a satisfactory CRA rating.

If the Federal Reserve determines that a financial holding company is not well-capitalized or well-managed, the company has a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on the company it believes to be appropriate.

9 unchanged sentences

First Busey Corporation's ability to pay dividends to its stockholders may be affected by both general corporate law considerations and the policies of the Federal Reserve applicable to bank holding companies.

As a Nevada corporation, First Busey Corporation is subject to the limitations of Nevada law, which allows First Busey Corporation to pay dividends unless, after such dividend, (i) First Busey Corporation would not be able to pay its debts as they become due in the usual course of business or (ii) First Busey Corporation’s total assets would be less than the sum of its total liabilities plus any amount that would be needed, if First Busey Corporation were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of stockholders whose rights are superior to the rights of the stockholders receiving the distribution.

As a Nevada corporation, First Busey Corporation is subject to the limitations of Nevada law, which allows First Busey Corporation to pay dividends unless, after such dividend, (1) First Busey Corporation would not be able to pay its debts as they become due in the usual course of business or (2) First Busey Corporation’s total assets would be less than the sum of its total liabilities plus any amount that would be needed, if First Busey Corporation were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of stockholders whose rights are superior to the rights of the stockholders receiving the distribution.

First Busey Corporation | 2023 — 17

Table of Contents Contents of Item 1.

As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer, or significantly reduce dividends to stockholders if:

(i) the company’s net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

(ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition;

or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

(1) the company’s net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

(2) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition;

or (3) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.

5 unchanged sentences

There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis.

Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans.

The result is interagency guidance on sound incentive compensation practices.

1 unchanged sentence

Effective incentive plans should:

(i) provide employees incentives that appropriately balance risk and reward;

(ii) be compatible with effective controls and risk-management;

and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

(1) provide employees incentives that appropriately balance risk and reward;

(2) be compatible with effective controls and risk-management;

and (3) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards.

Smaller banking organizations, like First Busey Corporation, that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks.

Smaller banking organizations, like First Busey, that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks.

Monetary Policy

6 unchanged sentences

Consequently, First Busey Corporation is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

First Busey Corporation | 2023 — 18

Table of Contents Contents of Item 1.

Corporate Governance

1 unchanged sentence

publicly traded companies.

It increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials.

It increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments and by authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials.

The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

7 unchanged sentences

The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay insurance premiums at rates based on their risk classification.

FDIC assessment rates for institutions that have more than $10.0 billion in assets, such as Busey Bank, are calculated based on a “scorecard” methodology that seeks to capture both the probability that an individual large institution will fail and the magnitude of the impact on the DIF if such a failure occurs, based primarily on the difference between the institution’s average of total assets and average tangible equity.

The FDIC has the ability to make discretionary adjustments to the total score, up or down, based upon significant risk factors that are not adequately captured in the scorecard.

For institutions like Busey Bank, after accounting for potential base-rate adjustments, the total assessment rate could range from 1.5 to 40 basis points on an annualized basis.

An institution’s assessment is determined by multiplying its assessment rate by its assessment base, which is asset based.

The reserve ratio is the DIF balance divided by estimated insured deposits.

For institutions like Busey Bank that are not considered large and highly complex banking organizations, the risk classification is based on examination ratings and financial ratios.

A bank’s assessment is then calculated by multiplying its assessment rate by its assessment base (average consolidated total assets minus its average tangible equity).

The total base assessment rates currently range from 1.5 basis points to 30 basis points on an annualized basis.

However, the maximum rate is 18 basis points for financial institutions in the top two categories of examination composite ratings.

At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rule making.

For this purpose, the reserve ratio is the DIF balance divided by estimated insured deposits.

In response to the global financial crisis, the Dodd-Frank Act increased the minimum reserve ratio from 1.15% to 1.35% of the estimated amount of total insured deposits.

Prior to the COVID-19 pandemic, the reserve ratio briefly exceeded the statutory threshold, but, because of extraordinary insured deposit growth caused by an unprecedented inflow of deposits during pandemic, the reserve ratio fell below 1.35% and continues to be below the threshold.

The FDIC staff closely monitors the factors that affect the reserve ratio, and in order to raise the reserve ratio to 1.35% by September 30, 2028, the FDIC increased the initial deposit insurance rates by two basis points, beginning with the first quarterly assessment period of the 2023 assessments.

As a result of this change, the Bank's FDIC insurance assessment rate will increase beginning in 2023.

