What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-27 · 511 added, 436 removed, 355 unchanged (73% of the section changed)

Contents of Item 1.

MERGERS AND ACQUISITIONS

Wealth Management

BUSINESS COMBINATIONS

2025 Acquisition of CrossFirst Bankshares, Inc.

2024 Acquisition of Merchants and Manufacturers Bank Corporation

BANKING CENTER MARKETS

Busey’s Regional Operating Model

Market Competition

HUMAN CAPITAL

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SUPERVISION, REGULATION, AND OTHER FACTORS

General Supervision and Regulation

The $10 billion Threshold

The Role of Capital

Supervision and Regulation of First Busey Corporation

Supervision and Regulation of Busey Bank

SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION

NON-GAAP FINANCIAL INFORMATION

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

First Busey Corporation is a $12.05 billion financial holding company.

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

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

FORWARD-LOOKING STATEMENTS

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.

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

Busey Bank has 50 banking centers in Illinois, eight in Missouri, three in southwest Florida, and one in Indianapolis, Indiana.

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 center, automated teller machines, and technology-based networks.

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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Contents of Item 1.

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.

Busey Bank’s primary markets are central Illinois;

northern Illinois, including the Chicago metropolitan area;

Louis, Missouri, metropolitan area;

southwest Florida;

and central Indiana.

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.

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

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Table of Contents Contents of Item 1.

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

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

Payment method vehicles include text-based mobile bill pay;

interactive voice response;

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

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

customer service payments made over a telephone;

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;

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

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

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

MERGERS AND ACQUISITIONS

Over the last several years, Busey 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:

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

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

January 31, 2019 The Bank Ed Corp.

January 31, 2019 The Banc Ed Corp.

and its wholly-owned subsidiary, TheBANK of Edwardsville

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April 1, 2024 Merchants and Manufacturers Bank Corporation, and its wholly-owned subsidiary, Merchants and Manufacturers Bank

Planned for 2025 CrossFirst Bankshares, Inc., and its wholly-owned subsidiary CrossFirst Bank

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.

Planned Partnership with CrossFirst

On August 26, 2024, Busey and CrossFirst entered into an agreement and plan of merger (the “merger agreement”) pursuant to which CrossFirst will merge with and into Busey (the “merger”) and CrossFirst’s wholly-owned subsidiary, CrossFirst Bank, will merge with and into Busey Bank (the “bank merger”).

The combined holding company will continue to operate under the First Busey Corporation name and the combined bank will operate under the Busey Bank name.

This partnership will create a premier commercial bank in the Midwest, Southwest, and Florida, with 77 full-service locations across 10 states—Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas—and approximately $20 billion in combined assets, $17 billion in total deposits, $14 billion in total loans, and $14 billion in wealth assets under care.

March 1, 2025 CrossFirst Bankshares, Inc., and its wholly-owned subsidiary CrossFirst Bank

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Table of Contents Contents of Item 1.

Under the terms of the merger agreement, CrossFirst stockholders will have the right to receive for each share of CrossFirst common stock 0.6675 of a share of Busey’s common stock.

Upon completion of the transaction, Busey’s stockholders will own approximately 63.5% of the combined company and CrossFirst’s stockholders will own approximately 36.5% of the combined company, on a fully-diluted basis.

Busey common stock will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.

On December 20, 2024, Busey and CrossFirst stockholders voted to approve the merger.

On January 16, 2025, Busey received regulatory approval from the Board of Governors of the Federal Reserve System for the merger.

The transaction has also been approved by the Illinois Department of Financial and Professional Regulation and the Kansas Office of the State Bank Commissioner.

Busey and CrossFirst intend to close the merger on March 1, 2025, subject to the satisfaction of the remaining customary closing conditions.

It is anticipated that CrossFirst Bank will merge with and into Busey Bank in mid-2025.

At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank.

In connection with the merger, Busey incurred one-time pretax acquisition-related expenses of $3.9 million in 2024.

For further details on the merger, see Busey’s Current Report on Form 8‑K announcing the merger, which was filed with the SEC on August 27, 2024.

Contents of Item 1.

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, through a merger transaction.

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.

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For further information regarding these acquisitions, see “ Note 2.

