What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-23 · 83 added, 101 removed, 193 unchanged (49% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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, 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.

An evaluation of Busey’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, was carried out as of December 31, 2024, under the supervision and with the participation of its Chief Executive Officer, Chief Financial Officer, and several other members of senior management.

Based on this evaluation, Busey’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, Busey’s disclosure controls and procedures were effective in ensuring that the information Busey is required to disclose in the reports Busey files or submits under the Exchange Act was (1) accumulated and communicated to Busey’s 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

During the three months ended December 31, 2023, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, 2024, no change occurred in Busey’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Busey’s internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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The report, which expresses an unqualified opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2024, is included in this Item under the heading “ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting .”

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Report of Independent Registered Public Accounting Firm

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

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

Opinion on the Internal Control Over Financial Reporting

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We believe that our audit provides a reasonable basis for our opinion.

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Definition and Limitations of Internal Control Over Financial Reporting

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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

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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 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 27, 2025

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OTHER INFORMATION

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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.

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

Dukeman, age 66, has been serving as a Director and Chief Executive Officer 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.

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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.

Phillips, age 46, has been serving as Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer of First Busey Corporation since February 2025.

Phillips has served as Busey’s Principal Accounting Officer since March 2023 and previously served as Busey’s Corporate Controller from January 2019 to February 2025.

Prior to that, Mr.

Phillips was in the banking industry for nine years at BB&T Corporation (now Truist Financial) and Florida Community Bank after beginning his career at a Big 4 public accounting firm serving clients primarily in the financial services industry.

Bowe, age 51, has been serving as Chief Risk Officer of First Busey Corporation since January 2020.

3 unchanged sentences

Randolph, age 50, 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

1 unchanged sentence

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

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EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2025 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.”

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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 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 following table discloses the number of outstanding options, warrants, and rights granted by Busey to participants in its equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of December 31, 2024.

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

4 unchanged sentences

exercise price of

remaining for

remaining available for

future issuance

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___________________________________________

Balance includes stock options assumed in connection with the acquisition of First Community.

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

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.

Includes 1,066,772 shares issuable upon the vesting and settlement of outstanding RSU awards, 515,175 shares issuable upon the vesting and settlement of outstanding PSU awards, 221,834 shares issuable upon the vesting and settlement of outstanding DSU awards, and 15,106 shares issuable upon the exercise of outstanding stock option awards.

The stock option awards were assumed in connection with the acquisition of First Community.

The weighted average exercise price only relates to stock options and does not relate to RSU, PSU, DSU awards, each of which does not have an exercise price, or awards under the ESPP.

Shares remain available for future issuance under the 2020 Equity Plan and the ESPP in the amounts of 1,326,314 and 393,536, respectively.

All of the shares that remain available for future issuance under the ESPP are eligible to be purchased during the current offering period.

Includes the 2020 Equity Plan, the 2010 Equity Incentive Plan, as amended, the First Community 2016 Equity Incentive Plan, and the ESPP.

Other information required by Item 12 is incorporated herein by reference to Busey’s Proxy Statement for its 2025 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 .”

1 unchanged sentence

The information required by this Item is incorporated herein by reference to Busey’s Proxy Statement for its 2025 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.”

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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First Busey Corporation (BUSE) | 2024 — 182

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

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 sec.gov .

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

Busey’s SEC file number is 0-15950.

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FORM 10-K SUMMARY

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EXHIBIT INDEX

2 unchanged sentences

Exhibit Filing Date

2.1* Agreement and Plan of Merger, dated August 26, 2024, by and among First Busey Corporation and CrossFirst Bankshares, Inc.

8-K 2.1 08/27/2024

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

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8-K 3.1 12/07/2023

4.1 Certain instruments defining the rights of holders of long-term debt of First Busey, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the First Busey and its subsidiaries on a consolidated basis, have not been filed as exhibits.

First Busey hereby agrees to furnish a copy of any of these agreements to the SEC upon request.

4.1 Certain instruments defining the rights of holders of long-term debt of Busey, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of First Busey Corporation and its subsidiaries on a consolidated basis, have not been filed as exhibits.

Busey hereby agrees to furnish a copy of any of these agreements to the SEC upon request.

4.2 Description of the Company’s securities

2 unchanged sentences

10-K 10.2 03/29/2002

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

10.2† Letter Agreement between Main Street Trust, Inc., and Van A.

3 unchanged sentences

10-Q 10.1 05/13/2010

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

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

2 unchanged sentences

DEF 14A Appendix C 04/17/2015

10.6† Form of Restricted Stock Unit Award Agreement under the First Busey Corporation 2010 Equity Incentive Plan, as amended

10-K 10.27 02/28/2018

10.6† First Community Financial Partners, Inc.

Amended and Restated 2008 Equity Incentive Plan

S-4 10.11 11/19/2012

10.8† First Amendment of the First Community Financial Partners, Inc.

