What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 242 added, 218 removed, 107 unchanged (81% of the section changed)

11 unchanged sentences

ECONOMIC AND MARKET RISKS

Conditions in the financial market and economic conditions, including conditions in the states in which it operates, generally may adversely affect Busey’s business.

Economic and financial market conditions, including conditions in the states in which it operates, may adversely affect Busey’s business.

Busey’s general financial performance is highly dependent upon the business environment in the markets where it operates and, in particular, the ability of borrowers to pay interest on, and repay principal of, outstanding loans, and the value of collateral securing those loans, as well as demand for loans and other products and services it offers.

A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings.

A favorable business environment is characterized by, among other factors, economic growth, efficient capital markets, low and stable inflation, full employment, high business and investor confidence, and strong business earnings.

Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence;

4 unchanged sentences

or a combination of these or other factors.

Given the complex factors affecting the strength of the U.S.

economy, including uncertainties regarding the persistence of inflation;

geopolitical developments, such as ongoing conflicts in the Middle East and the Russian invasion of Ukraine, and resulting disruptions in the global energy market;

tight labor market conditions domestically;

supply chain issues both domestically and internationally;

and the potential effects of the new presidential administration, including its response to the foregoing, potential imposition of new tariffs, mass deportations and changes to tax or other financial regulations, uncertainty surrounding future changes may adversely affect Busey’s operating environment and therefore its business, financial condition, results of operations, and growth prospects.

Current conditions reflect elevated interest rates and persistent inflation above the Federal Reserve’s 2% target, which continue to pressure borrowing costs and consumer confidence.

Fiscal imbalances, including a large federal deficit and rising debt-service obligations, add longer-term uncertainty.

Geopolitical conflicts across the globe, including conflicts in the Middle East, the Russian invasion of Ukraine, and the recent military activity in Venezuela, sustain volatility in energy and trade markets, while domestic labor markets remain tight in key sectors despite slowing job growth.

Supply chain disruptions, though improved, persist due to structural and geopolitical factors.

Policy uncertainty—including tariffs, immigration enforcement, and regulatory changes—further complicates planning.

These factors may adversely affect Busey’s business, financial condition, results of operations, and growth prospects.

Shifts in consumer and business behavior during economic uncertainty may impact Busey’s business.

1 unchanged sentence

Downturns in the markets where Busey’s banking operations occur could result in a decrease in demand for Busey’s products and services, an increase in loan delinquencies and defaults, high or increased levels of problem assets and foreclosures, and reduced wealth management fees resulting from lower asset values.

Such conditions could adversely affect the credit quality of Busey’s loans, financial condition, and results of operations.

Such conditions could adversely affect Busey’s asset quality, financial condition, and results of operations.

Regional economic vulnerabilities may heighten risks.

Busey conducts banking operations across ten states, including Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico, with a focus in the major metropolitan areas in these states, which can be more susceptible to economic cycles, real estate market volatility, and localized downturns.

Urban markets often experience sharper volatility in employment, housing demand, and commercial development, which can affect credit quality and loan demand.

These regional and metropolitan exposures could adversely impact Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 36

Table of Contents Contents of Item 1A.

Regional economic vulnerabilities and reliance on key industries may heighten risks.

Busey currently conducts its banking operations in central and suburban Chicago, Illinois;

Louis, Missouri metropolitan area;

central Indiana;

and southwest Florida.

Busey operates in markets with a significant university and healthcare presence.

These industries rely heavily on state and federal funding and contracts.

Timely payments by the State of Illinois to its vendors and government-sponsored entities, as well as potential federal changes to healthcare laws, could affect Busey’s primary market areas, which could in turn affect its financial condition and results of operations.

A small part of Busey’s business resides in Florida, which can be affected by inclement weather.

Prolonged elevated interest rates followed by easing cycles create financial volatility.

Prolonged periods of elevated interest rates followed by an easing cycle pose significant challenges and opportunities for Busey.

While an easing cycle, which is characterized by the FOMC taking action to reduce interest rates, can alleviate some funding pressures and encourage borrowing, it also introduces risks to the banking sector.

A rapid shift in rates can compress net interest margins, disrupt asset-liability management, and affect the valuation of financial instruments.

After a series of rate hikes starting in March 2022, the FOMC began an easing cycle in September 2024, responding to slowing inflation and economic growth.

As of December 2024, the federal funds target range was reduced to 4.25%–4.5%, marking a gradual reversal from the peak of 5.25%–5.5% in 2023.

This shift reflects a softening economic environment, with the FOMC aiming to balance inflation reduction while avoiding a sharp contraction in economic activity.

Declining interest rates result in reduced income from lending and investment activities, and may drive consumers to seek higher-yielding alternatives outside of traditional banking, both of which could negatively impact Busey’s liquidity and results of operations.

While rate cuts can stimulate loan demand, they also create potential threats to the banking sector.

Falling interest rates may reduce yields on loans and securities more quickly than the cost of deposits declines, narrowing margins.

Deposit outflows could accelerate if customers seek higher-yielding alternatives outside traditional banking, further challenging liquidity.