Mergers and Acquisitions ” in the Notes to the Consolidated Financial Statements.

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.

First Busey Corporation (BUSE) | 2025 — 10

Contents of Item 1.

BANKING CENTER MARKETS

Busey Bank serves the Illinois banking market with 50 banking centers.

Seventeen of Busey’s Illinois banking centers are positioned to serve the suburban Chicago market, 21 banking centers serve central Illinois markets, and 12 banking centers in Illinois are located within the St.

Louis Metropolitan Statistical Area.

Busey’s Illinois markets feature several Fortune 1000 companies.

Those organizations, 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.

Busey Bank has eight banking centers in Missouri.

Louis, Missouri has a diverse economy with major employment sectors including health care, financial services, professional and business services, and retail.

Busey has a total of 20 banking centers within the boundaries of the St.

Louis Metropolitan Statistical Area, including branches in both Illinois and Missouri.

Busey Bank has three banking centers in southwest Florida, an area which has experienced strong population growth, job growth, and an expanded housing market, as well as the benefits of a tourism and winter resort economy.

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

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.

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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Table of Contents Contents of Item 1.

Contents of Item 1.

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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Contents of Item 1.

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 mainly in Illinois;

Louis, Missouri, metropolitan area;

southwest Florida;

and central Indiana.

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, and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts, wealth management, and other products and services.

Busey Bank and FirsTech compete with other financial institutions, including asset management and trust companies, security broker/dealers, personal loan companies, insurance companies, finance companies, leasing companies, mortgage companies, payment technology solution companies, financial technology companies, 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, personal contacts, price of services, and availability of products.

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;

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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:

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

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Market Share Ranking

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Contents of Item 1.

HUMAN CAPITAL

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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 World’s Best Banks and America’s Best Banks by Forbes;

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.

Locally, Busey was once again voted among the Best Places to Work in Illinois and a Best Company to Work For in Florida.

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.

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Since Busey opened its doors 158 years ago, Busey has maintained its core values, creating a strong foundation and shaping its inclusive culture.

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Table of Contents Contents of Item 1.

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 talent across a variety of backgrounds and experiences.

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 values—One Busey.

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.

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

With a strong 91% participation rate and an approach focused on continuous improvement, 2024 results increased to the highest scores in Busey’s history.

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

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.

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

In 2024, Busey was honored to be recognized among the Illinois' Healthiest Employers by global health insurer Cigna and Crain’s Content Studio, marking the seventh year the Company was named among this elite group.

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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Contents of Item 1.

As of December 31, 2025, Busey and its subsidiaries had a total of 1,914 full-time equivalents.

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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

Total number of associates 1,880 68 1,948

Full-time equivalents 1,880 34 1,914

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Table of Contents Contents of Item 1.

CORPORATE GOVERNANCE

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

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” on Busey’s Investor Relations website at ir.busey.com .

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 the CFPB.

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

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

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Contents of Item 1.

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 and Busey Bank may make;

the kinds and amounts of investments that Busey may make;

required capital levels relative to assets;

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the establishment of branches;

the ability of Busey and Busey Bank to merge, consolidate and acquire;

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

the ability of Busey to merge, consolidate, and acquire;

dealings with Busey’s insiders and affiliates;

and Busey’s payment of dividends.

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

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

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

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.

It is anticipated that the current presidential administration and the current U.S.

Congress likely will not increase the regulatory burden on banking organizations.

At this time, however, it is not possible to predict with any certainty the actual impact that the current political climate may have on the banking industry or the operations of Busey or Busey Bank.

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The supervisory framework for U.S.

banking organizations subjects banks and bank holding companies to regular examination by their respective banking agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their businesses.

These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors.

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

The approach to supervision adopted by each banking agency may have significant impacts on the operations and results of Busey and Busey Bank, as well as the banking industry in general.

Based on statements made by congressional leaders and the acting leaders of certain federal banking agencies, there may be changes in the supervisory processes and approach made by the banking agencies, but it is not possible at this time to predict the specific changes (or the timing of any such changes) that may be made.

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

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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Contents of Item 1.

