buse-20251231
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-15950
FIRST BUSEY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
37-1078406
(State or other jurisdiction of incorporation of organization)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood , Kansas 66211
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code ( 217 ) 365-4544
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common Stock ($0.001 par value)
BUSE
The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock , $0.001 par value
BUSEP
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2025, was $ 1.95 billion, determined using a per share closing price for the registrant’s common stock on that date of $22.89, as quoted on The Nasdaq Global Select Market. In calculating the market value of securities held by non-affiliates of the registrant as of June 30, 2025, the registrant has treated as securities held by affiliates the voting and non-voting stock owned by its directors and principal executive officers, voting stock for which its directors hold voting power, and voting and non-voting stock held by the First Busey Corporation Plan and Trust in a fiduciary capacity for benefit of its directors and principal executive officers. This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of February 26, 2026, there were 86,227,449 shares of the registrant’s common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of First Busey Corporation to be held May 20, 2026, are incorporated by reference in this Form 10-K in response to Part III.
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FIRST BUSEY CORPORATION
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
GLOSSARY
6
PART I
ITEM 1. BUSINESS
8
Organization
8
Business Combinations
9
Banking Center Markets
11
Human Capital
14
Corporate Governance
15
Supervision, Regulation, and Other Factors
15
Securities And Exchange Commission Reporting and Other Information
28
Non-GAAP Financial Information
28
Forward-Looking Statements
34
ITEM 1A. RISK FACTORS
36
Economic and Market Risks
36
Regulatory and Legal Risks
37
Credit and Lending Risks
38
Capital and Liquidity Risks
40
Competitive and Strategic Risks
41
Accounting and Tax Risks
45
Operational Risks
46
ITEM 1B. UNRESOLVED STAFF COMMENTS
48
ITEM 1C. CYBERSECURITY
48
ITEM 2. PROPERTIES
49
ITEM 3. LEGAL PROCEEDINGS
49
ITEM 4. MINE SAFETY DISCLOSURES
50
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
50
ITEM 6. [RESERVED]
52
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited)
53
Scope of Discussion
53
Busey’s Conservative Banking Strategy
54
Critical Accounting Estimates
54
Results Of Operations — Three Years Ended December 31, 2025
57
Financial Condition
71
New Accounting Pronouncements
88
Effects Of Inflation
88
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
89
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
90
Report of Independent Registered Public Accounting Firm
(PCAOB ID 49 )
91
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Consolidated Financial Statements
94
Consolidated Balance Sheets
94
Consolidated Statements of Income
95
Consolidated Statements of Comprehensive Income
96
Consolidated Statements of Stockholders’ Equity
97
Consolidated Statements of Cash Flows
100
Notes to Consolidated Financial Statements
102
Note 1. Significant Accounting Policies
102
Note 2. Business Combinations
120
Note 3. Debt Securities
125
Note 4. Portfolio Loans
131
Note 5. Other Real Estate Owned and Other Repossessed Assets
141
Note 6. Premises and Equipment
142
Note 7. Leases
142
Note 8. Goodwill and Other Intangible Assets
145
Note 9. Deposits
147
Note 10. Borrowings
147
Note 11. Junior Subordinated Debt Owed to Unconsolidated Trusts
149
Note 12. Regulatory Capital
150
Note 13. Income Taxes
153
Note 14. Tax Credit Investments and Other Investments in Unconsolidated Entities
155
Note 15. Employee Benefit Plans
156
Note 16. Stock-Based Compensation
157
Note 17. Transactions with Related Parties
164
Note 18. Outstanding Commitments and Contingent Liabilities
165
Note 19. Derivative Financial Instruments
166
Note 20. Fair Value Measurements
172
Note 21. Earnings Per Common Share
178
Note 22. Accumulated Other Comprehensive Income (Loss)
179
Note 23. Operating Segments and Related Information
180
Note 24. Parent Company Only Financial Information
185
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
188
ITEM 9A. CONTROLS AND PROCEDURES
188
ITEM 9B. OTHER INFORMATION
191
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
191
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
191
ITEM 11. EXECUTIVE COMPENSATION
192
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
193
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
193
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
193
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
194
ITEM 16. FORM 10-K SUMMARY
194
EXHIBIT INDEX
195
SIGNATURES
201
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GLOSSARY
Busey uses acronyms, abbreviations, and other terms throughout this Annual Report, as defined in the glossary below:
Term Definition
2020 Equity Plan First Busey Corporation Amended 2020 Equity Incentive Plan
401(k) Plan
First Busey Corporation Profit Sharing Plan and Trust
ACL Allowance for credit losses
Annual Report Annual report filed with the SEC on Form 10-K pursuant to Section 13 or 15(d) of the Exchange Act
AOCI Accumulated other comprehensive income (loss)
ASC Accounting Standards Codification
ASU Accounting Standards Update
Basel III 2010 capital accord adopted by the international Basel Committee on Banking Supervision
Basel III Rule Regulations promulgated by U.S. federal banking agencies—the OCC, the Federal Reserve, and the FDIC—to both enforce implementation of certain aspects of the Basel III capital reforms and effect certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act
BHCA Bank Holding Company Act of 1956, as amended
bps basis points
Busey
First Busey Corporation, together with its wholly-owned consolidated subsidiaries; also, “First Busey,” and the “Company”
Busey Series A Preferred Stock
Series A Non-Cumulative Perpetual Preferred Stock, $0.001 par value
Busey Series B Preferred Stock 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.001 par value
C&I
Commercial and industrial
CECL ASC Topic 326 “Financial Instruments-Credit Losses,” which established the Current Expected Credit Losses methodology for measuring credit losses on financial instruments
CFPB Consumer Financial Protection Bureau
CRA Community Reinvestment Act
CRE Commercial real estate
CRE Guidance Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance issued jointly by the OCC, the Federal Reserve, and the FDIC
CrossFirst
CrossFirst Bankshares, Inc.
Current Report Current report filed with the SEC on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act
DFPR Illinois Department of Financial and Professional Regulation
Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010
DSU Deferred stock unit
Durbin Amendment
The Durbin Amendment to the Dodd-Frank Act, requiring the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions
ESPP
First Busey Corporation Employee Stock Purchase Plan
Exchange Act Securities Exchange Act of 1934, as amended
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Term Definition
Fair value The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, as defined in ASC Topic 820 “Fair Value Measurement”
FASB Financial Accounting Standards Board
FDIC Federal Deposit Insurance Corporation
Federal Reserve Board of Governors of the Federal Reserve System
FHLB Federal Home Loan Bank
First Community First Community Financial Partners, Inc.
FirsTech FirsTech, Inc.
GAAP U.S. Generally Accepted Accounting Principles
LOCOM Lower of Cost or Market, an accounting approach under which assets are carried at amortized historical cost less write-offs and downward fair value adjustments, as may be applicable
M&M
Merchants and Manufacturers Bank Corporation
M&M Bank
Merchants and Manufacturers Bank
MSA
Metropolitan Statistical Area
Nasdaq National Association of Securities Dealers Automated Quotations
N/A Not applicable
NM Not meaningful
OCC Office of the Comptroller of the Currency
OCI Other comprehensive income (loss)
OREO Other real estate owned
PCAOB
Public Company Accounting Oversight Board
PCD Purchased credit deteriorated
PSU Performance stock unit
Quarterly Report Quarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act
Regulatory Relief Act Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018
RSU Restricted stock unit
SBA U.S. Small Business Administration
SEC U.S. Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
SOFR Secured Overnight Financing Rate published by the Federal Reserve
SSAR
Stock-settled stock appreciation right
Stock Repurchase Plan
Stock repurchase program approved by First Busey Corporation's board of directors on February 3, 2015
Term Loan
$60 million term loan provided for in the Second Amended and Restated Credit Agreement, dated May 28, 2021. This term loan was paid off in the first quarter of 2024.
U.S. United States of America
U.S. Treasury U.S. Department of the Treasury
Volcker Rule A financial regulation included in the Dodd-Frank Act that was intended to reduce risk in the banking system, which prohibits banking organizations that exceed a $10 billion asset threshold from engaging in proprietary trading and limits their investments in private equity funds
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PART I
ITEM 1. BUSINESS
Contents of Item 1. Business
ORGANIZATION
8
Banking
8
Wealth Management
9
FirsTech
9
BUSINESS COMBINATIONS
9
2025 Acquisition of CrossFirst Bankshares, Inc.
10
2024 Acquisition of Merchants and Manufacturers Bank Corporation
10
BANKING CENTER MARKETS
11
Busey’s Regional Operating Model
11
Market Competition
13
HUMAN CAPITAL
14
CORPORATE GOVERNANCE
15
SUPERVISION, REGULATION, AND OTHER FACTORS
15
General Supervision and Regulation
15
The $10 billion Threshold
17
The Role of Capital
18
Supervision and Regulation of First Busey Corporation
20
Supervision and Regulation of Busey Bank
23
SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION
28
NON-GAAP FINANCIAL INFORMATION
28
FORWARD-LOOKING STATEMENTS
34
ORGANIZATION
First Busey Corporation is an $18.10 billion financial holding company. Organized in Nevada in 1980, First Busey Corporation is headquartered in Leawood, Kansas. First Busey Corporation’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE” and its Series B preferred stock is traded on The Nasdaq Global Select Market under the symbol “BUSEP.”
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.
Banking
Busey Bank is an Illinois state-chartered bank headquartered in Champaign, Illinois. Initially founded in 1868, Busey Bank now has a total of 79 banking centers across 10 states, with 50 in Illinois, nine in Missouri, four in Texas, three in Colorado, three in Florida, three in Kansas, three in Oklahoma, two in Arizona, one in Indiana, and one in New Mexico.
Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities to conveniently serve its customers’ needs. Commercial services include commercial, CRE, 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, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through Busey Bank’s banking centers, automated teller machines, and technology-based networks.
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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.
Wealth Management
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. As of December 31, 2025, $15.66 billion of assets were under care. For individuals, Busey Bank provides investment management, trust and estate advisory services, and financial planning. For businesses, it provides investment management, business succession planning, and employee retirement plan services. For foundations, Busey Bank provides investment management, investment strategy consulting, and fiduciary services. Brokerage-related services are offered by Busey Investment Services, a division of Busey Bank, through a third-party arrangement. In addition, Busey Bank provides professional farm management and brokerage services to the agricultural industry.
FirsTech
FirsTech, a wholly owned subsidiary of Busey Bank, delivers technology‑enabled payment processing solutions to business clients across the United States. The company operates a multi‑channel payments platform that facilitates the collection and processing of consumer payments through a variety of electronic and in‑person methods.
FirsTech’s service offerings include mobile text‑based bill payment; interactive voice response systems; electronic payment concentration and routing to Automated Clearing House networks, money management networks, and credit card networks; walk‑in payment processing through third‑party retail agent locations; customer service payment processing via telephone; direct debit services; merchant services referral solutions for financial institution partners and their commercial customers; and lockbox remittance processing for mail‑based payments. The company also provides ancillary tools that support billing, reconciliation, payment reminders, and treasury‑related functions.
FirsTech serves clients across a broad range of industries, with a significant concentration in regulated sectors such as financial services, utilities, insurance, and telecommunications.
BUSINESS COMBINATIONS
Over the last several years, Busey has completed the following acquisitions as part of its strategy to expand into new service areas and to provide broader coverage in areas where Busey already maintains 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 Banc 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
April 1, 2024 Merchants and Manufacturers Bank Corporation, and its wholly-owned subsidiary, Merchants and Manufacturers Bank
March 1, 2025 CrossFirst Bankshares, Inc., and its wholly-owned subsidiary CrossFirst Bank
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Contents of Item 1. Business
2025 Acquisition of CrossFirst Bankshares, Inc.
On March 1, 2025, Busey completed its acquisition of CrossFirst and its wholly-owned subsidiary, CrossFirst Bank. This transformative partnership helped create a premier commercial bank spanning 10 states.
CrossFirst Bank’s results of operations were included in Busey’s results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025. At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.
2024 Acquisition of Merchants and Manufacturers Bank Corporation
On April 1, 2024, Busey completed its acquisition of M&M and its wholly-owned subsidiary, M&M Bank. This partnership added M&M’s Life Equity Loan ® products to Busey’s existing suite of services and expanded Busey’s presence in the suburban Chicago market. M&M’s results of operations were included in Busey’s results of operation beginning April 1, 2024.
For further information regarding these acquisitions, see “ Note 2. Business Combinations ” in the Notes to the Consolidated Financial Statements. Further information related to acquisitions made prior to January 1, 2024, has been presented in the Annual Reports previously filed with the SEC corresponding to each year of each acquisition.
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BANKING CENTER MARKETS
Busey’s Regional Operating Model
Busey Bank, headquartered in Champaign, Illinois, serves the banking needs of its customers through 79 banking centers located across five geographical regions and verticals spanning 10 states.
Busey’s East Region
Busey Bank serves the suburban Chicago market with 11 banking centers in its East Region, offering a full spectrum of financial services to individuals and businesses. The Chicago area is home to several Fortune 500 companies, featuring a diverse economic mix that includes manufacturing, logistics, information technology, and financial services. With a regionalized approach and a legacy of service excellence, Busey remains a trusted financial partner to the vibrant communities of northeastern Illinois.
Busey Bank operates 20 banking centers in the St. Louis MSA, including eight banking centers in eastern Missouri and 12 banking centers in western Illinois. St. Louis has a diverse economy and major employment sectors including healthcare, financial services, professional and business services, and retail. Busey continues to build on its legacy of serving dynamic urban and suburban markets in the region.
Busey Bank serves the southwest Florida banking market with three banking centers located in and around Fort Myers, an area which has experienced strong population growth, job expansion, and a vibrant housing market, as well as the benefits of a robust tourism and winter resort economy. These factors have contributed to a thriving environment for consumer banking and small business services.
Busey’s Midwest Region
Busey Bank serves the central Illinois banking market with 27 banking centers, six of which are in the Chicago MSA. The economy of central Illinois is agriculture-based, with a prominent presence of manufacturing and services industries. These industries, coupled with large healthcare and higher education sectors, anchor the communities in which they are located and have provided a comparatively stable foundation for housing, employment, and small business.
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Busey Bank has one banking center in the Indianapolis, Indiana, area, which is the most populous city of Indiana with a diverse economy, due in part to it serving as the headquarters of many large corporations. Its strategic location and infrastructure have fostered steady economic performance, positioning Busey to meet the financial needs of both retail and commercial clients.
Busey’s Central Region
Busey Bank serves the Kansas City MSA with three banking centers, including two locations in Leawood, Kansas and one in Kansas City, Missouri. The Kansas City MSA is a diverse and economically vibrant region, supported by industries such as healthcare, financial services, manufacturing, and transportation. Leawood is known for its desirable residential communities and concentration of corporate offices and financial institutions, while the Missouri location provides connectivity to the area’s broader commercial and industrial base. Together, these banking centers position Busey to serve a wide range of consumer and business clients across one of the Midwest’s most dynamic metropolitan regions.
Busey Bank operates one banking center in Wichita, Kansas, the state’s largest city and a key regional economic hub. Wichita’s economy is anchored by its leadership in aviation, aerospace engineering, and manufacturing, along with growing healthcare and education footprints that contribute to a stable employment base and expanding residential development. Busey’s presence in Wichita enables Busey Bank to serve a diverse mix of consumer and commercial clients in a market known for its industrial strength and community resilience.
Busey Bank serves the Oklahoma banking market with three banking centers, including two in Oklahoma City and one in Tulsa. These cities anchor the state’s economy, with leading sectors including aerospace, energy, healthcare, and higher education. Both Oklahoma City and Tulsa have benefited from economic diversification efforts and urban revitalization, fostering resilience in employment and housing markets and providing opportunities for Busey to support local business and community needs.
Busey’s Texas Region
Busey Bank operates four banking centers across the Dallas-Fort Worth MSA, including locations in Dallas, Frisco, and Fort Worth, Texas. The Dallas-Fort Worth MSA is the most populous metropolitan area in the southern United States, and serves as a key business and financial hub with a diverse economy spanning technology, healthcare, telecommunications, and logistics. The region’s rapid population growth, entrepreneurial energy, and deep talent pool have created strong demand for housing and commercial expansion, aligning well with Busey’s financial services model.
Busey’s West Region
Busey Bank has two banking centers in Arizona, located in Phoenix and Tucson. Phoenix, a fast-growing metropolitan area, features a broad-based economy with key sectors in advanced manufacturing, fintech, and education. Tucson, supported by a strong university presence and a vibrant tourism sector, has seen steady growth in small business development and residential communities. Busey’s presence supports a range of financial needs in both urban and suburban settings.
Busey Bank has three banking centers in Colorado, located in Denver and Colorado Springs. Denver stands out as a major economic center with thriving industries in technology, energy, and financial services, while Colorado Springs offers a more suburban environment anchored by defense, aerospace, and healthcare sectors. Both cities have experienced consistent population growth and infrastructure investment, creating opportunities for Busey to serve a dynamic customer base.
Busey Bank operates one banking center in Clayton, New Mexico. Located in northeastern New Mexico, Clayton’s economy is primarily driven by agriculture, cattle ranching, and small-scale retail, with steady contributions from transportation services due to its proximity to major highways. The community also benefits from local tourism linked to nearby parks and attractions. Busey’s presence supports essential financial needs in this rural market, reinforcing its commitment to serving both metropolitan and underserved areas with tailored banking solutions.
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Busey’s Verticals
Transcending geographical boundaries, Busey operates in several industry verticals, including Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending.
Market Competition
Busey Bank competes actively with national and state banks, savings and loan associations, and credit unions for deposits and loans. 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, financial technology companies, digital asset providers, 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. Customers for banking services are generally influenced by convenience, quality of service and technology, personal contacts, price of services, and availability of products. Busey Bank attracts a significant amount of deposits through its banking centers, primarily from the communities in which those banking centers are located; therefore, competition for those deposits is principally from other commercial banks, savings institutions, and credit unions located in the same communities. 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, 2025, the most recent report available, out of 349 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 well as two Kansas counties and two New Mexico counties:
As of June 30, 2025
County Busey Bank
Market Share Ranking
Illinois
Champaign 1
Macon 1
Madison 2
Grundy 3
McLean 3
St. Clair 4
Tazewell 4
Peoria 4
Will 8
Kansas
Johnson 6
Sedgwick 7
New Mexico
Harding 1
Union 1
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HUMAN CAPITAL
Busey is built upon a strong commitment to associate, customer, stockholder, and community, with its associates as the cornerstone of this unwavering commitment. Busey’s vision, Service Excellence in Everything We Do, starts with Busey’s dedication to its associates. Busey is deeply humbled to be consistently recognized nationally and locally throughout the Company’s footprint, including being named nationally among the Best-In-State Banks and America’s Best Banks by Forbes; the Best Banks to Work For by American Banker; and the Best Places to Work in Money Management by Pension and Investments. Additionally, Busey is consistently named among the Best Places to Work and Best Companies to Work For by associates and publications across our footprint. From exceeding the needs of customers and colleagues to serving their communities selflessly, Busey associates show unmatched dedication to the Company. Their shared experiences are what make these and other awards possible. Since Busey opened its doors 158 years ago, Busey has maintained its core values, creating a strong foundation and shaping its inclusive culture.
Busey remains committed to fostering a welcoming and supportive environment within its organization, the banking profession, and the communities in which it operates. Busey is dedicated to attracting and retaining top talent across a variety of backgrounds and experiences. Teams with varying beliefs and opinions promote productivity, creativity, and innovation, while better meeting and exceeding the needs of Busey’s customer base. Recruiting, supporting, and retaining a workforce with varying perspectives and ideas, while maintaining a welcoming culture, is the foundation of Busey’s core value—One Busey. Busey’s endeavors in this regard are reported to the Employee Benefit and Compensation Committee and to the Board's Enterprise Risk Committee, which hold the organization accountable to this core value at the highest levels of management.
Associate engagement is an important barometer of Busey’s cultural health. Busey regularly solicits feedback to understand the views of its 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, 2025 results remained in-line with the prior year and exceeded expectations. One way Busey keeps associates informed and engaged is through 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 its number one asset – its associates. A tenet of Busey’s engaged culture is a commitment to investing in associates through unique, award-winning training and development programs. In 2025, 47% of Busey’s 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, Busey cares about the health and well-being of its associates and their families, as evidenced by a strong investment and an 86% participation rate in Busey’s innovative, holistic health and wellness program, B Well. Investments in B Well include stress management and mental wellness components, lifesaving biometric screenings, access to fitness and wellness coaches, onsite wellness centers, health club reimbursements, on-demand wellness streaming service, and Health Savings Account investments funded by the Company. In 2025, Busey was honored to be recognized among the Healthiest Employers in Illinois, St. Louis, and Florida and received a Silver Well Workplace Award by the Wellness Alliance.
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As of December 31, 2025, Busey and its subsidiaries had a total of 1,914 full-time equivalents. Geographic distribution of Busey associates is as follows:
As of December 31, 2025
Full-time Part-time Total
Busey associates by state
Illinois 1,111 63 1,174
Missouri 197 3 200
Kansas 188 1 189
Florida 97 — 97
Texas 75 1 76
Arizona 39 — 39
Colorado 39 — 39
Indiana 39 — 39
Oklahoma 39 — 39
New Mexico 9 — 9
Remote 47 47
Total number of associates 1,880 68 1,948
Full-time equivalents 1,880 34 1,914
CORPORATE GOVERNANCE
Information about Busey’s Board of Directors and Executive Officers is presented under “Officers & Directors” within the “Governance” section 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 to all Busey associates, officers, and directors. The text of this code of ethics is presented under “Governance Documents” within the “Governance” section 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
General Supervision and Regulation
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, 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 banking agencies, including the DFPR, the Federal Reserve, the FDIC, and federal and state consumer financial protection agencies. 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 and sanctions enforced by the U.S. 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.
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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 banking agencies issued under them, affect, among other things, the scope of Busey’s business; the kinds and amounts of investments that Busey may make; required capital levels relative to assets; the nature and amount of collateral for loans; the establishment of branches; the ability of Busey to merge, consolidate, and acquire; dealings with Busey’s insiders and affiliates; and Busey’s payment of dividends.
In response 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 large banking organizations and systemically important financial institutions, certain provisions of the law triggered at the $10 billion in assets threshold 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 encompass those with assets under $250 billion). However, the $10 billion threshold remained in place for certain Dodd-Frank Act reforms that are applicable to Busey, as discussed below.
Over the past year, the federal banking agencies have continued efforts to streamline and modernize regulatory and supervisory frameworks applicable to banking organizations, including through initiatives to improve examination efficiency, enhance transparency and consistency in supervisory expectations, and refine certain regulatory requirements. While many targeted regulatory relief measures have been directed primarily toward community banking organizations, supervisory and policy initiatives applicable to larger institutions have focused on improving risk-based oversight and reducing unnecessary compliance burden without altering core safety-and-soundness standards. Congress also has considered additional measures aimed at easing specific compliance obligations (particularly for community banks), although no reforms comparable in scope to the Regulatory Relief Act have been enacted to date. These developments may be favorable to the operations of Busey or Busey Bank; however, future changes in laws, regulations, or supervisory priorities, and their impacts on Busey’s or Busey Bank’s business, remain uncertain.
The supervisory framework applicable to U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective banking agencies. These examinations result in confidential examination reports and supervisory ratings that may impact an institution’s operations, capital levels, growth and strategic initiatives. Examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality, management ability and performance, earnings, liquidity, and overall risk profile, among other factors. The banking agencies generally have broad discretion to impose restrictions and limitations on the operations of a banking organization where the agencies determine, among other things, that such operations are unsafe or unsound, violate applicable law, or are otherwise inconsistent with laws and regulations. Changes in supervisory approach or emphasis may materially effect the operations and financial results of Busey, as well as the banking industry in general. In recent supervisory communications, rulemakings, and policy statements, federal banking agencies have indicated an increased focus on core, material financial risks (rather than risk management processes), greater transparency in supervisory expectations, and efforts to reduce examination burden in certain circumstances. For example, the Federal Reserve, Busey Bank’s primary federal regulator, has released guidance intended to streamline supervisory and examination processes, including the issuance of Matters Requiring Attention, and may propose, or join the FDIC’s and OCC’s interagency efforts regarding, rules to clarify standards for unsafe or unsound practices. These initiatives may enable management to focus more effectively on growth opportunities and the management of material financial risks.
The following is a summary of the material elements of the supervisory and regulatory framework applicable to Busey. 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. The descriptions are qualified in their entirety by reference to particular statutory and regulatory provisions.
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The $10 billion Threshold
As indicated above, the Dodd-Frank Act included a number of requirements that are triggered when a banking entity crosses over $10 billion in assets. These include requirements for stress testing capital, maintenance of a risk committee, adherence to the Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds, limitations on interchange fees for certain debit transactions, clearing of swap agreements, and examination and enforcement related to consumer financial services by the CFPB, in addition to a number of heightened reporting requirements. The Regulatory Relief Act eliminated the stress test and risk committee requirements for banking entities between $10 billion and $50 billion, but the other regulations and reporting requirements under the Dodd-Frank Act were not changed.
Busey crossed the $10 billion asset threshold in 2020. The material consequences to Busey of crossing the $10 billion asset threshold include the following:
Interchange Fees
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. The Federal Reserve set the maximum interchange fee at 21 cents, plus five bps of the transaction value. 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. Fee limits imposed by the Durbin Amendment are applicable to any banking organization 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 covered debit transactions.
Volcker Rule
The Volcker Rule (also a part of the Dodd-Frank Act) restricts the ability of banking organizations (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. In October 2019, the Federal Reserve, OCC, FDIC, Commodity Futures Trading Commission, and SEC finalized rules to tailor the application of the Volcker Rule based on the size and scope of a banking organization’s trading activities and to clarify and amend certain definitions, requirements, and exemptions. Banking organizations have two years (with a possibility of extensions) to comply with the Volcker Rule requirements after crossing the $10 billion threshold. Busey does not materially engage in the activities prohibited by the Volcker Rule; therefore, the application of the rule has not had a material effect on Busey’s operations.
CFPB Examination and Enforcement
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 products and services and continues to be examined for compliance with consumer laws by its primary federal regulator, the Federal Reserve. For more on the CFPB’s current posture, see “ Item 1. Business—Supervision, Regulation and Other Factors—Supervision and Regulation of Busey Bank —Consumer Financial Services ” below.
Clearing Swaps Agreements
Banks with over $10 billion in assets are required to clear swaps agreements on exchanges. Busey Bank became subject to the exchange requirement in 2021.
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Risk Committee
The Dodd-Frank Act required publicly traded bank holding companies with more than $10 billion in total consolidated assets to establish and maintain a risk committee. 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, 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, such as Busey Bank, as well as their holding companies (i.e., banking organizations), generally are required to hold more capital than other businesses. These requirements directly affect 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 agencies recognized that the amount and quality of capital held by banking organizations prior to that crisis was insufficient to absorb losses during periods of severe stress.
Capital Levels
Banking organizations have been required to hold minimum levels of capital based on guidelines established by the federal banking agencies since 1983. The minimum capital levels for banking organizations have been expressed in terms of ratios of “capital” divided by “total assets.” Beginning in 1989, capital guidelines for U.S. banking organizations have been based upon international capital accords, known as the “Basel” accords, 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 interpreted and implemented by the U.S. federal banking agencies on an interagency basis. These accords recognized that bank assets for the purpose of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored into the calculations. Following the global financial crisis, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced an agreement on a strengthened set of capital requirements for banking organizations around the world, known as the Basel III accords, to address deficiencies recognized in connection with the global financial crisis.
The Basel III Rule
The U.S. federal banking agencies adopted the Basel III Rule in regulations that were effective in 2015 (with a number of phase-ins). The Basel III Rule established capital standards for banks and bank holding companies that are meaningfully more stringent than those established previously and are still in effect today. The Basel III Rule is applicable to all banking organizations that are subject to minimum capital requirements, including national banks, 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.
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 “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%. The Basel III Rule required a more complex, detailed, and calibrated assessment of risk in the calculation of risk weightings. Although it uses the same technique introduced by the Basel I accord in assigning assets to risk-weight categories, it significantly increases the number of categories and adds conditions to the assignment of certain risk weights. Risk weights were established as high as 250% for certain CRE exposures, and higher for certain derivatives.
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The assignment of risk weights is likely to continue to be under review by federal banking agencies as they seek to implement certain remaining elements of the Basel III accords. Previously, in July 2023, the federal banking agencies proposed wide-ranging and significant changes to the Basel III Rule (a “Basel III Endgame Proposal Rule”) to complete this implementation process; however, the proposal was not adopted, in part due to stakeholder concerns regarding potential economic impacts, data transparency, and the alignment of certain provisions with statutory tailoring requirements. Based on public statements from federal agency officials, it is anticipated that a revised proposal may be issued in the future. Any re-proposal of the Basel III Endgame Rule is expected to primarily affect large, complex banking organizations.
Minimum Capital Ratio Requirements
The Basel III Rule 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 by requiring that capital instruments 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 and deductions. The Basel III Rule also changed the definition of regulatory capital by establishing more stringent criteria for instruments to qualify as 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). In addition, the Basel III Rule also limited the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in regulatory capital and required deductions from Common Equity Tier 1 Capital if such assets exceeded prescribed thresholds.
The Basel III Rule requires banking organizations to maintain minimum capital ratios to be deemed “adequately capitalized” as follows:
• A ratio of Common Equity Tier 1 Capital to risk-weighted assets equal to 4.5%;
• A ratio of Tier 1 Capital to risk-weighted assets equal to 6%;
• A ratio of Total Capital (Tier 1 plus Tier 2 Capital) to risk-weighted assets equal to 8%; and
• A leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4%.
Capital Conservation Buffer
In addition, banking organizations that want to make capital distributions (including for dividends and stock repurchases) and pay discretionary bonuses to executive officers without restriction also must maintain 2.5% in Common Equity Tier 1 Capital in the form of a capital conservation buffer. The purpose of the conservation buffer is to ensure that banking organizations maintain a cushion of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the capital conservation buffer increases the minimum ratios described above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital, and 10.5% for Total Capital.
Well Capitalized Requirements
The ratios described above represent minimum standards for banking organizations to be considered “adequately capitalized.” Banking agencies uniformly encourage banking organizations to maintain capital levels above these minimums and to be classified as “well capitalized.” To that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a well capitalized banking organization may: (1) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (2) receive expedited processing of other required notices or applications; and (3) accept, roll-over or renew brokered deposits. In addition, the banking agencies may require higher capital levels where warranted by the banking organization’s particular operating circumstances or risk profiles. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities, or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions ( i.e. , Tier 1 Capital less all intangible assets), well above the minimum regulatory levels.
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Under the capital regulations of the Federal Reserve, in order to be well capitalized, a banking organization must maintain all of the following:
• A ratio of Common Equity Tier 1 Capital to risk-weighted assets of 6.5% or more;
• A ratio of Tier 1 Capital to total risk-weighted assets of 8% or more;
• A ratio of Total Capital to total risk-weighted assets of 10% or more; and
• A leverage ratio of Tier 1 Capital to total adjusted quarterly average assets of 5% or greater.
Under the Basel III Rule, a banking organization may be considered “well capitalized” while not complying with the capital conservation buffer described above.
As of December 31, 2025: (1) Busey Bank was not subject to a directive from the Federal Reserve or the DFPR to increase its capital, and (2) Busey Bank was well capitalized, as defined by Federal Reserve regulations. As of December 31, 2025, Busey had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well capitalized. First Busey Corporation and Busey Bank also are in compliance with the capital conservation buffer.
Prompt Corrective Action
The concept of a banking organization being “adequately capitalized” or “well capitalized” is part of a regulatory enforcement regime that provides the federal banking agencies with broad power to take “prompt corrective action” to resolve the problems of depository institutions based on the capital level of each particular institution. The extent of the regulators’ powers depends on whether the banking organization in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which a banking organization is assigned, the banking agencies’ corrective powers include: (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
General
First Busey Corporation, as the sole stockholder of Busey Bank, is a bank holding company. As a bank holding company, First Busey Corporation is registered with, and subject to regulation, supervision, and enforcement by, the Federal Reserve under the BHCA. First Busey Corporation is legally obligated to act as a source of financial and managerial strength to Busey Bank and to commit resources to support it in circumstances where First Busey Corporation might not otherwise do so. Under the BHCA, First Busey Corporation is subject to periodic examination by the Federal Reserve and is required to file with the Federal Reserve periodic reports of its operations and such additional information regarding First Busey Corporation and Busey Bank as the Federal Reserve may require.