Lower rates can lead to prepayments on fixed-rate loans, impacting the value of interest-earning assets and requiring adjustments to portfolios.

Despite these risks, the easing cycle may present opportunities for growth.

Lower rates can revitalize loan demand, particularly in key areas such as mortgages, auto loans, and small business lending, while providing some relief to borrowers under stress.

However, the broader economic environment, including rising consumer debt levels, increasing delinquencies, and persistent inflation risks could still impact Busey’s financial condition, liquidity, and overall performance.

Contents of Item 1A.

Changes in interest rates and yield‑curve dynamics may compress net interest margin, affect asset valuations, and create liquidity pressures.

Busey’s financial performance depends heavily on the level, direction, and volatility of interest rates.

Movements in short‑term or long‑term rates—and changes in the shape of the yield curve—may materially affect net interest income and the value of interest‑earning assets and funding sources.

Rising rates can increase funding costs faster than earning‑asset yields reprice, compressing net interest margin, reducing fair values of fixed‑rate assets, and slowing loan demand.

Conversely, declining rates may reduce yields on loans and securities more quickly than deposit costs decline, accelerate prepayments on fixed‑rate loans and securities, and require reinvestment at lower rates.

In addition, inverted or flattened yield curves may limit opportunities to profitably deploy funds and can discourage borrowers from seeking longer‑term credit.

Busey’s interest‑rate risk management strategies may not fully mitigate these impacts.

Sustained interest‑rate volatility, rapid shifts in the yield curve, or an inability to effectively manage interest‑rate sensitivity could materially and adversely affect Busey’s net interest income, liquidity position, financial condition, and results of operations.

REGULATORY AND LEGAL RISKS

Changes in government policies and regulatory frameworks could adversely affect operations and profitability.

Changes in policy and at banking agencies, including changes in interpretation and prioritization, occur over time through policy and personnel changes following federal- and state-level elections, which lead to changes involving the level of oversight and focus on the financial services industry.

The nature, timing, and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain in connection with a change in presidential administration.

First Busey Corporation (BUSE) | 2024 — 36

Table of Contents Contents of Item 1A.

Economic conditions, including interest rates, inflation, and consumer spending, may be influenced by shifts in government leadership and policies, affecting Busey’s operations.

Additionally, heightened regulatory scrutiny, particularly in consumer compliance, anti-money laundering, and cybersecurity increases operational and compliance burdens for Busey.

As Busey continues to grow in asset size and complexity, regulatory expectations and scrutiny will increase and could have a potential impact on Busey’s operations and business.

As Busey’s assets grow, so do regulatory expectations.

The planned acquisition of CrossFirst amplifies the complexity of compliance.

Certain regulations and laws have embedded asset thresholds that increase scrutiny, reporting requirements, and operational demands.

For example, the Dodd-Frank Act includes thresholds for asset size that trigger enhanced oversight.

Busey’s continued expansion necessitates adapting its compliance frameworks to meet these increasing demands.

Failure to manage compliance risks effectively could result in regulatory violations, leading to significant fines, penalties, and legal costs.

Additionally, non-compliance could damage Busey's reputation, erode customer trust, and undermine investor confidence, resulting in a negative impact to Busey’s market valuation.

It could also lead to further scrutiny from regulators, potentially hindering future growth opportunities.

The banking regulatory environment is a complex mix of increased deferment to local regulatory authorities relative to international rulemaking, adapting to digital innovation (e.g., AI, digital assets, etc.), and potential easing of federal regulatory oversight.

Key risks in 2026 include implementation of the Guiding and Establishing National Innovation for U.S.

Stablecoins (GENIUS) Act, managing fintech/crypto risks, and evolving technological, geopolitical, and economic pressures, all requiring an agile regulatory management system.

More specifically, Busey Bank's focus on commercial banking and wealth management increases risk for customers to seek out opportunities in digital assets and real time payments, requiring enhanced risk oversight and compliance practices to ensure rapid adoption when appropriate.

In addition, the geopolitical risk from global conflicts increases the operational burden of complying with dynamic sanctions placed and eased on various foreign countries, foreign nationals, and foreign companies despite limited exposure to foreign customers and transactions.

These evolving regulatory, technological, and geopolitical dynamics could increase compliance costs, operational complexity, and strategic risk for the Company, which in turn could adversely affect Busey’s financial condition and results of operations.

Evolving privacy, data protection, and information security laws and regulations present operational and legal challenges.

1 unchanged sentence

There has been a heightened legislative and regulatory focus on privacy, data protection, and information security.

New or revised laws and regulations, including with the respect to the use of artificial intelligence by financial institutions and service providers, may significantly impact Busey’s current and planned privacy, data protection, and information security-related practices;

New or revised laws and regulations, including with respect to the use of artificial intelligence by financial institutions and service providers, may significantly impact Busey’s current and planned privacy, data protection, and information security-related practices;

the collection, use, retention, and safeguarding of customer and employee information;

and current or planned business activities.

Compliance with current or future privacy, data protection, and information security laws could result in higher compliance and technology costs and could restrict Busey’s ability to provide certain products and services, which could adversely affect Busey’s business.