The $10 billion Threshold

As indicated above, the Dodd-Frank Act included a number of requirements that were triggered when a banking entity crossed over $10 billion in assets.

Those included 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.

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 threshold in 2020.

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

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

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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 the covered debit transactions.

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Table of Contents Contents of Item 1.

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

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 requirements after crossing the $10 billion threshold.

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 will not have a material effect on Busey’s operations.

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 transactions and continues to be examined for compliance with consumer laws by its primary federal regulator, the Federal Reserve.

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 began to comply with the exchange requirement beginning in 2021.

Busey Bank became subject to the exchange requirement in 2021.

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Contents of Item 1.

Risk Committee

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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 regulators 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.

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Table of Contents Contents of Item 1.

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 banking agencies since 1983.

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 “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 implemented by the 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.

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The Basel III Rule

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

federal banking agencies adopted the Basel III Rule in regulations that were effective 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 and Busey Bank are each subject to the Basel III Rule as described below.

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

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

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.

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 Basel III.

In July 2023, the Biden Administration banking agencies had proposed wide-ranging and significant changes to the Basel III Rules (the “Basel III Endgame Proposal”), which would have, among other requirements, imposed structural changes to the calculation of capital requirements and risk-weighted assets.

The Basel III Endgame Proposal would generally have impacted the capital requirements applicable to banking organizations with $100 billion or more in total assets and, as a general matter, would not impact Busey.

The Basel III Endgame Proposal has not been, and is not expected to be, adopted in a form substantially similar to the Basel III Endgame Proposal.

The banking agencies may issue their own version of this proposal.

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Table of Contents Contents of Item 1.

Contents of Item 1.

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 in requiring that forms of capital be of higher quality to absorb loss, it also introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments.

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

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

The Basel III Rule requires banking organizations to maintain minimum capital ratios as follows:

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

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

• A continuation of the minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8% of risk-weighted assets;

• A leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.

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%;

• 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 repurchases of stock) and pay discretionary bonuses to executive officers without restriction also must maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.

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

Factoring in the conservation buffer increases the minimum ratios depicted above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.

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 are minimum standards for banking organizations to be considered “adequately capitalized.” Banking agencies uniformly encourage banking organizations to hold more capital and be “well-capitalized” and, 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 banking organization that is well-capitalized may:

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

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

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

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

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 levels.

Under the capital regulations of the Federal Reserve, in order to be well-capitalized, a banking organization must maintain all of the following:

• A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;

, Tier 1 Capital less all intangible assets), well above the minimum regulatory levels.

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Table of Contents Contents of Item 1.

Contents of Item 1.

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;

• A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.

It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.

• 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:

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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 also is in compliance with the capital conservation buffer.

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 “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 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.

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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.

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Table of Contents Contents of Item 1.

Acquisitions, Activities and Financial Holding Company Election

The primary purpose of a bank holding company is to control and manage banks.

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.

Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States.

In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company.

Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions.

For a discussion of the capital requirements, see “ Item 1.

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

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

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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Contents of Item 1.

The BHCA generally prohibits bank holding companies from acquiring direct or indirect ownership or control of more than 5% of the 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 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 territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.

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 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 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.

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

(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.

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

If the Federal Reserve determines that a financial holding company is not well-capitalized or well-managed, the Federal Reserve will provide a period of time in which to re-achieve compliance with those requirements, but during the period of noncompliance the Federal Reserve may place any limitations on the financial holding company that it deems appropriate.

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.

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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 presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company but may arise under certain circumstances between 10% and 24.99% ownership.

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Table of Contents Contents of Item 1.

“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

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

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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Contents of Item 1.

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

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Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

In addition, under the Basel III Rule, banking organizations that want to pay unrestricted dividends must maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer.

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.

Incentive Compensation

There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and their subsidiary banks, reflecting recognition by federal banking agencies and U.S.

Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis.

The result is interagency guidance on sound incentive compensation practices for banking organizations.

The interagency guidance recognized three core principles.

Effective incentive plans should:

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

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

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

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

Under the interagency guidance, smaller banking organizations, like Busey, that use incentive compensation arrangements are expected to implement less extensive, formalized, and detailed policies, procedures, and systems than those of larger banks.

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Table of Contents Contents of Item 1.