Acquisitions and Activities
The primary purpose of a bank holding company is to control, manage, and provide financial strength for one or more subsidiary banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Pursuant to the BHCA and the Dodd-Frank Act, the Federal Reserve may permit a well capitalized and well managed bank holding company to acquire banks located in any U.S. state, subject to federal deposit concentration limits, applicable nondiscriminatory state deposit-cap laws, and state minimum existence requirements for target banks (not exceeding five years).
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The BHCA generally prohibits bank holding companies from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any nonbanking entity, and from engaging in any business other than that of banking, managing, and controlling banks, or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999, to be “so closely related to banking ... as to be a proper incident thereto.” This authority permits First Busey Corporation to engage in a variety of banking-related businesses, including, among other things, the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, and mortgage banking and brokerage services. The BHCA does not place formal territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies. In addition to approval from the Federal Reserve in certain circumstances, prior approval for the establishment or acquisition of nonbank subsidiaries of a bank holding company may be required from other agencies, such as agencies regulating the nonbank entity.
Financial Holding Company Election
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking, and any other activity that: (1) the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity; or (2) that the Federal Reserve determines by order to be complementary to any such financial activity, as long as the activity does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally.
First Busey Corporation has elected to operate as a financial holding company. 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. If the Federal Reserve determines that a financial holding company is no longer well capitalized or well managed, the Federal Reserve will provide a period of time in which to achieve compliance with those requirements once again, but during the period of noncompliance, the Federal Reserve may place any limitations on the financial holding company that it deems appropriate. Furthermore, if the Federal Reserve determines that a financial holding company’s subsidiary bank has not received a satisfactory CRA rating, that financial holding company will not be able to commence any new financial activities or acquire a company that engages in such activities.
Change in Control
Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal banking agency. “Control” is conclusively determined to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may be presumed to arise under certain circumstances between 10% and 24.99% ownership.
Capital Requirements
Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements. For a discussion of capital requirements, see “ Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital ” above.
Dividend Payments
First Busey Corporation's ability to pay dividends to its stockholders may be affected by both general corporate law considerations and the policies and capital requirements 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 prohibits First Busey Corporation from paying a dividend if, 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 dividend.
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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: (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. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. Finally, the Basel III Rule imposes consolidated capital requirements on banking organizations. As a result, banking organizations must maintain a capital conservation buffer of 2.5% of risk-weighted assets in Common Equity Tier 1 Capital above the minimum risk-based capital requirements to avoid regulatory limits on dividends and other capital distributions. See “ Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital ” above.
Monetary Policy
The monetary policy of the Federal Reserve has a significant effect on the operating results of bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities and changes in the discount rate on bank borrowings. These tools are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may affect interest rates charged on loans or paid on deposits, which may impact the business and operations of First Busey Corporation and Busey Bank.
Federal Securities Regulation
Busey’s common stock is registered with the SEC under the Securities Act and the Exchange Act. Consequently, Busey is subject to the information, proxy solicitation, insider trading, and other restrictions and requirements of the SEC under the Exchange Act.
Corporate Governance/Incentive Compensation
The Dodd-Frank Act addressed many investor protection, corporate governance, and executive compensation matters that affect most U.S. 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 it authorized 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 Dodd-Frank Act also directed the Federal Reserve, together with the other federal banking and financial services agencies, to promulgate rules prohibiting excessive incentive-based compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded. Although several agencies have made repeated efforts to implement rules under this provision of the Dodd-Frank Act—including a proposal issued most recently in May 2024, which was subsequently withdrawn—no final rule has been adopted at this time. Nevertheless, the federal banking agencies have issued interagency guidance on sound incentive compensation practices for banking organizations, reflecting the agencies’ recognition that incentive compensation practices in the financial industry were among the factors contributing to the global financial crisis. The interagency guidance recognizes three core principles for effective incentive compensation plans: (1) appropriately balancing risk and reward; (2) compatibility with effective controls and risk management; and (3) support by strong corporate governance, including active and effective oversight by the organization’s board of directors. Although much of the guidance is directed at larger, complex banking organizations that are expected to maintain systematic and formalized policies and procedures, smaller banking organizations, like Busey, are expected to implement less extensive and less formalized systems pursuant to this guidance.
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Supervision and Regulation of Busey Bank
General
Busey Bank is an Illinois-chartered bank. Its deposit accounts are insured by the FDIC’s Deposit Insurance Fund to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor, per ownership category. Ongoing policy discussions at the federal level have focused on potential changes to deposit insurance coverage, including possible adjustments to coverage limits, although no changes have been enacted.
As an Illinois-chartered FDIC-insured bank, Busey Bank is subject to the examination, supervision, reporting, and enforcement requirements of the DFPR, its chartering authority. In October 2024, Busey Bank became a member of the Federal Reserve System, and as a result, Busey Bank became subject to the examination, reporting, regulatory, and enforcement requirements of the Federal Reserve. In addition, the FDIC, as administrator of its Deposit Insurance Fund, has regulatory authority over Busey Bank.
Deposit Insurance Assessments
As an FDIC-insured institution, Busey Bank is required to pay deposit insurance premiums to the FDIC. The FDIC uses a risk-based assessment system under which FDIC-insured institutions pay insurance premiums based on their size and risk classification. A bank’s assessment is calculated by multiplying its assessment rate by its assessment base (average consolidated total assets minus its average tangible equity). For institutions like Busey Bank that are considered large banking organizations for this purpose, the assessment rate is based on examination ratings and certain financial measures used to estimate a bank’s ability to withstand stress, and measures of loss to the FDIC in the event of a bank’s failure. The total base assessment rates, effective as of January 1, 2023, currently range from 2.5 bps (for the lowest risk institutions) to 42 bps (for higher risk institutions) on an annualized basis.
At least semi-annually, the FDIC updates its loss and income projections for the Deposit Insurance Fund and, if needed, increases or decreases the assessment rates, following a notice and comment period on proposed rulemaking. For this purpose, the reserve ratio is the Deposit Insurance Fund 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. In its May 2025 report, the FDIC stated that the reserve ratio likely will reach the statutory minimum by the September 30, 2028, deadline and that no adjustments to the base assessment rates are currently projected.
In addition, because the cost of the failures of Silicon Valley Bank and Signature Bank attributable to the systemic risk exception to the Deposit Insurance Fund was approximately $16.7 billion, the FDIC adopted a special assessment for banking organizations with assets of $5 billion or more. The FDIC has been collecting the special assessment over eight quarters, at a quarterly rate of 3.36 bps for the initial seven quarters of the collection period (ending on December 30, 2025) and at a quarterly rate of 2.97 bps for the eighth and final collection period. The quarterly special assessment rate is applied to the special assessment base equal to an FDIC-insured 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, as part of a banking organization with assets of $5 billion or more, is technically subject to the FDIC special assessment; however, it did not have to pay this assessment due to its uninsured deposits being below the $5 billion exclusion threshold.
Supervisory Assessments
All Illinois-chartered banks are required to pay supervisory assessments to the DFPR to fund the operations of that agency. The amount of the assessment is calculated on the basis of each bank’s total assets. During the year ended December 31, 2025, Busey Bank paid supervisory assessments to the DFPR totaling approximately $1.0 million.
Capital Requirements
Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “ Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital ” above.
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Liquidity Requirements
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 2023 was unprecedented and contributed to acute liquidity and funding strain on the financial industry, underscoring the importance of liquidity risk management and contingency funding planning by FDIC-insured institutions, like Busey Bank, as highlighted in a 2023 addendum to interagency guidance on funding and liquidity risk management.
Primary roles of liquidity risk management are 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. The Basel III Rule 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 to rely on stable funding like core deposits (in lieu of brokered deposits).
Although these tests do 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 First Busey Corporation is dividends from Busey Bank. Under Illinois banking law, Illinois-chartered banks generally may pay dividends only out of net profits. The DFPR may restrict the declaration or payment of a dividend by an Illinois-chartered bank. The Federal Reserve Act also imposes limitations on the amount of dividends paid by state member banks, such as Busey Bank. Without Federal Reserve approval, a state member bank may not pay dividends in any calendar year that, in the aggregate, exceed that bank’s calendar year-to-date net income plus the bank’s retained income for the two preceding calendar years.
The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. Notwithstanding the availability of funds for dividends, the Federal Reserve, the FDIC, and the DFPR may prohibit the payment of dividends by Busey Bank, if any of these banking agencies determines that such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, FDIC-insured institutions that want to pay unrestricted dividends must maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer.
State Bank Investments, Activities, and Acquisitions
Busey Bank is permitted to make investments and engage in activities directly or through subsidiaries as authorized by Illinois law. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries from engaging as principal in any activity that is not permitted for a national bank unless the bank meets, and continues to meet, its minimum regulatory capital requirements, and the FDIC determines that the activity would not pose a significant risk to the Deposit Insurance Fund. These restrictions have not had, and are not currently expected to have, a material impact on the operations of Busey Bank.
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Busey Bank may be required to obtain approval from the DFPR and the Federal Reserve (or in some cases, the FDIC) before engaging in certain acquisitions or mergers under applicable state and federal law. With respect to interstate mergers and acquisitions, for instance, federal law permits state banks to merge with banks in other states subject to: (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. Although prior administrations indicated an intention to increase scrutiny of bank-related mergers and acquisitions, in 2025, the FDIC (as well as the OCC) rescinded certain prior administrative actions on this topic, with the stated goal of streamlining and expediting the regulatory review of certain merger and acquisition applications. Although the Federal Reserve, Busey Bank’s primary federal regulator, has not issued updated policy statements or rules regarding its review process under the Bank Merger Act in recent years, leading Federal Reserve officials have expressed a desire for increased consistency, transparency, and efficiency, where appropriate, in the review of merger and acquisition applications.
Branching Authority
Illinois banks, such as Busey Bank, have the authority under Illinois law to establish branches anywhere in the State of Illinois, subject to receipt of all required regulatory approvals. The Dodd-Frank Act permits well capitalized and well managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments.
Affiliate and Insider Transactions
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. Covered transactions subject to these 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 these requirements by expanding the definition of “covered transactions” and extending the period for which collateral requirements for such transactions must be maintained.
Certain limitations and reporting requirements also apply to extensions of credit by Busey Bank to its directors and officers, to directors and officers of First Busey Corporation and its subsidiaries, to principal stockholders of First Busey Corporation, and to “related interests” of such directors, officers, and principal stockholders. In addition, federal law and regulations may govern the terms upon which any person who is a director or officer of First Busey Corporation or Busey Bank, or a principal stockholder of First Busey Corporation, may obtain credit from banks with which Busey Bank maintains a correspondent relationship.
Safety and Soundness Standards/Risk Management
The federal banking agencies have adopted operational and managerial standards to promote the safety and soundness of FDIC-insured institutions. The standards apply to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality, and earnings.
These safety and soundness standards generally prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. Although regulatory standards do not have the force of law, if an FDIC-insured institution operates in an unsafe and unsound manner, its primary federal regulator may require the submission of a plan to achieve and maintain compliance. Failure to submit an acceptable compliance plan, or to implement an approved plan in any material respect may result in a formal agency order directing the institution to cure the deficiency. Until such deficiency is resolved, the agency may restrict the institution’s rate of growth, require additional capital, limit deposit rates, or take other corrective action as deemed appropriate. Noncompliance with safety and soundness principles also may constitute grounds for other enforcement action by the federal banking agencies, including cease and desist orders and civil money penalty assessments.
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The federal banking agencies have emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of FDIC-insured institutions. In 2025, however, the agencies signaled a shift toward focusing on the identification and management of material financial risks, rather than primarily on adherence to prescriptive operational processes. Although effective risk management, internal controls, and board and management oversight remain important, supervisory attention may increasingly center on whether specific practices pose material harm to the institution’s financial condition or create a risk of loss to the Deposit Insurance Fund. Despite this potential shift in focus, the banking agencies continue to evaluate a broad spectrum of risks, including, but not limited to, credit, market, liquidity, operational, and legal risk—emphasizing their potential impact on safety and soundness. Notably, the federal banking agencies have indicated that they intend to remove reputation risk from consideration, citing concerns about its use in restricting banking services to certain industries or groups. The key risk themes identified by Busey for 2025 are discussed under “ Item 1A. Risk Factors ” below.
Busey Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and comprehensive internal controls. The federal banking agencies also have released specific risk management guidance on certain topics, including third-party relationships, in response to the proliferation of relationships between banking organizations and financial technology companies (although the guidance applies more broadly).
Privacy and Cybersecurity
Busey Bank is subject to numerous U.S. federal and state laws and regulations aimed at protecting non-public, personal and other confidential information of its customers. These laws require Busey Bank to periodically disclose its privacy policies and practices regarding the sharing of non-public customer information and, in certain circumstances, permit consumers to opt out of the sharing of information with unaffiliated third parties. They also limit Busey Bank’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. In addition, Busey Bank is required to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information. These security and privacy policies and procedures, for the protection of personal and confidential information, are in effect across all businesses and geographic locations.
Busey Bank and First Busey Corporation also are subject to a number of federal and state laws and regulations requiring notifications and disclosures regarding certain cybersecurity incidents. In addition, Busey Bank must consider and address cybersecurity considerations and risks as part of its risk management processes, including implementing and maintaining appropriate safeguards, monitoring and testing systems, and overseeing the cybersecurity practices of its service providers. Regulatory guidance emphasizes that cybersecurity should be integrated into overall enterprise risk management and business continuity planning.
Federal Home Loan Bank System
Busey Bank is a member of the FHLB, which serves as a central credit facility for its members. The FHLB is funded primarily from proceeds from the sale of obligations of the FHLB system. It makes loans to member banks in the form of FHLB advances. All advances from the FHLB are required to be fully collateralized as determined by the FHLB.
Community Reinvestment Act Requirements
The CRA imposes on Busey Bank a continuing and affirmative obligation, consistent with safe and sound operations, to help meet the credit needs of the entire community, including low- and moderate-income neighborhoods. Federal banking agencies regularly assess Busey Bank’s record of meeting these credit needs through periodic CRA examinations. Busey Bank’s CRA ratings derived from these examinations can have significant impacts on the activities in which Busey Bank and First Busey Corporation may engage. For example, a low CRA rating may impact the review of applications for acquisitions by Busey Bank, or Busey’s financial holding company status.
In 2023, the federal banking agencies issued a final rule intended to strengthen and modernize the CRA regulations (the "CRA Rule"). The CRA Rule was subsequently challenged in court, which affected its implementation. In 2025, the federal banking agencies issued a proposed rule to rescind the CRA Rule and reinstate the prior CRA regulatory framework adopted in 1995.
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In 2022, Busey Bank, as an Illinois chartered bank, became subject to state-level CRA standards, following passage of the Illinois Community Reinvestment Act. As a result, in addition to federal CRA examinations, the DFPR also assesses Busey Bank’s record of meeting the credit needs of its communities. Similar to the potential impact under the federal CRA regime, Busey Bank’s Illinois Community Reinvestment Act performance may affect applications for additional acquisitions or activities.
Anti-Money Laundering/Countering the Financing of Terrorism/Sanctions
The Bank Secrecy Act is a U.S. federal statutory framework, as amended and supplemented by additional laws and implemented through regulations, which is designed to combat money laundering, the financing of terrorism, and other illicit financial activity. The Bank Secrecy Act and related anti-money laundering/countering the financing of terrorism (“AML/CFT”) laws and regulations are intended to prevent terrorists and criminals from accessing the U.S. financial system and have significant implications for FDIC-insured institutions and other businesses involved in the transmissions of funds. Together, this regulatory framework provides a foundation to promote financial transparency and deter and detect efforts to misuse the U.S. financial system to launder criminal proceeds, finance terrorist acts, or facilitate other illicit conduct. The Bank Secrecy Act and related regulations require financial institutions to establish and maintain policies and procedures for addressing: (1) customer identification and customer due diligence; (2) the prevention and detection of money laundering and terrorist financing; (3) the identification and reporting of suspicious activities and certain currency transactions; (4) compliance with laws relating to currency crimes; and (5) cooperation with law enforcement authorities. Busey Bank also must comply with stringent economic and trade sanctions regimes administered and enforced by the Office of Foreign Assets Control.
Although core AML/CFT statutory requirements and regulatory expectations remain unchanged, federal banking agencies and the Financial Crimes Enforcement Network appear to be pursuing efforts to modernize and streamline AML/CFT compliance through a more risk-based approach. These efforts include revised examination expectations, increased focus on program effectiveness, and initiatives intended to reduce unnecessary compliance burden where institutions can demonstrate strong risk governance and effective controls.
Concentrations in Commercial Real Estate
Concentration risk exists when FDIC-insured institutions allocate a disproportionate amount of assets to a single industry or economic segment. Concentration in CRE lending is one area of regulatory focus that has, in recent years, been subject to additional scrutiny by federal banking agencies as well as the SEC for publicly-traded banking organizations. 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. These indicators include: (1) total 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 establish binding limits on CRE lending activities, but rather is intended to inform supervisory assessments of whether an institution’s risk profile, earnings capacity, and capital levels are commensurate with its CRE exposure.
In recent years, the federal banking agencies have issued statements to reinforce prudent risk-management practices related to CRE lending, in response to observed growth in many CRE markets, increased competitive pressures, rising CRE concentrations, and an easing of CRE underwriting standards. In other statements, the federal banking agencies have reminded FDIC-insured institutions to maintain underwriting discipline and to identify, measure, monitor, and manage the risks arising from CRE lending, including by holding capital commensurate with those risks. As of December 31, 2025, Busey Bank did not exceed these guidelines.
Consumer Financial Services
The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including Busey Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. Busey Bank is under CFPB oversight for consumer banking transactions.
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In response to mortgage-related abuses that contributed to the global financial crisis, the Dodd-Frank Act and CFPB rulemaking significantly expanded underwriting, disclosure, and anti-predatory lending requirements for residential mortgage loans, including by imposing ability-to-repay standards and establishing a presumption of compliance for certain “qualified mortgages.” The CFPB has continued to refine these requirements through additional rulemaking addressing qualified mortgages ability-to-repay standards.
Over the last several years, the CFPB has taken an aggressive approach to the regulation and supervision, where applicable, of providers of consumer financial products and services. However, more recently, changes in leadership and policy direction at the CFPB have led to: (1) shifts in regulatory priorities, including the rescission or reconsideration of certain CFPB guidance and rules; (2) a reduction in CFPB enforcement activity; and (3) constraints on the CFPB’s budget and resources, although the CFPB continues to retain statutory authority to administer, supervise, and enforce federal consumer financial protection laws. In addition, state banking and other financial services regulatory agencies retain authority to administer and enforce state consumer financial protection laws, which may apply to Busey Bank, and could increase supervisory or enforcement activity in response to changes in federal regulatory priorities.
Consumer protection rules have an impact on Busey Bank’s operations, including by increasing compliance costs and potentially negatively affecting earnings. Busey Bank also must comply with certain state consumer protection laws and requirements in the states in which it operates.
SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION
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 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 items and provide additional perspective on Busey’s performance over time.
Non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for the results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated federal income tax rates or effective tax rates as noted with the tables below.
The following tables present reconciliations between these non-GAAP measures and what management believes to be the most directly comparable GAAP financial measures.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Pre-Provision Net Revenue and Related Measures
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net interest income (GAAP)
$ 569,609 $ 322,611 $ 320,621
Total noninterest income (GAAP)
149,975 139,682 121,214
Net security (gains) losses (GAAP)
10,726 6,102 2,199
Total noninterest expense (GAAP) 1
(480,201) (301,494) (285,071)
Pre-provision net revenue (Non-GAAP)
[a] 250,109 166,901 158,963
Acquisition and restructuring (income) expenses, excluding initial provision expenses
54,693 8,140 4,328
Amortization of New Markets Tax Credits
— — 8,999
Realized net (gains) losses on the sale of mortgage service rights
— (7,724) —
Adjusted pre-provision net revenue (Non-GAAP)
[b] $ 304,802 $ 167,317 $ 172,290
Average total assets
[c] $ 17,729,887 $ 12,051,871 $ 12,246,218
Pre-provision net revenue to average total assets (Non-GAAP)
[a÷c] 1.41 % 1.38 % 1.30 %
Adjusted pre-provision net revenue to average total assets (Non-GAAP)
[b÷c] 1.72 % 1.39 % 1.41 %
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1. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Adjusted Net Income, Average Tangible Common Equity, and Related Ratios
Years Ended December 31,
(dollars in thousands, except per share amounts) 2025 2024 2023
Net income (GAAP)
[a] $ 135,262 $ 113,691 $ 122,565
Day 2 provision for credit losses 1
45,572 — —
Adjustment of initial provision for unfunded commitments due to adoption of new model 2
4,030 — —
Other acquisition (income) expenses
54,736 6,901 357
Restructuring expenses
(43) 1,239 3,971
Realized net (gains) losses on the sale of mortgage servicing rights
— (7,724) —
Net securities (gains) losses
10,726 6,102 2,199
Related tax (benefit) expense 3
(30,228) (1,622) (1,329)
Non-recurring deferred tax adjustment 4
4,919 1,446 —
Adjusted net income (Non-GAAP) 5
[b] 224,974 120,033 127,763
Preferred dividends
[c] 9,876 — —
Adjusted net income available to common stockholders (Non-GAAP)
[d] $ 215,098 $ 120,033 $ 127,763
Weighted average number of common shares outstanding, diluted (GAAP)
[e] 85,133,626 57,543,001 56,256,148
Diluted earnings per common share (GAAP)
[(a-c)÷e] $ 1.47 $ 1.98 $ 2.18
Adjusted diluted earnings per common share (Non-GAAP)
[d÷e] $ 2.53 $ 2.09 $ 2.27
Average total assets
[f] $ 17,729,887 $ 12,051,871 $ 12,246,218
Return on average assets (Non-GAAP)
[a÷f] 0.76 % 0.94 % 1.00 %
Adjusted return on average assets (Non-GAAP) 5
[b÷f] 1.27 % 1.00 % 1.04 %
Average common equity
$ 2,145,484 $ 1,342,424 $ 1,197,511
Average goodwill and other intangible assets, net
(469,187) (366,601) (359,347)
Average tangible common equity (Non-GAAP)
[g] $ 1,676,297 $ 975,823 $ 838,164
Return on average tangible common equity (Non-GAAP)
[(a-c)÷g] 7.48 % 11.65 % 14.62 %
Adjusted return on average tangible common equity (Non-GAAP)
[d÷g] 12.83 % 12.30 % 15.24 %
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1. The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Consolidated Statement s of Income .
2. In the second quarter of 2025, Busey recorded an adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new Current Expected Credit Losses model.
3. Tax benefits were calculated by using tax rates of 26.3%, 24.9%, and 20.4% for the years ended December 31, 2025, 2024, and 2023, respectively.
4. A deferred valuation tax adjustment in 2025 was recorded in connection with the CrossFirst acquisition. Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible compensation and acquisition-related expenses. A deferred tax valuation adjustment in 2024 resulted from a change to Busey’s Illinois apportionment rate due to recently enacted regulations. Deferred tax adjustments are reflected within the income taxes line on the Consolidated Statements of Income .
5. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and one-time deferred tax valuation adjustments.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net interest income (GAAP)
$ 569,609 $ 322,611 $ 320,621
Tax-equivalent adjustment 1
2,976 1,693 2,173
Tax-equivalent net interest income (Non-GAAP)
[a] 572,585 324,304 322,794
Purchase accounting accretion related to business combinations
(20,901) (3,166) (1,477)
Adjusted net interest income (Non-GAAP)
[b] $ 551,684 $ 321,138 $ 321,317
Average interest-earning assets (Non-GAAP)
[c] $ 16,331,740 $ 10,999,424 $ 11,181,010
Net interest margin (Non-GAAP)
[a÷c] 3.51 % 2.95 % 2.89 %
Adjusted net interest margin (Non-GAAP)
[b÷c] 3.38 % 2.92 % 2.87 %
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1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, and Efficiency Ratios
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net interest income (GAAP)
[a] $ 569,609 $ 322,611 $ 320,621
Tax-equivalent adjustment 1
2,976 1,693 2,173
Tax-equivalent net interest income (Non-GAAP)
[b] 572,585 324,304 322,794
Total noninterest income (GAAP)
149,975 139,682 121,214
Net security (gains) losses
10,726 6,102 2,199
Noninterest income excluding net securities gains and losses (Non-GAAP)
[c] 160,701 145,784 123,413
Acquisition and restructuring (gain) loss
44 — —
Realized net (gains) losses on the sale of mortgage service rights
— (7,724) —
Adjusted noninterest income (Non-GAAP)
[d] $ 160,745 $ 138,060 $ 123,413
Tax-equivalent revenue (Non-GAAP)
[e = b+c] $ 733,286 $ 470,088 $ 446,207
Adjusted tax-equivalent revenue (Non-GAAP)
[f = b+d] 733,330 462,364 446,207
Operating revenue (Non-GAAP)
[g = a+d] 730,354 460,671 444,034
Adjusted noninterest income to operating revenue (Non-GAAP)
[d÷g] 22.01 % 29.97 % 27.79 %
Total noninterest expense (GAAP) 2
$ 480,201 $ 301,494 $ 285,071
Amortization of intangible assets
(16,614) (10,057) (10,432)
Noninterest expense excluding amortization of intangible assets (Non-GAAP) 2
[h] 463,587 291,437 274,639
Acquisition and restructuring (income) expenses, excluding initial provision expenses
(54,649) (8,140) (4,328)
Amortization of New Markets Tax Credits
— — (8,999)
Adjusted noninterest expense (Non-GAAP) 2
[i] $ 408,938 $ 283,297 $ 261,312
Efficiency ratio (Non-GAAP) 2
[h÷e] 63.22 % 62.00 % 61.55 %
Adjusted efficiency ratio (Non-GAAP) 2
[i÷f] 55.76 % 61.27 % 58.56 %
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1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
2. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense. This change affects all measures and ratios derived from total noninterest expense.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)
Tangible Assets, Tangible Common Equity, and Related Measures and Ratio
As of December 31,
(dollars in thousands, except per share amounts) 2025 2024
Total assets (GAAP)
$ 18,104,736 $ 12,046,722
Goodwill and other intangible assets, net
(480,729) (365,975)
Tangible assets (Non-GAAP) 1
[a] $ 17,624,007 $ 11,680,747
Total stockholders' equity (GAAP)
$ 2,468,982 $ 1,383,269
Preferred stock and additional paid in capital on preferred stock
(215,197) —
Common equity
[b] 2,253,785 1,383,269
Goodwill and other intangible assets, net
(480,729) (365,975)
Tangible common equity (Non-GAAP) 1
[c] $ 1,773,056 $ 1,017,294
Tangible common equity to tangible assets (Non-GAAP) 1
[c÷a] 10.06 % 8.71 %
Ending number of common shares outstanding (GAAP)
[d] 87,624,430 56,895,981
Book value per common share (Non-GAAP)
[b÷d] $ 25.72 $ 24.31
Tangible book value per common share (Non-GAAP)
[c÷d] $ 20.23 $ 17.88
___________________________________________
1. Beginning in 2025, Busey revised its calculation of tangible assets and tangible common equity for all periods presented to exclude any tax adjustment.
Core Deposits and Related Ratio
As of December 31,
(dollars in thousands) 2025 2024
Total deposits (GAAP)
[a] $ 14,905,958 $ 9,982,490
Brokered deposits, excluding brokered time deposits of $250,000 or more
(70,140) (13,090)
Time deposits of $250,000 or more
(876,207) (334,503)
Core deposits (Non-GAAP)
[b] $ 13,959,611 $ 9,634,897
Core deposits to total deposits (Non-GAAP)
[b÷a] 93.65 % 96.52 %
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Item 1. Business Contents
FORWARD-LOOKING STATEMENTS
Statements contained in or incorporated by reference into this Annual Report that are not historical facts may constitute forward-looking statements within the meaning of Section 27A Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain assumptions and estimates and describe Busey’s future plans, strategies, and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim” and similar expressions. These forward-looking statements include statements relating to Busey’s projected growth, anticipated future financial performance, financial condition, credit quality, and management’s long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, business and growth strategies, and any other statements that are not historical facts.
These forward-looking statements are subject to significant risks, assumptions, and uncertainties, and could be affected by many factors. Factors that could have a material adverse effect on Busey’s financial condition, results of operations, and future prospects can be found under “ Item 1A. Risk Factors ” in this Annual Report and elsewhere in Busey’s periodic and Current Reports filed with the SEC. These factors include, but are not limited to, the following:
1. the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures, the threat or implementation of tariffs, trade wars, and changes to immigration policy);
2. changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey's general business);
3. the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, military conflicts, acts of war or threats thereof, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine, the conflicts in the Middle East, and recent military activity in Venezuela);
4. unexpected results of acquisitions, including the acquisition of CrossFirst, which may include the failure to realize the anticipated benefits of the acquisitions and the possibility that the transaction and integration costs may be greater than anticipated;
5. the imposition of tariffs or other governmental policies impacting the value of products produced by Busey's commercial borrowers;
6. new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the FASB, the SEC, or the PCAOB;
7. changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates);
8. increased competition in the financial services sector (including from non-bank competitors such as credit unions, private credit, and fintech companies) and the inability to attract new customers;
9. technological changes implemented by us and other parties, including our third-party vendors, which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence;
10. the loss of key executives or associates, talent shortages, and employee turnover;
11. unexpected outcomes and costs of existing or new litigation, investigations, or other legal proceedings, inquiries, and regulatory actions involving Busey (including with respect to Busey’s Illinois franchise taxes);
12. fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates;
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Item 1. Business Contents
13. credit risk and risk from concentrations (by type of borrower, geographic area, collateral, and industry), within Busey's loan portfolio and large loans to certain borrowers (including CRE loans);
14. the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure;
15. the level of non-performing assets on Busey’s balance sheets;
16. interruptions involving information technology and communications systems or third-party servicers;
17. breaches or failures of information security controls or cybersecurity-related incidents;
18. the economic impact on Busey and its customers of climate change, natural disasters, and exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts;
19. the ability to successfully manage liquidity risk, which may increase dependence on non-core funding sources such as brokered deposits, and may negatively impact Busey's cost of funds;
20. the ability to maintain an adequate level of allowance for credit losses on loans;
21. the effectiveness of Busey’s risk management framework;
22. the ability of Busey to manage the risks associated with the foregoing; and
23. other factors and risks described under “ Item 1A. Risk Factors ” herein.
Because of those risks and other uncertainties, Busey’s actual future results, performance, achievement, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, Busey’s past results of operations are not necessarily indicative of its future results.
You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Busey does not undertake an obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law. Busey qualifies all of its forward-looking statements by these cautionary statements.
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ITEM 1A. RISK FACTORS
This section highlights the risks management believes could adversely affect Busey’s financial performance. Additional risks that could affect Busey adversely and cannot be predicted may arise at any time. Further, risks that are immaterial at this time may have an adverse impact on Busey’s future financial condition.
Contents of Item 1A. Risk Factors
ECONOMIC AND MARKET RISKS
36
REGULATORY AND LEGAL RISKS
37
CREDIT AND LENDING RISKS
38
CAPITAL AND LIQUIDITY RISKS
40
COMPETITIVE AND STRATEGIC RISKS
41
ACCOUNTING AND TAX RISKS
45
OPERATIONAL RISKS
46
ECONOMIC AND MARKET RISKS
Economic and financial market conditions, including conditions in the states in which it operates, may adversely affect Busey’s business.
Busey’s general financial performance is highly dependent upon the business environment in the markets where it operates and, in particular, the ability of borrowers to pay interest on, and repay principal of, outstanding loans, and the value of collateral securing those loans, as well as demand for loans and other products and services it offers. A favorable business environment is characterized by, among other factors, economic growth, efficient capital markets, low and stable inflation, full employment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability, or increases in the cost, of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors. Current conditions reflect elevated interest rates and persistent inflation above the Federal Reserve’s 2% target, which continue to pressure borrowing costs and consumer confidence. Fiscal imbalances, including a large federal deficit and rising debt-service obligations, add longer-term uncertainty. Geopolitical conflicts across the globe, including conflicts in the Middle East, the Russian invasion of Ukraine, and the recent military activity in Venezuela, sustain volatility in energy and trade markets, while domestic labor markets remain tight in key sectors despite slowing job growth. Supply chain disruptions, though improved, persist due to structural and geopolitical factors. Policy uncertainty—including tariffs, immigration enforcement, and regulatory changes—further complicates planning. These factors may adversely affect Busey’s business, financial condition, results of operations, and growth prospects.
Shifts in consumer and business behavior during economic uncertainty may impact Busey’s business.