The DIF balance was approximately $125.5 billion on September 30, 2022, up $1.0 billion from the end of the second quarter.

The reserve ratio remained at 1.26%, as growth in the fund balance kept pace with growth in insured deposits.

The FDIC staff continues to closely monitor the factors that affect the reserve ratio, and any change could impact FDIC assessments.

In the semi-annual update in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35% by September 30, 2028, statutory deadline.

Based on this update, the FDIC approved an increase in initial base deposit insurance assessment rate schedules uniformly by two basis points, applicable to all insured depository institutions.

The increase was effective on January 1, 2023, applicable to the first quarterly assessment period of 2023 (January 1 through March 31, 2023).

In addition, because the total cost of the failures of Silicon Valley Bank and Signature Bank was approximately $16.3 billion, the FDIC adopted a special assessment for banks having deposits above $5 billion, at an annual rate of 13.4 basis points beginning with the first quarterly assessment period of 2024 (January 1 through March 31, 2024) with an invoice payment date of June 28, 2024, and will continue to collect special assessments for an anticipated total of eight quarterly assessment periods.

The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits for the December 31, 2022, reporting period, adjusted to exclude the first $5 billion in estimated uninsured deposits.

Busey Bank was not subject to this assessment due to uninsured deposits being below the $5 billion exclusion threshold.

First Busey Corporation | 2023 — 19

Table of Contents Contents of Item 1.

Supervisory Assessments

7 unchanged sentences

Liquidity Requirements

Liquidity is a measure of the ability and ease with which bank assets may be converted to cash.

Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations.

To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors.

Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests.

One test, referred to as the LCR, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario.

The other test, known as the NSFR, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon.

Liquidity is a measure of the ability and ease with which bank assets may be converted to meet financial obligations to pay deposits or other funding sources.

Banks are required to implement liquidity risk management frameworks that ensure they maintain sufficient liquidity, including a cushion of unencumbered, high quality, liquid assets to withstand a range of stress events.

The level and speed of deposit outflows contributing to the failures of Silicon Valley Bank, Signature Bank, and First Republic Bank in the first half of 2023 was unprecedented and contributed to acute liquidity and funding strain on the financial industry.

These events have further underscored the importance of liquidity risk management and contingency funding planning by insured depository institutions like Busey Bank.

The primary role of liquidity risk management is to:

(1) prospectively assess the need for funds to meet obligations;

and (2) ensure the availability of cash or collateral to fulfill those needs at the appropriate time by coordinating the various sources of funds available to the institution under normal and stressed conditions.

Basel III includes a liquidity framework that requires the largest insured institutions to measure their liquidity against specific liquidity tests.

One test, referred to as the liquidity coverage ratio, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario.

The other test, known as the net stable funding ratio, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon.

These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits).

In addition to liquidity guidelines already in place, federal bank regulatory agencies implemented the Basel III LCR in September 2014, which requires large financial firms to hold levels of liquid assets sufficient to protect against constraints on their funding during times of financial turmoil, and in 2016 proposed implementation of the NSFR.

While these rules do not, and will not, apply to Busey Bank, it continues to review its liquidity risk management policies in light of developments.

Although these tests do not, and will not, apply to Busey Bank, management continues to review its liquidity risk management framework in light of regulatory and industry developments.

Dividend Payments

The primary source of funds for the Company is dividends from Busey Bank.

The primary source of funds for First Busey Corporation is dividends from Busey Bank.

Under Illinois banking law, Illinois-chartered banks generally may pay dividends only out of undivided profits.

3 unchanged sentences

In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer.

First Busey Corporation | 2023 — 20

Table of Contents Contents of Item 1.

State Bank Investments and Activities

4 unchanged sentences

Insider Transactions

Busey Bank is subject to certain restrictions imposed by federal law on “covered transactions” between Busey Bank and its “affiliates.” The Company is an affiliate of Busey Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company, and the acceptance of the stock or other securities of the Company as collateral for loans made by Busey Bank.

Busey Bank is subject to certain restrictions imposed by federal law on “covered transactions” between Busey Bank and its “affiliates.” First Busey Corporation is an affiliate of Busey Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to First Busey Corporation, investments in the stock or other securities of First Busey Corporation, and the acceptance of the stock or other securities of First Busey Corporation as collateral for loans made by Busey Bank.

The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.

9 unchanged sentences

Noncompliance with safety and soundness may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.