In May 2024, certain of the federal banking and other financial services agencies released a proposed rule regarding certain incentive-based compensation arrangements at certain financial institutions with at least $1 billion in assets, as required under Section 956 of the Dodd-Frank Act.

This proposal was largely based on an earlier 2016 proposal.

The Federal Reserve and the SEC, however, did not join this proposal, signaling potential interagency misalignment and raising doubts regarding the likelihood of the proposed rule being finalized in its current form.

The FDIC has indicated that the agencies will continue to coordinate to reach consensus, but it is not yet clear whether this initiative will continue during the current president’s administration.

Monetary Policy

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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 Busey and Busey Bank.

Federal Securities Regulation

First Busey Corporation’s common stock is registered with the SEC under the Securities Act and the Exchange Act.

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

Corporate Governance

The Dodd-Frank Act addressed many investor protection, corporate governance, and executive compensation matters that will affect most U.S.

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 compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

As discussed in the “Incentive Compensation” section above, the federal banking and financial services agencies have proposed rules regarding incentive-based compensation arrangements for certain financial institutions, but no rule has been adopted at this time.

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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Contents of Item 1.

Supervision and Regulation of Busey Bank

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 category.

As an Illinois-chartered FDIC-insured bank, Busey Bank is subject to the examination, supervision, reporting, and enforcement requirements of the DFPR, the chartering authority for Illinois banks.

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.

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Table of Contents Contents of Item 1.

Deposit Insurance

As an FDIC-insured institution, Busey Bank is required to pay deposit insurance premium assessments to the FDIC.

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

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

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

The total base assessment rates, effective as of January 1, 2023, currently range from 2.5 bps to 32 bps on an annualized basis.

However, the maximum rate is 18 bps for FDIC-insured institutions in the top two categories of examination composite ratings.

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

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 October 2024 semiannual update, the FDIC stated that the reserve ratio likely will reach the statutory minimum by the September 30, 2028, deadline, and no adjustments to the base assessment rates is currently projected.

In addition, because the total cost of the failures of Silicon Valley Bank and Signature Bank was approximately $24.1 billion, the FDIC adopted a special assessment for banking organizations with assets of $5 billion or more, at an annual rate of 13.4 bps beginning with the first quarterly assessment period of 2024 and an invoice payment date of June 28, 2024.

The FDIC will continue to collect special assessments for an anticipated total of eight quarterly assessment periods.

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

Busey Bank, as part of a banking organization with assets of $5 billion or more, was technically subject to the FDIC special assessment;

however, Busey Bank did not have to pay this assessment due to uninsured deposits being below the $5 billion exclusion threshold.

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

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

First Busey Corporation (BUSE) | 2025 — 23

Contents of Item 1.

Liquidity Requirements

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

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

These events have further underscored the importance of liquidity risk management and contingency funding planning by insured depository institutions like Busey Bank, as highlighted in a 2023 addendum to interagency guidance on funding and liquidity risk management.

First Busey Corporation (BUSE) | 2024 — 20

Table of Contents Contents of Item 1.

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:

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

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

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 rely on stable funding like core deposits (in lieu of brokered deposits).

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.

For instance, in July 2024, the FDIC released a request for information on deposits, soliciting information on whether, and to what extent, certain types of deposits may behave differently from each other (particularly during periods of economic or financial stress).

At the present time, it is unclear how the FDIC may use the information that it gathered pursuant to this request, if at all.

However, the possibility remains that the information obtained through this request, or through other requests by the FDIC or other banking agencies, may be used to make regulatory changes that could have a future impact on liquidity monitoring and risk management requirements applicable to Busey Bank.

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 undivided profits.

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.

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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 of a type, or in an amount, that are not permissible for a national bank.

Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, 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.

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.

First Busey Corporation (BUSE) | 2025 — 24

Table of Contents Contents of Item 1.

Busey Bank may be required to seek approval from their applicable state regulator and the Federal Reserve (or in some cases, the FDIC) before engaging in certain acquisitions or mergers under applicable state and federal law.

In 2024, each of the OCC and the FDIC separately released updated policy statements—and in the case of the OCC, a final rule—regarding how each banking agency reviews applications submitted pursuant to the Bank Merger Act based on statutory factors.