Uncertainty regarding economic conditions may result in changes in consumer and business spending, borrowing, and savings habits. Downturns in the markets where Busey’s banking operations occur could result in a decrease in demand for Busey’s products and services, an increase in loan delinquencies and defaults, high or increased levels of problem assets and foreclosures, and reduced wealth management fees resulting from lower asset values. Such conditions could adversely affect Busey’s asset quality, financial condition, and results of operations.
Regional economic vulnerabilities may heighten risks.
Busey conducts banking operations across ten states, including Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico, with a focus in the major metropolitan areas in these states, which can be more susceptible to economic cycles, real estate market volatility, and localized downturns. Urban markets often experience sharper volatility in employment, housing demand, and commercial development, which can affect credit quality and loan demand. These regional and metropolitan exposures could adversely impact Busey’s financial condition and results of operations.
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Contents of Item 1A. Risk Factors
Changes in interest rates and yield‑curve dynamics may compress net interest margin, affect asset valuations, and create liquidity pressures.
Busey’s financial performance depends heavily on the level, direction, and volatility of interest rates. Movements in short‑term or long‑term rates—and changes in the shape of the yield curve—may materially affect net interest income and the value of interest‑earning assets and funding sources. Rising rates can increase funding costs faster than earning‑asset yields reprice, compressing net interest margin, reducing fair values of fixed‑rate assets, and slowing loan demand. Conversely, declining rates may reduce yields on loans and securities more quickly than deposit costs decline, accelerate prepayments on fixed‑rate loans and securities, and require reinvestment at lower rates. In addition, inverted or flattened yield curves may limit opportunities to profitably deploy funds and can discourage borrowers from seeking longer‑term credit. Busey’s interest‑rate risk management strategies may not fully mitigate these impacts. Sustained interest‑rate volatility, rapid shifts in the yield curve, or an inability to effectively manage interest‑rate sensitivity could materially and adversely affect Busey’s net interest income, liquidity position, financial condition, and results of operations.
REGULATORY AND LEGAL RISKS
Changes in government policies and regulatory frameworks could adversely affect operations and profitability.
The banking regulatory environment is a complex mix of increased deferment to local regulatory authorities relative to international rulemaking, adapting to digital innovation (e.g., AI, digital assets, etc.), and potential easing of federal regulatory oversight. Key risks in 2026 include implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act, managing fintech/crypto risks, and evolving technological, geopolitical, and economic pressures, all requiring an agile regulatory management system.
More specifically, Busey Bank's focus on commercial banking and wealth management increases risk for customers to seek out opportunities in digital assets and real time payments, requiring enhanced risk oversight and compliance practices to ensure rapid adoption when appropriate.
In addition, the geopolitical risk from global conflicts increases the operational burden of complying with dynamic sanctions placed and eased on various foreign countries, foreign nationals, and foreign companies despite limited exposure to foreign customers and transactions. These evolving regulatory, technological, and geopolitical dynamics could increase compliance costs, operational complexity, and strategic risk for the Company, which in turn could adversely affect Busey’s financial condition and results of operations.
Evolving privacy, data protection, and information security laws and regulations present operational and legal challenges.
In the normal course of business, Busey collects, processes, and retains sensitive and confidential information regarding its customers, and Busey’s collection and handling of such information is subject to regulatory scrutiny. There has been a heightened legislative and regulatory focus on privacy, data protection, and information security. New or revised laws and regulations, including with respect to the use of artificial intelligence by financial institutions and service providers, may significantly impact Busey’s current and planned privacy, data protection, and information security-related practices; the collection, use, retention, and safeguarding of customer and employee information; and current or planned business activities. Compliance with current or future privacy, data protection, and information security laws could result in higher compliance and technology costs and could restrict Busey’s ability to provide certain products and services, which could materially and adversely affect Busey’s business, financial condition, and results of operations.
Laws impacting cannabis-related businesses may have an impact on Busey’s operations and risk profile.
Executive Order 14370, "Increasing Medical Marijuana and Cannabidiol Research," directs federal agencies to work towards rescheduling marijuana from Schedule I to Schedule III under the Controlled Substances Act. This includes instructing the Attorney General to expedite the rulemaking process, following a Department of Justice proposed rule based on a Health and Human Services recommendation that marijuana has an accepted medical use. The executive order itself does not change cannabis's legal status under the Controlled Substances Act; it only directs the Attorney General to expedite the formal rulemaking process. The outlook is encouraging more commercial investment into cannabis related businesses with anticipation of rescheduling of cannabis.
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Contents of Item 1A. Risk Factors
It is Busey Bank’s current practice to avoid knowingly providing banking products or services to entities or individuals that: (1) directly or indirectly manufacture, distribute, or dispense marijuana or hemp products, or those with a significant financial interest in such entities; or (2) derive a material amount of revenue from providing products or services to, or other involvement with, such entities. Busey Bank uses reasonable measures, including appropriate new account screening and customer due diligence measures, to ensure that existing and potential customers that operate in the states in which the Bank operates do not engage in any such activities. Nonetheless, shifts in state laws legalizing cannabis use and decriminalizing possession have increased the number of direct and indirect cannabis-related businesses in the states in which Busey operates, and therefore increases the likelihood that Busey Bank could interact with such businesses, as well as their owners and employees. Such interactions could create additional legal, regulatory, strategic, and reputational risk to Busey Bank and First Busey Corporation. Any such legal, regulatory, or reputational exposure could adversely affect Busey’s financial condition and results of operations.
Busey is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.
Busey may be subject to lawsuits, governmental inquiries, or self-regulatory reviews. These proceedings could result in penalties, adverse judgments, or operational restrictions. While accruals are established for legal contingencies when losses are probable and estimable, outcomes may exceed these amounts, and accordingly, Busey’s ultimate losses may be higher, possibly significantly so, than the amounts accrued for legal loss contingencies, which may materially and adversely affect Busey’s financial condition and results of operations.
See “ Note 18. Outstanding Commitments and Contingent Liabilities ” in the Notes to the Consolidated Financial Statements for information regarding an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State.
CREDIT AND LENDING RISKS
Heightened credit risk associated with lending activities may result in insufficient credit loss provisions, which could have material adverse effects on Busey’s results of operations and financial condition.
Busey’s lending activities involve inherent risks, including borrower nonpayment, fluctuations in collateral value, and the effects of economic and market conditions. These risks have been amplified by certain economic factors, such as elevated interest rates above the Federal Reserve’s 2% target, inflationary pressures, tariffs, geopolitics, and increased economic uncertainty. Busey employs rigorous underwriting standards, monitors portfolio performance, including industry and geographic loan concentrations, and conducts both internal and external independent loan reviews to mitigate these risks. Additionally, Busey leverages stress testing at both the borrower and portfolio levels to proactively identify potential vulnerabilities. Despite these efforts, credit risks cannot be eliminated, and increased borrower stress could lead to increased delinquencies, non-performing loans, higher ACL provisions, and charge-offs.
Busey establishes the ACL based on detailed analyses of the loan portfolio and broader market conditions, incorporating forward-looking forecasts and management judgments. While management considers the ACL adequate to absorb probable losses, unforeseen economic disruptions or borrower-specific events could necessitate additional provisions and adversely affect Busey’s financial condition and results of operations.
Elevated levels of non-performing assets could reduce Busey’s profitability and strain operational resources.
Non-performing assets negatively impact Busey’s financial condition through lost interest income, increased loan administration costs, and adverse effects on efficiency ratios. The resolution of these assets demands significant management attention and regulatory compliance, which can divert resources from other priorities. Non-performing loans and OREO properties elevate Busey’s risk profile and require ongoing vigilance to minimize financial and operational disruptions, which may adversely affect Busey’s financial condition and results of operations.
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Contents of Item 1A. Risk Factors
Loan concentrations in volatile markets could increase Busey’s exposure to adverse economic conditions and heighten credit risk.
Busey may face elevated credit risks, or experience increased credit losses, when its loan portfolio is concentrated by loan type, industry segment, borrower characteristics, or the geographic location of borrowers or collateral. CRE is a significant component of Busey’s loan portfolio and is inherently sensitive to broader economic and market fluctuations. Busey’s CRE portfolio primarily consists of (1) owner occupied CRE and (2) non-owner occupied CRE, each with distinct risk profiles:
• Owner occupied CRE: Repayment of owner occupied CRE loans depends on the financial performance and operational stability of the business occupying the property. Financial stress, cash flow constraints, or operational disruptions at the borrower level may impair repayment capacity. However, these loans may benefit from the borrower’s incentive to maintain the property to support its ongoing business operations.
• Non-owner occupied CRE: Non-owner occupied CRE loans rely on rental income generated by third party tenants. These loans are more vulnerable to changes in market demand, tenant turnover, rising vacancy rates, reduced rental income, and potential regulatory shifts affecting commercial leasing or property use. Economic downturns or weakened tenant performance can materially impact the borrower’s ability to meet repayment obligations.
If concentrations within the loan portfolio are not effectively monitored and managed, Busey could face heightened credit losses, increased earnings volatility, and reduced capital flexibility, which could materially and adversely affect its financial condition and results of operations.
Busey’s commercial lending activities expose it to repayment risks that may increase during periods of economic stress.
Busey primarily underwrites commercial loans based on the borrower’s projected cash flows, with collateral serving as secondary support. Credit enhancements—such as pledged collateral and personal guarantees—are often used to improve the likelihood of repayment. However, repayment capacity, particularly for loans secured by accounts receivable, may depend heavily on the borrower’s ability to collect payments from its own customers. During periods of economic stress or industry‑specific downturns, borrowers may experience weakened collections, which can elevate repayment risk.
Collateral securing commercial loans may depreciate over time, be difficult to accurately value, or fluctuate in response to changes in the borrower’s financial condition or business performance. Given the size of certain commercial loan exposures and the often less‑marketable nature of related collateral, even a limited number of credit losses within this portfolio could result in a disproportionately negative impact on the Company.
Failure to effectively manage these risks could lead to higher credit losses, reduced asset quality, and increased operational costs, any of which could materially and adversely affect Busey’s financial condition and results of operations.
Construction, land acquisition, and development loans involve heightened risks that could adversely affect Busey’s credit performance.
Construction, land acquisition, and development lending carries additional risk because loan proceeds are advanced based on the projected value of a property that will not be realized until the project is completed. In periods of declining real estate markets conditions, construction costs may exceed expected values, resulting in diminished collateral coverage. Due to uncertainties in estimating total construction costs, timelines, and the ultimate market value of the completed property—and given the potential impact of zoning, permitting, environmental requirements, and other governmental regulations—accurately assessing required funding levels and the resulting loan‑to‑value ratio can be difficult.
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Contents of Item 1A. Risk Factors
Repayment of these loans is often dependent on the successful completion and stabilization of the project, including the borrower’s ability to sell or lease the property, rather than solely on the borrower’s or guarantor’s financial capacity. If Busey’s appraisal of the completed project proves overstated, or if market values or rental rates decline, the collateral securing the loan may be insufficient at completion. In the event of default, foreclosure prior to or at completion may not result in full recovery of principal, interest, or associated foreclosure and holding costs, and Busey may be required to advance additional funds to complete the project or retain the property for an extended period.
Failure to effectively manage these risks could result in increased nonperforming assets, elevated expenses, and higher credit losses, which could materially and adversely affect Busey’s financial condition and results of operations.
Credit exposure to the energy industry may increase Busey’s vulnerability to sector-specific volatility.
Busey has limited credit exposure to energy-related loans across its western markets and throughout the United States. A downturn or prolonged stagnation in the energy sector could adversely affect borrowers engaged in energy production, services, and related activities, potentially resulting in higher delinquencies and increased charge‑offs. Pricing pressures on oil and natural gas may also contribute to elevated credit stress within the energy portfolio, higher loss expectations, greater utilization of unfunded commitments, and reduced demand for new energy-related credit.
Sustained uncertainty and price volatility in the energy sector may produce additional adverse effects that are difficult to quantify, and responses to climate change—whether through regulation, market shifts, or technological transition—may further weaken the financial condition of Busey’s energy‑sector clients, thereby increasing associated credit risk.
Failure to effectively manage these exposures could lead to increased nonperforming assets, greater operational costs, and higher credit losses, any of which could materially and adversely impact Busey’s financial condition and results of operations.
Credit quality deterioration in investment securities may result in significant realized losses, impacting Busey’s financial performance.
Busey’s investment portfolio includes securities issued by government-sponsored agencies and non-government entities. While these securities offer portfolio diversification, they are subject to risks such as credit downgrades, collateral underperformance, and issuer defaults. These factors could result in realized losses, negatively impacting Busey’s financial condition and results of operations.
CAPITAL AND LIQUIDITY RISKS
Failure to maintain sufficient capital to meet regulatory requirements could have material adverse effects on financial condition, liquidity, results of operations, and regulatory compliance.
Busey is required to satisfy regulatory capital standards and to maintain sufficient liquidity to support ongoing operations and strategic objectives. Its ability to raise additional capital when needed depends on conditions in the capital markets, broader economic trends, investor sentiment toward the banking industry, governmental actions, and other factors outside Busey’s control, as well as Busey’s own financial performance and condition. As a result, Busey cannot guarantee that it will be able to obtain additional capital on favorable terms, or at all, if circumstances require it.
Failure to maintain capital ratios at levels sufficient to be considered “well‑capitalized” for regulatory purposes could negatively affect customer confidence, constrain growth opportunities, increase funding costs, raise FDIC insurance premiums, restrict the ability to pay dividends, limit acquisition capacity, and otherwise adversely affect business operations. In addition, under FDIC regulations, if Busey no longer meets the standards to be deemed “well‑capitalized,” it may face restrictions on the interest rates it may pay on deposits and on its ability to accept, renew, or roll over deposits, particularly brokered deposits.
Failure to effectively manage capital and liquidity levels could result in higher funding costs, reduced operational flexibility, and diminished competitive positioning, any of which could materially and adversely affect Busey’s financial condition and results of operations.
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Contents of Item 1A. Risk Factors
Liquidity risks could affect operations and jeopardize Busey’s business, financial condition, and results of operations.
Maintaining sufficient liquidity is essential to Busey’s business model and ongoing operations. Busey relies on a variety of funding sources—including deposits, borrowings, sales or maturities of securities, loan sales, and operating cash flows—to support lending activity, meet obligations, and manage daily liquidity needs. Additional liquidity is available through repurchase agreements, brokered deposits, and borrowing capacity with the FHLB and the Federal Reserve Bank. An inability to access these funding sources in adequate amounts or on acceptable terms could materially impair liquidity.
Access to funding may be negatively affected by factors specific to Busey, as well as broader conditions in the banking industry or the economy, many of which are beyond Busey’s control. Increasing competition from large banks and fintech firms for retail deposits may further pressure Busey’s ability to attract and retain deposits, which could adversely affect liquidity.
A reduction in available funding or capital could constrain Busey’s ability to originate new loans, purchase investment securities, meet operating expenses, satisfy deposit withdrawal demands, or pay dividends to stockholders. Failure to effectively manage liquidity needs could materially and adversely affect Busey’s liquidity position, overall financial condition, and results of operations.
Busey may face challenges accessing contingent liquidity during times of market stress.
Busey’s ability to access contingent liquidity during periods of market stress depends on its operational readiness to utilize central‑bank and other secured funding facilities. Operational readiness includes maintaining current and complete legal documentation, ensuring proper internal controls and procedures, and pre-positioning eligible collateral with the Federal Reserve Banks or other liquidity providers. The Federal Reserve periodically updates collateral requirements, valuation methodologies, and margin schedules, which can affect the type and value of assets considered eligible for borrowing. Institutions that regularly pre‑pledge collateral and test operational access have been observed to access the Federal Reserve’s discount window more promptly during periods of financial stress, thereby reducing liquidity pressures and stabilizing funding profiles. Failure to maintain adequate preparedness—including insufficient collateral, incomplete documentation, or inadequate operational testing—could limit Busey’s ability to access these facilities when needed, increase the cost of contingent funding, and heighten the risk of liquidity shortfalls. Any such limitations could materially and adversely affect Busey’s liquidity position, financial condition, results of operations, and ability to meet its obligations as they come due.
COMPETITIVE AND STRATEGIC RISKS
If securities or industry analysts do not publish or cease publishing research reports about Busey, if they adversely change their recommendations regarding Busey’s stock, or if Busey’s operating results do not meet their expectations, the price of Busey’s stock could decline.
The trading market for Busey’s common stock is significantly influenced by research and reports from industry analysts. Limited or negative analyst coverage could reduce the stock’s demand, market price, and trading volume. Downgrades, unfavorable comparisons with competitors, or operating results that fall short of analyst’s expectations may further negatively affect stock performance. The cessation of analyst coverage could exacerbate these challenges, diminishing interest in Busey’s stock and affecting stock performance.
Busey faces significant competition from traditional financial institutions and emerging non‑bank competitors threatening market share.
Busey operates in highly competitive markets across its geographic footprint, competing with national and regional banks, community banks, credit unions, and a range of non‑bank financial services providers, including fintech companies offering digital‑first products and platforms. Advances in financial technology have enabled non‑banks and large technology firms to provide services historically offered by regulated financial institutions, such as payment processing, credit products, and deposit‑like alternatives.
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Innovations including digital wallets, peer‑to‑peer lending platforms, and blockchain‑enabled financial services continue to reshape customer expectations and may increase the risk of disintermediation. To remain competitive, Busey must continue to invest in technology, enhance digital capabilities, and respond to evolving customer preferences.
Failure to effectively manage competitive pressures could result in reduced loan and deposit balances, lower fee income, and diminished profitability, any of which could materially and adversely affect Busey’s financial condition and results of operations.
Rapid technological change, digital innovation, and emerging artificial intelligence capabilities present competitive, operational, and compliance risks.
The financial services industry is undergoing significant digital transformation, requiring continual investment to meet evolving customer expectations for convenience, personalization, security, and speed. Failure to effectively adopt, integrate, or govern new technologies—including generative AI—may impair Busey’s ability to attract and retain customers, compete with technologically advanced financial firms, or achieve anticipated efficiencies. The increasing use of artificial intelligence across the industry also introduces risks related to cybersecurity, data privacy, intellectual property, fraud prevention, model governance, and evolving regulatory requirements. Generative AI, in particular, enables more sophisticated impersonation, social‑engineering, and fraud schemes, increasing the need for robust controls, monitoring, and oversight.
Busey relies on third‑party technology providers for critical functions, and deficiencies in their performance, security practices, or Busey’s oversight could result in operational disruptions, service interruptions, or compliance failures. Inadequate management of these technology‑related risks—including risks arising from rapid adoption of artificial intelligence—could lead to operational inefficiencies, elevated costs, regulatory exposure, diminished competitiveness, or cybersecurity incidents, and could materially and adversely affect Busey’s financial condition and results of operations.
Acquisitions and strategic combinations are important to Busey’s growth strategy, but they involve significant regulatory, operational, financial, and strategic risks.
Acquisitions and strategic combinations offer opportunities to expand market presence, diversify revenue streams, and enhance operational scale. However, acquisitions inherently involve significant uncertainties and risks. Each transaction requires extensive evaluation of financial, operational, cultural, and regulatory factors, and Busey must successfully integrate acquired operations while maintaining service quality, customer relationships, and internal controls. The execution and integration challenges associated with acquisitions can affect multiple areas of the business. These risks may be heightened by differences in business models, product offerings, compliance programs, or organizational cultures between Busey and the acquired institution.
Regulatory Approvals and Conditions:
• Bank mergers and acquisitions require approvals from multiple regulators and may be delayed, conditioned, or denied.
• Approvals may impose restrictions on operations, capital, or business practices that reduce expected benefits.
• Timing uncertainty around regulatory processes can increase integration costs and execution risk.
Due Diligence Limitations and Legacy Liabilities:
• Pre‑closing diligence has inherent limits and may not identify all credit, operational, legal, tax, compliance, Bank Secrecy Act and Anti-Money Laundering regulations, fair lending, environmental, or cybersecurity issues.
• Post‑closing discovery of legacy risks, including litigation, contractual obligations, off‑balance‑sheet exposures, or regulatory remediation, can increase costs and reduce anticipated returns.
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Contents of Item 1A. Risk Factors
Integration, Technology, Data, and Cybersecurity:
• Integrating systems, data, processes, models, and vendors is complex and may create operational disruptions or control gaps.
• Data conversions and core or digital platform migrations present risks related to data integrity, customer experience, and business continuity.
• Integration periods can heighten vulnerability to cyber incidents, fraud, and third‑party risk, including from new or inherited vendors.
Customer, Cultural, and Talent Retention:
• Harmonizing organizational cultures and compensation structures is challenging and may affect morale and productivity.
• Loss of key personnel or relationship managers, or deterioration in customer experience, can lead to client attrition and reduced business volumes.
• Retention and severance arrangements may increase expenses and dilute near‑term results.
Credit Quality, Valuation, and Purchase Accounting:
• Acquired portfolios may perform below expectations due to borrower‑specific, collateral, or concentration risks, among others.
• Fair value marks, credit loss allowances, and other purchase accounting adjustments may be larger than expected and affect earnings.
• Subsequent adverse performance could require additional provisions, write‑downs, or other valuation adjustments.
Financing, Capital, and Dilution:
• Transactions may require new debt or equity financing, increasing leverage, reducing liquidity, or diluting existing stockholder positions.
• Use of capital for acquisitions may reduce flexibility for other strategic investments or stockholder returns.
• Financing terms, covenants, or market conditions may limit post‑closing operating discretion.
Contractual, Legal, and Reputational Risk:
• Change‑of‑control provisions in customer, vendor, or employment contracts may trigger renegotiations, terminations, or penalties.
• Disputes, litigation, or claims related to the transaction or legacy activities may arise.
• Missteps in execution can damage brand and stakeholder trust, affecting customer acquisition and retention.
Internal Controls, Compliance, and Governance:
• Integrating control environments, policies, and risk management frameworks—including compliance with the Sarbanes-Oxley Act of 2002 and model risk management—may expose gaps or require material remediation efforts.
• Misalignment in risk appetite or governance practices can impair decision‑making and oversight.
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Synergies, Timing, and Strategic Fit:
• Cost savings, revenue synergies, and strategic benefits may be smaller than projected, take longer to realize, or not materialize.
• Management distraction during the transaction and integration phases can adversely affect ongoing operations and strategic execution.
• Market availability and pricing of targets may limit opportunities or require terms that reduce expected returns.
Goodwill and Intangible Assets:
• Acquisitions typically result in goodwill and other intangibles, which are subject to periodic assessments and potential impairment.
• Any impairment charges could negatively affect reported earnings.
The risks above can lead to higher operating and integration costs, reduced revenue, credit losses, increased provisions, system and control remediation expenses, customer attrition, litigation, regulatory burdens, capital strain, and dilution. Individually or in the aggregate, these factors could disrupt operations, reduce profitability, and impair capital and liquidity, any of which could materially and adversely affect Busey’s financial condition and results of operations.
Introduction of new products and services carries financial and strategic risks.
Busey strives to serve customers with a competitive product set and relevant services. While introducing new lines of business or innovative products and services supports this goal, these efforts carry inherent risks. Competitive pressures, underdeveloped markets, or unforeseen challenges can lead to delayed timelines and missed profitability targets. Significant investments in technology and marketing may not yield the desired outcomes. These risks may materially adversely affect Busey’s financial condition and results of operations.
The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey.
The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey. While Busey does not currently offer digital asset products such as cryptocurrencies or stablecoins, increasing global adoption of digital assets and distributed‑ledger technologies continues to influence customer expectations and competitive dynamics. Recent U.S. legislative and regulatory initiatives—including the enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act in 2025, which establishes federal standards for payment stablecoin issuers, and ongoing Congressional efforts to finalize broader crypto‑market structure legislation such as the Digital Asset Market Clarity Act—signal a shift toward more comprehensive oversight of digital‑asset activities.
These regulatory developments may affect Busey even without offering digital‑asset products, including through increased expectations related to cybersecurity, anti‑money‑laundering controls, sanctions compliance, custody arrangements, data governance, and vendor‑risk management.
The competitive landscape is also evolving as traditional financial institutions, fintech companies, and technology firms leverage innovations such as stablecoin‑based payments, blockchain settlements, and digital‑wallet ecosystems. These developments may accelerate disintermediation risks or shift customer behavior toward alternative financial platforms that offer new capabilities, higher transaction speeds, or programmable payment features. To remain competitive, Busey must assess emerging technologies, invest in modern infrastructure, and maintain the flexibility to scale operational capabilities in response to changing market demand. Failure to do so could impede Busey’s ability to offer competitive products, attract and retain customers, or respond to strategic opportunities.
Inadequate oversight or adaptation to these developments could lead to increased operational complexity, reduced competitiveness, and financial impacts that materially and adversely affect Busey’s financial condition and results of operations.
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Contents of Item 1A. Risk Factors
ACCOUNTING AND TAX RISKS
Financial statements are created, in part, using estimates, assumptions, and management judgments, which, if incorrect, could result in material misstatement and adverse effect on Busey’s financial position.
Busey’s financial performance is impacted by accounting principles, policies, and guidelines. Some of these policies require the use of estimates and assumptions that may affect the value of assets or liabilities and financial results. Certain accounting policies are critical and require management to make subjective and complex judgments about matters that are inherently uncertain, and materially different amounts could be reported under different conditions or using different assumptions. If such estimates or assumptions underlying Busey’s Consolidated Financial Statements are incorrect, Busey may experience material losses.
One such assumption and estimate is the valuation analysis of Busey’s goodwill and other intangible assets. Although Busey’s analysis does not indicate impairments exist, Busey is required to perform additional impairment assessments on at least an annual basis, which could result in future impairment charges. Any future impairment of goodwill or other intangible assets, whether based on the current balances or future balances arising out of acquisitions, could have a material adverse effect on Busey’s financial condition or results of operations.
Changes in accounting principles or guidelines could adversely affect financial reporting.
Periodically, agencies such as the FASB or the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of Busey’s Financial Statements. These changes are beyond Busey’s control, can be difficult to predict, and could materially impact how Busey reports its financial condition and results of operations. Changes in these standards are continuously occurring, and the implementation of such changes could have a material adverse effect on Busey’s financial condition and results of operations.
Busey is subject to changes in tax law and may not realize tax benefits which could adversely affect its results of operations.
Changes in tax laws at federal or state levels could influence Busey’s short-term and long-term earnings. Tax law changes are both difficult to predict and beyond Busey’s control. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. In determining the provision for income taxes and filing tax returns, management makes judgments and estimates about the application of these inherently complex laws, related regulations, and case law. These interpretations are subject to challenge by taxing authorities upon audit and may result in adjustments to our tax return filings, resulting in similar adverse impacts to our financial position. Changes in tax laws could affect Busey’s earnings, its customers’ financial positions, or both.
Deferred tax assets are future tax benefits carried on the balance sheet that allow for tax savings by reducing taxable income in subsequent periods. They arise, in part, as a result of net loss carry-overs, and other book accounting to tax accounting timing differences, for items such as expected credit losses, stock-based compensation, and deferred compensation. Deferred tax assets are recorded for such items when it is anticipated that the tax benefits will be recognized in earnings in future periods. A valuation allowance is established against a deferred tax asset when it is more-likely-than-not that some or all of the future tax benefit will not be realized.
In evaluating the need for a valuation allowance, Busey estimates future taxable income based on management forecasts and tax planning strategies that may be available to the Company.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods prior to the expiration of the related net operating losses and may be limited by ownership change rules under Section 382 of the Internal Revenue Code.
If future events differ significantly from current forecasts, Busey may need to establish an additional valuation allowance against its deferred tax assets, which could have a material adverse effect on its financial condition and results of operations.
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Contents of Item 1A. Risk Factors
Investments in tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on Busey’s financial results.
Busey invests in certain tax-advantaged projects promoting renewable energy, affordable housing, community development, and other community revitalization projects. These investments are designed to generate a return primarily through the realization of federal and state income tax credits and other tax benefits over specified periods. Busey is subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required at the project level, may fail to meet certain government compliance requirements and may not be realized.
The ultimate realization of these benefits depends upon having sufficient taxable income and on many other factors outside of Busey’s control, including changes in the applicable tax code and the ability of the projects to be completed. Busey continues to monitor tax law developments and compliance with applicable regulations to mitigate these risks. The potential inability to realize these tax credits and other tax benefits could negatively impact Busey’s earnings and financial condition.
OPERATIONAL RISKS
Busey’s framework for managing risks may not be fully effective in mitigating risk and loss.
Busey’s risk management framework is designed to identify, measure, monitor, and analyze a broad spectrum of risks, including compliance, operational, and reputational risks. However, as with any framework, inherent limitations exist, particularly as new risks emerge or previously unidentified vulnerabilities become apparent.
The effectiveness of this framework depends on its alignment with Busey’s evolving risk profile, especially following the completion of the CrossFirst merger. As the organization grows in complexity, risks related to system integration, process harmonization, and operational oversight may challenge the framework's capacity to adapt in a timely and effective manner. Failures to identify and manage these risks could adversely affect Busey’s financial condition, regulatory standing, and overall operational stability.
To address these challenges, Busey continuously refines its risk management processes, leveraging enhanced risk assessment tools, investing in automation and analytics, and aligning with industry best practices. Despite these efforts, no risk management framework is foolproof, and unforeseen losses or disruptions remain a possibility, which may materially and adversely affect Busey’s financial condition and results of operations.
Technological investments drive efficiency but introduce cybersecurity risks.
Busey’s ongoing investments in technology infrastructure have strengthened operational efficiency, enhanced client service delivery, and supported the scaling of key business functions. Initiatives such as enterprise-wide automation, cloud integration, and enhanced data analytics capabilities have positioned Busey as a forward-thinking financial institution. However, these advancements introduce vulnerabilities, including the risk of cyber-attacks and operational disruptions.
The Federal Reserve’s November 2025 Financial Stability Report has emphasized growing threats posed by sophisticated cyber-attacks. These threats not only compromise data integrity but also pose significant reputational and financial risks. The outcomes of such risks include:
• Amplification of Vendor Risk: Third-party vendors and their subcontractors introduce multi-layered risks, complicating oversight and heightening the likelihood of service interruptions or compliance breaches.
• Need for Advanced Cyber Protections: As bad actors deploy increasingly sophisticated tactics, including artificial intelligence-driven impersonation and malware, the effectiveness of traditional cybersecurity defenses is diminished.
To mitigate these risks, Busey has implemented robust cybersecurity protocols, regular system audits, and incident response plans. The use of artificial intelligence-powered tools provide additional layers of fraud and threat detection, enabling proactive management. However, as cybersecurity threats evolve, the possibility of system penetration persists even with robust security protocols in place. As a result, successful or attempted cyber intrusions, vendor failures, or operational disruptions stemming from these evolving threats could materially and adversely impact Busey’s financial condition and results of operations.
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Contents of Item 1A. Risk Factors
Outsourcing dependencies could disrupt operations and increase compliance risks.
Busey’s reliance on secure and resilient systems to manage customer relationships, transactions, and data underscores the critical importance of operational stability. Outsourcing arrangements introduce risks tied to service disruptions, compliance violations, and vulnerabilities stemming from subcontractors in downstream supply chains.
This cascading outsourcing structure adds complexity to communication and coordination, particularly when vendors operate in regions with varying regulatory standards. Risks are further amplified by geopolitical tensions, trade restrictions, or cyberattacks targeting these external partners.
While Busey conducts rigorous due diligence when selecting third-party providers, residual risks, especially from indirect outsourcing (fourth parties), remain challenging to eliminate entirely. Failures or breaches in these systems could disrupt Busey’s operations, damage its reputation, and materially and adversely affect its financial conditions and results of operations.
Fraudulent activities could erode financial stability and customer trust.
The rising sophistication of fraudulent schemes poses a persistent challenge for financial institutions, with Busey being no exception. Fraudulent activities, such as identity theft, phishing, and unauthorized transactions, could result in financial losses, regulatory penalties, and erosion of customer trust.
Busey employs a multi-layered approach to fraud prevention, including internal controls, advanced fraud detection tools, and insurance coverage. However, even robust frameworks may not fully eliminate risks, particularly as threat actors adapt their tactics to exploit emerging industry vulnerabilities and customer vulnerabilities. Accordingly, successful fraud attempts or failures in our fraud‑prevention controls could result in financial losses, increased operational costs, regulatory consequences, and reputational harm that could adversely affect Busey’s financial condition and results of operations.
Busey’s ability to attract and retain key personnel may affect future growth and earnings.
Busey’s ability to attract and retain experienced management and qualified personnel remains critical to sustaining growth and executing its strategic objectives. Despite continued investment in leadership development, succession planning, and employee engagement, competitive labor markets and evolving employee expectations pose ongoing challenges.