Laws impacting cannabis-related businesses may have an impact on Busey’s operations and risk profile.

The Controlled Substances Act makes it illegal under federal law to manufacture, distribute, or dispense marijuana.

Starting January 1, 2020, however, the Illinois Cannabis Regulation and Tax Act began permitting adults 21 years or older to legally purchase marijuana for recreational use from licensed dispensaries.

Further, voters in Missouri approved an amendment to the state constitution that began permitting adults 21 years and older to legally purchase marijuana for recreational use from licensed dispensaries starting February 3, 2023.

Executive Order 14370, "Increasing Medical Marijuana and Cannabidiol Research," directs federal agencies to work towards rescheduling marijuana from Schedule I to Schedule III under the Controlled Substances Act.

This includes instructing the Attorney General to expedite the rulemaking process, following a Department of Justice proposed rule based on a Health and Human Services recommendation that marijuana has an accepted medical use.

The executive order itself does not change cannabis's legal status under the Controlled Substances Act;

it only directs the Attorney General to expedite the formal rulemaking process.

The outlook is encouraging more commercial investment into cannabis related businesses with anticipation of rescheduling of cannabis.

First Busey Corporation (BUSE) | 2025 — 37

Contents of Item 1A.

It is Busey Bank’s current practice to avoid knowingly providing banking products or services to entities or individuals that:

2 unchanged sentences

Busey Bank uses reasonable measures, including appropriate new account screening and customer due diligence measures, to ensure that existing and potential customers that operate in the states in which the Bank operates do not engage in any such activities.

Nonetheless, shifts in Illinois and Missouri law legalizing cannabis use, along with shifts in Florida law allowing medicinal use and decriminalizing possession, have increased the number of direct and indirect cannabis-related businesses in some of the states in which Busey operates, and therefore increases the likelihood that Busey Bank could interact with such businesses, as well as their owners and employees.

Nonetheless, shifts in state laws legalizing cannabis use and decriminalizing possession have increased the number of direct and indirect cannabis-related businesses in the states in which Busey operates, and therefore increases the likelihood that Busey Bank could interact with such businesses, as well as their owners and employees.

Such interactions could create additional legal, regulatory, strategic, and reputational risk to Busey Bank and First Busey Corporation.

First Busey Corporation (BUSE) | 2024 — 37

Table of Contents Contents of Item 1A.

Any such legal, regulatory, or reputational exposure could adversely affect Busey’s financial condition and results of operations.

Busey is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

1 unchanged sentence

These proceedings could result in penalties, adverse judgments, or operational restrictions.

While accruals are established for legal contingencies when losses are probable and estimable, outcomes may exceed these amounts, and accordingly, Busey’s ultimate losses may be higher, possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect Busey’s financial condition and results of operations.

While accruals are established for legal contingencies when losses are probable and estimable, outcomes may exceed these amounts, and accordingly, Busey’s ultimate losses may be higher, possibly significantly so, than the amounts accrued for legal loss contingencies, which may materially and adversely affect Busey’s financial condition and results of operations.

See “ Note 18.

Outstanding Commitments and Contingent Liabilities ” in the Notes to the Consolidated Financial Statements for information regarding an inquiry from the Illinois Secretary of State, pursuant to which the Illinois Secretary of State asked for additional information regarding certain of Busey’s franchise tax filings and the calculation of amounts due thereunder.

Outstanding Commitments and Contingent Liabilities ” in the Notes to the Consolidated Financial Statements for information regarding an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State.

CREDIT AND LENDING RISKS

1 unchanged sentence

Busey’s lending activities involve inherent risks, including borrower nonpayment, fluctuations in collateral value, and the effects of economic and market conditions.

These risks have been amplified by recent economic factors, such as elevated interest rates, inflationary pressures, and a more cautious economic outlook.

Busey employs rigorous underwriting standards, monitors industry and geographic loan concentrations, and conducts both internal and external independent loan reviews to mitigate these risks.

Despite these efforts, credit risks cannot be entirely eliminated, and borrower defaults could lead to increased non-performing loans, charge-offs, delinquencies, and higher ACL provisions.

Busey’s commercial loan portfolio reflects a strategic focus on maintaining robust credit quality.

However, there are inherent risks in any lending activity, including uncertainties in collateral values, borrower cash flows, and broader economic conditions.

To mitigate credit risk, Busey employs rigorous loan approval procedures, monitors concentrations within industries and geographic locations, and conducts independent reviews through internal and external assessments.

Stress testing at both the borrower and portfolio levels helps identify vulnerabilities, but such measures cannot fully eliminate credit risks.

Borrowers across various industries may face challenges due to sector-specific pressures or macroeconomic factors, which could lead to elevated non-performing loans, charge-offs, or provisioning needs.

Busey establishes the ACL based on detailed analyses of the loan portfolio and broader market conditions, incorporating management judgments and forward-looking forecasts.

While management considers the ACL adequate to absorb probable losses, unforeseen economic disruptions or borrower-specific events could necessitate additional provisions, adversely affecting financial performance.

High levels of non-performing assets could reduce Busey’s profitability and strain operational resources.