The acting chairperson of the FDIC has indicated that the FDIC may seek to reverse the FDIC’s 2024 policy statement.

Although the Federal Reserve, Busey Bank’s primary federal regulator, did not release any updated policy statement or rules regarding its review process under the Bank Merger Act in recent years, management of Busey Bank and Busey has considered the impact that the OCC’s and FDIC’s rules and guidance may have on the review of any relevant transactions that Busey Bank undertakes.

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, and covered transactions subject to the restrictions include extensions of credit to First Busey Corporation, investments in the stock or other securities of First Busey Corporation, and the acceptance of the stock or other securities of First Busey Corporation as collateral for loans made by Busey Bank.

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

Certain limitations and reporting requirements are also placed on 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 affect 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.

Contents of Item 1.

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

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

Federal banking agencies have adopted operational and managerial standards to promote the safety and soundness of FDIC-insured institutions.

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.

In general, the safety and soundness standards 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 institution operates in an unsafe and unsound manner, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance.

If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the banking agency is required to issue an order directing the institution to cure the deficiency.

Until the deficiency cited in the agency’s order is cured, the agency may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates the institution pays on deposits, or require the institution to take any action that the agency deems appropriate under the circumstances.

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

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.

First Busey Corporation (BUSE) | 2025 — 25

Table of Contents Contents of Item 1.

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

Properly managing risk has been identified as critical to the conduct of safe and sound banking activities, and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets.

The banking agencies have identified a spectrum of risks facing a banking organization including, but not limited to, credit, market, liquidity, operational, legal, and reputational risk.

Contents of Item 1.

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.

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Privacy and Cybersecurity

Busey Bank is subject to many U.S.

federal and state laws and regulations governing requirements for maintaining policies and procedures to protect non-public personal and other confidential information of its customers.

These laws require Busey Bank to periodically disclose its privacy policies and practices relating to sharing such information and permit consumers to opt out of their ability to share information with unaffiliated third parties under certain circumstances.

They also impact 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.

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 Busey also are subject to a number of federal and state laws and regulations requiring notifications and disclosures regarding certain cybersecurity incidents.

Busey Bank must also consider and address cybersecurity considerations as part of its risk management processes.

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.

Federal law permits state and national 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.

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 a FHLB, which serves as a central credit facility for its members.

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.

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All advances from the FHLB are required to be fully collateralized as determined by the FHLB.

First Busey Corporation (BUSE) | 2024 — 23

Table of Contents Contents of Item 1.

Community Reinvestment Act Requirements

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

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

Busey Bank’s CRA ratings derived from these examinations can have significant impacts on the activities in which Busey Bank and Busey may engage.

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.

On October 24, 2023, the banking agencies issued a final rule to strengthen and modernize the CRA regulations (the "CRA Rule").

Management of Busey Bank has effectively assessed the impact of the CRA Rule on its CRA lending and investment activities in its respective markets and continues to align its program with current and future expectations.

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

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

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

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

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

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

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

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

This means that, in addition to the federal CRA review, Busey Bank will be reviewed by the DFPR to assess Busey Bank’s record of meeting the credit needs of its communities.

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

Anti-Money Laundering/Countering the Financing of Terrorism/Sanctions

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

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

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

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

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

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

(1) customer identification programs;

(2) money laundering;

(3) terrorist financing;

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

(5) currency crimes;

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

Busey Bank must also comply with stringent economic and trade sanctions regimes administered and enforced by the Office of Foreign Assets Control.

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.

First Busey Corporation (BUSE) | 2025 — 26

Table of Contents Contents of Item 1.

Contents of Item 1.

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 deploy too many assets to any one industry or segment.

A concentration in CRE is one example of regulatory concern that has, in recent years, been subject to additional scrutiny by federal banking agencies as well as the SEC for publicly-traded banking organizations.

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.

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

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 limit banks’ levels of CRE lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their CRE concentrations.

On December 18, 2015, and again in more recent years, the federal banking agencies have issued statements to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards.

The federal banking agencies have reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE lending.

In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk.

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.

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Busey Bank is under CFPB oversight for consumer banking transactions.