Beyond executive leadership, Busey's ability to build and maintain a diverse and skilled workforce is essential to implementing its community-based strategy and serving an expanded geographic footprint. The unexpected departure of high-performing employees or difficulty in recruiting specialized talent could disrupt operations, delay strategic initiatives, or increase costs associated with workforce realignment, all of which may materially and adversely affect Busey’s financial condition and results of operations.
Damage resulting from negative publicity could harm Busey’s reputation and adversely impact its business and financial condition.
Busey’s ability to attract and retain customers, investors, employees, and business partners depends significantly on the trust placed in its brand, business practices, and commitment to responsible conduct. Negative public opinion may arise from actual or alleged issues across a wide range of activities, including employee misconduct, customer service failures, loan origination or servicing practices, compliance or regulatory violations, cybersecurity incidents, data‑protection lapses, corporate governance concerns, product suitability issues, or perceived shortfalls in Busey’s community and stakeholder engagement. Even isolated incidents—whether substantiated or not—can be rapidly amplified through social media, news outlets, or regulatory commentary, increasing the speed and scale at which reputational harm may occur.
Reputation risk is heightened by Busey’s relationship‑based operating model, in which customer loyalty and business development rely heavily on personal trust and perceived service quality. Busey is also exposed to reputational impacts arising from its third‑party relationships, including vendors, fintech partners, and other service providers, whose failures or misconduct may be attributed to Busey.
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Contents of Item 1A. Risk Factors
Reputational harm can lead to customer attrition, reduced deposit and loan growth, lower fee income, diminished employee morale or retention challenges, increased regulatory scrutiny, delays in obtaining regulatory approvals, reduced investor confidence, and exposure to litigation or enforcement actions. These effects may also limit Busey’s ability to pursue strategic initiatives or partnerships. Any failure to effectively identify, monitor, and manage reputational risks could result in lost business opportunities, elevated costs, and operational disruptions, and could materially and adversely affect Busey’s financial condition and results of operations.
Severe weather, natural disasters, pandemics or other health crises, acts of war or terrorism and other external events could significantly impact Busey’s business.
Adverse external events—including severe weather, natural disasters, wildfires, pandemics or other public‑health crises, acts of war or terrorism, and other large‑scale disruptions—could significantly affect Busey’s operations and the ability of customers, counterparties, and third‑party providers to conduct business. Such events may interrupt business activity, damage physical assets, disrupt supply chains, reduce demand for financial services, impair borrowers’ repayment capacity, increase vacancy rates in commercial properties, and reduce the value of collateral supporting Busey’s loan portfolio. They may also lead to financial‑market volatility, elevated credit losses, and operational challenges stemming from facility closures, evacuations, or interruptions in access to banking channels. Geopolitical conflicts can further influence energy prices, commodity markets, and financial‑market stability, while regulatory responses to these events may impose additional compliance or operational requirements.
Although Busey maintains business‑continuity plans and risk‑management processes, the occurrence of one or more such adverse events could disrupt operations, increase costs, reduce revenue, and materially and adversely affect Busey’s financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Busey maintains a cyber security risk management program designed to prevent, detect, and respond to information security threats. The program is designed to align with the Cyber Risk Institute’s Profile framework, which is based on the National Institute of Standards and Technology’s Cybersecurity Framework. The program is led by Busey’s Chief Information Security Officer (“CISO”) . Busey’s CISO has been in the role since September 2020 and has over 15 years of experience across external and internal audit, technology risk management, and cybersecurity matters, primarily within the financial services sector, and also including additional industries such as healthcare, technology, consumer products, and manufacturing for both regional and multinational corporations. Busey’s cyber security risk management program is a key part of the Company’s overall risk management system, which is administered by the Chief Risk Officer.
Busey’s cyber security risk management program includes administrative, technical, and physical safeguards to help ensure the security and confidentiality of customer records and information. Busey has long devoted significant resources to assessing, identifying, and managing risks associated with cybersecurity threats, including:
• Establishing an internal cybersecurity team that is responsible for conducting regular assessments of Busey’s information systems, existing controls, vulnerabilities, and potential improvements;
• Employing continuous monitoring tools that can detect and help respond to cybersecurity threats in real-time;
• Performing due diligence with respect to third-party service providers , including their cybersecurity practices, and requiring contractual commitments from Busey’s service providers to take certain cybersecurity measures;
• Ongoing monitoring and assessment of third-party vendors' cybersecurity practices, including regular audits, compliance checks, and incident reporting requirements;
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• Engaging third-party cybersecurity consultants, who conduct periodic penetration testing, vulnerability assessments, and other procedures to identify potential weaknesses in Busey’s systems and processes;
• Mandating periodic cybersecurity training for Busey’s workforce, which includes awareness programs on phishing, social engineering, and other common cyber threats;
• Implementing access control measures such as multi-factor authentication, role-based access controls, and regular access reviews to ensure that only authorized personnel have access to critical systems and data;
• Using data encryption for both data at rest and data in transit to protect sensitive information; and
• Creating an incident response plan that outlines the steps to contain, mitigate, and remediate the impact of cybersecurity incidents, including communication protocols and post-incident analysis.
Busey’s security and privacy policies and procedures are in effect across all of its businesses and geographic locations. Busey adheres to various regulatory requirements and standards, including the Gramm-Leach-Bliley Act to ensure compliance with data protection laws. Additionally, Busey maintains cybersecurity insurance coverage to mitigate potential financial impacts from cyber incidents.
Busey’s board of directors , as a whole and through its Enterprise Risk Committee (the “Risk Committee”), is responsible for the oversight of risk management. In that role, Busey’s board of directors and its Risk Committee, with support from Busey’s cybersecurity advisors, are responsible for ensuring that the risk management processes developed and implemented by management are adequate and functioning as designed. To carry out those duties, both the board of directors and the Risk Committee receive quarterly reports from Busey’s management team regarding cybersecurity risks, and Busey’s efforts to prevent, detect, mitigate, and remediate any cybersecurity incidents.
Busey’s historical data indicates that while Busey has encountered cybersecurity threats and incidents, none have materially affected the Company. Still, Busey faces a number of cybersecurity risks in connection with its business, and it is possible that threats and incidents identified in the future could have a material adverse effect on Busey’s business strategy, results of operations, and financial condition. For additional information on the risks that cybersecurity threats pose to Busey see “ Item 1A. Risk Factors—Operational Risks .”
ITEM 2. PROPERTIES
The following facilities, which are owned by Busey, house the executive and primary administrative offices of each respective entity:
First Busey Corporation Busey Bank FirsTech
11440 Tomahawk Creek Parkway
Leawood, KS 66211
100 West University Avenue
Champaign, IL 61820
130 North Water Street
Decatur, IL 62523
First Busey Corporation and its subsidiaries also own or lease other facilities, such as banking centers of Busey Bank, for business operations. Busey considers its properties to be suitable and adequate for its present needs. None of the properties are subject to any material encumbrance.
ITEM 3. LEGAL PROCEEDINGS
As part of the ordinary course of business, First Busey Corporation and its subsidiaries are parties to litigation that is incidental to their regular business activities.
On November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State. See “ Note 18. Outstanding C ommitments and Contingent Liabilities ” in the Notes to the Consolidated Financial Statements for further information.
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Other than the foregoing lawsuits, there is no material pending litigation, other than ordinary routine litigation incidental to its business, in which First Busey Corporation or any of its subsidiaries is involved or of which any of their property is the subject. Furthermore, there is no pending legal proceeding that is adverse to Busey in which any director, officer, or affiliate of Busey, or any associate of any such director or officer, is a party, or has a material interest.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
COMMON STOCK
Busey’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”
Busey has a history of paying regular dividends, and Busey’s board of directors and management are committed to continuing to pay regular cash dividends on its common stock; however, no guarantee can be given with respect to future dividends, as they are dependent on certain regulatory restrictions, future earnings, capital requirements, and the financial condition of First Busey Corporation and its subsidiaries. See “ Item 1. Business—Supervision, Regulation, and Other Factors—Supervision and Regulation of First Busey Corporation—Dividend Payments ” and “ Item 1. Business—Supervision, Regulation, and Other Factors—Supervision and Regulation of Busey Bank—Dividend Payments ” for further discussion of these matters. Busey’s preferred stock outstanding has preference over Busey’s common stock with respect to payment of dividends.
As of February 26, 2026, First Busey Corporation had 86,227,449 shares of common stock outstanding held by 1,833 holders of record. Additionally, there were an estimated 18,322 beneficial holders whose stock was held in street name by brokerage houses and nominees as of that date.
STOCK REPURCHASE PLAN
On February 3, 2015, First Busey Corporation's board of directors approved the Stock Repurchase Plan to enable Busey to purchase shares of its common stock through various means including purchases executed on the open market, through block trades or otherwise, and in privately negotiated transactions. The Stock Repurchase Plan provides Busey with treasury shares from which stock-based compensation can be issued, and it limits the number of outstanding shares that may be actively traded. The Stock Repurchase Plan does not obligate Busey to purchase any shares of its common stock, and it has no expiration date. The Stock Repurchase Plan may be terminated, or the number of shares authorized for repurchase may be increased or decreased by Busey's board of directors at its discretion at any time.
Under the Stock Repurchase Plan, Busey's board of directors has authorized shares for repurchase as shown in the table below:
Number of Shares Authorized
February 3, 2015 666,667
May 22, 2019 1,000,000
February 5, 2020 2,000,000
May 24, 2023 2,000,000
May 29, 2025 2,000,000
December 4, 2025 4,000,000
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During the fourth quarter of 2025, Busey purchased 1,251,100 shares of its common stock pursuant to the Stock Repurchase Plan. As of December 31, 2025, Busey had 4,856,175 shares that may still be purchased under the Stock Repurchase Plan.
Period Total Number of Common Shares Purchased Weighted Average Price Paid per Common Share Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Common Shares That May Yet Be Purchased Under the Plans or Programs
October 1-31, 2025 300,000 $ 23.04 300,000 1,807,275
November 1-30, 2025 308,000 22.84 308,000 1,499,275
December 1-31, 2025 643,100 24.68 643,100 4,856,175
Three months ended December 31, 2025 1,251,100 $ 23.84 1,251,100
Year ended December 31, 2025 3,063,100 $ 22.81 3,063,100
STOCK PERFORMANCE GRAPH
The following graph compares Busey’s performance, as measured by the change in price of its common stock plus reinvested dividends, with the Nasdaq Composite, the Russell 2000 Index, the KBW Nasdaq Regional Banking Index, and the S&P U.S. BMI Banks – Midwest Region over the five years ended December 31, 2025. The KBW Nasdaq Regional Banking Index seeks to reflect the performance of publicly traded U.S. regional banks and thrift institutions. Banks in the S&P U.S. BMI Banks – Midwest Region Index represent all Major Exchange Traded Banks in S&P Capital IQ’s coverage universe that are headquartered in Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Ohio, South Dakota, and Wisconsin.
For purposes of the comparative total return graph, Busey intends to replace the Nasdaq Composite with the Russell 2000 Index. Busey’s management believes the Russell 2000 Index is more comparable because it includes a higher percentage representation from the finance sector, and its market capitalization range provides a more representative and comparable group to Busey’s market capitalization.
In addition, for purposes of the comparative total return graph, Busey intends to replace the S&P U.S. BMI Banks – Midwest Region with the KBW Nasdaq Regional Banking Index. With Busey’s expanded footprint beyond the Midwest region, Busey’s management believes the KBW Nasdaq Regional Banking Index now provides a more appropriate comparison, and beginning in 2025 Busey’s new equity award grants with a total stockholder return performance goal will be evaluated in comparison to the KBW Nasdaq Regional Banking Index.
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As of December 31,
Index 2020 2021 2022 2023 2024 2025
First Busey Corporation $ 100.00 $ 130.76 $ 123.68 $ 129.97 $ 128.37 $ 135.42
KBW Nasdaq Regional Banking Index 100.00 136.64 127.17 126.67 143.39 152.71
S&P U.S. BMI Banks – Midwest Region 100.00 132.12 114.02 116.40 142.02 159.02
Russell 2000 Index 100.00 114.82 91.35 106.82 119.14 134.40
Nasdaq Composite 100.00 122.18 82.42 119.22 154.47 187.12
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)
Contents of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) (“MD&A”)
SCOPE OF DISCUSSION
53
BUSEY’S CONSERVATIVE BANKING STRATEGY
54
CRITICAL ACCOUNTING ESTIMATES
54
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
54
Goodwill
55
Income Taxes
55
Allowance for Credit Losses
55
RESULTS OF OPERATIONS — THREE YEARS ENDED DECEMBER 31, 2025
57
Net Income
57
Non-GAAP Adjusting Items and Non-GAAP Measures
58
Operating Performance Metrics
59
Net Interest Income
59
Noninterest Income
67
Noninterest Expense
69
Efficiency Ratio
70
Income Taxes
70
FINANCIAL CONDITION
71
Balance Sheet
71
Investment Securities
71
Portfolio Loans
74
Deposits
83
Borrowings
84
Liquidity
85
Off-Balance-Sheet Arrangements
86
Contractual Obligations
87
Cash Flows
87
Capital Resources
88
NEW ACCOUNTING PRONOUNCEMENTS
88
EFFECTS OF INFLATION
88
SCOPE OF DISCUSSION
The following is management’s discussion and analysis of the financial condition as of December 31, 2025, and 2024, and the results of operations for the years ended December 31, 2025, 2024, and 2023, of First Busey Corporation and its subsidiaries. It should be read in conjunction with “ Item 1. Business ,” the Consolidated Financial Statements , and the related Notes to the Consolidated Financial Statements included in this Annual Report.
Detailed discussion and analysis of Busey’s financial condition and results of operation for 2025 as compared to 2024 can be found below. Comparison of 2024 to 2023 can be found in “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of Busey's 2024 Annual Report .
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Contents of Item 7. MD&A
BUSEY’S CONSERVATIVE BANKING STRATEGY
Busey’s financial strength is built on a long-term conservative operating approach. The quality of Busey’s core deposit 1 franchise is a critical value driver of the institution. Busey remains substantially core deposit funded, with robust liquidity. As of December 31, 2025, Busey’s loan to deposit ratio was 91.0% and core deposits 1 represented 93.7% of total deposits. Furthermore, Busey has sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of its customers.
Busey’s credit performance reflects its highly diversified, conservatively underwritten loan portfolio. Busey’s approach to lending and its underwriting standards are designed to emphasize relationship banking rather than transactional banking. In addition, as a matter of both policy and practice, Busey limits concentration exposures in any particular loan segment. While impacted by loans acquired as a result of the CrossFirst acquisition, asset quality remains strong by both Busey’s historical and current industry trends.
Busey’s conservative banking strategy is reflected in the strength of its capital base. Busey strives to consistently maintain capital ratios well in excess of thresholds required to be designated as well capitalized by applicable regulatory guidelines, thereby ensuring financial strength and flexibility across economic and operating cycles. At December 31, 2025, Busey’s leverage ratio of Tier 1 capital to average assets was 11.9%, its common equity Tier 1 capital to risk weighted assets ratio was 12.4%, and its total capital to risk weighted assets ratio was 15.9%.
CRITICAL ACCOUNTING ESTIMATES
Busey has established various accounting policies that govern the application of GAAP in the preparation of its Consolidated Financial Statements . Significant accounting policies are described in “ Note 1. Significant Accounting Policies ” in the Notes to the Consolidated Financial Statements .
Critical accounting estimates are those that are critical to the portrayal and understanding of Busey’s financial condition and results of operations and require management to make assumptions that are subjective or complex. These estimates involve judgments, assumptions, and uncertainties that are susceptible to change. In the event that different assumptions or conditions were to prevail, and depending on the severity of such changes, the possibility of a materially different financial condition or materially different results of operations is a reasonable likelihood. Further, changes in accounting standards could impact Busey’s critical accounting estimates. Management has reviewed these critical accounting estimates and related disclosures with Busey’s Audit Committee. The following estimates could be deemed critical:
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair value on the date of acquisition. Fair values are determined based on the definition of “fair value” defined in ASC Topic 820 “Fair Value Measurement” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, Busey engages third party specialists to assist in the development of fair values.
The fair value of a loan portfolio acquired in a business combination generally requires greater levels of management estimates and judgment than other assets acquired or liabilities assumed. Acquired loans are within the scope of ASC Topic 326 “Financial Instruments-Credit Losses.” However, the offset to record the allowance on acquired loans at the date of acquisition depends on whether or not the loan is classified as PCD. The allowance for PCD loans is recorded through a gross-up effect, while the allowance for acquired non-PCD loans is recorded through provision expense, consistent with originated loans. Thus, the determination of which loans are PCD and non-PCD can have a significant effect on the accounting for these loans.
1 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see “ Item 1. Business—Non-GAAP Financial Information. ”
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Contents of Item 7. MD&A
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired using the acquisition method of accounting. Goodwill is not amortized; instead, Busey assesses the potential for impairment on an annual basis or more frequently if events and circumstances indicate that goodwill might be impaired. Management applies significant judgment when testing goodwill for impairment, such as the valuation approach chosen, market multiples for competitors used in the calculation, and forecasts of business outlook.
Income Taxes
Busey is subject to the income tax laws of the U.S., as well as the tax laws of the individual states and municipalities in which the Company conducts its operations. These laws are often complex and subject to nuanced interpretations.
Income taxes are estimated for the tax effects of the transactions reported on Busey’s Consolidated Financial Statements and consist of an expense for taxes currently due plus assets and/or liabilities for deferred taxes. Deferred taxes represent the future tax consequences of differences between the tax basis and accounting basis of certain assets and liabilities, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are estimates that are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Deferred taxes are reported in other assets or other liabilities on the Consolidated Balance Sheets . Estimated income tax expense is reported on the Consolidated Statements of Income .
In establishing its provision for income taxes and its estimates of deferred tax assets and liabilities, Busey must make judgments and interpretations about the application of inherently complex tax laws. Busey must also make estimates about when in the future certain items will affect taxable income. Disputes over interpretations of the tax laws may be subject to review and adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit. Although Busey’s management believes that its judgments are sound and its tax estimates are reasonable, interpretations of tax law applied by the taxing jurisdictions could differ. As such, Busey may be exposed to losses or gains, which could be material. An unfavorable tax settlement would result in an increase in Busey’s effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in Busey’s effective income tax rate in the period of resolution.
Allowance for Credit Losses
Busey calculates the ACL at each reporting date. Busey recognizes an allowance for the lifetime expected credit losses for the amount it does not expect to collect. Measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported book value. The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information.
In determining the ACL, management relies predominantly on a disciplined credit review and approval process that extends to the full range of Busey’s credit exposure. The ACL must be determined on a collective (pool) basis when similar risk characteristics exist. On a case-by-case basis, Busey may conclude that a loan should be evaluated on an individual basis based on disparate risk characteristics.
Loans deemed uncollectible are charged-off against and reduce the ACL. A provision for credit losses is charged to current expense and acts to replenish the ACL in order to maintain the ACL at a level that management deems adequate.
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Determining the ACL involves significant judgments and assumptions. Macroeconomic forecasts provided by a third party and the economic indices sourced are significant judgments used in determining the allowance. Changes in these economic forecasts could significantly affect the ACL and lead to materially different amounts from one period to the next. Additionally, prepayment assumptions impact model output. Further, Busey completes a quarterly evaluation of several qualitative factors to determine if there should be adjustments made to the ACL. These factors include economic conditions, collateral, concentrations, delinquency trends, portfolio composition, underwriting, and certain other risks. Significant downturns relating to loan quality and economic conditions could result in a requirement for an additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow for a reduction in the required allowance. Because of the nature of the judgments and assumptions made by management, actual results may differ from these judgments and assumptions.
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RESULTS OF OPERATIONS — THREE YEARS ENDED DECEMBER 31, 2025
Net Income
Results of Busey’s operations are presented below, segregated by operating segment:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net income
Banking $ 150,342 $ 117,266 $ 123,853
Wealth Management 24,183 22,030 18,804
FirsTech (1,763) (670) 830
Other (37,500) (24,935) (20,922)
Net income $ 135,262 $ 113,691 $ 122,565
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Non-GAAP Adjusting Items and Non-GAAP Measures
Busey views certain non-operating items, including acquisition-related expenses, restructuring charges, and nonrecurring strategic events, as adjustments to net income reported under GAAP. Busey also adjusts for net securities gains and losses to align with industry and research analyst reporting. The objective of Busey’s presentation of adjusted earnings and adjusted earnings metrics is to allow investors and analysts to more clearly identify quarterly trends in core earnings performance. Pre-tax non-GAAP adjustments were as follows:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Pre-tax non-GAAP adjusting items by income/expense category
Realized net (gains) losses on the sale of mortgage servicing rights
$ — $ (7,724) $ —
Net securities (gains) losses
10,726 6,102 2,199
Other noninterest income
44 — —
Provision for credit losses
49,602 — —
Salaries, wages, and employee benefits
37,072 1,580 3,760
Data processing
6,984 548 —
Net occupancy expense of premises
13 46 —
Furniture and equipment expenses
67 88 —
Professional fees
8,100 4,891 435
Other noninterest expense
2,413 987 133
Total pre-tax non-GAAP adjustments
$ 115,021 $ 6,518 $ 6,527
Non-GAAP adjusting items by business objective
Balance sheet repositioning 1
$ — $ (7,724) $ —
Net securities (gains) losses 1
10,726 6,102 2,199
Initial provision for credit losses 2
49,602 — —
Other acquisition (income) expenses 3
54,736 6,901 357
Restructuring expenses 4
(43) 1,239 3,971
Total pre-tax non-GAAP adjustments $ 115,021 $ 6,518 $ 6,527
___________________________________________
1. During the year ended December 31, 2024, Busey executed a two-part balance sheet repositioning strategy in which it sold mortgage servicing rights on approximately $923.5 million of one-to-four family mortgage loans for a pre-tax gain of $7.7 million and sold available-for-sale debt securities with a book value of approximately $108.2 million for a pre-tax loss of $6.8 million.
2. During the year ended December 31, 2025, in connection with the CrossFirst acquisition, Busey’s recorded expense for the initial provision for credit losses consisting of a Day 2 provision for loan losses of $42.4 million, a Day 2 provision for unfunded commitments of $3.1 million, and an adjustment to the initial provision for unfunded commitments of $4.0 million that was recorded based on revised estimates resulting from implementation of a new CECL model.
3. Other acquisition expenses related to the acquisition of CrossFirst, which was completed on March 1, 2025, and the acquisition of M&M, which was completed on April 1, 2024.
4. Restructuring expenses were related to previously disclosed restructuring and efficiency plans and to corporate strategy advisement.
A reconciliation of non-GAAP measures, which Busey believes facilitates the assessment of its financial results and peer comparability, is included in tabular form in this Annual Report. See “ Item 1. Business—Non-GAAP Financial Information . ”
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Operating Performance Metrics
Operating performance metrics presented in the table below have been derived from information used by management to monitor and manage Busey’s financial performance:
Years Ended December 31,
(dollars in thousands, except per share amounts)
2025 2024 2023
Net income (GAAP)
$ 135,262 $ 113,691 $ 122,565
Adjusted net income (Non-GAAP) 1, 2
$ 224,974 $ 120,033 $ 127,763
Net income available to common stockholders (GAAP)
$ 125,386 $ 113,691 $ 122,565
Adjusted net income available to common stockholders (Non-GAAP) 1
$ 215,098 $ 120,033 $ 127,763
Diluted earnings per common share
$ 1.47 $ 1.98 $ 2.18
Adjusted diluted earnings per common share (Non-GAAP) 1, 2
$ 2.53 $ 2.09 $ 2.27
Return on average assets
0.76 % 0.94 % 1.00 %
Adjusted return on average assets (Non-GAAP) 1, 2
1.27 % 1.00 % 1.04 %
Return on average tangible common equity (Non-GAAP) 1
7.48 % 11.65 % 14.62 %
Adjusted return on average tangible common equity (Non-GAAP) 1, 2
12.83 % 12.30 % 15.24 %
Pre-provision net revenue (Non-GAAP) 1, 3
$ 250,109 $ 166,901 $ 158,963
Adjusted pre-provision net revenue (Non-GAAP) 1, 3
$ 304,802 $ 167,317 $ 172,290
Pre-provision net revenue to average total assets (Non-GAAP) 1, 3
1.41 % 1.38 % 1.30 %
Adjusted pre-provision net revenue to average total assets (Non-GAAP) 1, 3
1.72 % 1.39 % 1.41 %
___________________________________________
1. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “ Item 1. Business—Non-GAAP Financial Information ” included in this Annual Report.
2. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and non-recurring deferred tax adjustments.
3. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses, affecting the calculation of pre-provision net revenue and related measures and ratios.
Net Interest Income
Net interest income is the difference between interest income and fees earned on loans and investments (“interest-earning assets”) and interest expense incurred on deposits and borrowings (“interest-bearing liabilities”). Interest rate levels and volume fluctuations within interest-earning assets and interest-bearing liabilities impact net interest income. Net interest margin is tax-equivalent net interest income as a percent of average interest-earning assets.
Certain assets with tax-favorable treatment are evaluated on a tax-equivalent basis, assuming a federal income tax rate of 21.0%. Tax-favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent analysis is performed by adding the tax savings to the earnings on tax-favorable assets. After factoring in the tax-favorable effects of these assets, the yields may be more appropriately evaluated against alternative earning assets. In addition to yield, various other risks are factored into the evaluation process.
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The tables below present Busey’s Consolidated Average Balance Sheets, summarizing average balances for each major category of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related interest yields for the periods indicated. Average information is provided on a daily average basis:
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Year Ended December 31, 2025
(dollars in thousands) Average
Balance Income/
Expense Yield/
Rate
Assets
Interest-bearing bank deposits and federal funds sold
$ 575,781 $ 24,633 4.28 %
Investment securities:
U.S. Government obligations
96,287 4,782 4.97 %
Obligations of states and political subdivisions
233,027 9,670 4.15 %
Other securities
2,596,463 76,881 2.96 %
Restricted bank stock
65,988 2,956 4.48 %
Loans held for sale
7,257 440 6.06 %
Portfolio loans 1, 2
12,756,937 777,474 6.09 %
Total interest-earning assets 1, 3
16,331,740 $ 896,836 5.49 %
Cash and due from banks
166,511
Premises and equipment
175,077
ACL
(172,147)
Other assets
1,228,706
Total assets
$ 17,729,887
Liabilities and stockholders’ equity
Interest-bearing transaction deposits
$ 3,076,961 $ 56,233 1.83 %
Savings and money market deposits
5,738,073 154,300 2.69 %
Time deposits
2,471,023 92,456 3.74 %
Federal funds purchased and repurchase agreements
149,916 3,708 2.47 %
Borrowings 4
242,225 12,064 4.98 %
Junior subordinated debt issued to unconsolidated trusts
76,816 5,490 7.15 %
Total interest-bearing liabilities
11,755,014 $ 324,251 2.76 %
Net interest spread 1
2.73 %
Noninterest-bearing deposits
3,450,226
Other liabilities
244,188
Stockholders’ equity
2,280,459
Total liabilities and stockholders’ equity
$ 17,729,887
Interest income / earning assets 1, 3
$ 16,331,740 $ 896,836 5.49 %
Interest expense / earning assets
16,331,740 324,251 1.98 %
Net interest margin 1
$ 572,585 3.51 %
___________________________________________
1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.
2. Non-accrual loans have been included in average portfolio loans.
3. Interest income includes tax-equivalent adjustments of $3.0 million.
4. Borrowings include, as applicable, short-term borrowings, long-term borrowings, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.
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Year Ended December 31, 2024
(dollars in thousands) Average
Balance Income/
Expense Yield/
Rate
Assets
Interest-bearing bank deposits and federal funds sold
$ 445,881 $ 22,441 5.03 %
Investment securities:
U.S. Government obligations
5,495 158 2.88 %
Obligations of states and political subdivisions
153,467 4,338 2.83 %
Other securities
2,567,526 69,786 2.72 %
Restricted bank stock
14,414 848 5.88 %
Loans held for sale
8,012 503 6.28 %
Portfolio loans 1, 2
7,804,629 427,300 5.47 %
Total interest-earning assets 1, 3
10,999,424 $ 525,374 4.78 %
Cash and due from banks
109,400
Premises and equipment
121,663
ACL
(89,369)
Other assets
910,753
Total assets
$ 12,051,871
Liabilities and stockholders’ equity
Interest-bearing transaction deposits
$ 2,469,664 $ 42,925 1.74 %
Savings and money market deposits
3,246,507 74,536 2.30 %
Time deposits
1,584,953 61,002 3.85 %
Federal funds purchased and repurchase agreements
147,786 4,308 2.92 %
Borrowings 4
240,137 13,651 5.68 %
Junior subordinated debt issued to unconsolidated trusts
74,037 4,648 6.28 %
Total interest-bearing liabilities
7,763,084 $ 201,070 2.59 %
Net interest spread 1
2.19 %
Noninterest-bearing deposits
2,738,892
Other liabilities
207,471
Stockholders’ equity
1,342,424
Total liabilities and stockholders’ equity
$ 12,051,871
Interest income / earning assets 1, 3
$ 10,999,424 $ 525,374 4.78 %
Interest expense / earning assets
10,999,424 201,070 1.83 %
Net interest margin 1
$ 324,304 2.95 %
___________________________________________
1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.
2. Non-accrual loans have been included in average portfolio loans.
3. Interest income includes tax-equivalent adjustments of $1.7 million.
4. Borrowings include, as applicable, short-term borrowings, long-term borrowings, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.
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Year Ended December 31, 2023
(dollars in thousands) Average
Balance Income/
Expense Yield/
Rate
Assets
Interest-bearing bank deposits and federal funds sold
$ 214,422 $ 10,531 4.91 %
Investment securities:
U.S. Government obligations
79,669 578 0.73 %
Obligations of states and political subdivisions
233,377 6,560 2.81 %
Other securities
2,875,769 76,568 2.66 %
Restricted bank stock
16,416 1,170 7.13 %
Loans held for sale
1,885 116 6.13 %
Portfolio loans 1, 2
7,759,472 387,193 4.99 %
Total interest-earning assets 1, 3
11,181,010 $ 482,716 4.32 %
Cash and due from banks
116,530
Premises and equipment
124,565
ACL
(92,991)
Other assets
917,104
Total assets
$ 12,246,218
Liabilities and stockholders’ equity
Interest-bearing transaction deposits
$ 2,775,045 $ 43,268 1.56 %
Savings and money market deposits
2,870,397 37,038 1.29 %
Time deposits
1,406,928 43,679 3.10 %
Federal funds purchased and repurchase agreements
200,894 5,203 2.59 %
Borrowings 4
500,301 26,881 5.37 %
Junior subordinated debt issued to unconsolidated trusts
71,894 3,853 5.36 %
Total interest-bearing liabilities
7,825,459 $ 159,922 2.04 %
Net interest spread 1
2.28 %
Noninterest-bearing deposits
3,018,563
Other liabilities
204,685
Stockholders’ equity
1,197,511
Total liabilities and stockholders’ equity
$ 12,246,218
Interest income / earning assets 1, 3
$ 11,181,010 $ 482,716 4.32 %
Interest expense / earning assets
11,181,010 159,922 1.43 %
Net interest margin 1
$ 322,794 2.89 %
___________________________________________
1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.