These risks have been amplified by certain economic factors, such as elevated interest rates above the Federal Reserve’s 2% target, inflationary pressures, tariffs, geopolitics, and increased economic uncertainty.

Busey employs rigorous underwriting standards, monitors portfolio performance, including industry and geographic loan concentrations, and conducts both internal and external independent loan reviews to mitigate these risks.

Additionally, Busey leverages stress testing at both the borrower and portfolio levels to proactively identify potential vulnerabilities.

Despite these efforts, credit risks cannot be eliminated, and increased borrower stress could lead to increased delinquencies, non-performing loans, higher ACL provisions, and charge-offs.

Busey establishes the ACL based on detailed analyses of the loan portfolio and broader market conditions, incorporating forward-looking forecasts and management judgments.

Elevated levels of non-performing assets could reduce Busey’s profitability and strain operational resources.

Non-performing assets negatively impact Busey’s financial condition through lost interest income, increased loan administration costs, and adverse effects on efficiency ratios.

The resolution of these assets demands significant management attention and regulatory compliance, which can divert resources from other priorities.

Non-performing loans and OREO properties elevate Busey’s risk profile and require ongoing vigilance to minimize financial and operational disruptions.

Non-performing loans and OREO properties elevate Busey’s risk profile and require ongoing vigilance to minimize financial and operational disruptions, which may adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 38

Table of Contents Contents of Item 1A.

Loan concentrations in volatile markets could increase Busey’s exposure to economic downturns, adversely impacting financial stability.

Busey may have higher credit risk, or experience higher credit losses, to the extent its loans are concentrated by loan type, industry segment, borrower type, or geographic location of the borrower or collateral.

CRE represents an important component of Busey’s loan portfolio and is inherently sensitive to economic fluctuations.

Busey’s two primary categories of CRE are (1) CRE that is occupied by the property owner, and (2) CRE that is held as investment property.

The risks associated with these categories differ, as provided below:

• Occupant owned CRE:

The repayment of occupant owned CRE loans is largely dependent on the performance of the underlying business occupying the property.

If the borrower’s business experiences financial challenges or operational disruptions, it may impact their ability to service the loan.

However, occupant owned CRE loans generally benefit from the borrower’s vested interest in maintaining the property for their own business operations, which may reduce the risk of customer default.

• Investor owned CRE:

In contrast, investor owned CRE loans are primarily reliant on property cash flows generated by third-party tenants.

These loans are particularly sensitive to factors such as reduced rental income, higher vacancy rates, and regulatory changes.

Declines in market demand, economic downturns, or increased tenant defaults could significantly impact the borrower’s ability to repay these loans.

Declining borrower cash flows and fluctuating collateral values may lead to significant losses across Busey’s commercial loan portfolio.

Busey’s commercial loans are primarily underwritten based on the identified cash flow of the borrower, with collateral serving as secondary support.

Credit enhancements often include pledged collateral and personal guarantees, which enhance the likelihood of repayment.

However, the availability of funds for repayment—particularly for loans secured by accounts receivable—may depend significantly on the borrower’s ability to collect from their customers.

In periods of economic recession, this capacity could decline, increasing repayment risks.

Collateral securing loans may depreciate over time, be difficult to appraise, or fluctuate in value based on the borrower’s business performance.

With larger commercial loans and the less readily marketable nature of collateral, even a small number of loan loss incidents could materially impact Busey’s financial condition and operational results.

Real estate construction, land acquisition, and development loans are based upon estimates of costs and values associated with the complete project.

These estimates may be inaccurate, and Busey may be exposed to significant losses on loans for these projects.

Construction, land acquisition, and development loans involve additional risks because funds are advanced upon the security of the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in declining real estate markets.

Because of the uncertainties inherent in estimating construction costs and the realizable market value of the completed project, and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and to estimate the related loan-to-value ratio.

As a result, construction loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest.

If Busey’s appraisal of the value of the completed project proves to be overstated, or market values or rental rates decline, there may be inadequate security for the repayment of the loan upon completion of construction of the project.

If Busey is forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that it will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs.

In addition, Busey may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while it attempts to dispose of it.

Contents of Item 1A.

Loan concentrations in volatile markets could increase Busey’s exposure to adverse economic conditions and heighten credit risk.

Busey may face elevated credit risks, or experience increased credit losses, when its loan portfolio is concentrated by loan type, industry segment, borrower characteristics, or the geographic location of borrowers or collateral.

CRE is a significant component of Busey’s loan portfolio and is inherently sensitive to broader economic and market fluctuations.

Busey’s CRE portfolio primarily consists of (1) owner occupied CRE and (2) non-owner occupied CRE, each with distinct risk profiles:

• Owner occupied CRE:

Repayment of owner occupied CRE loans depends on the financial performance and operational stability of the business occupying the property.

Financial stress, cash flow constraints, or operational disruptions at the borrower level may impair repayment capacity.

However, these loans may benefit from the borrower’s incentive to maintain the property to support its ongoing business operations.

• Non-owner occupied CRE:

Non-owner occupied CRE loans rely on rental income generated by third party tenants.