First Busey Corporation | 2023 — 21

Table of Contents Contents of Item 1.

During the past decade, bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise.

18 unchanged sentences

Federal law permits state and national banks to merge with banks in other states subject to:

(i) regulatory approval;

(ii) federal and state deposit concentration limits;

and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger.

Transaction Account Reserves

Federal law requires FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts) to provide liquidity.

The amount of reserves is determined by the Federal Reserve based on tranches of zero, three, and ten percent of a bank’s transaction account deposits.

However, in March 2020, in an unprecedented move, the Federal Reserve announced that the banking system had ample reserves, and, as reserve requirements no longer played a significant role in this regime, it reduced all reserve tranches to zero percent, thereby freeing banks from the legally mandated reserve maintenance requirement.

The action permits Busey Bank to loan or invest funds that previously were unavailable.

The Federal Reserve has indicated that it expects to continue to operate in an ample reserves regime for the foreseeable future.

(1) regulatory approval;

(2) federal and state deposit concentration limits;

and (3) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger.

Community Reinvestment Act Requirements

The CRA requires Busey Bank to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of the entire community, including low- and moderate-income neighborhoods.

Federal regulators regularly assess Busey Bank’s record of meeting the credit needs of its communities.

Applications for additional acquisitions would be affected by the evaluation of Busey Bank’s effectiveness in meeting its CRA requirements.

In May 2022, the bank regulatory agencies issued a notice of proposed rulemaking called the Joint Proposal to Strengthen and Modernize Community Reinvestment Act Regulations (the "CRA Proposal").

The CRA Proposal is designed to update how CRA activities qualify for consideration, where CRA activities are considered, and how CRA activities are evaluated.

More specifically, the bank regulatory agencies described the goals of the CRA Proposal as follows:

(i) to expand access to credit, investment, and basic banking services in low and moderate-income communities;

(ii) to adapt to changes in the banking industry, including mobile and internet banking by modernizing assessment areas while maintaining a focus on branch based areas;

(iii) to provide greater clarity, consistency, and transparency in the application of the regulations through the use of standardized metrics as part of CRA evaluations and clarifying eligible CRA activities focused on low- and moderate-income communities and under-served rural communities;

(iv) to tailor CRA rules and data collection to bank size and business model;

and (v) to maintain a unified approach among the regulators.

A final rule has not yet been issued.

Federal regulators regularly assess Busey Bank’s record of meeting the credit needs of its communities in dedicated examinations.

Applications for acquisitions are affected by the evaluation of Busey Bank’s effectiveness in meeting its CRA requirements.

First Busey Corporation | 2023 — 22

Table of Contents Contents of Item 1.

On October 24, 2023, the bank regulatory agencies issued a final rule to strengthen and modernize CRA regulations (the "CRA Rule"), some of which is effective beginning April 1, 2024.

The CRA Rule is designed to update how CRA activities qualify for consideration, where CRA activities are considered, and how CRA activities are evaluated.

More specifically, the bank regulatory agencies described the goals of the CRA Rule as follows:

(1) to expand access to credit, investment, and basic banking services in low and moderate-income communities;

(2) to adapt to changes in the banking industry, including mobile and internet banking by modernizing assessment areas while maintaining a focus on branch based areas;

(3) to provide greater clarity, consistency, and transparency in the application of the regulations through the use of standardized metrics as part of CRA evaluations and clarifying eligible CRA activities focused on low- and moderate-income communities and under-served rural communities;

(4) to tailor CRA rules and data collection to bank size and business model;

and (5) to maintain a unified approach among the regulators.

Management of Busey Bank is assessing the impact of the CRA Rule on its CRA lending and investment activities in its markets.

In 2022, Busey Bank, like all Illinois chartered banks, became subject to state level CRA standards, following passage of the Illinois CRA.

1 unchanged sentence

Like the potential impact under the federal CRA, applications for additional acquisitions or activities would be affected by the evaluation of Busey Bank’s effectiveness in meeting its Illinois CRA requirements.

Anti-Money Laundering

The USA PATRIOT Act, the Bank Secrecy Act and other similar laws are designed to deny terrorists and criminals the ability to obtain access to the U.S.

Anti-Money Laundering/Countering the Financing of Terrorism

The Bank Secrecy Act is the common name for a series of laws and regulations enacted in the United States to combat money laundering and the financing of terrorism.

