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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-23 · 80 added, 52 removed, 214 unchanged (38% of the section changed)

2 unchanged sentences

An evaluation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, was carried out as of December 31, 2023, under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer, and several other members of our senior management.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Exchange Act was (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Exchange Act was (1) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (2) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

First Busey’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s Consolidated Financial Statements for external reporting purposes in accordance with U.S.

Busey’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

Busey’s internal control over financial reporting is a process designed under the supervision of Busey’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Busey’s Consolidated Financial Statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the COSO in 2013.

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

RSM US LLP, an independent registered public accounting firm that audited the Consolidated Financial Statements of the Company included in this Annual Report, has issued an audit opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, is included in this Item under the heading “ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting .”

Report of Independent Registered Public Accounting Firm on

Internal Control Over Financial Reporting

Stockholders and the Board of Directors of

As of December 31, 2023, management assessed the effectiveness of Busey’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the COSO in 2013.

Based on this assessment, management determined that Busey maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

RSM US LLP, an independent registered public accounting firm that audited Busey’s Consolidated Financial Statements included in this Annual Report, has issued an audit opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2023.

The report, which expresses an unqualified opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2023, is included in this Item under the heading “ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting .”

First Busey Corporation | 2023 — 177

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of First Busey Corporation

Opinion on the Internal Control Over Financial Reporting

1 unchanged sentence

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated February 23, 2023, expressed an unqualified opinion.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and our report dated February 22, 2024 expressed an unqualified opinion.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance

First Busey Corporation | 2023 — 178

regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

3 unchanged sentences

February 23, 2023

First Busey Corporation | 2023 — 179

OTHER INFORMATION

During the fiscal quarter ended December 31, 2023, none of Busey’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Busey securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any non-Rule 10b5‑1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

(a) Directors of the Registrant and Corporate Governance.

Information required by this Item is incorporated herein by reference to First Busey’s Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of First Busey’s fiscal year-end under the captions “Proposal 1:

Election of Directors,” “Delinquent Section 16(a) Reports,” and “Corporate Governance and Board of Directors Matters.”

(b) Executive Officers of the Registrant.

The information required by this Item is incorporated herein by reference to Part I, Item I of this Form 10-K under the caption “ Executive Officers .”

EXECUTIVE OFFICERS

The business experience of each of our executive officers for at least the past five years is set forth below.

Dukeman, age 65, has been serving as a Director, Chief Executive Officer, and President of First Busey Corporation since August 2007, as Chairman the Board of Directors of First Busey Corporation since July 2020, and as President and Chief Executive Officer of Busey Bank since October 2023.

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 Busey.

Jones, age 50, has been serving as Chief Financial Officer of First Busey Corporation since 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 50, has been serving as Chief Risk Officer of First Busey Corporation 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 68, has been serving as General Counsel of First Busey Corporation 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 49, was appointed Chief Operating Officer of First Busey Corporation in October 2023.

Prior to that appointment, she served as Chief of Staff from April 2017 to October 2023, Executive Vice President and Chief Brand Officer from March 2014 to April 2017, and Senior Vice President of Growth Strategies from 2008 to March 2014.

DIRECTORS OF THE REGISTRANT AND CORPORATE GOVERNANCE

Information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year end under the captions “Proposal 1:

Election of Directors,” “Corporate Governance and Board of Directors Matters,” and “Delinquent Section 16(a) Reports.”

EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to First Busey’s Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of First Busey’s fiscal year-end under the captions “ Director Compensation ,” “ Compensation Discussion and Analysis ,” “ Executive Management Compensation and Succession Committee Report ,” “ Compensation of Named Executive Officers ,” “ CEO Pay Ratio ,” and “ Executive Management Compensation and Succession Committee Interlocks and Insider Participation .”

The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the captions “ Director Compensation ,” “ Compensation Discussion and Analysis ,” “ Executive Management Compensation and Succession Committee Report ,” “ Compensation of Named Executive Officers ,” “ CEO Pay Ratio ,” and “ Executive Management Compensation and Succession Committee Interlocks and Insider Participation .”

First Busey Corporation | 2023 — 180

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

STOCK INCENTIVE PLANS

The following table discloses the number of outstanding options, warrants and rights granted by First Busey to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2022.

The following table discloses the number of outstanding options, warrants, and rights granted by Busey to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2023.

The table provides this information separately for equity compensation plans that have and have not been approved by security holders.

16 unchanged sentences

The weighted average exercise price only relates to 21,266 stock options.

Shares are reserved under the First Busey Corporation 2020 Equity Incentive Plan and 2021 ESPP in the amounts of 657,570 and 512,225, respectively.

Includes outstanding awards under the First Busey Corporation 2020 Equity Incentive Plan, the First Busey Corporation 2010 Equity Incentive Plan, as amended, the First Community Amended and Restated 2008 Equity Incentive Plan and the First Community 2016 Equity Incentive Plan.

Other information required by Item 12 is incorporated herein by reference to First Busey’s Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of First Busey’s fiscal year-end under the caption “ Stock Ownership of Certain Beneficial Owners and Management .”

Shares were reserved under the 2020 Equity Plan and 2021 ESPP in the amounts of 1,723,343 and 452,379, respectively.

Includes outstanding awards under the 2020 Equity Plan, the First Busey Corporation 2010 Equity Incentive Plan, as amended, and the First Community 2016 Equity Incentive Plan.