These loans are more vulnerable to changes in market demand, tenant turnover, rising vacancy rates, reduced rental income, and potential regulatory shifts affecting commercial leasing or property use.

Economic downturns or weakened tenant performance can materially impact the borrower’s ability to meet repayment obligations.

If concentrations within the loan portfolio are not effectively monitored and managed, Busey could face heightened credit losses, increased earnings volatility, and reduced capital flexibility, which could materially and adversely affect its financial condition and results of operations.

Busey’s commercial lending activities expose it to repayment risks that may increase during periods of economic stress.

Busey primarily underwrites commercial loans based on the borrower’s projected cash flows, with collateral serving as secondary support.

Credit enhancements—such as pledged collateral and personal guarantees—are often used to improve the likelihood of repayment.

However, repayment capacity, particularly for loans secured by accounts receivable, may depend heavily on the borrower’s ability to collect payments from its own customers.

During periods of economic stress or industry‑specific downturns, borrowers may experience weakened collections, which can elevate repayment risk.

Collateral securing commercial loans may depreciate over time, be difficult to accurately value, or fluctuate in response to changes in the borrower’s financial condition or business performance.

Given the size of certain commercial loan exposures and the often less‑marketable nature of related collateral, even a limited number of credit losses within this portfolio could result in a disproportionately negative impact on the Company.

Failure to effectively manage these risks could lead to higher credit losses, reduced asset quality, and increased operational costs, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Construction, land acquisition, and development loans involve heightened risks that could adversely affect Busey’s credit performance.

Construction, land acquisition, and development lending carries additional risk because loan proceeds are advanced based on the projected value of a property that will not be realized until the project is completed.

In periods of declining real estate markets conditions, construction costs may exceed expected values, resulting in diminished collateral coverage.

Due to uncertainties in estimating total construction costs, timelines, and the ultimate market value of the completed property—and given the potential impact of zoning, permitting, environmental requirements, and other governmental regulations—accurately assessing required funding levels and the resulting loan‑to‑value ratio can be difficult.

First Busey Corporation (BUSE) | 2025 — 39

Table of Contents Contents of Item 1A.

Contents of Item 1A.

Repayment of these loans is often dependent on the successful completion and stabilization of the project, including the borrower’s ability to sell or lease the property, rather than solely on the borrower’s or guarantor’s financial capacity.

If Busey’s appraisal of the completed project proves overstated, or if market values or rental rates decline, the collateral securing the loan may be insufficient at completion.

In the event of default, foreclosure prior to or at completion may not result in full recovery of principal, interest, or associated foreclosure and holding costs, and Busey may be required to advance additional funds to complete the project or retain the property for an extended period.

Failure to effectively manage these risks could result in increased nonperforming assets, elevated expenses, and higher credit losses, which could materially and adversely affect Busey’s financial condition and results of operations.

Credit exposure to the energy industry may increase Busey’s vulnerability to sector-specific volatility.

Busey has limited credit exposure to energy-related loans across its western markets and throughout the United States.

A downturn or prolonged stagnation in the energy sector could adversely affect borrowers engaged in energy production, services, and related activities, potentially resulting in higher delinquencies and increased charge‑offs.

Pricing pressures on oil and natural gas may also contribute to elevated credit stress within the energy portfolio, higher loss expectations, greater utilization of unfunded commitments, and reduced demand for new energy-related credit.

Sustained uncertainty and price volatility in the energy sector may produce additional adverse effects that are difficult to quantify, and responses to climate change—whether through regulation, market shifts, or technological transition—may further weaken the financial condition of Busey’s energy‑sector clients, thereby increasing associated credit risk.

Failure to effectively manage these exposures could lead to increased nonperforming assets, greater operational costs, and higher credit losses, any of which could materially and adversely impact Busey’s financial condition and results of operations.

Credit quality deterioration in investment securities may result in significant realized losses, impacting Busey’s financial performance.

4 unchanged sentences

Failure to maintain sufficient capital to meet regulatory requirements could have material adverse effects on financial condition, liquidity, results of operations, and regulatory compliance.

Busey must meet regulatory capital requirements and maintain sufficient liquidity.

Busey’s ability to raise additional capital as needed will depend on conditions in the capital markets, economic conditions, and a number of other factors, including investor perceptions regarding the banking industry, market conditions, and governmental activities, many of which are outside Busey’s control, as well as on its financial condition and performance.

Accordingly, Busey cannot guarantee that it will be able to raise additional capital if needed or on terms acceptable to the Company.

In particular, if Busey is required to raise additional capital in the current interest rate environment, Busey believes the pricing and other terms investors may require in such an offering may not be attractive to the Company.

Busey’s failure to continue to maintain capital ratios in excess of the amounts necessary to be considered “well-capitalized” for bank regulatory purposes could affect customer confidence, its ability to grow, its costs of funds, the cost of FDIC insurance, its ability to pay dividends to its stockholders on outstanding stock, its ability to make acquisitions, and its business, results of operations, and financial condition.

Furthermore, under FDIC rules, if Busey ceases to meet the requirements to be considered a “well-capitalized” institution for bank regulatory purposes, the interest rates it pays on deposits and its ability to accept, renew, or rollover deposits, particularly brokered deposits, may be restricted.