These laws and regulations are designed to deny terrorists and criminals the ability to obtain access to the U.S.

financial system and have significant implications for FDIC-insured institutions and other businesses involved in the transfer of money.

These laws mandate financial services companies to have policies and procedures with respect to measures designed to address the following matters:

(i) customer identification programs;

(ii) money laundering;

(iii) terrorist financing;

(iv) identifying and reporting suspicious activities and currency transactions;

(v) currency crimes;

and (vi) cooperation between FDIC-insured institutions and law enforcement authorities.

The so-called Anti-Money Laundering/Countering the Financing of Terrorism regime under the Bank Secrecy Act provides a foundation to promote financial transparency and deter and detect those who seek to misuse the U.S.

financial system to launder criminal proceeds, finance terrorist acts, or move funds for other illicit purposes.

The laws mandate financial services companies to have policies and procedures with respect to measures designed to address the following matters:

(1) customer identification programs;

(2) money laundering;

(3) terrorist financing;

(4) identifying and reporting suspicious activities and currency transactions;

(5) currency crimes;

and (6) cooperation between FDIC-insured institutions and law enforcement authorities.

Concentrations in Commercial Real Estate

2 unchanged sentences

The interagency CRE Guidance provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant CRE loan concentrations that may warrant greater supervisory scrutiny:

(i) CRE loans exceeding 300% of capital and increasing 50% or more in the preceding three years;

or (ii) construction and land development loans exceeding 100% of capital.

(1) CRE loans exceeding 300% of capital and increasing 50% or more in the preceding three years;

or (2) construction and land development loans exceeding 100% of capital.

The CRE Guidance does not limit banks’ levels of CRE lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their CRE concentrations.

3 unchanged sentences

As of December 31, 2023, Busey Bank did not exceed these guidelines.

First Busey Corporation | 2023 — 23

Table of Contents Contents of Item 1.

Consumer Financial Services

2 unchanged sentences

The CFPB has examination and enforcement authority over providers with more than $10 billion in assets.

In August 2022 the CFPB began the process of assuming supervisory authority over Busey Bank.

Busey Bank is under CFPB oversight for consumer banking transactions.

Because abuses in connection with residential mortgages were a significant factor contributing to the financial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act addressed mortgage and mortgage-related products, their underwriting, origination, servicing, and sales.

1 unchanged sentence

In addition to numerous disclosure requirements, the Dodd-Frank Act imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of compliance for certain “qualified mortgages.” The CFPB has from time to time released additional rules as to qualified mortgages and the borrower’s ability to repay.

The CFPB’s rules have not had a significant impact on the Bank’s operations, except for higher compliance costs.

Supervision and Regulation of Busey Risk Management

First Busey Risk Management, incorporated in Nevada, is a captive insurance company which insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.

First Busey Risk Management is subject to regulations of the State of Nevada and periodic examinations by the Nevada Division of Insurance.

EXECUTIVE OFFICERS

Following is a description of the business experience for at least the past five years of our executive officers.

Dukeman, age 64, has served as a Director, Chief Executive Officer and President of First Busey since August 2007.

Prior to August 2007, Mr.

Dukeman served as a Director, Chief Executive Officer and President of Main Street Trust, Inc.

from May 1998 until its merger with First Busey.

Elliott, age 46, was appointed President and Chief Executive Officer of Busey Bank in April 2019, and also became the President and CEO of FirsTech in December 2022.

Prior to that, he served as Chief Operating Officer of First Busey since February 2016 and Chief Financial Officer of First Busey since January 2014.

Elliott had previously served as Director of the Business Banking Group of Busey Bank since November 2011.

Prior to that appointment, he had served as Director of Finance & Treasury since joining the organization in 2006.

Jones, age 49, was appointed Chief Financial Officer of First Busey in July 2019.

Prior to that, he was Co-Head of the US Depository Group and Head of Depository Investment Banking with Stephens, Inc., since 2015.

Bowe, age 49, has served as Chief Risk Officer of First Busey since January 2020.

Prior to that, she served as Senior Director of Operational Risk Program Management at KeyBank, a subsidiary of KeyCorp headquartered in Cleveland, Ohio, since 2015.

Powers, age 67, has served as General Counsel of First Busey since December 2011.

Prior to that, he was a stockholder of Meyer Capel, P.C., a law firm based in Champaign, Illinois, since 1998.

Randolph, age 48, was appointed Chief of Staff in April 2017.