2. Non-accrual loans have been included in average portfolio loans.
3. Interest income includes tax-equivalent adjustments of $2.2 million.
4. Borrowings include short-term borrowings, long-term debt, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.
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The following tables present, for the major components of interest-earning assets and interest-bearing liabilities, a breakout of changes in interest income and interest expense attributable to (1) changes in average volume and (2) changes in average yield. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on changes due to rate and changes due to volume:
Years Ended December 31,
2025 vs. 2024 Change Due To
(dollars in thousands) Average
Volume Average
Yield/Rate Total
Change
Increase (decrease) in interest income
Interest-bearing bank deposits and federal funds sold $ 5,891 $ (3,699) $ 2,192
Investment securities:
U.S. Government obligations 4,429 195 4,624
Obligations of state and political subdivisions 2,802 2,530 5,332
Other securities 794 6,301 7,095
Restricted bank stock 2,356 (248) 2,108
Loans held for sale (46) (17) (63)
Portfolio loans 297,176 52,998 350,174
Change in interest income 313,402 58,060 371,462
Increase (decrease) in interest expense
Interest-bearing transaction deposits 11,005 2,303 13,308
Savings and money market deposits 68,504 11,260 79,764
Time deposits 33,198 (1,744) 31,454
Federal funds purchased and repurchase agreements 61 (661) (600)
Borrowings 132 (1,719) (1,587)
Junior subordinated debt owed to unconsolidated trusts 180 662 842
Change in interest expense 113,080 10,101 123,181
Increase (decrease) in net interest income $ 200,322 $ 47,959 $ 248,281
Percentage increase (decrease) in net interest income over prior period 76.6 %
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Years Ended December 31,
2024 vs. 2023 Change Due To
(dollars in thousands) Average
Volume Average
Yield/Rate Total
Change
Increase (decrease) in interest income
Interest-bearing bank deposits and federal funds sold $ 11,643 $ 267 $ 11,910
Investment securities:
U.S. Government obligations (919) 499 (420)
Obligations of state and political subdivisions (2,259) 37 (2,222)
Other securities (8,350) 1,568 (6,782)
Restricted bank stock (132) (190) (322)
Loans held for sale 384 3 387
Portfolio loans 2,266 37,841 40,107
Change in interest income 2,633 40,025 42,658
Increase (decrease) in interest expense
Interest-bearing transaction deposits (5,029) 4,686 (343)
Savings and money market deposits 3,489 34,009 37,498
Time deposits 5,985 11,338 17,323
Federal funds purchased and repurchase agreements (1,489) 594 (895)
Borrowings (16,737) 3,507 (13,230)
Junior subordinated debt owed to unconsolidated trusts 118 677 795
Change in interest expense (13,663) 54,811 41,148
Increase (decrease) in net interest income $ 16,296 $ (14,786) $ 1,510
Percentage increase (decrease) in net interest income over prior period 0.5 %
Notable changes in average assets and average liabilities are summarized as follows for the periods presented:
Years Ended December 31,
(dollars in thousands) 2025 2024 Change % Change
Average interest-earning assets $ 16,331,740 $ 10,999,424 $ 5,332,316 48.5 %
Average interest-bearing liabilities 11,755,014 7,763,084 3,991,930 51.4 %
Average noninterest-bearing deposits 3,450,226 2,738,892 711,334 26.0 %
Total average deposits 14,736,283 10,040,016 4,696,267 46.8 %
Total average liabilities 15,449,428 10,709,447 4,739,981 44.3 %
Average noninterest-bearing deposits as a percent of total average deposits 23.4 % 27.3 % (390) bps
Total average deposits as a percent of total average liabilities 95.4 % 93.7 % 170 bps
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Changes in net interest income and net interest margin are summarized as follows for the periods presented:
Years Ended December 31,
(dollars in thousands) 2025 2024 Change % Change
Net interest income
Interest income, on a tax-equivalent basis 1
$ 896,836 $ 525,374 $ 371,462 70.7 %
Interest expense (324,251) (201,070) (123,181) (61.3) %
Net interest income, on a tax-equivalent basis 1
$ 572,585 $ 324,304 $ 248,281 76.6 %
Net interest margin 1, 2
3.51 % 2.95 % 56 bps
___________________________________________
1. Assuming a federal income tax rate of 21.0%.
2. Net interest income expressed as a percentage of average earning assets, stated on a tax-equivalent basis.
Busey continues to evaluate and execute off-balance sheet hedging and balance sheet strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Stability in core deposit balances, as well as retail time deposit and savings specials, have continued to provide sufficient funding flows to allow intentional runoff of brokered and high-cost, non-relationship funding.
Net interest spread represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, and is presented in the table below for the periods indicated:
Years Ended December 31,
2025 2024 2023
Net interest spread 1
2.73 % 2.19 % 2.28 %
___________________________________________
1. Calculated on a tax-equivalent basis.
Annualized net interest margins for the quarterly periods indicated were as follows:
2025 2024 2023
First Quarter 3.16 % 2.79 % 3.13 %
Second Quarter 3.49 % 3.03 % 2.86 %
Third Quarter 3.58 % 3.02 % 2.81 %
Fourth Quarter 3.71 % 2.95 % 2.75 %
Management attempts to mitigate the effects of an unpredictable interest-rate environment through effective portfolio management, prudent loan underwriting and pricing discipline, and operational efficiencies.
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Noninterest Income
Changes in noninterest income are summarized in the tables below for the periods presented:
Years Ended December 31,
(dollars in thousands) 2025 2024 Change % Change
Noninterest income
Wealth management fees $ 69,426 $ 63,630 $ 5,796 9.1 %
Payment technology solutions 20,000 21,983 (1,983) (9.0) %
Treasury management services
17,322 8,377 8,945 106.8 %
Card services and ATM fees
18,048 13,424 4,624 34.4 %
Other service charges on deposit accounts
6,281 9,440 (3,159) (33.5) %
Mortgage revenue 2,565 2,075 490 23.6 %
Income on bank owned life insurance 6,597 5,130 1,467 28.6 %
Realized net gains (losses) on the sale of mortgage servicing rights — 7,724 (7,724) (100.0) %
Securities income:
Realized net gains (losses) on securities (15,242) (7,033) (8,209) (116.7) %
Unrealized net gains (losses) recognized on equity securities 4,516 931 3,585 385.1 %
Net securities gains (losses) (10,726) (6,102) (4,624) (75.8) %
Other noninterest income 20,462 14,001 6,461 46.1 %
Total noninterest income $ 149,975 $ 139,682 $ 10,293 7.4 %
Assets under care as of period end $ 15,657,269 $ 13,833,654 $ 1,823,615 13.2 %
Total noninterest income was $150.0 million for the year ended December 31, 2025, an increase of 7.4% when compared with $139.7 million for the year ended December 31, 2024. Total noninterest income represented 20.8% of total revenue 2 in 2025, compared to 30.2% in 2024. The year ended December 31, 2025, includes ten months of income from the CrossFirst acquisition.
Revenues from wealth management fees and payment technology solutions provide a complement to spread-based revenue from traditional banking activities.
Wealth management fees increased by 9.1% to $69.4 million for 2025, compared to $63.6 million for 2024. Busey’s Wealth Management division had $15.66 billion in assets under care as of December 31, 2025, compared to $13.83 billion as of December 31, 2024. Busey’s portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets.
Income from payment technology solutions derives from Busey’s payment processing company, FirsTech. This income decreased by 9.0% to $20.0 million for 2025, compared to $22.0 million for 2024, primarily due to decreases in income from online bill payments.
Treasury management services consist primarily of business analysis charges and wire transfer fees on commercial accounts. Income from treasury management services increased by 106.8% compared to 2024 due to the addition of CrossFirst commercial services.
Card services and ATM fees, which include both commercial and consumer accounts, increased by 34.4% compared to 2024 primarily due to the addition of CrossFirst corporate card services.
2 Total revenue consists of net interest income plus noninterest income.
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Other service charges on deposit accounts were $6.3 million for the year ended December 31, 2025, a decline of 33.5% from the comparable period in 2024. Declines were largely related to lower non-sufficient fund charges, reflecting changes Busey made to its fee structure in 2025.
Mortgage revenue was $2.6 million for 2025, compared to $2.1 million for 2024. General economic conditions and interest rate volatility may impact future mortgage revenue.
Income on bank owned life insurance increased by 28.6% to $6.6 million for 2025, compared to $5.1 million for 2024, resulting from a $1.9 million increase in the cash surrender value of the insurance policies partially offset by a $0.4 million decrease in earnings on death proceeds.
During the year ended December 31, 2025, Busey did not record any realized gains on the sale of mortgage servicing rights. In comparison, during the year ended December 31, 2024, Busey recognized a $7.7 million gain on the sale of mortgage servicing rights in connection with a strategic two-part balance sheet repositioning. For more information, see “ Busey executed a two-part balance sheet repositioning strategy ” in the Management Discussion and Analysis included in Busey’s Quarterly Report for the first quarter of 2024, filed with the SEC on May 7, 2024.
Net securities losses of $10.7 million during the year ended December 31, 2025, were greater than the net securities losses realized during the comparable period in 2024. Losses for the year ended December 31, 2025, were comprised of $15.2 million of realized net losses on securities resulting from a strategic balance sheet repositioning completed in the first quarter of 2025, partially offset by unrealized net gains on Busey’s approximately 3% equity ownership of a financial institution that was the target of an acquisition at a significant market premium.
Other income increased by 46.1% to $20.5 million for 2025, compared to $14.0 million for 2024. Increases in other income were primarily attributable to increases in commercial loan servicing income and swap origination fees.
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Noninterest Expense
Changes in noninterest expense are summarized in the tables below for the periods presented:
Years Ended December 31,
(dollars in thousands) 2025 2024 Change % Change
Noninterest expense
Salaries, wages, and employee benefits $ 289,063 $ 175,619 $ 113,444 64.6 %
Data processing 43,181 27,124 16,057 59.2 %
Premises expenses:
Net occupancy expense of premises 29,490 18,737 10,753 57.4 %
Furniture and equipment expenses 8,496 6,805 1,691 24.8 %
Combined, net occupancy expense of premises and furniture and equipment expenses 37,986 25,542 12,444 48.7 %
Professional fees 18,807 12,804 6,003 46.9 %
Amortization of intangible assets 16,614 10,057 6,557 65.2 %
Interchange expense 5,194 6,001 (807) (13.4) %
FDIC insurance 10,397 5,603 4,794 85.6 %
Other noninterest expense 58,959 38,744 20,215 52.2 %
Total noninterest expense $ 480,201 $ 301,494 $ 178,707 59.3 %
Income taxes $ 51,378 $ 39,613 $ 11,765 29.7 %
Effective income tax rate 27.5 % 25.8 % 170 bps
Efficiency ratio (Non-GAAP) 1
63.2 % 62.0 % 120 bps
Adjusted efficiency ratio (Non-GAAP) 1
55.8 % 61.3 % (550) bps
Full-time equivalent associates as of period-end 1,914 1,509 405 26.8 %
___________________________________________
1. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “ Item 1. Business—Non-GAAP Financial Information ” included in the Annual Report.
Total noninterest expense increased to $480.2 million for the year ended December 31, 2025, compared to $301.5 million for the year ended December 31, 2024, representing a year-over-year increase of 59.3%. Growth in noninterest expense was primarily attributable to acquisition expenses related to the CrossFirst acquisition, added costs for operating expenses for two banks from March 1, 2025, until the banks were merged on June 20, 2025, and increased expenses associated with Busey’s larger organization and expanded branch network. Acquisition and restructuring expenses contributed $54.6 million to total noninterest expense for the year ended December 31, 2025, compared to $8.1 million for the comparable period in 2024. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026.
Salaries, wages, and employee benefits increased to $289.1 million for 2025, compared to $175.6 million for 2024. Excluding acquisition and restructuring expenses, which include severance, retention, and stock-based compensation expenses related to the CrossFirst acquisition, salaries, wages, and employee benefits were $252.0 million for 2025, compared to $174.0 million for 2024, representing an increase of 44.8%. During 2025, Busey added 17 banking centers, largely in connection with the CrossFirst acquisition, resulting in the expansion of Busey’s workforce, including the addition of 405 full-time equivalent associates.
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Data processing expense increased to $43.2 million for 2025, compared to $27.1 million for 2024. Excluding acquisition and restructuring expenses, data processing expense was $36.2 million for 2025, compared to $26.6 million for 2024, representing an increase of 36.2%. Increases were primarily attributable to Company-wide investments in technology enhancements, as well as inflation-driven price increases.
Combined, net occupancy expense of premises and furniture and equipment expenses increased to $38.0 million for 2025, compared to $25.5 million for 2024. The CrossFirst acquisition added 16 banking centers. Further, on August 18, 2025, Busey opened its second Denver service center, located in the Cherry Creek North neighborhood. Primary cost drivers in these expense categories include lease costs, repairs and maintenance, depreciation expense, real estate taxes, and utilities.
Professional fees increased to $18.8 million for 2025, compared to $12.8 million for 2024. Excluding acquisition and restructuring expenses, professional fees were $10.7 million for 2025, compared to $7.9 million for 2024, representing an increase of 35.3%. Primary cost drivers in this expense category include legal, audit and accounting, and consulting expenses.
Amortization of intangible assets increased to $16.6 million for 2025, compared to $10.1 million for 2024. The CrossFirst acquisition added an estimated $81.8 million of finite-lived intangible assets with amortization of $7.8 million during the year ended December 31, 2025. Busey uses an accelerated amortization methodology.
Interchange expense decreased to $5.2 million for 2025, compared to $6.0 million for 2024. Fluctuations in interchange expense relate to payment and volume activity at FirsTech.
FDIC insurance expense increased to $10.4 million for 2025, compared to $5.6 million for 2024. Additional FDIC insurance assessments were the result of Busey’s growth in average assets in connection with the CrossFirst acquisition.
Other noninterest expense increased to $59.0 million for 2025, compared to $38.7 million for 2024. Excluding acquisition and restructuring expenses, other noninterest expense was $56.5 million for 2025, compared to $37.8 million for 2024, representing an increase of 49.8%. Increases in other noninterest expense were attributable to multiple items, including increased costs on loans, marketing, business development, and office supplies.
Efficiency Ratio
The efficiency ratio 3 is calculated as total noninterest expense, less amortization charges, as a percentage of tax-equivalent net interest income plus noninterest income, less security gains and losses. The efficiency ratio, which is a measure commonly used by management and the banking industry, measures the amount of expense incurred to generate a dollar of revenue. Busey’s efficiency ratio was 63.2% for the year ended December 31, 2025, compared to 62.0% for the year ended December 31, 2024.
Operating costs have been influenced by acquisition expenses and other restructuring costs, and the adjusted efficiency ratio 3 was 55.8% for the year ended December 31, 2025, compared to 61.3% for the year ended December 31, 2024.
Income Taxes
Effective income tax rates, calculated by dividing income taxes by income before taxes, were 27.5%, 25.8%, and 20.4% for the years ended December 31, 2025, 2024, and 2023, respectively. Busey's effective tax rate increased in 2025 primarily due to the deferred tax impact of the lower blended state tax rates resulting in (1) a one-time revaluation of deferred tax assets; and (2) a higher disallowance related to Internal Revenue Code Section 162(m) limited compensation. These results were partially offset by increased tax credit investments and tax-exempt interest. Following the acquisition of CrossFirst Bank, and the inclusion of the CrossFirst entities within the Busey consolidated group, the deferred tax attributes were revalued to reflect the new consolidated group's state tax rates. As such, there was a significant rate change adjustment recognized against deferred tax assets in 2025, which increased Busey's effective tax rate for the year ended December 31, 2025.
3 The efficiency ratio and adjusted efficiency ratio are both non-GAAP financial measures. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see “ Item 1. Business—Non-GAAP Financial Information. ”
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Busey continues to monitor evolving federal and state tax legislation and its potential impact on operations on an ongoing basis. As of December 31, 2025, Busey remains under examination by the Illinois Department of Revenue for Merchant & Manufacturers Bank's tax filings for the tax years ended December 31, 2022 and 2023. The Florida Department of Revenue examination of Busey Bank's tax years 2020 to 2022 corporate income tax filings was completed with no additional income tax assessments.
FINANCIAL CONDITION
Balance Sheet
Changes in significant items included on Busey’s Consolidated Balance Sheets are summarized in the table below:
As of December 31,
(dollars in thousands) 2025 2024 Change % Change
Assets
Debt securities available for sale $ 2,162,548 $ 1,810,221 $ 352,327 19.5 %
Debt securities held to maturity 746,385 826,630 (80,245) (9.7) %
Portfolio loans, net of ACL 13,393,776 7,613,683 5,780,093 75.9 %
Total assets 18,104,736 12,046,722 6,058,014 50.3 %
Liabilities
Deposits:
Noninterest-bearing 3,659,421 2,719,907 939,514 34.5 %
Interest-bearing 11,246,537 7,262,583 3,983,954 54.9 %
Total deposits 14,905,958 9,982,490 4,923,468 49.3 %
Securities sold under agreements to repurchase 166,929 155,610 11,319 7.3 %
Long-term borrowings 113,806 — 113,806 100.0 %
Subordinated notes, net of unamortized issuance costs 99,395 227,723 (128,328) (56.4) %
Total liabilities 15,635,754 10,663,453 4,972,301 46.6 %
Stockholders’ equity 2,468,982 1,383,269 1,085,713 78.5 %
Investment Securities
The primary purposes of Busey’s investment securities portfolio are to provide a source of earnings by deploying funds that are not needed to fulfill loan demand, deposit redemptions, or other liquidity purposes; to serve as a tool for interest rate risk positioning; and to provide collateral for pledging purposes against public deposits and repurchase agreements, all while providing a source of liquidity.
Busey considers many factors in determining the composition of its investment portfolio including, but not limited to, credit quality, duration, interest rate risk, liquidity, tax-equivalent yield, regulatory considerations, and overall portfolio allocation. As of December 31, 2025, Busey did not hold general obligation bonds of any single issuer, the aggregate of which exceeded 10% of Busey’s stockholders’ equity.
Pledged securities totaled $744.2 million, or 25.6% of total debt securities, as of December 31, 2025, and $871.4 million, or 33.0% of total debt securities, as of December 31, 2024.
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Debt Securities Available for Sale
Debt securities available for sale are carried at fair value. Net unrealized gains or losses, net of tax, are recorded in stockholders’ equity, through AOCI. As of December 31, 2025, the fair value of debt securities available for sale was $2.16 billion, and the amortized cost was $2.30 billion. There were $13.9 million of gross unrealized gains and $152.2 million of gross unrealized losses, resulting in a net unrealized loss of $138.3 million.
The composition of debt securities available for sale was as follows:
As of December 31,
(dollars in thousands) 2025 2024
Debt securities available for sale
Obligations of U.S. government corporations and agencies $ 112,046 $ 1,400
Obligations of states and political subdivisions 263,873 139,829
Asset-backed securities 265,580 336,557
Commercial mortgage-backed securities 132,942 92,174
Residential mortgage-backed securities 1,344,416 1,087,210
Corporate debt securities 43,691 153,051
Debt securities available for sale, fair value $ 2,162,548 $ 1,810,221
Debt securities available for sale, amortized cost $ 2,300,845 $ 2,039,952
Fair value as a percentage of amortized cost 93.99 % 88.74 %
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By maturity date, fair values and weighted average yields of debt securities available for sale as of December 31, 2025, are presented in the following table:
Due in 1 year or less Due after 1 year
through 5 years Due after 5 years
through 10 years Due after
10 years
(dollars in thousands) Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield
Debt securities available for sale 1
Obligations of U.S. government corporations and agencies $ — — % $ 82 5.18 % $ — — % $ 111,964 4.95 %
Obligations of states and political subdivisions 2
5,889 3.70 % 42,361 2.55 % 75,654 3.08 % 139,969 5.65 %
Asset-backed securities — — % — — % 120,990 5.37 % 144,590 5.27 %
Commercial mortgage-backed securities 1,612 2.75 % 2,618 3.02 % 58,612 3.31 % 70,100 3.44 %
Residential mortgage-backed securities 53 2.87 % 2,908 3.91 % 75,297 2.16 % 1,266,158 3.09 %
Corporate debt securities 3,130 2.61 % 15,366 4.30 % 25,195 4.20 % — — %
Debt securities available for sale $ 10,684 3.23 % $ 63,335 3.06 % $ 355,748 3.78 % $ 1,732,781 3.61 %
___________________________________________
1. Securities are presented based upon final contractual maturity or pre-refunded date.
2. Weighted average yield calculated on a tax-equivalent basis, assuming a federal income tax rate of 21.0%.
Debt Securities Held to Maturity
Debt securities held to maturity are carried at amortized cost. Unrecognized losses related to securities that were transferred in 2022 are included in OCI, net of taxes, and amortized into income over the contractual lives of the securities. An ACL balance will be established for debt securities held to maturity when applicable. No ACL was recorded for Busey’s portfolio of debt securities held to maturity as of December 31, 2025 or 2024.
As of December 31, 2025, the amortized cost of debt securities held to maturity was $746.4 million, and the fair value was $626.0 million. There were no gross unrecognized gains and $120.4 million of gross unrecognized losses.
The composition of debt securities held to maturity was as follows:
As of December 31,
(dollars in thousands) 2025 2024
Debt securities held to maturity
Commercial mortgage-backed securities $ 367,825 $ 415,530
Residential mortgage-backed securities 378,560 411,100
Debt securities held to maturity, amortized cost $ 746,385 $ 826,630
Debt securities held to maturity, fair value $ 625,957 $ 675,053
Fair value as a percentage of amortized cost 83.87 % 81.66 %
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By maturity date, fair values and weighted average yields of debt securities held to maturity as of December 31, 2025, are presented in the following table:
Due in 1 year or less Due after 1 year
through 5 years Due after 5 years
through 10 years Due after
10 years
(dollars in thousands) Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield Fair
Value Weighted
Average
Yield
Debt securities held to maturity 1
Commercial mortgage-backed securities $ 19,896 2.15 % $ 35,836 2.18 % $ — — % $ 246,883 2.12 %
Residential mortgage-backed securities — — % — — % — — % 323,342 2.22 %
Debt securities held to maturity $ 19,896 2.15 % $ 35,836 2.18 % $ — — % $ 570,225 2.18 %
___________________________________________
1. Securities are presented based upon final contractual maturity or pre-refunded date.
Equity Securities
Equity securities are carried at fair value. The fair value of equity securities was $14.9 million as of December 31, 2025, compared to $15.9 million as of December 31, 2024.
Portfolio Loans
Busey believes that making sound and profitable loans is a necessary and desirable means of employing funds available for investment. Busey maintains lending policies and procedures designed to focus lending efforts on the types, locations, and duration of loans most appropriate for its business model and markets. While not specifically limited, Busey attempts to focus its lending on short to intermediate-term loans (0-10 years) in states where Busey maintains lending offices. Busey attempts to utilize government-assisted lending programs, such as the SBA and U.S. Department of Agriculture lending programs, when prudent. Generally, loans are collateralized by assets, primarily real estate, and guaranteed by individuals. Loans are expected to be repaid primarily from cash flows of the borrowers or from proceeds from the sale of selected assets of the borrowers.
Management reviews and approves Busey Bank’s lending policies and procedures on a regular basis. Management routinely—at least quarterly—reviews the ACL in conjunction with reports related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans. Busey’s underwriting standards are designed to encourage relationship banking rather than transactional banking. Relationship banking implies a primary banking relationship with the borrower that includes, at a minimum, an active deposit banking relationship in addition to the lending relationship. Significant underwriting factors in addition to location, duration, a sound and profitable cash flow basis, and the borrower’s character, include the quality of the borrower’s financial history, the liquidity of the underlying collateral, and the reliability of the valuation of the underlying collateral.
At no time is a borrower’s total borrowing relationship permitted to exceed Busey Bank’s regulatory lending limit. Busey generally limits such relationships to amounts substantially less than the regulatory limit. Loans to related parties, including executive officers and directors of First Busey Corporation and its subsidiaries, are reviewed for compliance with regulatory guidelines.
Busey maintains an independent loan review department that reviews loans for compliance with Busey’s loan policy on a periodic basis. In addition, the loan review department reviews risk assessments made by Busey’s credit department, lenders, and loan committees. Results of these reviews are presented to management and the audit committee at least quarterly.
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Busey Bank’s lending can be summarized into five primary lending activities, which can be further categorized as either commercial or retail lending. Commercial lending activities consist of C&I and other commercial loans, CRE loans, and real estate construction loans while retail lending activities consist of retail real estate loans and retail other loans.
C&I and Other Commercial Loans
C&I and other commercial loans typically comprise working capital loans or business expansion loans, including loans for asset purchases and other business loans. C&I and other commercial loans will generally be guaranteed, in full or a material percentage, by the primary owners of the business. C&I and other commercial loans are made based primarily on the borrower’s historical and projected cash flows and secondarily on the underlying assets pledged as collateral by the borrower. Cash flows of the borrower, however, may not perform consistently with historical or projected information. Further, collateral securing loans may fluctuate in value due to individual economic or other factors. Busey Bank has established minimum standards and underwriting guidelines for all C&I and other commercial loan types.
Commercial Real Estate Loans
The commercial environment, along with the academic presence in some of the markets in which Busey operates, provides for the majority of Busey’s commercial lending opportunities to be CRE related, including multi-unit housing. As the majority of Busey’s loan portfolio is within the CRE class, Busey’s goal is to maintain a high quality, geographically diverse portfolio of CRE loans. CRE loans are subject to underwriting standards and guidelines similar to commercial loans. CRE loans are generally guaranteed, in full or a material percentage, by the primary owners of the business. Repayment of these loans is primarily dependent on the cash flows of the underlying property. Nevertheless, CRE loans generally must be supported by an adequate underlying collateral value. The performance and the value of the underlying property may be adversely affected by economic factors or geographical and/or industry specific factors. These loans are subject to other industry guidelines which Busey closely monitors.
Real Estate Construction Loans
Real estate construction loans are primarily commercial in nature. Loan proceeds are monitored by Busey and advanced for the improvement of real estate in which Busey holds a mortgage. Real estate construction loans will generally be guaranteed, in full or a material percentage, by the developer or primary owners of the business. These loans are subject to underwriting standards and guidelines similar to commercial loans and generally must be supported by an adequate “as completed” value of the underlying project. In addition to the underlying project, the financial history of the developer and business owners weighs significantly in determining approval. Repayment of these loans is typically through permanent financing following completion of the construction. Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of commercial real estate loans. These loans are closely monitored and subject to other industry guidelines.
Retail Real Estate Loans
Retail real estate loans are comprised of direct consumer loans that include residential real estate, home equity lines of credit, and home equity loans. In 2025, Busey retained a smaller percentage of originated retail real estate loans in its portfolio, electing to sell a larger percentage to secondary market purchasers. As retail real estate loan underwriting is subject to specific regulations, Busey typically underwrites retail real estate loans to conform to widely accepted standards. Several factors are considered in underwriting including the debt-to-income ratio and credit history of the borrower, as well as the value of the underlying real estate.
Retail Other Loans
Retail other loans consist of installment loans to individuals, including automotive loans and indirect lending. These loans are centrally underwritten utilizing the borrower’s financial history, including credit scores, as well as information about the underlying collateral. Retail other loans also include whole-life loans which are secured by the cash value of underlying life insurance policies. Repayment of retail other loans is expected from the borrower’s cash flows.
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Portfolio Composition
The composition of Busey’s loan portfolio as of the dates indicated, as well as changes in portfolio loan balances, were as follows:
As of December 31,
(dollars in thousands) 2025 2024 Change % Change
Commercial loans
C&I and other commercial $ 4,229,208 $ 1,904,515 $ 2,324,693 122.1 %
CRE 5,550,018 3,269,564 2,280,454 69.7 %
Real estate construction 1,039,289 378,209 661,080 174.8 %
Total commercial loans 10,818,515 5,552,288 5,266,227 94.8 %
Retail loans
Retail real estate 2,154,616 1,696,457 458,159 27.0 %
Retail other 594,668 448,342 146,326 32.6 %
Total retail loans 2,749,284 2,144,799 604,485 28.2 %
Total portfolio loans 13,567,799 7,697,087 5,870,712 76.3 %
ACL (174,023) (83,404) (90,619) 108.7 %
Portfolio loans, net $ 13,393,776 $ 7,613,683 $ 5,780,093 75.9 %
Portfolio loan growth in 2025 was primarily attributable to the CrossFirst acquisition. Busey remains steadfast in its conservative approach to underwriting and disciplined approach to pricing. During 2025, Busey experienced elevated payoffs that outpaced new production momentums.
Concentration of Credit Risk
As a matter of policy and practice, Busey limits the level of concentration exposure in any particular loan segment with the goal of maintaining a well-diversified loan portfolio. The following table presents the percentage of total portfolio loans for each lending activity.
As of December 31,
2025 2024
Commercial loans
C&I and other commercial 31.2 % 24.8 %
CRE 40.9 % 42.5 %
Real estate construction 7.6 % 4.9 %
Total commercial loans 79.7 % 72.2 %
Retail loans
Retail real estate 15.9 % 22.0 %
Retail other 4.4 % 5.8 %
Total retail loans 20.3 % 27.8 %
Total portfolio loans 100.0 % 100.0 %
Busey Bank originates loans across its regional operating model and through its specialty product lines, as described below:
• East – Suburban Chicago markets, the St. Louis MSA, and southwest Florida
• Midwest – Central Illinois and Indianapolis, Indiana
• Central – The Kansas City MSA, Central Kansas, and Oklahoma
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• Texas – The Dallas-Fort Worth MSA
• West – Colorado, New Mexico, and Arizona
• Verticals – Busey’s Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending products
The distribution of Busey Bank loans outstanding as of December 31, 2025, that were originated in each of these markets is presented in the table below:
As of December 31, 2025
(dollars in thousands) C&I and other commercial CRE Real estate construction Retail real estate Retail other Total
Loans by region of origination
East
$ 1,088,440 $ 1,808,207 $ 113,509 $ 879,925 $ 80,416 $ 3,970,497
Midwest
844,521 1,424,213 269,526 722,721 9,521 3,270,502
Central
626,517 839,189 204,985 342,953 9,792 2,023,436
Texas
598,561 790,181 276,156 117,814 3,211 1,785,923
West
245,275 527,756 155,173 78,952 457 1,007,613
Verticals
825,894 160,472 19,940 12,251 491,271 1,509,828
Total portfolio loans
$ 4,229,208 $ 5,550,018 $ 1,039,289 $ 2,154,616 $ 594,668 13,567,799
ACL
(174,023)
Portfolio loans, net of ACL
$ 13,393,776
Prior to the CrossFirst acquisition on March 1, 2025, Busey Bank’s loan origination occurred in the Illinois, Missouri, Florida, and Indiana markets. The geographic distribution of Busey Bank loans outstanding as of December 31, 2024, that were originated in each of these markets is presented in the table below:
As of December 31, 2024
(dollars in thousands) C&I and other commercial CRE Real estate construction Retail real estate Retail other Total
Loans by state of origination
Illinois $ 1,493,670 $ 2,285,915 $ 232,898 $ 1,275,834 $ 443,164 $ 5,731,481
Missouri 276,140 560,337 40,816 211,878 3,731 1,092,902
Florida 58,277 245,918 30,826 128,352 683 464,056
Indiana 76,428 177,394 73,669 80,393 764 408,648
Total portfolio loans $ 1,904,515 $ 3,269,564 $ 378,209 $ 1,696,457 $ 448,342 7,697,087
ACL (83,404)
Portfolio loans, net of ACL $ 7,613,683
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Commercial Real Estate Loans
CRE loans made up 40.9% of Busey’s total loan portfolio as of December 31, 2025, and CRE properties were approximately 25.8% owner occupied. Owner occupied commercial real estate is generally dependent on the performance of the borrowers’ businesses, whereas non-owner occupied commercial real estate is generally reliant on property cash flows generated by third-party tenants.
As of December 31,
(dollars in thousands) 2025 2024
COMMERCIAL REAL ESTATE LOANS
Non-owner occupied commercial real estate $ 4,118,361 74.2 % $ 2,360,273 72.2 %
Owner-occupied commercial real estate 1,431,657 25.8 % 909,291 27.8 %
Total commercial real estate loans $ 5,550,018 100.0 % $ 3,269,564 100.0 %
CRE loans are made across a variety of industries, as depicted in the table below. Balances reflected in the table below do not include loan origination fees or costs, purchase accounting adjustments, SBA discounts, or negative escrow amounts.
As of December 31, 2025
CRE Loans Occupied By % of CRE Loans That Are Owner Occupied
(dollars in thousands) Non-Owner Owner
Industry
Industrial and warehousing $ 1,189,936 $ 702,068 $ 487,868 41.0 %
Apartments 875,081 874,893 188 — %
Retail 870,227 747,309 122,918 14.1 %
Traditional office 675,386 464,224 211,162 31.3 %
Specialty 561,210 222,564 338,646 60.3 %
Hotel 333,906 329,186 4,720 1.4 %
Medical office 285,182 133,805 151,377 53.1 %
Student housing 231,134 231,019 115 — %
Restaurant 153,063 37,684 115,379 75.4 %
Self-Storage 151,999 147,572 4,427 2.9 %
Senior housing 137,485 132,504 4,981 3.6 %
Nursing homes 91,951 90,506 1,445 1.6 %
Healthcare 20,263 20,000 263 1.3 %
Group homes 4,986 3,568 1,418 28.4 %
Continuing Care Facilities 2,965 2,965 — — %
1-4 Family 500 500 — — %
Land acquisition and development 91 — 91 100.0 %
Other 890 389 501 56.3 %
Total $ 5,586,255 $ 4,140,756 $ 1,445,499 25.9 %
Loan Commitments
Commitments to extend credit and standby letters of credit increased by $2.27 billion, or 89.2%, to a total of $4.82 billion as of December 31, 2025, compared to $2.55 billion as of December 31, 2024.