Liquidity risks could affect operations and jeopardize Busey’s business, financial condition, and results of operations.

Liquidity is essential to Busey’s business.

An inability to raise funds through deposits, borrowings, sales of securities, sales of loans, and other sources could have a substantial negative effect on liquidity.

Busey’s primary sources of funds consist of deposits and funds from sales of investment securities, investment maturities and sales, and cash from operations.

Additional liquidity is available through repurchase agreements, brokered deposits, and the ability to borrow from the Federal Reserve Bank and the FHLB.

Access to funding sources in amounts adequate to finance or capitalize Busey’s activities or on terms that are acceptable to the Company could be impaired by factors that affect it directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.

In addition, increased competition with the largest banks and fintechs for retail deposits may impact Busey’s ability to raise funds through deposits and could have a negative effect on Busey’s liquidity.

Any decline in available funding and/or capital could adversely impact Busey’s ability to originate loans, invest in securities, meet its expenses, pay dividends to its stockholders, or meet deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition, and results of operations.

Busey is required to satisfy regulatory capital standards and to maintain sufficient liquidity to support ongoing operations and strategic objectives.

Its ability to raise additional capital when needed depends on conditions in the capital markets, broader economic trends, investor sentiment toward the banking industry, governmental actions, and other factors outside Busey’s control, as well as Busey’s own financial performance and condition.

As a result, Busey cannot guarantee that it will be able to obtain additional capital on favorable terms, or at all, if circumstances require it.

Failure to maintain capital ratios at levels sufficient to be considered “well‑capitalized” for regulatory purposes could negatively affect customer confidence, constrain growth opportunities, increase funding costs, raise FDIC insurance premiums, restrict the ability to pay dividends, limit acquisition capacity, and otherwise adversely affect business operations.

In addition, under FDIC regulations, if Busey no longer meets the standards to be deemed “well‑capitalized,” it may face restrictions on the interest rates it may pay on deposits and on its ability to accept, renew, or roll over deposits, particularly brokered deposits.

Failure to effectively manage capital and liquidity levels could result in higher funding costs, reduced operational flexibility, and diminished competitive positioning, any of which could materially and adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 40

Table of Contents Contents of Item 1A.

Contents of Item 1A.

Liquidity risks could affect operations and jeopardize Busey’s business, financial condition, and results of operations.

Maintaining sufficient liquidity is essential to Busey’s business model and ongoing operations.

Busey relies on a variety of funding sources—including deposits, borrowings, sales or maturities of securities, loan sales, and operating cash flows—to support lending activity, meet obligations, and manage daily liquidity needs.

Additional liquidity is available through repurchase agreements, brokered deposits, and borrowing capacity with the FHLB and the Federal Reserve Bank.

An inability to access these funding sources in adequate amounts or on acceptable terms could materially impair liquidity.

Access to funding may be negatively affected by factors specific to Busey, as well as broader conditions in the banking industry or the economy, many of which are beyond Busey’s control.

Increasing competition from large banks and fintech firms for retail deposits may further pressure Busey’s ability to attract and retain deposits, which could adversely affect liquidity.

A reduction in available funding or capital could constrain Busey’s ability to originate new loans, purchase investment securities, meet operating expenses, satisfy deposit withdrawal demands, or pay dividends to stockholders.

Failure to effectively manage liquidity needs could materially and adversely affect Busey’s liquidity position, overall financial condition, and results of operations.

Busey may face challenges accessing contingent liquidity during times of market stress.

Busey’s ability to access contingent liquidity during periods of market stress depends on its operational readiness to utilize central‑bank and other secured funding facilities.

Operational readiness includes maintaining current and complete legal documentation, ensuring proper internal controls and procedures, and pre-positioning eligible collateral with the Federal Reserve Banks or other liquidity providers.

The Federal Reserve periodically updates collateral requirements, valuation methodologies, and margin schedules, which can affect the type and value of assets considered eligible for borrowing.

Institutions that regularly pre‑pledge collateral and test operational access have been observed to access the Federal Reserve’s discount window more promptly during periods of financial stress, thereby reducing liquidity pressures and stabilizing funding profiles.

Failure to maintain adequate preparedness—including insufficient collateral, incomplete documentation, or inadequate operational testing—could limit Busey’s ability to access these facilities when needed, increase the cost of contingent funding, and heighten the risk of liquidity shortfalls.

Any such limitations could materially and adversely affect Busey’s liquidity position, financial condition, results of operations, and ability to meet its obligations as they come due.

COMPETITIVE AND STRATEGIC RISKS

2 unchanged sentences

Limited or negative analyst coverage could reduce the stock’s demand, market price, and trading volume.

Downgrades, unfavorable comparisons with competitors, or operating results that fall short of analyst expectations may further negatively affect stock performance.

The cessation of analyst coverage could exacerbate these challenges, diminishing interest in Busey’s stock.

Intense competition from traditional banks and fintech companies threatens market share.