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

The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmented federal law combating predatory lending practices.

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

First Busey Corporation (BUSE) | 2025 — 27

Table of Contents Contents of Item 1.

Contents of Item 1.

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.

In particular, the CFPB has taken, or attempted to take, a proactive, multi-front approach to protect consumers from excessive overdraft and non-sufficient funds fees.

This includes proposed and final rules, interpretive opinions, and enforcement actions.

In 2024, the CFPB finalized a rule that eliminated an exemption for overdraft fees from lending laws (the “Overdraft Rule”).

The Overdraft Rule, which has an effective date of October 1, 2025, applies to financial institutions, such as FDIC-insured institutions, with over $10 billion in assets , like Busey Bank, and provides several different options on how to approach charging overdraft fees.

Busey expects that the implementation of this rule may result in a decrease in fee income.

Several banks and trade associations have sued the CFPB regarding the Overdraft Rule, claiming that the CFPB has exceeded its regulatory authority.

The CFPB is now under new acting leadership and has paused much of its existing work.

It remains unclear what this will mean for the agency and its oversight of consumer protection laws and regulations.

Though some of the CFPB’s rulemakings are under review, the laws, rules, and regulations that the agency has enforced since its inception currently remain intact and could be enforced by other banking agencies.

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 must also comply with certain state consumer protection laws and requirements in the states in which it operates.

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

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

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

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 statutory rates, estimated federal income tax rates, or effective tax rates as noted with the tables below.

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.

First Busey Corporation (BUSE) | 2025 — 28

Table of Contents Contents of Item 1.

Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Pre-Provision Net Revenue and Related Measures

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

(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

Pre-provision net revenue (Non-GAAP) [a] 167,996 158,502 168,493

Acquisition and restructuring expenses 8,140 4,328 4,537

Provision for unfunded commitments (1,095) 461 61

Amortization of New Markets Tax Credit — 8,999 6,333

Realized (gain) loss on the sale of mortgage service rights (7,724) — —

Adjusted pre-provision net revenue (Non-GAAP) [b] $ 167,317 $ 172,290 $ 179,424

Average total assets (GAAP) [c] $ 12,051,871 $ 12,246,218 $ 12,492,948

(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

Realized net (gains) losses on the sale of mortgage service rights

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)

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[b÷c] 1.72 % 1.39 % 1.41 %

___________________________________________

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.

First Busey Corporation (BUSE) | 2025 — 29

Table of Contents Contents of Item 1.

Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Adjusted Net Income, Average Tangible Common Equity, and Related Ratios

(dollars in thousands, except per share amounts)

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

Adjustment of initial provision for unfunded commitments due to adoption of new model 2

Other acquisition (income) expenses

54,736 6,901 357

Net income (GAAP) [a] $ 113,691 $ 122,565 $ 128,311

Acquisition expenses:

Salaries, wages, and employee benefits 1,457 — 587

Data processing 548 — 214

Professional fees, occupancy, furniture and fixtures, and other 4,896 357 258

Acquisition expenses 6,901 357 1,059

Restructuring expenses

Salaries, wages, and employee benefits 123 3,760 2,409

Loss on leases or fixed asset impairment — — 986

Professional fees, occupancy, furniture and fixtures, and other 1,116 211 83

Restructuring expenses 1,239 3,971 3,478

Acquisition and restructuring expenses 8,140 4,328 4,537

Related tax benefit 1

(43) 1,239 3,971

Adjusted net income (Non-GAAP) [b] $ 119,805 $ 126,012 $ 131,910

Weighted average number of common shares outstanding, diluted (GAAP) [c] 57,543,001 56,256,148 56,137,164

Diluted earnings per common share (GAAP) [a÷c] $ 1.98 $ 2.18 $ 2.29

Adjusted diluted earnings per common share (Non-GAAP) [b÷c] 2.08 2.24 2.35

Average total assets (GAAP) [d] $ 12,051,871 $ 12,246,218 $ 12,492,948

Return on average assets (GAAP) [a÷d] 0.94 % 1.00 % 1.03 %

Adjusted return on average assets (Non-GAAP) [b÷d] 0.99 % 1.03 % 1.06 %

Average common equity (GAAP) $ 1,342,424 $ 1,197,511 $ 1,195,171

Realized net (gains) losses on the sale of mortgage servicing rights

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

Average tangible common equity (Non-GAAP) [e] $ 975,823 $ 838,164 $ 824,747

Return on average tangible common equity (Non-GAAP) [a÷e] 11.65 % 14.62 % 15.56 %