Loan Maturities
The determination of loan maturities is based on contractual loan terms. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are considered to mature within one year.
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The following table sets forth the remaining maturities of portfolio loans at December 31, 2025:
(dollars in thousands) Within 1 Year After 1 Year
Through 5 Years After 5 Years
Through 15 Years After 15 Years Total
Portfolio loans
C&I and other commercial $ 1,313,365 $ 2,312,244 $ 471,324 $ 132,275 $ 4,229,208
CRE 1,583,739 3,060,619 812,144 93,516 5,550,018
Real estate construction 454,078 527,776 36,120 21,315 1,039,289
Retail real estate 109,449 254,098 510,486 1,280,583 2,154,616
Retail other 78,660 515,367 641 — 594,668
Total portfolio loans $ 3,539,291 $ 6,670,104 $ 1,830,715 $ 1,527,689 $ 13,567,799
Interest Rate Structure
Portfolio loans maturing after one year are summarized below by interest rate structure and lending activity, as of December 31, 2025:
(dollars in thousands) Fixed
Rate Adjustable
Rate Total
Portfolio loans maturing after 1 year
C&I and other commercial $ 867,820 $ 2,048,023 $ 2,915,843
CRE 2,188,213 1,778,066 3,966,279
Real estate construction 63,004 522,207 585,211
Retail real estate 831,864 1,213,303 2,045,167
Retail other 70,712 445,296 516,008
Total portfolio loans maturing after 1 year $ 4,021,613 $ 6,006,895 $ 10,028,508
Allowance for Credit Losses and Provision for Credit Losses
The ACL is a significant estimate on Busey’s Consolidated Financial Statements , affecting both earnings and capital. The methodology adopted influences, and is influenced by, Busey’s overall credit risk management processes. The ACL is recorded in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. Estimates of credit losses are based on a careful consideration of all significant factors affecting the collectability as of the evaluation date. The ACL is established through the provision for credit loss charged to income. Provision expenses for loan losses were recorded as follows for each of the years indicated:
Years Ended December 31,
(dollars in thousands) Location 2025 2024 2023
Provision for loan losses 1
Provision for credit losses $ 45,746 $ 8,590 $ 2,399
___________________________________________
1. The year ended December 31, 2025, included $42.4 million provision expense that was recorded to establish an initial allowance for loan losses on non-PCD loans immediately following the close of the CrossFirst acquisition in accordance with ASC 326‑20‑30‑15.
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The following table summarizes, by lending activity, net charge-off and recovery activity affecting the ACL balance, together with average portfolio loans outstanding and the related ratios of net charge-offs (recoveries) to average portfolio loans:
(dollars in thousands) ACL Average
Portfolio Loans
Outstanding Ratio of
Net Charge-offs
(Recoveries)
To Average
Portfolio Loans
ACL balance, December 31, 2022 $ 91,608
Net (charge-offs) recoveries and average portfolio loans by lending activity:
C&I and other commercial (1,877) $ 1,910,008 0.10 %
CRE (379) 3,316,633 0.01 %
Real estate construction 171 536,280 (0.03) %
Retail real estate 183 1,689,868 (0.01) %
Retail other (365) 306,683 0.12 %
Net (charge-offs) recoveries and average portfolio loans (2,267) $ 7,759,472 0.03 %
Provision for loan losses 2,399
ACL balance, December 31, 2023 91,740
Day 1 PCD 1
1,243
Net (charge-offs) recoveries and average portfolio loans by lending activity:
C&I and other commercial (14,946) $ 1,892,293 0.79 %
CRE (3,168) 3,361,644 0.09 %
Real estate construction 67 416,439 (0.02) %
Retail real estate 348 1,714,681 (0.02) %
Retail other (470) 419,572 0.11 %
Net (charge-offs) recoveries and average portfolio loans (18,169) $ 7,804,629 0.23 %
Provision for loan losses 8,590
ACL balance, December 31, 2024 83,404
Day 1 PCD 1
100,783
Day 2 Provision for loan losses 2
42,433
Net (charge-offs) recoveries and average portfolio loans by lending activity:
C&I and other commercial (41,862) $ 4,039,572 1.04 %
CRE (12,342) 5,161,370 0.24 %
Real estate construction 95 940,845 (0.01) %
Retail real estate (750) 2,127,351 0.04 %
Retail other (1,051) 487,799 0.22 %
Net (charge-offs) recoveries and average portfolio loans (55,910) $ 12,756,937 0.44 %
Provision for loan losses 3,313
ACL balance, December 31, 2025 $ 174,023
___________________________________________
1. The Day 1 PCD was attributable to the M&M acquisition in 2024 and the CrossFirst acquisition in 2025.
2. The Day 2 Provision for loan losses was attributable to the CrossFirst acquisition.
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The following table sets forth the ACL by loan categories and percentage of loans to total loans as of December 31 for each of the years indicated:
As of December 31,
2025 2024
(dollars in thousands) ACL % of Loans to Total Loans ACL % of Loans to Total Loans
Loan Category
C&I and other commercial $ 61,370 31.2 % $ 21,589 24.8 %
CRE 70,328 40.9 % 32,301 42.5 %
Real estate construction 11,568 7.6 % 3,345 4.9 %
Retail real estate 29,178 15.9 % 23,711 22.0 %
Retail other 1,579 4.4 % 2,458 5.8 %
Total $ 174,023 100.0 % $ 83,404 100.0 %
Busey did not record an allowance for loan losses for its Life Equity Loan ® portfolio, a component of its retail other lending activity, due to no expected credit loss at default, as permitted under the practical expedient provided within ASC 326-20-35-6. The Life Equity Loan ® portfolio balance was $445.4 million as of December 31, 2025, and $264.2 million as of December 31, 2024.
As of December 31, 2025, Busey management believed the level of the allowance to be appropriate based upon the information available. However, additional losses may be identified in the loan portfolio as new information is obtained. Factors that influence Busey’s calculation of its ACL include changes in economic conditions and forecasts, originated and acquired loan portfolio composition, credit performance trends, portfolio duration, and other factors.
Non-Performing Loans and Non-Performing Assets
Loans are considered past due if the required principal or interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory guidelines. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Typically, loans are secured by collateral. When a loan is classified as non-accrual and determined to be collateral dependent, it is appropriately reserved or charged down through the ACL to the fair value of Busey’s interest in the underlying collateral less estimated costs to sell. Busey’s loan portfolio is collateralized primarily by real estate.
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The following table sets forth information concerning non-performing assets and asset quality ratios:
As of December 31,
(dollars in thousands) 2025 2024 Change % Change
Total assets $ 18,104,736 $ 12,046,722 $ 6,058,014 50.3 %
Portfolio loans 13,567,799 7,697,087 5,870,712 76.3 %
Loans 30 – 89 days past due 16,475 8,124 8,351 102.8 %
Non-performing assets
Non-performing loans:
Non-accrual loans $ 51,198 $ 22,088 $ 29,110 131.8 %
Loans 90+ days past due and still accruing 2,288 1,149 1,139 99.1 %
Total non-performing loans 53,486 23,237 30,249 130.2 %
OREO and other repossessed assets 4,626 63 4,563 NM
Total non-performing assets 58,112 23,300 34,812 149.4 %
Substandard (excludes 90+ days past due) 116,402 62,023 54,379 87.7 %
Classified assets $ 174,514 $ 85,323 $ 89,191 104.5 %
ACL $ 174,023 $ 83,404 $ 90,619 108.7 %
Bank Tier 1 Capital 2,150,048 1,438,296 711,752 49.5 %
Ratios
ACL to portfolio loans 1.28 % 1.08 % 20 bps
ACL to non-accrual loans 3.40 x 3.78 x (0.38) x
ACL to non-performing loans 3.25 x 3.59 x (0.34) x
ACL to non-performing assets 2.99 x 3.58 x (0.58) x
Non-accrual loans to portfolio loans 0.38 % 0.29 % 9 bps
Non-performing loans to portfolio loans 0.39 % 0.30 % 9 bps
Non-performing assets to total assets 0.32 % 0.19 % 13 bps
Non-performing assets to portfolio loans and OREO and other repossessed assets 0.43 % 0.30 % 13 bps
Classified assets to Bank Tier 1 Capital and ACL 7.51 % 5.61 % 190 bps
Busey’s total assets grew by 50.3% to $18.10 billion as of December 31, 2025, compared to $12.05 billion as of December 31, 2024, largely in connection with the CrossFirst acquisition. Further, Busey’s loan portfolio grew by 76.3% to $13.57 billion as of December 31, 2025, compared to $7.70 billion as of December 31, 2024.
Asset quality continues to be strong. Following the merger of CrossFirst Bank into Busey Bank in June, Busey is operating as one bank, with a singular credit policy, concentration limits, and monitoring that will continue to align with Busey’s pillars of credit quality. Busey’s operating mandate and focus remain on emphasizing credit quality over asset growth.
Non-performing loan balances increased to $53.5 million as of December 31, 2025, compared to $23.2 million as of December 31, 2024, primarily due to PCD loans assumed in the CrossFirst acquisition. Non-performing loans represented 0.39% of portfolio loans as of December 31, 2025, compared to 0.30% as of December 31, 2024. Busey’s ACL was 3.25 times its non-performing loan balance at December 31, 2025, compared to 3.59 times its non-performing loan balance at December 31, 2024.
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Non-performing assets, which include non-performing loans, OREO, and other repossessed assets, increased to $58.1 million as of December 31, 2025, compared to $23.3 million as of December 31, 2024. Non-performing assets represented 0.32% of total assets as of December 31, 2025, compared to 0.19% as of December 31, 2024. Busey’s ACL was 2.99 times its non-performing assets as of December 31, 2025, compared to 3.58 times its non-performing assets as of December 31, 2024.
Classified assets, which include non-performing assets and substandard loans, increased to $174.5 million as of December 31, 2025, compared to $85.3 million as of December 31, 2024. Classified assets represented 7.51% of Busey Bank’s Tier 1 capital and ACL at December 31, 2025, up from 5.61% at December 31, 2024.
Net charge-offs totaled $55.9 million in 2025, representing 0.44% of average loans, compared with net charge-offs of $18.2 million in 2024, representing 0.23% of average loans. Net charge-offs for the year ended December 31, 2025, included $36.2 million related to PCD loans.
Asset quality metrics remain dependent upon market-specific economic conditions, and specific measures may fluctuate from period to period. If economic conditions were to deteriorate, Busey would expect the credit quality of its loan portfolio to decline and loan defaults to increase.
Potential Problem Loans
Potential problem loans are loans classified as substandard that are not individually evaluated, non-accrual, or 90+ days past due, but where current information indicates that the borrower may not be able to comply with loan repayment terms. Management assesses the potential for loss on such loans and considers the effect of any potential loss in determining its provision for expected credit losses. Potential problem loans increased to $116.4 million, or 0.9% of portfolio loans, as of December 31, 2025, compared to $62.0 million, or 0.8% of portfolio loans, as of December 31, 2024. Management continues to monitor these loans and work with the borrowers on restructurings, guarantees, additional collateral, or other planned actions. As of December 31, 2025, management identified no other loans that represent or result from trends or uncertainties that would be expected to materially impact future operating results, liquidity, or capital resources.
Deposits
The following table presents the composition of, and changes in, Busey’s deposits:
As of December 31,
2025 2024
(dollars in thousands) Balance % Total Balance % Total Change % Change
Deposits
Non-maturity deposits:
Noninterest-bearing demand deposits $ 3,659,421 24.6 % $ 2,719,907 27.3 % $ 939,514 34.5 %
Interest-bearing transaction deposits 3,119,475 20.9 % 2,423,237 24.3 % 696,238 28.7 %
Saving deposits and money market deposits 5,697,172 38.2 % 3,348,711 33.5 % 2,348,461 70.1 %
Total non-maturity deposits 12,476,068 83.7 % 8,491,855 85.1 % 3,984,213 46.9 %
Time deposits 2,429,890 16.3 % 1,490,635 14.9 % 939,255 63.0 %
Total deposits $ 14,905,958 100.0 % $ 9,982,490 100.0 % $ 4,923,468 49.3 %
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Total deposits increased by 49.3% to $14.91 billion as of December 31, 2025, compared to $9.98 billion as of December 31, 2024, in connection with the CrossFirst acquisition. Busey focuses on deepening its customer relationships to maintain and protect its strong core deposit 4 franchise. Core deposits include non-brokered transaction accounts, money market and savings deposit accounts, and time deposits of $250,000 or less. Core deposits represented 93.7% of total deposits as of December 31, 2025.
Deposits are federally insured up to the FDIC insurance limit of $250,000. When a portion of a deposit account exceeds the FDIC insurance limit, that portion is uninsured. Estimated uninsured deposits were $6.46 billion, or 43% of total deposits, as of December 31, 2025. Excluding intercompany accounts, fully collateralized accounts (including preferred deposits), and pass-through accounts where clients have deposit insurance at the correspondent financial institution, the portion of Busey’s deposit base that was uninsured and not otherwise collateralized was estimated to be $5.58 billion, or 37% of total deposits, at December 31, 2025. Of that amount, $759.4 million represented time deposits. The following table presents estimates of the uninsured portion of time deposits by maturity date:
(dollars in thousands) As of
December 31,
2025
Estimated uninsured time deposits by schedule of maturities
3 months or less $ 193,879
Over 3 months through 6 months 467,812
Over 6 months through 12 months 82,469
Thereafter 15,195
Uninsured time deposits $ 759,355
Additional information about Busey’s deposits is located in “ Note 9. Deposits .”
Borrowings
Busey’s borrowings include, as applicable, securities sold under agreements to repurchase, a revolving line of credit, short-term borrowings, long-term borrowings, subordinated notes, and junior subordinated debt owed to unconsolidated trusts.
4 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “ Item 1. Business—Non-GAAP Financial Information ” included in this Annual Report.
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The following table sets forth the distribution of securities sold under agreements to repurchase and short-term borrowings, as well as the weighted average interest rates thereon:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Securities sold under agreements to repurchase
Balance at end of period $ 166,929 $ 155,610 $ 187,396
Weighted average interest rate at end of period 2.22 % 2.63 % 3.26 %
Maximum outstanding at any month end in year-to-date period $ 166,929 $ 214,567 $ 248,850
Average daily balance for the year-to-date period 149,724 147,588 200,702
Weighted average interest rate during period 1
2.47 % 2.91 % 2.58 %
FHLB advances, current portion due within 12 months
Balance at end of period $ — $ — $ —
Weighted average interest rate at end of period — % — % — %
Maximum outstanding at any month end in year-to-date period $ 76,911 $ 24,100 $ 603,881
Average daily balance for the year-to-date period 11,698 7,018 241,382
Weighted average interest rate during period 1
4.45 % 5.54 % 4.90 %
Term Loan, current portion due within 12 months
Balance at end of period $ — $ — $ 12,000
Weighted average interest rate at end of period — % — % 7.14 %
Maximum outstanding at any month end in year-to-date period $ — $ 12,000 $ 12,000
Average daily balance for the year-to-date period — 2,853 12,000
Weighted average interest rate during period 1
— % 7.26 % 6.88 %
___________________________________________
1. The weighted average interest rate is computed by dividing total interest for the period by the average daily balance outstanding.
Additional information about Busey’s borrowing activities is located in “ Note 10. Borrowings .” Additional information about Busey’s contractual obligations related to its borrowing activities is located under the heading “ Contractual Obligations ” within this MD&A .
Liquidity
Liquidity management is the process by which Busey ensures that adequate liquid funds are available to meet the present and future cash flow obligations arising in the daily operations of its business. These financial obligations consist of needs for funds to meet commitments to borrowers for extensions of credit, fund capital expenditures, honor withdrawals by customers, pay dividends to stockholders, and pay operating expenses. Busey’s most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. Balances of these assets are dependent on Busey’s operating, investing, lending, and financing activities during any given period.
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Average liquid assets are summarized in the table below:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Average liquid assets
Cash and due from banks $ 166,511 $ 109,400 $ 116,530
Interest-bearing bank deposits 575,781 445,881 214,422
Less: Restricted and pledged cash and bank deposits
(86,844) (38,057) (35,806)
Total average liquid assets $ 655,448 $ 517,224 $ 295,146
Average liquid assets as a percent of average total assets 3.7 % 4.3 % 2.4 %
Cash and unencumbered securities on Busey’s Consolidated Balance Sheets are summarized as follows:
As of December 31,
(dollars in thousands) 2025 2024
Unencumbered cash and securities
Total cash and cash equivalents $ 294,052 $ 697,659
Restricted and pledged cash and bank deposits (96,102) (65,830)
Debt securities available for sale 2,162,548 1,810,221
Debt securities available for sale pledged as collateral (562,566) (653,454)
Cash and unencumbered securities $ 1,797,932 $ 1,788,596
Busey’s primary sources of funds consist of deposits, investment maturities and sales, loan principal repayments, and capital funds. Additional liquidity is provided by the ability to borrow from the FHLB, the Federal Reserve Bank, and Busey’s revolving credit facility, as summarized in the table below:
As of December 31,
(dollars in thousands) 2025 2024
Additional available borrowing capacity
FHLB $ 1,775,157 $ 1,679,463
Federal Reserve Bank 1,585,816 664,083
Federal funds purchased 485,000 477,500
Revolving credit facility 40,000 40,000
Additional borrowing capacity $ 3,885,973 $ 2,861,046
Further, Busey could utilize brokered deposits as additional sources of liquidity, as needed.
As of December 31, 2025, management believed that adequate liquidity existed to meet all projected cash flow obligations. Busey seeks to achieve a satisfactory degree of liquidity by actively managing both assets and liabilities. Asset management guides the proportion of liquid assets to total assets, while liability management monitors future funding requirements and prices liabilities accordingly.
Busey’s ability to pay cash dividends to its stockholders and to service its debt is dependent on the receipt of cash dividends from its subsidiaries. Busey Bank paid dividends to First Busey Corporation totaling $160.0 million and $100.0 million for the years ended December 31, 2025, and 2024, respectively.
Off-Balance-Sheet Arrangements
Busey Bank routinely enters into commitments to extend credit and standby letters of credit in the normal course of business to meet the financing needs of its customers. The balance of commitments to extend credit represents future cash requirements and some of these commitments may expire without being drawn upon.
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The following table summarizes Busey’s outstanding commitments and reserves for unfunded commitments :
As of December 31,
(dollars in thousands) 2025 2024
Outstanding loan commitments and standby letters of credit $ 4,820,613 $ 2,548,178
Reserve for unfunded commitments 12,964 5,967
The following table summarizes Busey’s provision for unfunded commitments for the periods presented:
Years Ended December 31,
(dollars in thousands) Location 2025 2024 2023
Provision for unfunded commitments 1
Provision for credit losses $ 6,997 $ (1,095) $ 461
___________________________________________
1. The year ended December 31, 2025, included $7.2 million to establish an initial allowance for unfunded commitments in connection with the CrossFirst acquisition.
Busey anticipates that it will have sufficient funds available to meet current loan commitments, including loan applications received and in process prior to the issuance of firm commitments.
Contractual Obligations
Busey has entered into certain contractual obligations and other commitments that generally relate to funding of operations through deposits, debt issuance, and property and equipment leases.
The following table summarizes significant contractual obligations and other commitments, excluding, when applicable, short-term borrowings and the current portion of long-term borrowings, as of December 31, 2025:
(dollars in thousands) Time deposits Long-term
Borrowings Subordinated Notes,
Net of Unamortized
Issuance Costs Junior
Subordinated
Debt Owed to Unconsolidated
Trusts Operating
Leases in Other Liabilities Total
Contractual obligations 1
2026 $ 2,364,343 $ 3,234 $ 5,000 $ 4,813 $ 6,255 $ 2,382,960
2027 46,913 60,290 5,000 4,813 5,929 122,215
2028 10,952 48,865 5,000 4,813 5,406 74,284
2029 4,593 762 5,000 4,813 4,407 18,813
2030 2,667 757 5,000 4,813 3,505 15,985
Thereafter 422 9,919 107,389 101,411 12,690 221,912
Contractual obligations $ 2,429,890 $ 123,827 $ 132,389 $ 125,476 $ 38,192 $ 2,849,774
Commitments to extend credit and standby letters of credit $ 4,820,613
___________________________________________
1. The contractual obligations in this table include principal and estimated interest without any purchase accounting or debt issuance cost adjustments.
Cash Flows
Busey’s cash flows consist of operating activities, investing activities, and financing activities.
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Net cash flows provided by operating activities totaled $192.6 million in 2025, compared to $178.3 million provided by operating activities in 2024. Significant operating activities affecting cash flows include net income, depreciation and amortization, the provision for credit losses, stock-based compensation, and mortgage loan sale activity. Fluctuations in sales of loans held for sale are a function of changes in market rates for mortgage loans, which influence refinance activity.
Net cash provided by investing activities totaled $1.10 billion in 2025, compared to $657.9 million provided by investing activities in 2024. Significant investing activities are those associated with managing Busey’s investment and loan portfolios.
Net cash used in financing activities totaled $1.69 billion in 2025, compared to $858.1 million used in financing activities in 2024. Significant financing activities affecting cash flows include deposit and other borrowings, issuance of preferred stock, and cash dividends paid.
For additional detail, see the Consolidated Statements of Cash Flows .
Capital Resources
Busey’s capital ratios are in excess of those required to be considered “well-capitalized” pursuant to applicable regulatory guidelines. The Federal Reserve uses capital adequacy guidelines in its examination and regulation of bank holding companies and their subsidiary banks. Risk-based capital ratios are established by allocating assets and certain off-balance-sheet commitments into risk-weighted categories. These balances are then multiplied by the factor appropriate for that risk-weighted category. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain capital in excess of regulatory minimum capital requirements. The table below presents minimum capital ratios that include the capital conservation buffer in comparison to the capital ratios for First Busey and Busey Bank as of December 31, 2025.
Minimum Capital Requirements with
Capital Buffer As of December 31, 2025
First
Busey Busey
Bank
Common equity Tier 1 capital to risk weighted assets 7.00 % 12.43 % 13.97 %
Tier 1 capital to risk weighted assets 8.50 % 13.88 % 13.97 %
Total capital to risk weighted assets 10.50 % 15.93 % 14.86 %
Leverage ratio of Tier 1 capital to average assets 4.00 % 11.93 % 12.00 %
Management believes that no conditions or events have occurred since December 31, 2025, that would materially adversely change First Busey’s or Busey Bank’s capital classifications. For further discussion of capital resources and requirements, see “ Note 12. Regulatory Capital .”
NEW ACCOUNTING PRONOUNCEMENTS
Busey reviews new accounting standards as issued. Information relating to accounting pronouncements applicable to Busey appears in “ Note 1. Significant Accounting Policies ” in the Notes to Consolidated Financial Statements .
EFFECTS OF INFLATION
The effect of inflation on a financial institution differs significantly from the effect on an industrial company. While a financial institution’s operating expenses, particularly salaries, wages, and employee benefits, are affected by general inflation, the asset and liability structure of a financial institution consists largely of monetary items. Monetary items, such as cash, loans, and deposits, are those assets and liabilities which are or will be converted into a fixed number of dollars regardless of changes in prices. As a result, changes in interest rates have a more significant impact on a financial institution’s performance than does general inflation. For additional information regarding interest rates and changes in net interest income see “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operation — Three Years Ended December 31, 2025—Net Interest Income ” and “ Item 7A. Quantitative and Qualitative Disclosures About Market Risk .”
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of changes in asset values due to movements in underlying market rates and prices. Interest rate risk is a type of market risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting Busey as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, have a minimal impact or do not arise in the normal course of Busey’s business activities.
Busey has an asset-liability committee, whose policy is to meet at least quarterly, to review current market conditions and to structure the Consolidated Balance Sheets to optimize stability in net interest income in consideration of projected future changes in interest rates.
As interest rate changes do not impact all categories of assets and liabilities equally or simultaneously, the asset-liability committee primarily relies on balance sheet and income simulation analysis to determine the potential impact of changes in market interest rates on net interest income. In these standard simulation models, the balance sheet is projected over a one-year and a two-year time horizon and net interest income is calculated under current market rates and assuming permanent instantaneous shifts of +/-100 and +/-200 bps. The model assumes immediate and sustained shifts in the federal funds rate and other market rate indices and corresponding shifts in other non-market rate indices based on their historical changes relative to changes in the federal funds rate and other market indices. Assets and liabilities are assumed to remain constant as of the measurement date; variable-rate assets and liabilities are repriced based on repricing frequency; and prepayment speeds on loans are projected for both declining and rising rate environments.
Busey’s interest rate risk resulting from immediate and sustained changes in interest rates, expressed as a change in net interest income as a percentage of the net interest income calculated in the constant base model, was as follows:
Year-One: Basis Point Changes Year-Two: Basis Point Changes
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
+200 4.14 % 4.05 % 5.65 % 5.24 %
+100 2.31 % 1.96 % 3.13 % 2.59 %
-100 (1.76) % (1.81) % (3.27) % (3.35) %
-200 (2.18) % (3.39) % (5.59) % (6.65) %
Interest rate risk is monitored and managed within approved policy limits and any temporary exceptions to policy in periods of rapid rate movement are approved and documented. The calculation of potential effects of hypothetical interest rate changes is based on numerous assumptions and should not be relied upon as indicative of actual results. Actual results would likely differ from simulated results due to the timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Contents of Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
91
CONSOLIDATED FINANCIAL STATEMENTS
94
CONSOLIDATED BALANCE SHEETS
94
CONSOLIDATED STATEMENTS OF INCOME
95
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
96
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
97
CONSOLIDATED STATEMENTS OF CASH FLOWS
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
102
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
102
NOTE 2. BUSINESS COMBINATIONS
120
NOTE 3. DEBT SECURITIES
125
NOTE 4. PORTFOLIO LOANS
131
NOTE 5. OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
141
NOTE 6. PREMISES AND EQUIPMENT
142
NOTE 7. LEASES
142
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
145
NOTE 9. DEPOSITS
147
NOTE 10. BORROWINGS
147
NOTE 11. JUNIOR SUBORDINATED DEBT OWED TO UNCONSOLIDATED TRUSTS
149
NOTE 12. REGULATORY CAPITAL
150
NOTE 13. INCOME TAXES
153
NOTE 14. TAX CREDIT INVESTMENTS AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES
155
NOTE 15. EMPLOYEE BENEFIT PLANS
156
NOTE 16. STOCK-BASED COMPENSATION
157
NOTE 17. TRANSACTIONS WITH RELATED PARTIES
164
NOTE 18. OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES
165
NOTE 19. DERIVATIVE FINANCIAL INSTRUMENTS
166
NOTE 20. FAIR VALUE MEASUREMENTS
172
NOTE 21. EARNINGS PER COMMON SHARE
178
NOTE 22. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
179
NOTE 23. OPERATING SEGMENTS AND RELATED INFORMATION
180
NOTE 24. PARENT COMPANY ONLY FINANCIAL INFORMATION
185
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Contents of Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of First Busey Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First Busey Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 26, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Contents of Item 8. Financial Statements and Supplementary Data
Allowance for Credit Losses on Loans ‑ Adjustments to Historical Loss Factors
As described in Note 1 to the financial statements, the allowance for credit losses is measured on a collective (pool) loan basis when similar risk characteristics exist. On a case by case basis, a loan may be evaluated on an individual basis based on disparate risk characteristics. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amortized cost basis. Adjustments to historical loss information are made for differences in current loan specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions such as changes in unemployment rates, property values, and other relevant factors. The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information. As described in Note 4 to the financial statements, Management estimates the allowance for credit losses balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The allowance for credit losses consists of three components: (1) specific allocations/individual reserves; (2) quantitative reserves; and (3) qualitative reserves.
We identified the adjustments to historical loss factors, including the forecasting and qualitative reserves components of the allowance for credit losses on pooled loans, as a critical audit matter, as auditing the underlying support and adjustments required significant auditor judgment as amounts determined or utilized by management rely on analysis that is highly subjective and includes significant estimation uncertainty.
Our audit procedures related to the adjustments to historical loss factors within the allowance for credit losses on pooled loans include the following, among others:
• We obtained an understanding of the relevant controls related to the allowance for credit losses on pooled loans and tested such controls for design and operating effectiveness, including those over approval of key data inputs including forecasted economic scenarios, loss drivers and qualitative factors (such as economic and business conditions) including validation of underlying data, qualitative reserve component in the calculation of the allowance for credit losses and tested such controls for design and operating effectiveness.
• We tested the completeness and accuracy of data used by management in determining the inputs to the forecasted economic scenarios and qualitative reserve component including testing the supporting data for agreement to internal or external source data.
• We tested management’s forecasts of future economic loss drivers, which include national unemployment, change in national gross domestic product, and change in National Housing Price Index, by comparing these forecasts to external and internal information sources.
• We tested management’s conclusions regarding the appropriateness of the qualitative reserve component, including magnitude and directional consistency of changes in the level of adjustments to historical loss information between periods and evaluating whether management’s conclusions were reasonable and consistent with Company provided internal data and external independent data, including data related to current and forecasted periods, to historical loss factors included in the allowance for credit losses calculation.
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Contents of Item 8. Financial Statements and Supplementary Data
Business Combination ‑ Fair Value of Acquired Loans
As described in Notes 1 and 2 to the consolidated financial statements, on March 1, 2025, the Company completed its acquisition of CrossFirst Bankshares. The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Subsequent to the acquisition, fair value adjustments of $1.9 million have been recorded, as additional information and valuations became available. As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $49.5 million was recorded as a result of the acquisition. Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered purchase credit deteriorated (PCD) as of the acquisition date. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non‑PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion. The fair value of PCD loans at acquisition was $1.33 billion compared to a contractual value of $1.54 billion.
We identified the fair value of acquired PCD and non-PCD loans as a critical audit matter, because of the judgments necessary to determine the fair value of the loan portfolio acquired, the high degree of auditor judgment involved and the extensive audit effort involved in testing management estimates and assumptions related to classification and valuation methodology of PCD loans and discount rates on non-PCD loans.
Our audit procedures related to the valuation of the acquired loan portfolio included the following, among others:
• We obtained an understanding of the relevant controls related to the business combination, including the valuation of the acquired loan portfolio and management’s development of significant assumptions, and tested such controls for design and operating effectiveness.
• We obtained the valuation report prepared by a third party engaged by management, and gained an understanding of the valuation methodology applied to PCD and non‑PCD loans, as well as key inputs and assumptions.
• We tested the completeness and accuracy of data inputs provided by management and utilized in the calculation performed by the third‑party specialist.
• We utilized internal valuation specialists to assist in evaluating the discount rate on non‑PCD loans.
• We evaluated the appropriateness of management’s classification of PCD loans, and tested the propriety of the fair value credit marks associated with these loans.
/s/ RSM US LLP
We or our predecessor firms have served as the Company’s auditor since at least 1980; however, an earlier year could not be established.
Des Moines, Iowa
February 26, 2026
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
As of December 31,
(dollars in thousands, except per share amounts) 2025 2024
Assets
Cash and cash equivalents:
Cash and due from banks $ 181,041 $ 129,444
Interest-bearing deposits 113,011 568,215
Total cash and cash equivalents 294,052 697,659
Debt securities available for sale 2,162,548 1,810,221
Debt securities held to maturity 746,385 826,630
Equity securities 14,916 15,862
Loans held for sale 5,752 3,657
Portfolio loans (net of ACL of $ 174,023 at December 31, 2025, and $ 83,404 at December 31, 2024)
13,393,776 7,613,683
Restricted bank stock 77,006 49,930
Premises and equipment, net 193,444 118,820
Goodwill 383,280 333,695
Other intangible assets, net 97,449 32,280
Cash surrender value of bank owned life insurance 260,402 185,087
Other assets 475,726 359,198
Total assets $ 18,104,736 $ 12,046,722
Liabilities and stockholders’ equity
Liabilities
Deposits:
Noninterest-bearing $ 3,659,421 $ 2,719,907
Interest-bearing 11,246,537 7,262,583
Total deposits 14,905,958 9,982,490
Securities sold under agreements to repurchase 166,929 155,610
Long-term borrowings 113,806 —
Subordinated notes, net of unamortized issuance costs 99,395 227,723
Junior subordinated debt owed to unconsolidated trusts 77,328 74,815
Other liabilities 272,338 222,815
Total liabilities 15,635,754 10,663,453
Outstanding commitments and contingent liabilities (see Notes 7 and 18 )
Stockholders’ equity
Preferred stock, $ 0.001 par value, liquidation preference $ 222,750 at December 31, 2025 and zero at December 31, 2024
— —
Common stock, $ 0.001 par value
93 60
Additional paid-in capital 2,375,511 1,360,530
Retained earnings 336,707 294,054
AOCI ( 124,473 ) ( 207,039 )
Total stockholders’ equity before treasury stock 2,587,838 1,447,605
Treasury stock at cost ( 118,856 ) ( 64,336 )
Total stockholders’ equity 2,468,982 1,383,269
Total liabilities and stockholders’ equity $ 18,104,736 $ 12,046,722
Shares
Preferred shares issued and outstanding ( 1,000,000 shares authorized)
222,750 —
Common shares ( 200,000,000 authorized at December 31, 2025 and 100,000,000 authorized at December 31, 2024):
Issued 92,694,541 59,546,273
Less: Treasury 5,070,111 2,650,292
Outstanding 87,624,430 56,895,981
See accompanying Notes to Consolidated Financial Statements .