Busey operates in highly competitive markets across Illinois, Missouri, Indiana, and Florida, with competitors ranging from national and regional banks to fintech companies offering digital-first solutions.

The rise of financial technology has introduced new challengers, including non-banks and large technology corporations, that offer services traditionally provided by banks, such as credit issuance, payment processing, and deposit alternatives.

Technological innovations, such as digital wallets, peer-to-peer lending, and blockchain-based transactions attract consumer interest and present a risk of disintermediation, where banks are bypassed as intermediaries.

To remain competitive, Busey must continuously invest in innovation and adapt to evolving customer preferences.

Failure to do so could lead to reduced loans, deposits, commissions, and profitability, adversely impacting Busey’s financial performance.

Failure to adapt to rapid technological advancements could erode competitiveness.

Technological advancements are reshaping the financial services industry, requiring organizations to balance external competitiveness with internal technological efficiency.

Meeting evolving customer expectations for convenience, security, and personalization requires significant investment in innovation and adaptation.

Falling behind in the adoption of innovative technologies could result in difficulties attracting new customers, retaining existing ones, and maintaining competitiveness.

Emerging trends, such as generative artificial intelligence, have the potential to disrupt the industry.

Although generative artificial intelligence offers opportunities to enhance operational efficiency, it also introduces risks, including fraud, security vulnerabilities, and compliance challenges.

While incorporating new technologies into Busey’s business is important in maintaining competitiveness, implementation of such technologies must prioritize security and compliance, which may delay its adoption.

Busey’s strategy of pursuing acquisitions exposes Busey to financial, execution, and operational risks that could negatively affect Busey.

Acquisitions remain a cornerstone of Busey’s growth strategy, exemplified by the planned CrossFirst acquisition.

While acquisitions provide opportunities for earnings enhancement and market expansion, they also involve significant risks:

• Integration Risks:

Aligning systems, procedures, and personnel as well as harmonizing organizational cultures can be complex and disruptive, potentially negatively impacting customers.

To realize anticipated benefits from a merger, Busey must successfully integrate an acquired company into its existing businesses, risk management framework, compliance systems, and corporate culture, in a manner that permits the anticipated benefits to be realized and that does not materially disrupt existing client relationships or result in decreased revenues due to the loss of clients.

Downgrades, unfavorable comparisons with competitors, or operating results that fall short of analyst’s expectations may further negatively affect stock performance.

The cessation of analyst coverage could exacerbate these challenges, diminishing interest in Busey’s stock and affecting stock performance.

Busey faces significant competition from traditional financial institutions and emerging non‑bank competitors threatening market share.

Busey operates in highly competitive markets across its geographic footprint, competing with national and regional banks, community banks, credit unions, and a range of non‑bank financial services providers, including fintech companies offering digital‑first products and platforms.

Advances in financial technology have enabled non‑banks and large technology firms to provide services historically offered by regulated financial institutions, such as payment processing, credit products, and deposit‑like alternatives.

First Busey Corporation (BUSE) | 2025 — 41

Table of Contents Contents of Item 1A.

• Credit Quality and Unknown Liabilities:

Acquired assets may carry hidden risks that adversely affect financial performance.

Insufficient or inadequate due diligence, beyond credit quality, could exacerbate these challenges.

• Market Conditions:

The price of acquisitions fluctuates with market conditions.

Busey has experienced times during which acquisitions could not be made in specific markets at prices that Busey’s management considered acceptable, and Busey expects that it will experience this condition in the future in one or more markets.

• Employee Attrition:

The integration process can lead to employee turnover, particularly among key personnel.

The success of a merger is dependent, in part, on Busey’s ability to retain the talents and dedication of key employees.

During an acquisition, it is possible that key employees may decide not to remain with the acquired company while the merger is pending or with Busey after the merger.

If Busey is unable to retain key employees, including management, who are critical to the successful integration and future operations of the combined company, Busey could face disruptions in its operations, loss of key information, expertise, or know-how, and unanticipated additional recruitment costs.

In addition, following a merger, if key employees terminate their employment, Busey’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause Busey’s business to suffer.

• Financing Challenges:

Acquisitions often require incurring debt or issuing new shares, thereby increasing Busey’s leverage and diminishing its liquidity.

Issuing capital stock to the sellers in an acquisition or to third-parties to raise capital could dilute the interests of Busey’s existing stockholders.

Issuance of new shares of Busey common stock may result in fluctuations in the market price of Busey common stock, including a stock price decrease.

• Substantial acquisition costs:

With any acquisition, Busey may incur a number of non-recurring costs associated with the merger and integration.

These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs, system conversion costs, added facilities costs, and other related costs.

Further, Busey could incur due diligence expenses which may not result in an acquisition.

• Delayed or unrealized benefits:

The time period in which anticipated benefits of a merger are fully realized may take longer than anticipated, or Busey may be unsuccessful in realizing the anticipated benefits from mergers and future acquisitions.

Contents of Item 1A.

Innovations including digital wallets, peer‑to‑peer lending platforms, and blockchain‑enabled financial services continue to reshape customer expectations and may increase the risk of disintermediation.

To remain competitive, Busey must continue to invest in technology, enhance digital capabilities, and respond to evolving customer preferences.