Prior to that appointment she served as Executive Vice President and Chief Brand Officer since March 2014.

Prior to March 2014, she served as Senior Vice President of Growth Strategies since 2008.

HUMAN CAPITAL

First Busey is built upon a strong commitment to associate, customer, stockholder, and community experiences.

Our associates are the cornerstone of this unwavering commitment.

Busey’s vision, Service Excellence in Everything We Do, starts with dedication to our associates.

We are deeply humbled to be consistently recognized nationally and locally throughout our footprint for this steadfastness.

Nationally, the organization is named among America’s Best Banks by Forbes;

the Best Banks to Work For by American Banker since 2016;

the Best Places to Work in Money Management by Pension and Investments since 2018;

and a Leading Disability Employer by the National Organization on Disability.

Locally, Busey has been voted as one of the Best Places to Work in Illinois since 2016 and a Best Company to Work For in Florida since 2017.

From exceeding the needs of customers and colleagues to serving our communities selflessly, our associates show unmatched dedication to Busey.

Their shared experiences are what make these and other awards possible.

Since we opened our doors 155 years ago, we have maintained our core values, creating a strong foundation and shaping our inclusive culture.

Busey remains committed to bringing diversity and inclusion to our organization, the banking profession, and the communities where we live and work.

Busey is dedicated to attracting and retaining talent across a variety of backgrounds and experiences.

A diverse team—one with varying beliefs and opinions—promotes productivity, creativity, and innovation, while better meeting and exceeding the needs of a diverse customer base.

Recruiting, supporting, and retaining a diversified workforce with varying perspectives and ideas, while having an inclusive culture, is the foundation of our core values—One Busey.

We maintain an Affirmative Action Plan, the results of which – including proactive steps for inclusion – are reviewed by this same group.

Busey supports and empowers women in the workplace as reflected in our gender-diverse workforce.

In 2022, women comprised 60% of Busey's total number of associates, and made up 25% of our senior leadership, providing meaningful contributions not only within the organization but throughout the communities we serve.

Associate engagement is an important barometer of our cultural health.

We regularly solicit feedback to understand the views of our associates about their work environment and Busey’s culture.

The results from engagement surveys are used to implement programs and processes designed to enhance engagement and improve the associate experience.

With a strong 90% participation rate and an approach focused on continuous improvement, 2022 results increased to the highest scores in Busey’s history.

One such way to keep associates informed and engaged is through our quarterly update calls, which are conducted by Busey leadership.

A tenet of our engaged culture is a commitment to investing in associates through unique, award-winning training and development programs.

In 2022, 52% of our associate base engaged in talent and leadership development programs.

Additionally, we care about the health and well-being of our associates and their families, as evidenced in the 94% participation rate in our innovative, holistic health and wellness program, B Well.

In 2022, Busey was honored to be recognized among the 2022 Illinois' Healthiest Employers, by global health insurer Cigna and Crain’s Content Studio marking the fifth year the Company was named among this elite group.

As of December 31, 2022, First Busey and our subsidiaries had a total of 1,497 full-time equivalents.

Geographic distribution of our associates is as follows:

As of December 31, 2022

Full-time Part-time Total

Busey associates by state

Illinois 1,008 86 1,094

Missouri 163 6 169

Florida 73 1 74

Indiana 20 1 21

Remote 186 — 186

Total number of associates 1,450 94 1,544

Over the last several years, the CFPB has taken a proactive, multi-front approach to protect consumers from excessive overdraft and non-sufficient funds fees.

This includes proposed rules, interpretive opinions and enforcement actions.

In January 2024, this included a proposed rule that would prohibit non-sufficient funds fees on transactions declined in real time (debit card purchases, ATM withdrawals, and peer-to-peer payments) and a proposal to subject overdrafts on bank accounts to disclosure rules applicable to other kinds of credit.

The actions proposed or taken thus far by the CFPB affects financial institutions, like Busey Bank, with more than $10 billion in assets.

Busey Bank’s management expects continued developments in this area that will impact its overdraft practices and may result in a decrease in fee income.

The CFPB’s rules have an impact on Busey Bank’s operations, including by increasing compliance costs and potentially negatively affecting revenue.

SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION

First Busey’s website address is www.busey.com.

We make available on this website our Annual Reports, Quarterly Reports, Current Reports, and any amendments thereto, as soon as reasonably practicable after such reports are filed or furnished with the SEC, and in any event, on the same day as such filing with the SEC.