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
(dollars in thousands, except per share amounts) 2025 2024 2023
Interest income
Interest and fees on loans $ 776,433 $ 426,422 $ 385,848
Taxable interest income 84,212 72,794 80,316
Non-taxable interest income 5,626 1,176 2,678
Dividend income on bank stock 2,956 848 1,170
Other interest income 24,633 22,441 10,531
Total interest income 893,860 523,681 480,543
Interest expense
Deposits 302,989 178,463 123,985
Federal funds purchased and securities sold under agreements to repurchase 3,708 4,308 5,203
Short-term borrowings 621 701 12,775
Long-term borrowings 2,841 300 1,700
Subordinated notes 8,602 12,650 12,406
Junior subordinated debt owed to unconsolidated trusts 5,490 4,648 3,853
Total interest expense 324,251 201,070 159,922
Net interest income 569,609 322,611 320,621
Provision for credit losses 52,743 7,495 2,860
Net interest income after provision for credit losses 516,866 315,116 317,761
Noninterest income
Wealth management fees 69,426 63,630 57,309
Payment technology solutions 20,000 21,983 21,192
Treasury management services 17,322 8,377 7,435
Card services and ATM fees 18,048 13,424 12,305
Other service charges on deposit accounts 6,281 9,440 10,134
Mortgage revenue 2,565 2,075 1,089
Income on bank owned life insurance 6,597 5,130 4,701
Realized net gains (losses) on the sale of mortgage servicing rights — 7,724 —
Realized net gains (losses) on securities ( 15,242 ) ( 7,033 ) ( 28 )
Unrealized net gains (losses) recognized on equity securities 4,516 931 ( 2,171 )
Other noninterest income 20,462 14,001 9,248
Total noninterest income 149,975 139,682 121,214
Noninterest expense
Salaries, wages, and employee benefits 289,063 175,619 162,597
Data processing 43,181 27,124 23,708
Net occupancy expense of premises 29,490 18,737 18,214
Furniture and equipment expenses 8,496 6,805 6,759
Professional fees 18,807 12,804 7,147
Amortization of intangible assets 16,614 10,057 10,432
Interchange expense 5,194 6,001 6,864
FDIC insurance 10,397 5,603 5,650
Other noninterest expense 58,959 38,744 43,700
Total noninterest expense 480,201 301,494 285,071
Income before income taxes 186,640 153,304 153,904
Income taxes 51,378 39,613 31,339
Net income 135,262 113,691 122,565
Dividends on preferred stock 9,876 — —
Net income available to common stockholders $ 125,386 $ 113,691 $ 122,565
Weighted average number of common shares outstanding
Basic 84,007,614 56,610,032 55,432,322
Diluted 85,133,626 57,543,001 56,256,148
Basic earnings per common share $ 1.49 $ 2.01 $ 2.21
Diluted earnings per common share 1.47 1.98 2.18
See accompanying Notes to Consolidated Financial Statements .
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net income $ 135,262 $ 113,691 $ 122,565
OCI:
Unrealized/Unrecognized gains (losses) on debt securities:
Net unrealized holding gains (losses) on debt securities available for sale 76,192 10,295 58,498
Reclassification adjustment for realized (gains) losses on debt securities available for sale included in net income 15,242 7,033 5,503
Amortization of unrecognized losses on securities transferred to held to maturity 4,981 5,481 6,189
Tax effect ( 26,038 ) ( 7,934 ) ( 20,006 )
Net change in unrealized/unrecognized gains (losses) on debt securities 70,377 14,875 50,184
Unrealized gains (losses) on cash flow hedges:
Net unrealized holding gains (losses) on cash flow hedges 7,780 ( 13,055 ) ( 2,567 )
Reclassification adjustment for realized (gains) losses on cash flow hedges included in net income 8,432 9,291 8,569
Tax effect ( 4,023 ) 653 ( 1,711 )
Net change in unrealized gains (losses) on cash flow hedges 12,189 ( 3,111 ) 4,291
OCI 82,566 11,764 54,475
Total comprehensive income $ 217,828 $ 125,455 $ 177,040
See accompanying Notes to Consolidated Financial Statements .
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Number of Shares Stock
(dollars in thousands) Preferred Common Preferred Common Additional
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2024 — 56,895,981 $ — $ 60 $ 1,360,530 $ 294,054 $ ( 207,039 ) $ ( 64,336 ) $ 1,383,269
Net income — — — — — 135,262 — — 135,262
OCI, net of tax — — — — — — 82,566 — 82,566
Stock issued in acquisition, net of stock issuance costs 7,750 33,148,268 — 33 808,022 — — — 808,055
Issuance of preferred stock, net of issuance costs
215,000 — — — 207,447 — — — 207,447
Repurchase of stock — ( 3,063,100 ) — — — — — ( 69,859 ) ( 69,859 )
Issuance of treasury stock for ESPP — 97,590 — — ( 488 ) — — 2,333 1,845
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 514,785 — — ( 17,566 ) — — 12,284 ( 5,282 )
Net issuance of treasury stock for SSARs exercised and related tax
— 30,906 — — ( 1,174 ) — — 722 ( 452 )
Cash dividends on preferred stock
— — — — — ( 9,876 ) — — ( 9,876 )
Cash dividends common stock at $ 1.00 per share
— — — — — ( 81,113 ) — — ( 81,113 )
Dividend equivalents on RSUs/PSUs/DSUs — — — — 1,620 ( 1,620 ) — — —
Stock-based compensation — — — — 17,120 — — — 17,120
Balance, December 31, 2025 222,750 87,624,430 $ — $ 93 $ 2,375,511 $ 336,707 $ ( 124,473 ) $ ( 118,856 ) $ 2,468,982
(continued)
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
Number of Shares Stock
(dollars in thousands) Preferred Common Preferred Common Additional
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2023 — 55,244,119 $ — $ 58 $ 1,323,595 $ 237,197 $ ( 218,803 ) $ ( 70,066 ) $ 1,271,981
Cumulative effect of change in accounting principal (ASU 2023-02) — — — — — ( 1,391 ) — — ( 1,391 )
Net income — — — — — 113,691 — — 113,691
OCI, net of tax — — — — — — 11,764 — 11,764
Stock issued in acquisition, net of stock issuance costs — 1,429,304 — 2 34,232 — — — 34,234
Issuance of treasury stock for ESPP — 58,843 — — ( 325 ) — — 1,515 1,190
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 163,387 — — ( 5,961 ) — — 4,207 ( 1,754 )
Net issuance of treasury stock for warrants exercised — 328 — — ( 11 ) — — 8 ( 3 )
Cash dividends common stock at $ 0.96 per share
— — — — — ( 54,169 ) — — ( 54,169 )
Stock dividend equivalents on RSUs/PSUs/DSUs — — — — 1,274 ( 1,274 ) — — —
Stock-based compensation — — — — 7,726 — — — 7,726
Balance, December 31, 2024 — 56,895,981 $ — $ 60 $ 1,360,530 $ 294,054 $ ( 207,039 ) $ ( 64,336 ) $ 1,383,269
(continued)
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
Number of Shares Stock
(dollars in thousands) Preferred Common Preferred Common Additional
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2022 — 55,279,124 $ — $ 58 $ 1,320,980 $ 168,769 $ ( 273,278 ) $ ( 70,552 ) $ 1,145,977
Net income — — — — — 122,565 — — 122,565
OCI, net of tax — — — — — — 54,475 — 54,475
Repurchase of stock — ( 227,935 ) — — — — — ( 4,482 ) ( 4,482 )
Issuance of treasury stock for ESPP — 59,845 — — ( 530 ) — — 1,541 1,011
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 132,091 — — ( 4,494 ) — — 3,401 ( 1,093 )
Net issuance of treasury stock for warrants exercised — 994 — — ( 17 ) — — 26 9
Cash dividends common stock at $ 0.96 per share
— — — — — ( 53,076 ) — — ( 53,076 )
Stock dividend equivalents on RSUs/PSUs/DSUs — — — — 1,061 ( 1,061 ) — — —
Stock-based compensation — — — — 6,595 — — — 6,595
Balance, December 31, 2023 — 55,244,119 $ — $ 58 $ 1,323,595 $ 237,197 $ ( 218,803 ) $ ( 70,066 ) $ 1,271,981
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash flows provided by (used in) operating activities
Net income $ 135,262 $ 113,691 $ 122,565
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses 52,743 7,495 2,860
Amortization of intangible assets 16,614 10,057 10,432
Amortization of mortgage servicing rights 663 997 2,785
Amortization of New Markets Tax Credit — — 8,999
Depreciation and amortization of premises and equipment 12,926 9,503 9,488
Net amortization (accretion) on portfolio loans ( 17,221 ) 4,372 6,971
Net amortization (accretion) of premium (discount) on investment securities 1,457 8,857 14,406
Net amortization (accretion) of premium (discount) on time deposits ( 1,710 ) 101 ( 270 )
Net amortization (accretion) of premium (discount) on FHLB advances and other borrowings 1,938 1,158 1,027
Impairment of OREO and other repossessed assets 422 — 100
Impairment of fixed assets held for sale 286 637 —
Impairment of mortgage servicing rights 154 — 1
Impairment of leases 28 — —
Unrealized (gains) losses recognized on equity securities, net ( 4,516 ) ( 931 ) 2,171
(Gain) loss on sales of equity securities, net — — ( 5,475 )
(Gain) loss on sales of debt securities, net 15,242 7,033 5,503
(Gain) loss on sales of mortgage servicing rights — ( 7,724 ) —
(Gain) loss on sales of loans, net ( 1,680 ) ( 1,761 ) ( 733 )
(Gain) loss on sales of OREO and other repossessed assets ( 302 ) ( 585 ) ( 46 )
(Gain) loss on sales of premises and equipment ( 2 ) ( 138 ) ( 450 )
(Gain) loss on life insurance proceeds ( 508 ) ( 895 ) ( 759 )
Increase in cash surrender value of bank owned life insurance ( 6,089 ) ( 4,235 ) ( 3,942 )
Provision for deferred income taxes 8,074 1,384 ( 2,920 )
Stock-based compensation 17,120 7,726 6,595
Proceeds from the sale of mortgage servicing rights — 9,796 —
Mortgage loans originated for sale ( 106,092 ) ( 104,176 ) ( 35,413 )
Proceeds from sales of mortgage loans 105,280 104,670 35,018
(Increase) decrease in other assets ( 10,319 ) 19,752 ( 17,888 )
Increase (decrease) in other liabilities ( 27,199 ) ( 8,517 ) 12,365
Net cash provided by operating activities $ 192,571 $ 178,267 $ 173,390
(continued)
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash flows provided by (used in) investing activities
Purchases of equity securities $ ( 919 ) $ ( 30,422 ) $ ( 6,617 )
Purchases of debt securities available for sale ( 546,278 ) ( 182,603 ) ( 10,436 )
Proceeds from sales of equity securities 6,487 25,303 11,644
Proceeds from sales of debt securities available for sale 531,795 101,361 105,044
Proceeds from paydowns and maturities of debt securities held to maturity 82,643 48,822 48,927
Proceeds from paydowns and maturities of debt securities available for sale 464,828 370,774 326,252
Purchases of restricted bank stock ( 35,278 ) ( 43,954 ) ( 30,957 )
Proceeds from the redemption of restricted bank stock 11,905 884 43,926
Purchases of loans ( 116,761 ) ( 14,602 ) —
Net decrease in loans 305,623 364,455 65,240
Net cash received in acquisitions (see Note 2 )
385,804 18,377 —
Cash paid for premiums on bank-owned life insurance ( 46 ) ( 74 ) ( 80 )
Proceeds from life insurance 4,485 3,092 2,292
Purchases of premises and equipment ( 19,618 ) ( 6,430 ) ( 9,533 )
Proceeds from disposition of premises and equipment 936 2,247 4,425
Net proceeds from OREO and other repossessed assets 21,958 673 860
Net cash provided by investing activities $ 1,097,564 $ 657,903 $ 550,987
Cash flows provided by (used in) financing activities
Net increase (decrease) in deposits $ ( 1,646,521 ) $ ( 701,605 ) $ 220,146
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 11,319 ( 32,969 ) ( 42,410 )
Proceeds from short-term borrowings 60,000
Repayment of short-term borrowings ( 71,158 ) ( 36,000 ) ( 335,000 )
Proceeds from other borrowings, net of debt issuance costs 40,000 — —
Repayment of other borrowings ( 129,172 ) ( 31,450 ) ( 16,054 )
Cash dividends paid ( 90,989 ) ( 54,169 ) ( 53,076 )
Purchase of treasury stock ( 69,859 ) — ( 4,482 )
Cash paid for withholding taxes on stock-based payments ( 5,282 ) ( 1,755 ) ( 1,093 )
Proceeds from (cash paid for) the exercise of stock options, warrants, and SSARs ( 452 ) ( 3 ) 9
Issuance of treasury stock for the ESPP 1,845 — —
Issuance of preferred stock, net of stock issuance costs 207,447 — —
Common stock issuance costs ( 920 ) ( 141 ) —
Net cash used in financing activities $ ( 1,693,742 ) $ ( 858,092 ) $ ( 231,960 )
Net increase (decrease) in cash and cash equivalents $ ( 403,607 ) $ ( 21,922 ) $ 492,417
Cash and cash equivalents, beginning of period 697,659 719,581 227,164
Cash and cash equivalents, ending of period $ 294,052 $ 697,659 $ 719,581
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 320,008 $ 208,359 $ 135,482
Non-cash investing and financing activities:
OREO and other repossessed assets acquired in settlement of loans $ 22,772 $ 26 $ 189
Transfer of loans held for sale to portfolio loans 359 — —
See accompanying Notes to Consolidated Financial Statements .
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
First Busey Corporation is a financial holding company organized under the laws of Nevada. First Busey Corporation’s subsidiaries provide retail and commercial banking services and payment technology solutions, and offer a full range of financial products and services including depository, lending, security brokerage, investment management, and fiduciary services, to individual, corporate, institutional, and governmental customers through their locations in Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico. First Busey Corporation and its subsidiaries are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies.
Busey’s accounting and reporting policies conform to GAAP. The Consolidated Financial Statements include the accounts of First Busey Corporation and its subsidiaries, which include Deed of Trust Services Corporation, and Busey Bank, including Busey Bank’s wholly-owned subsidiaries Busey Capital Management, Inc., CrossFirst Investments, Inc., FirsTech, Inc., and Pulaski Service Corporation. Further, until its dissolution on December 18, 2023, First Busey Risk Management, Inc. was a subsidiary of First Busey Corporation and included in Busey’s Consolidated Financial Statements . Operating results generated from acquired businesses are included with Busey’s results of operations starting from each date of acquisition. First Busey Corporation and its subsidiaries maintain various limited liability companies that hold specific assets for risk mitigation purposes and are consolidated into Busey’s Consolidated Financial Statements . Intercompany balances and transactions have been eliminated in consolidation.
Because Busey is not the primary beneficiary, the Consolidated Financial Statements exclude the following wholly-owned variable interest entities: CrossFirst Holdings Statutory Trust I, First Busey Statutory Trust II, First Busey Statutory Trust III, First Busey Statutory Trust IV, Merchants and Manufacturers Bank Statutory Trust I, Pulaski Financial Statutory Trust I, and Pulaski Financial Statutory Trust II.
Use of Estimates
In preparing the accompanying Consolidated Financial Statements in conformity with GAAP, Busey’s management is required to make estimates and assumptions that affect the amounts reported on the Consolidated Financial Statements and the disclosures provided. Actual results could differ from those estimates. Material estimates which are particularly susceptible to significant change in the near-term relate to the fair value of assets acquired and liabilities assumed in business combinations, goodwill, income taxes, and the determination of the ACL.
Trust Assets
Assets held for customers in a fiduciary or agency capacity, other than trust cash on deposit at Busey Bank, are not Busey’s assets and, accordingly, are not included in the accompanying Consolidated Financial Statements . Busey had assets under care of $ 15.66 billion at December 31, 2025, and $ 13.83 billion at December 31, 2024.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, and interest-bearing deposits held with other financial institutions. The carrying amount of these instruments is considered a reasonable estimate of fair value.
Busey maintains its cash in deposit accounts, the balance of which, at times, may exceed federally insured limits. Busey has not experienced any losses in such accounts. Management believes Busey is not exposed to any significant credit risk on cash and cash equivalents.
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restrictions on Cash and Cash Equivalents
At December 31, 2025, cash and cash equivalents included $ 13.6 million contractually restricted by a third-party service provider, $ 14.4 million pledged to secure obligations under derivative contracts, and $ 68.1 million of reserved cash subject to call by the Federal Reserve Bank, as a member of the Federal Reserve System.
Business Combinations
Business combinations are accounted for under ASC Topic 805 “Business Combinations” using the acquisition method of accounting. The acquisition method of accounting requires that the assets acquired and the liabilities assumed are recognized, measured at their estimated fair values, as of the date Busey obtains control of the acquiree (the acquisition date). To estimate fair values of assets acquired and liabilities assumed, Busey may utilize third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. Further, management assumptions require consideration of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors.
Operating results generated from acquired businesses are included with Busey’s results of operations starting from each acquisition date. Acquisition related costs are costs that Busey incurs to effect a business combination, and may include legal, accounting, valuation, other professional or consulting fees, system conversions, and marketing costs. Busey accounts for acquisition related costs by recording them as expenses in the periods in which the costs are incurred and the services are received. Costs that Busey expects, but is not obligated to incur in the future, to effect its plan to exit an activity of an acquiree or to terminate the employment of an acquiree’s employees are not liabilities at the acquisition date. Instead, Busey recognizes these costs in its post-combination Consolidated Financial Statements in accordance with other applicable accounting guidance.
For additional information relating to Busey’s business combination activities, see “ Note 2. Business Combinations .”
Investment Securities
Debt Securities Available for Sale
Debt securities classified as available for sale are those debt securities that Busey intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on factors including significant movements in interest rates, changes in the maturity mix of Busey's assets and liabilities, liquidity needs, changes in investment strategy or outlook, regulatory capital considerations, and other similar factors. Debt securities available for sale are carried at fair value, with unrealized gains and losses reported in OCI, net of taxes.
Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. The amortization period for certain callable debt securities held at a premium are amortized to the earliest call date, while discounts on debt securities are amortized to maturity. Gains and losses on the sale of debt securities available for sale are recorded on the trade date and are determined using the specific identification method.
Debt securities available for sale are not within the scope of the current expected credit losses methodology, however, the accounting for credit losses on these securities is affected by ASC Subtopic 326-30 “Financial Instruments-Credit Losses—Available-for-Sale Debt Securities.” A debt security available for sale is impaired if the fair value of the security declines below its amortized cost basis. To determine the appropriate accounting, Busey must first determine if it intends to sell the security or if it is more likely than not that it will be required to sell the security before the fair value increases to at least the amortized cost basis. If either of those selling events is expected, Busey will write down the amortized cost basis of the security to its fair value. This is achieved by writing off any previously recorded allowance, if applicable, and recognizing any incremental impairment through earnings. If Busey neither intends to sell the security nor believes it is more likely than not that the Company will be required to sell the security before the fair value recovers to the amortized cost basis, Busey must determine whether any of the decline in fair value has resulted from a credit loss, or if it is entirely the result of noncredit factors.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Busey considers the following factors in assessing whether the decline is due to a credit loss:
• Extent to which the fair value is less than the amortized cost basis;
• Adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors);
• Payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;
• Failure of the issuer of the security to make scheduled interest or principal payments; and
• Any changes to the rating of the security by a rating agency.
Impairment related to a credit loss must be measured using the discounted cash flow method. Credit loss recognition is limited to the fair value of the security. Impairment is recognized by establishing an allowance for the debt security through the provision for credit losses. Impairment related to noncredit factors is recognized in AOCI, net of applicable taxes. Busey did not recognize any credit impairment on debt securities available for sale in 2025, 2024, or 2023.
Debt Securities Held to Maturity
Debt securities classified as held to maturity are those debt securities that Busey has the intent and ability to hold to maturity and are carried at amortized cost. In 2022, Busey elected to transfer a portion of the agency mortgage-backed securities portfolio from available for sale to held to maturity. While held to maturity securities are within the scope of CECL, the standard allows for an assumption of zero credit losses when the expectation of non-payment is zero. The risk of credit loss related to mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises is considered zero, therefore requiring no allowance to be recorded.
Accrued interest receivable for both debt securities available for sale and debt securities held to maturity totaled $ 12.5 million at December 31, 2025, and is excluded from the estimate of credit losses. Accrued interest receivable is reported in other assets on the Consolidated Balance Sheets .
For additional information relating to Busey’s debt securities available for sale and debt securities held to maturity, see “ Note 3. Debt Securities .”
Equity Securities
Equity securities are carried at fair value with changes in fair value recognized in earnings.
Loans Held for Sale
Loans held for sale include mortgage loans which Busey intends to sell to investors and/or the secondary mortgage market.
Busey accounts for loans held for sale at LOCOM. Loans held for sale are carried at amortized historical cost less loan write-offs and downward fair value adjustments, as may be applicable. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains and losses on sales of loans are recognized at settlement dates and are determined by the difference between the sales proceeds and the carrying amount, net of the value of any servicing assets for loans that were sold with servicing rights retained.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Servicing
Servicing assets are recognized when servicing rights are acquired or retained through the sale of mortgage and government-guaranteed commercial loans. The unpaid principal balances of loans serviced by Busey for the benefit of others totaled $ 667.9 million as of December 31, 2025, and $ 582.5 million as of December 31, 2024, and are not included in the accompanying Consolidated Balance Sheets . During the first quarter of 2024, Busey sold the mortgage servicing rights on approximately $ 923.5 million of one- to four-family mortgage loans for an estimated pre-tax gain of $ 7.5 million, which enabled Busey to sell available-for-sale debt securities with a book value of approximately $ 108.2 million for a pre-tax loss of $ 6.8 million.
Servicing rights are initially recorded at estimated fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing income. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. The amortization of mortgage servicing rights is included in mortgage revenue. The amortization of government-guaranteed commercial loan servicing rights is included in other income.
Servicing rights are periodically evaluated for impairment based on the fair value of those rights as compared to the carrying amount. Fair values are estimated using discounted cash flows based on expected prepayment rates and other inputs. For purposes of measuring impairment, servicing rights are stratified by one or more predominant characteristics of the underlying loans. A valuation allowance is recognized in the amount by which the amortized cost of the rights for each stratum exceeds its fair value, if any. If Busey later determines that all or a portion of the impairment no longer exists for a particular group of loans, a reversal of the allowance may be recorded in current period earnings. Busey had $ 0.2 million of impairment recorded at December 31, 2025, and an immaterial amount at December 31, 2024.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.
Portfolio Loans
Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, are reported at the principal balance outstanding, net of purchase premiums and discounts, deferred origination fees and costs, charge-offs, and the ACL.
Loan origination fees, net of certain direct loan origination costs, are deferred and the net amount is amortized as an adjustment of the related loan’s yield. Busey amortizes the net amount over the contractual life of the related loan.
Syndication fees are earned when Busey is the lead agent in structuring, arranging, and administering a syndicated loan. These fees are recognized as other noninterest income when the syndication is complete, except when a portion of the loan is retained, in which case Busey’s loan policies would apply.
Interest income is accrued daily on outstanding loan balances. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Past due status is based on the contractual terms of the loan.
Interest accrued but not collected for loans that are charged-off or placed on non-accrual status is reversed against interest income. The interest on non-accrual loans is accounted for on the cost-recovery method, until returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
For additional information relating to Busey’s portfolio loans, see “ Note 4. Portfolio Loans .”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Modifications
Busey’s loan portfolio includes certain loans that have been modified in accordance with loan refinancing and restructuring guidance in ASC Subtopic 310-20-35-9 through 35-11 “Receivables—Nonrefundable Fees and Other Costs—Subsequent Measurement—Loan Refinancing or Restructuring” for borrowers experiencing financial difficulty. For additional information about loan modifications for borrowers experiencing financial difficulty, see “ Note 4. Portfolio Loans .”
Allowance for Credit Losses
The ACL is a significant estimate on Busey’s Consolidated Financial Statements , affecting both earnings and capital. The ACL is a valuation account that is deducted from the portfolio loans’ amortized cost bases to present the net amount expected to be collected on the portfolio loans. A portfolio loan balance is charged-off against the ACL when management believes that balance is uncollectible. Recoveries will be recognized up to the aggregate amount of previously charged-off balances. The ACL is established through the provision for credit loss charged to income.
A loan’s amortized cost basis is comprised of the unpaid principal balance of the loan net of charge-offs, accrued interest receivable, purchase premiums or discounts, and net deferred origination fees or costs. Busey has estimated its allowance on the amortized cost basis of the loans, exclusive of government guaranteed loans and accrued interest receivable. As permitted under the practical expedient provided within ASC 326-20-35-6, Busey did not record an ACL for its Life Equity Loan ® portfolio due to no expected credit loss at default. Busey writes off uncollectible accrued interest receivable in a timely manner and has elected to not measure an allowance for accrued interest receivable. Busey presents the aggregate amount of accrued interest receivable for all financial instruments in other assets on the Consolidated Balance Sheets and the balance of accrued interest receivable is disclosed in “ Note 20. Fair Value Measurements. ”
Busey’s methodology influences, and is influenced by, Busey’s overall credit risk management processes. The ACL is managed in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. The ACL must be determined on a collective (pool) basis when similar risk characteristics exist. On a case-by-case basis, Busey may conclude that a loan should be evaluated on an individual basis based on disparate risk characteristics.
The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amortized cost basis. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions such as changes in unemployment rates, property values, and other relevant factors. The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information. Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate.
Factors that influence Busey’s calculation of its ACL include changes in economic conditions and forecasts, originated and acquired loan portfolio composition, prepayment speeds, credit performance trends, portfolio duration, and other factors.
For additional information relating to Busey’s ACL, see “ Note 4. Portfolio Loans .”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets Purchased with Credit Deterioration
Acquired loans are separated into two categories based on the credit risk characteristics of the underlying borrowers: (1) PCD, for loans which have experienced more than insignificant credit deterioration since origination, or (2) all other loans.
For PCD loans, an ACL is determined at the date of acquisition using the same methodology as other loans held for investment. This initial ACL, when determined on a collective basis, is allocated to the individual loans, and the sum of each loan’s purchase price and ACL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. The ACL on PCD loans is recorded in the acquisition accounting and no provision for credit losses is recognized at the acquisition date. Subsequent changes to the ACL are recorded as a charge to the provision for credit losses.
For all other loans, an ACL is established immediately after the acquisition through a charge to the provision for credit losses.
For additional information relating to Busey’s PCD assets, see “ Note 2. Business Combinations ” and “ Note 4. Portfolio Loans .”
Other Real Estate Owned and Other Repossessed Assets
OREO and other repossessed assets represent properties and other assets acquired through foreclosure or other proceedings in settlement of loans. OREO and other repossessed assets are recorded at the fair value of the property or asset, less estimated costs of disposal, which establishes a new cost basis. Any adjustment to fair value at the time of transfer to OREO or other repossessed assets is charged to the ACL. OREO property and other repossessed assets are evaluated regularly to ensure the recorded amount is supported by its current fair value; write downs or valuation allowances to reduce the carrying amount to fair value less estimated costs to dispose are recorded, as necessary. OREO and other repossessed assets are included in other assets on the Consolidated Balance Sheets . Revenue, expense, gains, and losses from the operations of foreclosed assets are included in earnings.
For additional information relating to Busey’s OREO and other repossessed assets, see “ Note 5. Other Real Estate Owned and Other Repossessed Assets .”
Long-Lived Assets
Long-lived assets, including premises and equipment, right of use assets, and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows from operations of the asset are less than the carrying value of the asset. Cash flows used for this analysis are those directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset. Any impairment loss is measured as the amount by which the carrying value of the asset class exceeds its fair value.
Premises and Equipment
Land is carried at cost less accumulated depreciation of depreciable land improvements. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. The estimated useful lives for premises and equipment are:
Asset Description Estimated Useful Life
Buildings and improvements 3 — 40 years
Furniture and equipment 3 — 10 years
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Premises and equipment are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
Bank property held for sale, included in premises and equipment, represents certain banking center office buildings which Busey had closed and consolidated with other existing banking centers. Bank property held for sale is measured at the lower of amortized cost or estimated fair value less estimated costs to sell, and depreciation has been stopped.
For additional information relating to Busey’s premises and equipment, see “ Note 6. Premises and Equipment .”
Leases
A determination is made at inception if an arrangement contains a lease. For arrangements containing leases, Busey classifies the lease as either operating, finance, or short-term. Busey recognizes operating and finance leases as right of use assets and corresponding lease liabilities. Right of use assets are recognized on the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using the rate implicit in the lease or Busey’s incremental borrowing rate.
ASC Topic 842 “Leases” requires the use of the rate implicit in the lease whenever this rate is readily determinable. If not readily determinable, Busey uses its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to Busey’s adoption of ASC Topic 842 on January 1, 2019, Busey used a borrowing rate that corresponded to the lease term remaining as of the date of adoption of ASC Topic 842.
Busey’s lease agreements often include one or more options to renew at Busey’s discretion. When Busey considers the exercise of a renewal option to be reasonably certain, contractual fixed lease payments for the renewal term are included in the calculation of the right of use asset and lease liability.
Right of use assets are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
Operating Leases
Right of use assets for operating leases are included in other assets on the Consolidated Balance Sheets . Lease liabilities for operating leases are included in other liabilities on the Consolidated Balance Sheets .
Lease costs for operating leases are recognized on a straight-line basis over the lease term. Lease costs are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income . Variable lease payments are expensed as incurred.
Finance Leases
Right of use assets for finance leases and the related accumulated amortization are included in premises and equipment, net, on the Consolidated Balance Sheets . Lease liabilities for finance leases are included in long-term borrowings on the Consolidated Balance Sheets . Repayments of the principal portion of finance lease liabilities are reflected as financing activities on the Consolidated Statements of Cash Flows .
Lease costs for finance leases are composed of interest expense and amortization expense. Interest expense on finance leases is reflected as interest expense on long-term borrowings on the Consolidated Statements of Income . Amortization expense on finance leases is reflected as noninterest expense for net occupancy of premises on the Consolidated Statements of Income .
Busey had one finance lease as of December 31, 2025, which was acquired through its acquisition of CrossFirst.
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Short-term Leases
Leases with terms of twelve months or less are classified as short-term leases. Busey made an accounting policy election to not recognize short-term leases on the balance sheet. Lease costs for short-term leases are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income .
For additional information relating to Busey’s leases, see “ Note 7. Leases .”
Goodwill and Other Intangibles
Goodwill represents the excess of consideration transferred in a business combination over the fair value of the net assets acquired. Goodwill is not amortized but is subject to at least annual impairment assessments. A separate goodwill impairment assessment is performed for each reporting unit on the goodwill that has been allocated to it. A reporting unit is a component of an operating segment that constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. Busey’s reporting units are the same as its operating segments. Busey has established December 31 as the annual impairment assessment date for each of its reporting units. As part of this assessment, each reporting unit's carrying value is compared to its fair value.
Busey estimates the fair value of its reporting units as of the measurement date utilizing valuation methodologies including comparable company analysis and precedent transaction analysis. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. There was no impairment as of December 31, 2025 or 2024.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from acquisitions. Other intangible assets are amortized over their estimated useful lives, and are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
For additional information relating to Busey’s goodwill and other intangible assets, see “ Note 8. Goodwill and Other Intangible Assets .”
Cash Surrender Value of Bank Owned Life Insurance
Busey has purchased, or acquired through acquisitions, life insurance policies on certain executives and senior officers. Life insurance is recorded at its cash surrender value, which approximates its fair value.