Adjusted return on average tangible common equity (Non-GAAP) [b÷e] 12.28 % 15.03 % 15.99 %

(469,187) (366,601) (359,347)

Tax benefits were calculated by multiplying acquisition expenses and other restructuring expenses by tax rates of 24.9%, 20.4%, and 20.7% for the years ended December 31, 2024, 2023, and 2022, respectively.

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 %

___________________________________________

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 .

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.

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.

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 .

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.

First Busey Corporation (BUSE) | 2025 — 30

Table of Contents Contents of Item 1.

Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

(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] 324,304 322,794 325,827

Tax-equivalent net interest income (Non-GAAP)

[a] 572,585 324,304 322,794

Purchase accounting accretion related to business combinations

Adjusted net interest income (Non-GAAP) [b] $ 321,138 $ 321,317 $ 322,693

Average interest-earning assets (GAAP) [c] $ 10,999,424 $ 11,181,010 $ 11,479,730

Net interest margin (Non-GAAP) [a÷c] 2.95 % 2.89 % 2.84 %

Adjusted net interest margin (Non-GAAP) [b÷c] 2.92 % 2.87 % 2.81 %

(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 %

___________________________________________

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

First Busey Corporation (BUSE) | 2025 — 31

Table of Contents Contents of Item 1.

Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Adjusted Core Expense, and Efficiency Ratios

(dollars in thousands)

Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, and Efficiency Ratios

Years Ended December 31,

2024 2023 2022

Net interest income (GAAP) [a] $ 322,611 $ 320,621 $ 323,628

(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] 324,304 322,794 325,827

Tax-equivalent net interest income (Non-GAAP)

[b] 572,585 324,304 322,794

Total noninterest income (GAAP)

Net security (gains) losses (GAAP) 6,102 2,199 2,133

Noninterest income excluding net securities gains and losses (Non-GAAP) [c] 145,784 123,413 128,746

Realized net (gains) losses on the sale of mortgage servicing rights (GAAP) (7,724) — —

Adjusted noninterest income (Non-GAAP) [d] $ 138,060 $ 123,413 $ 128,746

Tax-equivalent revenue (Non-GAAP) [e = b+c] $ 470,088 $ 446,207 $ 454,573

Adjusted tax-equivalent revenue (Non-GAAP) [f = b+d] 462,364 446,207 454,573

Operating revenue (Non-GAAP) [g = a+d] 460,671 444,034 452,374

Adjusted noninterest income to operating revenue (Non-GAAP) [d÷g] 29.97 % 27.79 % 28.46 %

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

Realized net (gains) losses on the sale of mortgage service rights

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

Amortization of intangible assets (GAAP) [h] (10,057) (10,432) (11,628)

Noninterest expense excluding amortization of intangible assets (Non-GAAP) [i] 290,342 275,100 272,253

Acquisition and restructuring expenses (8,140) (4,328) (4,537)

Adjusted noninterest expense (Non-GAAP) [j] 282,202 270,772 267,716

Provision for unfunded commitments 1,095 (461) (61)

Amortization of New Markets Tax Credit — (8,999) (6,333)

Adjusted core expense (Non-GAAP) [k] $ 283,297 $ 261,312 $ 261,322

Noninterest expense, excluding non-operating adjustments (Non-GAAP) [j-h] $ 292,259 $ 281,204 $ 279,344

Efficiency ratio (Non-GAAP) [i÷e] 61.76 % 61.65 % 59.89 %

Adjusted efficiency ratio (Non-GAAP) [j÷f] 61.03 % 60.68 % 58.89 %

Adjusted core efficiency ratio (Non-GAAP) [k÷f] 61.27 % 58.56 % 57.49 %

$ 480,201 $ 301,494 $ 285,071

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

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

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 %

___________________________________________

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

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.