Reference to this website does not constitute incorporation by reference of the information contained on the website and it should not be considered part of this document.

First Busey has adopted a code of ethics applicable to our employees, officers, and directors.

The text of this code of ethics may be found under “Investor Relations” on our website.

Busey makes its Annual Reports, Quarterly Reports, Current Reports, and any amendments thereto available, free of charge, on its website at busey.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

Reference to Busey’s website does not constitute incorporation by reference of the information contained on the website and it should not be considered part of this document.

The SEC maintains an internet site at sec.gov , which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, and from which Busey’s SEC filings may be accessed.

NON-GAAP FINANCIAL INFORMATION

This Annual Report contains certain financial information determined by methods other than in accordance with GAAP.

Management uses these non-GAAP financial measures and non-GAAP ratios, together with the related GAAP financial measures, in analysis of the Company’s performance and in making business decisions, as well as for comparison to the Company’s peers.

The Company believes the adjusted measures are useful for investors and management to understand the effects of certain non-recurring noninterest items and provide additional perspective on the Company’s performance over time.

Management uses these non-GAAP financial measures and non-GAAP ratios, together with the related GAAP financial measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers.

Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring noninterest items and provide additional perspective on Busey’s performance over time.

First Busey Corporation | 2023 — 24

Table of Contents Contents of Item 1.

Non-GAAP disclosures have inherent limitations and are not audited.

1 unchanged sentence

Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates and effective rates as appropriate.

A listing of the Company's non-GAAP financial measures and ratios are shown in the table below, together with the related GAAP financial measures.

GAAP Financial Measures Related Non-GAAP

Financial Measures Related Non-GAAP Ratios

A listing of Busey's non-GAAP financial measures and ratios are shown in the table below, together with the related GAAP financial measures, followed by a reconciliation of non-GAAP financial measures to what management believes to be the most directly comparable GAAP financial measures.

First Busey Corporation | 2023 — 25

Table of Contents Contents of Item 1.

GAAP Financial Measures Related Non-GAAP Financial Measures Related Non-GAAP Ratios

Net interest income

16 unchanged sentences

Total noninterest expense

Amortization of intangible assets Non-interest expense excluding amortization of intangible assets Efficiency ratio

Amortization of intangible assets Noninterest expense excluding amortization of intangible assets Efficiency ratio

Adjusted noninterest expense Adjusted efficiency ratio

9 unchanged sentences

Core loans to core deposits

A reconciliation of non-GAAP financial measures to what management believes to be the most directly comparable GAAP financial measures appears below.

First Busey Corporation | 2023 — 26

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

Pre-Provision Net Revenue, Adjusted Pre-Provision Net Revenue,

Pre-Provision Net Revenue to Average Assets, and Adjusted Pre-Provision Net Revenue to Average Assets

Pre-Provision Net Revenue to Average Assets, and

Adjusted Pre-Provision Net Revenue to Average Assets

(dollars in thousands)

17 unchanged sentences

[b÷c] 1.41 % 1.44 % 1.35 %

First Busey Corporation | 2023 — 27

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

9 unchanged sentences

Data processing — 214 3,700

Loss on leases or fixed asset impairment — — 479

Professional fees, occupancy, and other 357 258 2,599

4 unchanged sentences

Related tax benefit 1

(881) (938) (3,692)

Adjusted net income [b] $ 126,012 $ 131,910 $ 137,108

19 unchanged sentences

[b÷e] 15.03 % 15.99 % 14.40 %

___________________________________________

Tax benefits were calculated by multiplying acquisition expenses and other restructuring expenses by the effective tax rates for each period.

Effective tax rates used in this calculation were 20.4%, 20.7%, and 21.3% for the years ended December 31, 2023, 2022, and 2021, respectively.

First Busey Corporation | 2023 — 28

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

6 unchanged sentences

Tax-equivalent adjustment 1

2,173 2,199 2,355

Tax-equivalent net interest income [a] 321,624 325,637 273,053

6 unchanged sentences

[b÷c] 2.87 % 2.81 % 2.42 %

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.

First Busey Corporation | 2023 — 29

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

8 unchanged sentences

Tax-equivalent adjustment 1

2,173 2,199 2,355

Tax-equivalent net interest income 321,624 325,637 273,053

7 unchanged sentences

Amortization of intangible assets [b] (10,432) (11,628) (11,274)

Non-interest expense excluding amortization of intangible assets [c] 272,253 250,506 224,189

Noninterest expense excluding amortization of intangible assets [c] 275,100 272,253 250,506

Non-operating adjustments:

14 unchanged sentences

[g÷a] 58.56 % 57.49 % 56.70 %

___________________________________________

The tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.