Other information required by Item 12 is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the caption “ Stock Ownership of Certain Beneficial Owners and Management .”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to First Busey’s Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of First Busey’s fiscal year-end under the captions “ Certain Relationships and Related-Person Transactions ” and “ Corporate Governance and Board of Directors Matters .”

The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of Busey’s fiscal year-end under the captions “Corporate Governance and Board of Directors Matters” and “Certain Relationships and Related-Person Transactions.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

First Busey Corporation | 2023 — 181

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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Stockholders may obtain a copy of any of the exhibits by writing to First Busey Corporation, Corporate Secretary, at 100 W.

University, Champaign, IL 61820, or by visiting the SEC’s EDGAR database at http://www.sec.gov.

The Company’s SEC file number is 0-15950.

University, Champaign, IL 61820, or by visiting the SEC’s EDGAR database at sec.gov .

Busey’s SEC file number is 0-15950.

FINANCIAL STATEMENT SCHEDULES

Our Consolidated Financial Statements are included as part of this Annual Report in “ Part II, Item 8.

Busey’s Consolidated Financial Statements are included as part of this Annual Report in “ Part II, Item 8.

Financial Statements and Supplementary Data ,” as follows:

9 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

(PCAOB ID 49)

Report of Independent Registered Public Accounting Firm (PCAOB ID 49)

FORM 10-K SUMMARY

First Busey Corporation | 2023 — 182

EXHIBIT INDEX

3 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of First Busey Corporation, together with:

(i) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007;

(ii) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009;

(iii) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010;

and (iv) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015

( 1 ) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007;

( 2 ) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009;

( 3 ) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010;

and ( 4 ) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015

10-Q 3.1 11/06/2015

1 unchanged sentence

S-8 4.2 05/29/2020

3.3 First Busey Corporation Amended and Restated By-Laws

3.3 Second Amended and Restated By-Laws of First Busey Corporation

8-K 3.1 12/07/2023

2 unchanged sentences

4.2 Description of the Company’s securities

10-K 4.2 02/25/2021

10.1† Employment Agreement by and between Main Street Trust, Inc., and Van A.

6 unchanged sentences

10-Q 10.1 05/13/2010

Dukeman First Amendment to Employment Agreement, dated December 31, 2008

10-Q 10.1 05/08/2012

First Busey Corporation | 2023 — 183

Incorporated herein by reference

1 unchanged sentence

Exhibit Filing Date

Dukeman First Amendment to Employment Agreement, dated December 31, 2008

10-Q 10.1 05/08/2012

10.5† First Busey Corporation 2010 Equity Incentive Plan, as amended

23 unchanged sentences

S-8 4.7 06/03/2016

First Busey Corporation | 2023 — 184

Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

10.14† Form of Incentive Stock Option Award Agreement under the First Community Financial Partners, Inc.

4 unchanged sentences

10-K 10.41 02/28/2018

Incorporated herein by reference

Description of Exhibit Filing Entity (1)

Exhibit Filing Date

10.16† Form of Director Deferred Stock Unit Award Agreement under the First Busey Corporation 2010 Equity Incentive Plan, as amended

18 unchanged sentences

8-K 10.4 12/10/2019

10.23† First Busey Corporation 2020 Equity Incentive Plan, as amended

14A Appendix A 04/09/2020

10.23† First Busey Corporation Amended 2020 Equity Incentive Plan

Appendix A 04/14/2023

First Busey Corporation | 2023 — 185

Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

10.24† Form of Restricted Stock Unit Award Agreement under the First Busey Corporation 2020 Equity Incentive Plan

9 unchanged sentences

10-Q 10.33 05/06/2021

Incorporated herein by reference

Description of Exhibit Filing Entity (1)

Exhibit Filing Date

10.29 Second Amended and Restated Credit Agreement, dated as of May 28, 2021, by and between First Busey Corporation and U.S.

1 unchanged sentence

8-K 10.34 06/02/2021

10.30† First Busey P rofit Sharing Plan and Trust (as amended and restated January 1, 2022)

10.30† First Busey Profit Sharing Plan and Trust (as amended and restated January 1, 2022)

10-K 10.30 02/23/2023

10.31† Separation Letter, dated as of October 20, 2023 between First Busey Corporation, Busey Bank, and Robin N.

8-K 10.1 10/24/2023

21.1 List of Subsidiaries of First Busey Corporation

1 unchanged sentence

31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)

First Busey Corporation | 2023 — 186

Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Financial Officer

97.1 First Busey Corporation C lawback P olicy

101.INS iXBRL Instance Document

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101.PRE iXBRL Taxonomy Extension Presentation Linkbase

Incorporated herein by reference

Description of Exhibit Filing Entity (1)

Exhibit Filing Date

101.DEF iXBRL Taxonomy Extension Definition Linkbase

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† Management contract or compensatory plan.

First Busey Corporation | 2023 — 187

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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(Principal Financial Officer)

BY /s/ LYNETTE M.

BY /s/ SCOTT A.

Corporate Controller and Principal Accounting Officer

(Principal Accounting Officer)

First Busey Corporation | 2023 — 188

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

5 unchanged sentences

Jones (Principal Financial Officer)

/s/ LYNETTE M.

STRODE Principal Accounting Officer February 23, 2023

PHILLIPS Corporate Controller and Principal Accounting Officer February 22, 2024

Phillips (Principal Accounting Officer)

/s/ GREGORY B.

14 unchanged sentences

SANFORD Director February 22, 2024

First Busey Corporation | 2023 — 189

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 9A. Controls and Procedures