Amended and Restated 2008 Equity Incentive Plan

S-4 10.12 11/19/2012

10.9† Second Amendment of the First Community Financial Partners, Inc.

Amended and Restated 2008 Equity Incentive Plan

10-K 10.8 03/14/2016

10.10† Third Amendment of the First Community Financial Partners, Inc.

Amended and Restated 2008 Equity Incentive Plan

10-K 10.36 02/28/2018

10.11† First Community Financial Partners, Inc.

2016 Equity Incentive Plan

3 unchanged sentences

10-K 10.38 02/28/2018

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

2016 Equity Incentive Plan

S-8 4.7 06/03/2016

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

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

1 unchanged sentence

S-8 4.8 06/03/2016

10.15† Form of Restricted Stock Unit Award Agreement under the First Community Financial Partners, Inc.

2016 Equity Incentive Plan

10-K 10.41 02/28/2018

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

10-Q 10.1 08/07/2018

10.17† Form of Director Deferred Stock Unit Award Agreement under the First Community Financial Partners, Inc.

2016 Equity Incentive Plan

10-Q 10.2 08/07/2018

10.10† Jeffrey D.

1 unchanged sentence

8-K 10.1 07/26/2019

10.19† Robin N.

Elliott Employment Agreement, dated December 5, 2019

8-K 10.1 12/10/2019

10.11† Amy L.

4 unchanged sentences

8-K 10.3 12/10/2019

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

10.13† Jeffrey D.

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Appendix A 04/14/2023

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

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

6 unchanged sentences

DEF 14A Appendix A 04/08/2021

10.28† Gregory B.

Lykins Letter of Understanding, dated April 1, 2021

10-Q 10.33 05/06/2021

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

3 unchanged sentences

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.

10.21† Letter Agreement, dated August 26, 2024, by and between First Busey Corporation and Van A.

8-K 2.1 08/27/2024

21.1 List of Subsidiaries of First Busey Corporation

23.1 Consent of Independent Registered Public Accounting Firm, RSM US LLP

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

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10.22† Separation Agreement between First Busey Corporation and Jeffrey D.

Jones, dated February 18, 2025

(000-15950) 8-K

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Incorporated herein by reference

1 unchanged sentence

Exhibit Filing Date

Amendment to the First Busey Corporation Profit Sharing Plan and Trust, effective September 27, 2024

First Busey Corporation 2021 Employee Stock Purchase Plan First Amendment

19.1 First Busey Corporation Insider Trading Policy

21.1 List of Subsidiaries of First Busey Corporation

23.1 Consent of Independent Registered Public Accounting Firm, RSM US LLP

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

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

97.1 First Busey Corporation Clawback Policy

10-K 97.1 02/23/2024

99.1 Letter Agreement, dated August 26, 2024, by and between First Busey Corporation and Michael J.

8-K 2.1 08/27/2024

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Incorporated herein by reference

Description of Exhibit Filing Entity 1

Exhibit Filing Date

101.INS iXBRL Instance Document

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FCFP is First Community Financial Partners, Inc.

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished to the SEC upon request;

provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

† Management contract or compensatory plan.

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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.

February 22, 2024

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FIRST BUSEY CORPORATION

BY /s/ VAN A.

Chairman, President and Chief Executive Officer

Chairman and Chief Executive Officer

(Principal Executive Officer)

BY /s/ JEFFREY D.

Chief Financial Officer

(Principal Financial Officer)

BY /s/ SCOTT A.

Corporate Controller and Principal Accounting Officer

(Principal Accounting Officer)

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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.

Signature Title Date

DUKEMAN Chairman, President and Chief Executive Officer February 22, 2024

Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer

(Principal Financial Officer, Principal Accounting Officer)

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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 indicated, as of February 27, 2025.

Signature Title

DUKEMAN Chairman and Chief Executive Officer

Dukeman (Principal Executive Officer)

/s/ JEFFREY D.

JONES Chief Financial Officer February 22, 2024

Jones (Principal Financial Officer)

PHILLIPS Corporate Controller and Principal Accounting Officer February 22, 2024

Phillips (Principal Accounting Officer)

PHILLIPS Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer

Phillips (Principal Financial Officer, Principal Accounting Officer)

/s/ GREGORY B.

LYKINS Vice-Chairman February 22, 2024

LYKINS Vice-Chairman

/s/ SAMUEL P.

BANKS Director February 22, 2024

/s/ GEORGE BARR Director February 22, 2024

BANKS Director

/s/ GEORGE BARR Director

/s/ STANLEY J.

BRADSHAW Director February 22, 2024

BRADSHAW Director

/s/ MICHAEL D.

CASSENS Director February 22, 2024

JENSEN Director February 22, 2024

CASSENS Director

JENSEN Director

/s/ FREDERIC L.

KENNEY Director February 22, 2024

KENNEY Director

/s/ STEPHEN V.

KING Director February 22, 2024

KING Director

/s/ CASSANDRA R.

SANFORD Director February 22, 2024

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SANFORD Director

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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