First Busey Corporation (BUSE) | 2025 — 32

Table of Contents Contents of Item 1.

Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Tangible Book Value and Tangible Book Value Per Common Share

(dollars in thousands, except per share amounts)

As of December 31,

Total stockholders' equity (GAAP) $ 1,383,269 $ 1,271,981

Goodwill and other intangible assets, net (GAAP) (365,975) (353,864)

Tangible book value (Non-GAAP) [a] $ 1,017,294 $ 918,117

Ending number of common shares outstanding (GAAP) [b] 56,895,981 55,244,119

Tangible book value per common share (Non-GAAP) [a÷b] $ 17.88 $ 16.62

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

(dollars in thousands)

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)

Goodwill and other intangible assets, net (GAAP) (365,975) (353,864)

Tax effect of other intangible assets 1

$ 18,104,736 $ 12,046,722

Goodwill and other intangible assets, net

(480,729) (365,975)

Tangible assets (Non-GAAP) 1

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Total stockholders' equity (GAAP)

Goodwill and other intangible assets, net (GAAP) (365,975) (353,864)

Tax effect of other intangible assets 1

Tangible common equity (Non-GAAP) 2

$ 2,468,982 $ 1,383,269

Preferred stock and additional paid in capital on preferred stock

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

[b÷a] 8.76 % 7.75 %

[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

___________________________________________

Net of estimated deferred tax liability, calculated using an estimated tax rate of 26.73% as of December 31, 2024, and 28.0% as of December 31, 2023.

Tax-effected measure.

First Busey Corporation (BUSE) | 2024 — 31

Table of Contents Contents of Item 1.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Core Deposits and Related Ratios

(dollars in thousands)

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,

Portfolio loans (GAAP) [a] $ 7,697,087 $ 7,651,034

Total deposits (GAAP) [b] $ 9,982,490 $ 10,291,156

(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

Core deposits (Non-GAAP) [c] $ 9,634,897 $ 9,898,869

Core deposits to total deposits (Non-GAAP) [c÷b] 96.52 % 96.19 %

Portfolio loans to core deposits (Non-GAAP) [a÷c] 79.89 % 77.29 %

(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 %

First Busey Corporation (BUSE) | 2025 — 33

Table of Contents Item 1.

Business Contents

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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.

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

risks related to the proposed transaction with CrossFirst, including (i) the possibility that the proposed transaction will not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all;

(ii) the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business;

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

(iv) diversion of management's attention from ongoing business operations and opportunities;

(v) the possibility that Busey may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all;

(vi) the possibility that Busey may be unable to successfully integrate CrossFirst's operations with those of Busey or that such integration may be more difficult, time consuming, or costly than expected;

(vii) revenues following the proposed transaction may be lower than expected;

and (viii) stockholder litigation that could prevent or delay the closing of the proposed transaction or otherwise negatively impact Busey's business and operations;

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

effects on the U.S.

economy resulting from the implementation of policies proposed by the new presidential administration, including tariffs, mass deportations, and tax regulations;

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

changes in state and federal laws, regulations, and governmental policies concerning Busey's general business (including changes in response to the bank failures in 2023 or as a result of changes in policies implemented by the new presidential administration);

the imposition of tariffs or other governmental policies impacting the value of products produced by the Company's commercial borrowers;

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);

changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey's general business);

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);

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;

the imposition of tariffs or other governmental policies impacting the value of products produced by Busey's commercial borrowers;

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;

First Busey Corporation (BUSE) | 2024 — 33

Table of Contents Item 1.

Business Contents

changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates);

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

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

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;

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;

the loss of key executives or associates, talent shortages, and employee turnover;

changes in consumer spending;

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);

fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates;

First Busey Corporation (BUSE) | 2025 — 34

Business Contents

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);

the overall health of the local and national real estate market;

the ability to maintain an adequate level of allowance for credit losses on loans;

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

the 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;

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

2 unchanged sentences

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;

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;

the ability to maintain an adequate level of allowance for credit losses on loans;

the effectiveness of Busey’s risk management framework;

the ability of Busey to manage the risks associated with the foregoing;

other factors and risks described under “ Item 1A.

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

What changed 10-K

Item 1. Business