First Busey Corporation | 2023 — 30

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

7 unchanged sentences

Tangible book value per common share [a÷b] $ 16.62 $ 14.14

Tangible Common Equity and Tangible Common Equity to Tangible Assets

Tangible Assets, Tangible Common Equity, and Tangible Common Equity to Tangible Assets

(dollars in thousands)

4 unchanged sentences

Tax effect of other intangible assets 1

Tangible assets [a] $ 11,981,228 $ 12,500,019

Tangible assets 2

[a] $ 11,936,439 $ 11,981,228

Total stockholders' equity $ 1,271,981 $ 1,145,977

2 unchanged sentences

Tax effect of other intangible assets 1

Tangible common equity [b] $ 790,528 $ 959,442

Tangible common equity 2

[b] $ 925,005 $ 790,528

Tangible common equity to tangible assets 2

1 unchanged sentence

___________________________________________

Net of estimated deferred tax liability.

Net of estimated deferred tax liability, calculated using the estimated statutory tax rate of 28%.

Tax-effected measure.

First Busey Corporation | 2023 — 31

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

15 unchanged sentences

Core loans to core deposits [b÷d] 77.29 % 77.64 %

First Busey Corporation | 2023 — 32

Table of Contents Item 1.

Business Contents

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

7 unchanged sentences

These factors include, but are not limited to, the following:

the possibility that any of the anticipated benefits of the proposed transaction between Busey and M&M will not be realized or will not be realized within the expected time period;

the risk that integration of operations of M&M with those of Busey will be materially delayed or will be more costly or difficult than expected;

the inability to complete the proposed transaction due to the failure of the required approval of M&M’s stockholders;

the failure to satisfy other conditions to completion of the proposed transaction, including receipt of required regulatory and other approvals;

the failure of the proposed transaction to close for any other reason;

the effect of the announcement of the transaction on customer relationships and operating results;

the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

the strength of the local, state, national, and international economy (including effects of inflationary pressures and supply chain constraints);

• the economic impact of any future terrorist threats or attacks, widespread disease or pandemics (including the Coronavirus Disease 2019 pandemic), or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine);

• changes in state and federal laws, regulations, and governmental policies concerning First Busey’s general business;

the economic impact of any future terrorist threats or attacks, widespread disease or pandemics (including the Coronavirus Disease 2019 pandemic), or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the Israeli-Palestinian conflict);

changes in state and federal laws, regulations, and governmental policies concerning Busey's or M&M's general business (including changes in response to the recent failures of other banks);

changes in accounting policies and practices;

• changes in interest rates and prepayment rates of First Busey’s assets (including the impact of the LIBOR phase-out);

• increased competition in the financial services sector and the inability to attract new customers;

changes in interest rates and prepayment rates of Busey’s or M&M's assets (including the impact of the LIBOR phase-out and the recent and potential additional rate increases by the Federal Reserve);

First Busey Corporation | 2023 — 33

Table of Contents Item 1.

Business Contents

increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers;

changes in technology and the ability to develop and maintain secure and reliable electronic systems;

1 unchanged sentence

changes in consumer spending;

• unexpected results of current and/or future acquisitions, which may include failure to realize the anticipated benefits of any acquisition and the possibility that transaction costs may be greater than anticipated;

• unexpected outcomes of existing or new litigation involving First Busey;

• the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards;

unexpected results of acquisitions, including the acquisition of M&M and the performance of M&M’s life equity loan business;

unexpected outcomes of existing or new litigation involving Busey or M&M;

fluctuations in the value of securities held in Busey’s or M&M’s securities portfolio;

concentrations within Busey’s or M&M’s loan portfolio, large loans to certain borrowers, and large deposits from certain clients;

the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure;

the level of non-performing assets on Busey’s or M&M’s balance sheets;

interruptions involving information technology and communications systems or third-party servicers;

breaches or failures of information security controls or cybersecurity-related incidents;

the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts;

other factors and risks described under “ Item 1A.

5 unchanged sentences

We qualify all of our forward-looking statements by these cautionary statements.

First Busey Corporation | 2023 — 34

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business