Busey maintains a liability for post-employment benefits related to split-dollar life insurance arrangements. In an endorsement split-dollar life insurance arrangement, the employer owns and controls the policy, and the employer and employee split the life insurance policy’s cash surrender value and/or death benefits. If the employer agrees to maintain a life insurance policy during the employee’s retirement, the present value of the cost of maintaining the insurance policy is accrued over the employee’s active service period. Similarly, if the employer agrees to provide the employee with a death benefit, the present value of the death benefit is accrued over the employee’s active service period. Busey accrued liabilities for these arrangements totaling $ 5.5 million as of December 31, 2025, and $ 5.7 million as of December 31, 2024. Liabilities for post-employment benefits are included in other liabilities on the Consolidated Balance Sheets .
Restricted Bank Stock
During the fourth quarter of 2024, Busey Bank became a member of the Federal Reserve System. Federal Reserve member banks are required to own a certain amount of Federal Reserve Bank stock. Busey's investment in Federal Reserve Bank stock was $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024. Busey’s investment in Federal Reserve Bank stock represents approximately half of the total required subscription, and the remaining half is unpaid and remains subject to call by the Federal Reserve Bank. As such, Busey reserved cash of $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Busey Bank is also a member of the FHLB system. FHLB members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors, and may invest in additional amounts. Busey's investment in FHLB stock was $ 8.9 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.
In connection with the CrossFirst acquisition, Busey acquired Bankers’ Bank of the West Bancorp, Inc. bank stock and has an immaterial amount as of December 31, 2025.
Federal Reserve Bank stock, FHLB stock, and Bankers’ Bank of the West Bancorp, Inc. bank stock are carried at cost in restricted bank stock on the Consolidated Balance Sheets . Cash reserves are included in interest-bearing deposits as part of Busey’s total cash and cash equivalents balances reported on the Consolidated Balance Sheets . Dividends are reported as interest income on the Consolidated Statements of Income . Dividend income is accrued on Federal Reserve Bank stock and is recognized when declared on FHLB stock.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from Busey’s assets, (2) the transferee obtains the right to pledge or exchange the assets it receives, and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor, and (3) Busey does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. When transfers of financial assets fail to meet these criteria, those transfers are accounted for as secured borrowings.
Income Taxes
Busey is subject to income taxes in U.S. federal and various state jurisdictions. First Busey Corporation and its subsidiaries file consolidated federal and state income tax returns with each subsidiary computing its taxes on a separate entity basis. Busey monitors evolving federal and state tax legislation and its potential impact on operations on an ongoing basis.
On July 4, 2025, federal legislation was enacted, commonly referred to as the "One Big Beautiful Bill Act" ("OBBBA"), which made many tax provisions of the 2017 Tax Cuts and Jobs Act ("TCJA") permanent. It also introduced several notable amendments to TCJA. Most notably, OBBBA reinstated immediate expensing of domestic research and development expenditures, 100% bonus depreciation on qualifying assets placed in service after January 19, 2025, favorable modifications to Section 163(j) of the Internal Revenue Code, and provided incentives for financial institutions to increase lending in rural and agricultural communities. The effects of this legislation have been reflected in the December 31, 2025, Consolidated Financial Statements . Busey has determined that the impact of this legislation on future reporting periods is not expected to be material.
Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, which requires significant judgment. Positions taken in tax returns may be subject to challenge upon examination by the taxing authorities. Uncertain tax positions are initially recognized on the Consolidated Financial Statements when it is more likely than not the position will not be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. When applicable, Busey recognizes interest accrued related to unrecognized tax benefits and penalties in operating expenses. Busey had no accruals for payments of interest and penalties related to uncertain tax positions at December 31, 2025. The federal and state tax returns filed by First Busey Corporation and its subsidiaries remain subject to examination by taxing authorities for three years.
Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that the deferred tax assets will not be realized. The determination of the recoverability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For additional information relating to Busey’s income taxes, see “ Note 13. Income Taxes .”
Tax Credit Investments and Other Investments in Unconsolidated Entities
Busey has invested in certain tax-advantaged projects promoting affordable housing, community development, and renewable energy sources. These investments are designed to generate returns primarily through the realization of federal and state income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. Busey accounts for investments in tax-advantaged projects using the proportional amortization method. Income tax credits and other tax benefits, net of investment amortization, were included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income .
In addition, Busey has private equity investments, which are primarily in funds that invest in small businesses across diverse sectors including, but not limited to, financial technology, business services, manufacturing, agribusiness, healthcare, software as a service, and environmental, or supporting the preservation of affordable housing.
Private equity investments in unconsolidated entities involve significant management judgments, including a determination of which entities have the power to direct activities, and whether these entities are variable interest entities. Busey is required to evaluate whether to consolidate a variable interest entity at both inception and on an ongoing basis. Busey is not required to consolidate variable interest entities in which it has concluded it does not have a controlling financial interest and is not the primary beneficiary. Busey’s maximum exposure to loss related to its investments in these unconsolidated variable interest entities is limited to the carrying amount of the investments and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. Busey believes potential losses from these investments are unlikely.
Private equity investments are accounted for under the equity method, utilizing the practical expedient to fair value measurement, as appropriate. Most of these investments support Busey’s regulatory compliance with the Community Reinvestment Act.
For additional information relating to Busey’s tax credit and other investments, see “ Note 14. Tax Credit Investments and Other Investments in Unconsolidated Entities .”
Stock-Based Compensation
Busey’s equity incentive plans are designed to encourage ownership of its common stock by its employees and directors, to provide additional incentive for them to promote the success of Busey’s business, and to attract and retain talented personnel.
Stock Options
Busey has outstanding stock options assumed from acquisitions. All stock options that remained outstanding as of December 31, 2025, were fully vested.
Stock-Settled Appreciation Rights
Busey assumed SSARs in connection with the CrossFirst acquisition. The fair value of each SSAR was estimated at the acquisition date using a Monte Carlo simulation.
2020 Equity Plan
The 2020 Equity Plan was originally approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan, as originally approved, can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020 . Upon the 2020 Equity Plan’s original approval, it replaced the 2010 Equity Incentive Plan and the First Community 2016 Equity Incentive Plan, which, from time to time, Busey used to grant equity awards to legacy employees of First Community. Under the terms of the 2020 Equity Plan, Busey has granted RSU, DSU, and PSU awards.
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An amendment to and restatement of the 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. The terms of the amended and restated 2020 Equity Plan are substantially identical to those of the originally approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023 .
All of Busey’s employees and directors and those of its subsidiaries are eligible to receive awards under the plans.
RSU Awards
Busey grants RSU awards to members of management periodically throughout the year. RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria. Each RSU represents the future right to receive one share of Busey’s common stock. Busey’s RSUs have requisite service periods ranging from one year to five years , and are subject to accelerated vesting upon eligible retirement from Busey. Recipients earn quarterly dividend equivalents on their respective RSUs, which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.
PSU Awards
Busey grants PSU awards to members of management periodically throughout the year. PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and remaining employed through the end of such performance period. Each PSU represents the future right to receive one share of Busey’s common stock. The number of PSUs that ultimately vest will be determined based on the extent to which the established performance criteria are achieved. Busey’s PSUs are subject to accelerated service-based vesting conditions upon eligible retirement from Busey. After performance determination, dividend equivalents are compounded based upon each dividend date during the performance period.
DSU Awards
Busey grants DSU awards to its non-employee directors. DSU awards are stock-based awards with a deferred settlement date. Each DSU represents the future right to receive one share of Busey’s common stock. DSUs vest over a one-year period following the grant date. Under the 2020 Equity Plan, DSUs are generally subject to the same terms as RSUs, except that following vesting of DSUs, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.
Employee Stock Purchase Plan
The First Busey Corporation ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders and details can be found in Appendix A within First Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021 . The purpose of the ESPP is to provide a means through which Busey associates may acquire a proprietary interest in the Company by purchasing shares of its common stock at a discounted price through voluntary payroll deductions, to assist in retaining the services of current associates and securing and retaining the services of new associates, and to provide incentives for Busey associates to exert maximum efforts toward the Company’s success.
Because the ESPP provides the opportunity for Busey associates to purchase Busey’s common stock at a 15 % discount from the market price, the plan is considered to be a compensatory plan under current accounting guidance. Therefore, the entire amount of the discount is recognized in salaries, wages, and employee benefits on the Consolidated Statements of Income .
For additional information relating to Busey’s stock-based compensation, see “ Note 16. Stock-Based Compensation .”
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred Stock
Busey’s Series A Non-Cumulative Perpetual Preferred Stock
On March 1, 2025, in connection with the CrossFirst acquisition, Busey issued 7,750 shares of Busey Series A Preferred Stock, which were issued to holders of shares of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock. The Busey Series A Preferred Stock bears a dividend rate of 8.00 % per annum on the liquidation preference of $ 1,000 per share. Dividend payments commenced with the June 15, 2025, payment date. The Busey Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Busey Series A Preferred Stock, in whole or in part, on or after March 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date of redemption. Additional information about the Busey Series A Preferred Stock can be found in (a) Busey’s Form 8‑K filed with the SEC on August 27, 2024 , and the Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc. filed therewith; and (b) Busey ’ s Form 8 ‑ K filed with the SEC on March 3, 2025 , and the Certificate of Designation of Series A Non -Cumulative Perpetual P referred Stock of First Busey Corporation filed therewith.
Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
On May 20, 2025, Busey issued 8,600,000 depositary shares (the “Depositary Shares,”), which are traded on The Nasdaq Global Select Market under the symbol “BUSEP.” Each Depositary Share represents a 1/40th interest in a share of Busey Series B Preferred Stock. The Series B Preferred Stock has a liquidation preference of $ 1,000 per share (equivalent to $ 25 per Depositary Share). Dividend payments for the Series B Preferred Stock commenced with the September 1, 2025, payment date. The Series B Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Series B Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after June 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share (equivalent to $ 25 per Depositary Share) plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption. Additional information about the Depositary Shares and the Series B Preferred Stock can be found in Busey’s Form 8-K filed with the SEC on May 20, 2025 , and the exhibits filed therewith.
Preferred Stock Summary
The following table summarizes Busey’s preferred stock issuances as of December 31, 2025:
Title of Each Issue Shares Authorized Shares Issued Shares Outstanding Balance Per Share Preference in Liquidation Aggregate Liquidation Preference
($ in 000's)
Preferred stock, $ 0.001 par value:
1,000,000
Series A Non-Cumulative Perpetual Preferred Stock 7,750 7,750 7,750 $ 7.75 $ 1,000.00 $ 7,750
8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
230,000 215,000 215,000 $ 215.00 $ 1,000.00 $ 215,000
Busey had no preferred stock issuances as of December 31, 2024.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in preferred stock issued are presented in the following table:
Years Ended December 31,
Title of Each Issue 2025 2024 2023
Series A Non-Cumulative Perpetual Preferred Stock $ 7.75 $ — $ —
8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
215.00 — —
Treasury Stock
Treasury stock acquired is recorded at cost. Treasury stock issued is valued based on the “first-in, first-out” method. Gains and losses on issuance are recorded as increases or decreases to additional paid-in capital.
Off-Balance Sheet Arrangements
In the normal course of business, to meet the financing needs of its customers, Busey is a party to credit-related financial instruments with off-balance-sheet risk, including commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the Consolidated Balance Sheets . Busey’s exposure to credit loss is represented by the contractual amount of the commitments. Busey uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as no condition established in the contract has been violated. These commitments are generally at variable interest rates, they generally have fixed expiration dates or other termination clauses, and they may require the customer to pay a fee. Commitments for lines of credit may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. These commitments may be secured based on management’s credit evaluation of the borrower.
Standby letters of credit are conditional commitments Busey has issued to guarantee the performance of a customer’s obligation to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements, including bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Busey holds collateral, which may include accounts receivable, inventory, property and equipment, and income producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, Busey would be required to fund the commitment. If the commitment is funded, Busey would be entitled to seek recovery from the customer.
Busey estimates expected credit losses for off-balance sheet arrangements over the contractual period during which it is exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. To be considered unconditionally cancellable for accounting purposes, Busey must have the ability to, at any time, with or without cause, refuse to extend credit under the commitment. Off-balance-sheet credit exposure segments share the same risk characteristics as portfolio loans. Busey incorporates a probability of funding and utilizes the ACL loss rates to calculate a reserve for off-balance-sheet credit exposure, which is carried on the Consolidated Balance Sheets as a component of the ACL. The reserve for off-balance-sheet credit exposure is adjusted as a provision for unfunded commitments and is reported as a component of the provision for credit losses in the accompanying Consolidated Statements of Income . Liabilities recorded as reserves for Busey’s off-balance sheet credit exposure under these commitments totaled $ 13.0 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.
For additional information relating to Busey’s off-balance sheet arrangements, see “ Note 18. Outstanding Commitments and Contingent Liabilities .”
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Financial Instruments
Busey utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. Additionally, Busey enters into derivative financial instruments, including interest rate lock commitments issued to residential loan customers for loans that will be held for sale, forward sales commitments to sell residential mortgage loans to investors, and interest rate swaps with customers and other third parties.
Interest Rate Swaps Designated as Cash Flow Hedges
Busey entered into derivative instruments designated as cash flow hedges. For a derivative instrument that qualifies and is designated as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, and in the same category affected by the hedged transaction on the Consolidated Statements of Income . Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.
Interest Rate Swaps Not Designated as Hedges
Busey may offer derivative contracts to its customers in connection with their risk management needs. Busey manages the risk associated with these contracts by entering into equal and offsetting derivatives with third-party dealers. Generally, these derivatives have worked together as an economic interest rate hedge, but Busey did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred. Swap fee revenue is typically recognized upon completion of Busey’s performance obligation.
Interest Rate Lock Commitments
Interest rate lock commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Financial Statements , with changes in the fair values of the corresponding derivative financial assets or liabilities recorded as either a charge or credit to mortgage revenue during the period in which the changes occurred.
Forward Sales Commitments
Busey economically hedges mortgage loans held for sale and interest rate lock commitments issued to its residential loan customers related to loans that will be held for sale by obtaining corresponding forward sales commitments with an investor to sell the loans at an agreed-upon price at the time the interest rate locks are issued to the customers. Forward sales commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Financial Statements . While such forward sales commitments generally served as an economic hedge to mortgage loans held for sale and interest rate lock commitments, Busey did not designate them for hedge accounting treatment. Changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to mortgage revenue during the period in which the changes occurred.
Risk Participation Agreements
To manage the credit risk exposure related to customer-facing swaps, Busey entered into risk participation agreements in conjunction with loan participation arrangements with other financial institutions. These agreements transfer credit risk related to an interest rate swap between Busey and another financial institution. Risk participation agreements that Busey has entered into are structured as follows:
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• Busey has a swap agreement with a customer. Busey (purchaser) entered into a risk participation agreement with a counterparty (seller), under which the counterparty receives a fee to accept a portion of the credit risk. If Busey’s customer defaults on the swap contract, the counterparty to the risk participation agreement must reimburse Busey for the counterparty's percentage of the positive fair value (from the purchaser’s perspective) of the customer swap as of the default date. If the customer swap has a negative fair value (from the purchaser’s perspective), the counterparty has no reimbursement requirements. If Busey’s customer defaults on the swap contract and the counterparty (seller) fulfills its payment obligations under the risk participation agreement, the counterparty (seller) is entitled to a pro rata share of Busey’s claim against the customer under the terms of the swap agreement.
• A counterparty has a swap agreement with a customer. Busey (seller) entered into a risk participation with a counterparty (purchaser), under which Busey receives a fee to accept a portion of the credit risk. If the counterparty’s customer defaults on the swap contract, Busey must reimburse the counterparty (purchaser) for Busey's percentage of the positive fair value (from the purchaser’s perspective) of the customer swap as of the default date. If the customer swap has a negative fair value (from the purchaser’s perspective), Busey has no reimbursement requirements. If the counterparty’s customer defaults on the swap contract and Busey (seller) fulfills its payment obligations under the risk participation agreement, Busey (seller) is entitled to a pro rata share of the counterparty’s claim against the customer under the terms of the swap agreement.
For additional information relating to Busey’s derivative financial instruments, see “ Note 19. Derivative Financial Instruments .”
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.
For additional information relating to Busey’s fair value measurements, see “ Note 20. Fair Value Measurements .”
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. However, certain changes in assets and liabilities, such as unrealized gains and losses on available for sale debt securities and unrealized gains and losses on cash flow hedges, are reported net of taxes as a separate component within the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. Busey uses the specific identification method to determine the cost of securities sold and the amounts to be reclassified out of AOCI into earnings. Income tax effects of these items are released from AOCI contemporaneously with the related gross pretax amount.
Operating Segments
Operating segments are components of a business that (1) engage in business activities from which the component may earn revenues and incur expenses; (2) have operating results that are reviewed regularly by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance; and (3) for which discrete financial information is available. Busey’s chief executive officer is its chief operating decision maker. Busey’s has three reportable segments: Banking, Wealth Management, and FirsTech.
For additional information relating to Busey’s operating segments, see “ Note 23. Operating Segments and Related Information .”
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue
ASC Topic 606 “Revenue from Contracts with Customers” outlines a single model for companies to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry-specific guidance. ASC Topic 606 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract and establishes additional disclosures. Busey’s revenue is comprised of net interest income, which is explicitly excluded from the scope of ASC Topic 606, and noninterest income. Busey has evaluated its noninterest income and the nature of its contracts with customers and determined that further disaggregation of revenue beyond what is presented in the accompanying Consolidated Financial Statements is not necessary. Busey satisfies its performance obligations on its contracts with customers as services are rendered, so there is limited judgment involved in applying ASC Topic 606 that affects the determination of the timing and amount of revenue from contracts with customers.
Descriptions of Busey’s primary revenue generating activities that are within the scope of ASC Topic 606, and are presented in the accompanying Consolidated Statements of Income as components of noninterest income, include wealth management fees, payment technology solutions, and fees for customer services.
Wealth Management Fees
Wealth management fees represent fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, trust services, farm management, and other fiduciary activities. Also included are fees received from a third-party broker-dealer as part of a revenue sharing agreement for fees earned from customers that Busey refers to the third party. Revenue is recognized when the performance obligation is completed, which is generally monthly.
Payment Technology Solutions
Payment technology solutions revenue represents transaction-based fees for technology-driven payment solutions primarily for walk-in, lockbox, interactive voice recognition, and online bill payments through Busey Bank’s subsidiary, FirsTech. Revenue is recognized when the performance obligation is completed, which is generally monthly.
Treasury Management Services, Card Services and ATM Fees, and Other Service Charges on Deposit Accounts
Treasury management services include business analysis charges and wire transfer fees. Card services and ATM fees include interchange and ATM related fees. Other service charges on deposit accounts include non-sufficient funds and service charges on personal accounts. Revenue is recognized when the performance obligation is completed, which is generally monthly for account maintenance services, or when a transaction has been completed. Payments for such performance obligations are generally received at the time the performance obligations are satisfied.
Reclassifications
Reclassifications have been made to certain prior year account balances, with no effect on net income or stockholders’ equity, to be consistent with the classifications adopted as of and for the year ended December 31, 2025.
Impact of Recently Adopted Accounting Standards
In March 2024, the FASB issued ASU 2024-01 “ Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ” to clarify that certain “profits interests” are within the scope of Topic 718 by amending the language and providing illustrative examples on how the scope guidance in paragraph 718-10-15-3 should be applied. This update is intended to improve clarity of the accounting standards codification, not to change the guidance. This update is effective for Busey for annual and interim reporting periods beginning January 1, 2025. Busey does not currently have any Profit Interest and Similar Awards, so adoption of this ASU did not have any impact on its financial position and results of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2023 the FASB issued ASU 2023-09 “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” requiring all entities to disclose, on an annual basis, income taxes paid (net of refunds received) disaggregated by jurisdiction. All entities must disclose the amount of income taxes paid to each individual jurisdiction in which income taxes paid (net of refunds) is equal to or exceeds 5% of total income taxes paid. Disclosure of comparative information by jurisdiction for all years presented is not required, a jurisdiction only needs to be disclosed in the periods where the 5% threshold is met. Public business entities are required to adopt ASU 2023-09 starting with the first year beginning after December 15, 2024; accordingly, Busey is subject to ASU 2023-09 starting in 2025. Busey reported Federal income tax payments of $ 16.8 million and income tax payments to all other jurisdictions of $ 4.1 million, net of related refunds, for total income tax payments of $ 20.9 million.
Recently Issued Accounting Standards Not Yet Adopted
In November 2025, the FASB issued ASU 2025-09 “ Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ” to expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions, enabling entities to apply hedge accounting treatment to a broader portfolio of forecasted transactions. Under the amendments in this update, a group of individual forecasted transactions can be designated as a cash flow hedge if they have a similar risk exposure. Individual forecasted transactions are considered to have a similar risk exposure when the derivative used as the hedging instrument is highly effective against each hedged risk in the group. This update is to be applied on a prospective basis for all hedging relationships; there is an option to elect to adopt the amendments in this update for hedging relationships that exist as of the date of adoption. This update will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
In November 2025, the FASB issued ASU 2025-08 “ Financial Instruments—Credit Losses (Topic 326): Purchased Loans ” to expand the population of purchased loans subject to a “gross-up” accounting treatment, under which an ACL is recognized for the estimated credit losses at the acquisition date and the loan values are recorded at their estimated fair values plus a gross-up to offset the ACL. The gross-up accounting treatment prevents double recognition of an ACL through credit loss expense that was already considered in the fair value measurement of acquired loans. Under the guidance in this update, the gross-up accounting treatment applies to all non-PCD loans (excluding credit cards) acquired in a business combination and all non-PCD loans (excluding credit cards) that were purchased at least 90 days after origination and for which the purchaser was not involved in the loan origination. This update is to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. For future transactions, Busey will evaluate the effect this ASU may have on its financial position and results of operations.
In September 2025, the FASB issued ASU 2025-07 “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, ” to reduce diversity in the application of derivative accounting practices. This update provides a scope limitation on the definition of a derivative subject to derivative accounting under ASC Topic 815, Derivatives and Hedging, to exclude certain non-exchange-traded contracts with contingencies based on operations or activities specific to one of the parties to the contract. In addition, this update clarifies that share-based noncash consideration from a customer that is contingent on the satisfaction of performance obligations should not be recognized at contract inception as a derivative asset or an equity security, but rather should be accounted for under the guidance in ASC Topic 606, Revenue from Contracts with Customers, and that guidance in other topics does not apply to share-based noncash consideration from a customer for the transfer of goods or services unless or until the entity’s right to receive or retain the share-based noncash consideration is unconditional under ASC Topic 606. The amendments in this update may be applied on either a prospective or modified retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September 2025, the FASB issued ASU 2025-06 “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ,” changing the criteria for capitalizing software costs to the following: (1) a commitment has been made to fund the software project, and (2) it is probable the project will be competed and used to perform its intended function. Under this update, software development stages are no longer a consideration in the determination of which costs are capitalized. The amendments in this update may be adopted on a prospective, modified transition, or retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” providing a practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date will remain static for the remaining life of the assets, removing the requirement to consider reasonable, supportable forecasts. The amendments in this update are to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Early adoption is permitted. Busey does not expect adoption of this ASU to have a material impact its financial position and results of operations.
In November 2024, the FASB issued ASU 2024-04 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ” to clarify when certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Because Busey does not currently have any convertible debt, the Company does not expect adoption of this ASU to have any impact on its financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03 “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ” to require additional disclosures within the notes to the financial statements about certain expense items. Specifically, disaggregation of income statement captions that contain expenses within the following five categories is required: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (“DD&A”) costs recognized as part of oil- and gas-producing activities or other amounts of depletion expense. Further, this update requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses. This update provides a practical expedient for banks and bank holding companies to continue presenting salaries and employee benefits in conformity with SEC Rule 210.9-04 instead of requiring those entities to apply the employee compensation definition included in Subtopic 220-40. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey beginning with the annual reporting period ending December 31, 2027, and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Because this update relates only to disclosure, Busey does not expect adoption of this ASU to have any impact on its financial position or results of operations.
In October 2023, the FASB issued ASU 2023‑06 “ Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ” which aligns certain GAAP disclosure requirements with the SEC’s disclosure requirements, in order to better facilitate comparisons between entities that are subject to the SEC’s existing disclosures with entities that were not previously subject to the SEC’s requirements. Amendments in this update should be applied prospectively, and the effective date for Busey for each amendment in this ASU will be the date on which the SEC removes the related disclosure from Regulation S‑X or Regulation S‑K. Early adoption is prohibited. If the SEC has not removed the related disclosures from Regulation S‑X or Regulation S‑K by June 30, 2027, the pending content of this update will be removed from the ASC and will not become effective for any entity. Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent Events
Busey has evaluated subsequent events for potential recognition and/or disclosure through the date the Consolidated Financial Statements included in this Annual Report on Form 10‑K were issued. In January 2026 Busey’s Board of Directors approved redemption of the trust preferred securities issued by First Busey Statutory Trust II, with the goal of completing the redemption in June of 2026. Regulatory approval for this redemption was received in February 2026. In addition, Busey filed a Current Report on Form 8‑K on January 27, 2026 , which included information regarding the departure of a named executive officer, and during the first quarter of 2026 expects to record related severance expenses according to Schedule 1 of the Separation Letter, which is filed as Exhibit 10. 3 3 to this Annual Report. Other than these, there were no significant subsequent events for the year ended December 31, 2025, through the filing date of these Consolidated Financial Statements .
NOTE 2. BUSINESS COMBINATIONS
CrossFirst Bankshares, Inc.
On March 1, 2025, Busey completed its acquisition of CrossFirst (NASDAQ: CFB), the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger , dated August 26, 2024, by and between Busey and CrossFirst (the “CrossFirst Merger Agreement”). This partnership creates a premier commercial bank spanning 10 states—Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico. The combined holding company continues to operate under the First Busey Corporation name. Busey’s common stock continues to trade on the Nasdaq under the “BUSE” stock ticker symbol.
Merger of CrossFirst Bank into Busey Bank
CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025. At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.
Merger Consideration for CrossFirst
Upon completion of the acquisition, each share of CrossFirst common stock converted into the right to receive 0.6675 of a share of Busey’s common stock. Cash was paid in lieu of fractional shares. The fair value of common shares issued in consideration of the CrossFirst acquisition was based on the closing price of Busey’s common stock on February 28, 2025.
Further, upon completion of the acquisition, each share of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock converted to the right to receive one share of Busey Series A Non-Cumulative Perpetual Preferred Stock. The fair value of Busey Series A Non-Cumulative Perpetual Preferred Stock was based on the redemption price of $ 1,000 per share.
The total consideration paid also included the fair value of replacement equity awards related to past service totaling $ 6.0 million. Busey used a Monte Carlo simulation to estimate the fair value of SSARs and market-based awards. Other awards were valued based on Busey’s closing stock price on February 28, 2025.
Acquisition Accounting for CrossFirst
The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Subsequent to the acquisition, as additional information and valuations became available, fair value adjustments were recorded, resulting in a $ 1.9 million increase to the fair value of net assets acquired. Estimated fair values are considered provisional until final fair values are determined or the measurement period has passed, but no later than one year from the acquisition date. Deferred taxes are considered provisional until the measurement period is closed. Other than this, Busey does not expect any further adjustments will be necessary.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $ 49.5 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.
Merchants and Manufacturers Bank Corporation
On April 1, 2024, Busey completed its acquisition of M&M and its wholly-owned subsidiary, M&M Bank, through a merger transaction. This partnership added M&M’s Life Equity Loan ® products to Busey’s existing suite of services and expanded Busey’s presence in the suburban Chicago market.
Merger of M&M Bank into Busey Bank
M&M’s results of operations were included in Busey’s consolidated results of operation beginning April 1, 2024. Busey operated M&M Bank as a separate banking subsidiary until it was merged with Busey Bank on June 21, 2024. At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger.
Merger Consideration for M&M
At the effective time of the M&M acquisition, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the M&M merger agreement, either (1) $ 117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $ 34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”).
Most of the M&M common stockholders who submitted an election form by the election deadline made the Share Election to receive their Merger consideration solely in the form of shares of Busey common stock. As a result of the elections of M&M common stockholders, and in accordance with the proration and adjustment provisions of the Merger Agreement, the Merger consideration paid to M&M common stockholders was comprised of an aggregate of 1,429,304 shares of Busey common stock and an aggregate of $ 12.2 million in cash, allocated as follows for each share of M&M stock: (1) $ 117.74 in cash for the Cash Election, (2) $ 5.3966 in cash and 5.4668 shares of Busey common stock for the Share Election, and (3) $ 34.55 in cash and 4.0481 shares of Busey common stock for the Mixed Election. Pursuant to the terms of the Merger Agreement, M&M common stockholders that did not make an election or submit a properly completed election form by the election deadline of March 29, 2024, received cash consideration of $ 117.74 for each share of M&M common stock held. No fractional shares of Busey common stock were issued in the M&M acquisition. Fractional shares were paid in cash at the rate of $ 23.32 per share.
Additional merger consideration of $ 3.0 million was paid to redeem 300 shares of M&M preferred stock.
Acquisition Accounting for M&M
The M&M acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition. Fair values, including initial accounting for deferred taxes, were subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values became available. Fair value adjustments representing a $ 0.4 million decrease in net assets acquired were recorded during the year ended December 31, 2024, as additional information became available regarding unrecorded assets and liabilities. A final fair value adjustment for deferred taxes was recorded during the three months ended March 31, 2025, resulting in an additional $ 0.1 million decrease in net assets acquired. Fair values were final as of March 31, 2025.
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $ 15.9 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.
Acquisition Date Fair Values
Acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were estimated as follows:
March 1, 2025 April 1, 2024
(dollars in thousands) CrossFirst
(provisional)
M&M
(final)
Assets acquired
Cash and cash equivalents $ 385,808 $ 33,577
Securities 725,622 8,086
Portfolio loans, net of ACL 6,023,063 417,230
Premises and equipment 69,673 2,045
Other intangible assets 1
81,783 6,346
Other assets 212,440 10,461
Total assets acquired 7,498,389 477,745
Liabilities assumed
Deposits 6,571,699 392,838
Short-term borrowings 11,148 35,932
Long-term borrowings 68,922 1,450
Subordinated notes, net of unamortized issuance costs — 3,911
Junior subordinated debt owed to unconsolidated trusts 2,238 2,594
Other liabilities 84,912 7,342
Total liabilities assumed 6,738,919 444,067
Net assets acquired $ 759,470 $ 33,678
Consideration paid
Cash $ 4 $ 15,200
Common stock 795,227 34,375
Preferred stock 7,750 —
Replacement awards 5,999 —
Total consideration paid $ 808,980 $ 49,575
Goodwill $ 49,510 $ 15,897
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1. Other intangible assets are being amortized over a period of ten years .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuations of Loans
Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered PCD as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applied various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non-PCD loans with a fair value of $ 4.70 billion and gross contractual amounts receivable of $ 4.79 billion.
A portion of acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these financial assets:
March 1, 2025 April 1, 2024
(dollars in thousands) CrossFirst M&M
PCD Financial Assets
Gross contractual receivable for PCD financial assets $ 1,539,718 $ 29,290
ACL recorded for estimated uncollectible contractual cash flows specific to PCD financial assets ( 100,783 ) ( 1,243 )
Interest premium (discount) specific to PCD financial assets ( 3,063 ) ( 1,773 )
Loans previously charged-off prior to acquisition ( 110,740 ) —
Fair value of PCD financial assets $ 1,325,132 $ 26,274
Pro Forma Results
The following unaudited pro forma information has been prepared as if the CrossFirst acquisition had occurred on January 1, 2024, and as if the M&M acquisition had occurred January 1, 2023. The pro forma results combine the historical results of CrossFirst and M&M into Busey’s Consolidated Statements of Income , including the impact of purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2024, or on January 1, 2023, as applicable. Further, pro forma information does not purport to be indicative of future financial operating results. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies, or asset dispositions. Only the merger related expenses that have been recognized are included in net income in the table below:
Years Ended December 31,
(dollars in thousands) 2025 2024
Revenue (net interest income plus noninterest income) $ 758,049 $ 750,667
Net income 182,837 170,894
Diluted earnings per common share 1.91 1.87
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Acquisition Costs
Busey incurred acquisition related expenses as follows:
Years Ended December 31,
(dollars in thousands) 2025 2024
Pre-tax acquisition expenses
M&M
$ 108 $ 3,038
CrossFirst 1
100,200 3,863
Pre-tax acquisition expenses
$ 100,308 $ 6,901
___________________________________________
1. In addition to the acquisition costs presented in the table above, during the year ended December 31, 2025, Busey recorded a $ 4.0 million adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new CECL model.
Acquisition related expenses for CrossFirst were comprised primari
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