Failure to effectively manage competitive pressures could result in reduced loan and deposit balances, lower fee income, and diminished profitability, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Rapid technological change, digital innovation, and emerging artificial intelligence capabilities present competitive, operational, and compliance risks.

The financial services industry is undergoing significant digital transformation, requiring continual investment to meet evolving customer expectations for convenience, personalization, security, and speed.

Failure to effectively adopt, integrate, or govern new technologies—including generative AI—may impair Busey’s ability to attract and retain customers, compete with technologically advanced financial firms, or achieve anticipated efficiencies.

The increasing use of artificial intelligence across the industry also introduces risks related to cybersecurity, data privacy, intellectual property, fraud prevention, model governance, and evolving regulatory requirements.

Generative AI, in particular, enables more sophisticated impersonation, social‑engineering, and fraud schemes, increasing the need for robust controls, monitoring, and oversight.

Busey relies on third‑party technology providers for critical functions, and deficiencies in their performance, security practices, or Busey’s oversight could result in operational disruptions, service interruptions, or compliance failures.

Inadequate management of these technology‑related risks—including risks arising from rapid adoption of artificial intelligence—could lead to operational inefficiencies, elevated costs, regulatory exposure, diminished competitiveness, or cybersecurity incidents, and could materially and adversely affect Busey’s financial condition and results of operations.

Acquisitions and strategic combinations are important to Busey’s growth strategy, but they involve significant regulatory, operational, financial, and strategic risks.

Acquisitions and strategic combinations offer opportunities to expand market presence, diversify revenue streams, and enhance operational scale.

However, acquisitions inherently involve significant uncertainties and risks.

Each transaction requires extensive evaluation of financial, operational, cultural, and regulatory factors, and Busey must successfully integrate acquired operations while maintaining service quality, customer relationships, and internal controls.

The execution and integration challenges associated with acquisitions can affect multiple areas of the business.

These risks may be heightened by differences in business models, product offerings, compliance programs, or organizational cultures between Busey and the acquired institution.

Regulatory Approvals and Conditions:

• Bank mergers and acquisitions require approvals from multiple regulators and may be delayed, conditioned, or denied.

• Approvals may impose restrictions on operations, capital, or business practices that reduce expected benefits.

• Timing uncertainty around regulatory processes can increase integration costs and execution risk.

Due Diligence Limitations and Legacy Liabilities:

• Pre‑closing diligence has inherent limits and may not identify all credit, operational, legal, tax, compliance, Bank Secrecy Act and Anti-Money Laundering regulations, fair lending, environmental, or cybersecurity issues.

• Post‑closing discovery of legacy risks, including litigation, contractual obligations, off‑balance‑sheet exposures, or regulatory remediation, can increase costs and reduce anticipated returns.

First Busey Corporation (BUSE) | 2025 — 42

Contents of Item 1A.

Integration, Technology, Data, and Cybersecurity:

• Integrating systems, data, processes, models, and vendors is complex and may create operational disruptions or control gaps.

• Data conversions and core or digital platform migrations present risks related to data integrity, customer experience, and business continuity.

• Integration periods can heighten vulnerability to cyber incidents, fraud, and third‑party risk, including from new or inherited vendors.

Customer, Cultural, and Talent Retention:

• Harmonizing organizational cultures and compensation structures is challenging and may affect morale and productivity.

• Loss of key personnel or relationship managers, or deterioration in customer experience, can lead to client attrition and reduced business volumes.

• Retention and severance arrangements may increase expenses and dilute near‑term results.

Credit Quality, Valuation, and Purchase Accounting:

• Acquired portfolios may perform below expectations due to borrower‑specific, collateral, or concentration risks, among others.

• Fair value marks, credit loss allowances, and other purchase accounting adjustments may be larger than expected and affect earnings.

• Subsequent adverse performance could require additional provisions, write‑downs, or other valuation adjustments.

Financing, Capital, and Dilution:

• Transactions may require new debt or equity financing, increasing leverage, reducing liquidity, or diluting existing stockholder positions.

• Use of capital for acquisitions may reduce flexibility for other strategic investments or stockholder returns.

• Financing terms, covenants, or market conditions may limit post‑closing operating discretion.

Contractual, Legal, and Reputational Risk:

• Change‑of‑control provisions in customer, vendor, or employment contracts may trigger renegotiations, terminations, or penalties.

• Disputes, litigation, or claims related to the transaction or legacy activities may arise.

• Missteps in execution can damage brand and stakeholder trust, affecting customer acquisition and retention.

Internal Controls, Compliance, and Governance:

• Integrating control environments, policies, and risk management frameworks—including compliance with the Sarbanes-Oxley Act of 2002 and model risk management—may expose gaps or require material remediation efforts.

• Misalignment in risk appetite or governance practices can impair decision‑making and oversight.

First Busey Corporation (BUSE) | 2025 — 43

Contents of Item 1A.

Synergies, Timing, and Strategic Fit:

• Cost savings, revenue synergies, and strategic benefits may be smaller than projected, take longer to realize, or not materialize.

• Management distraction during the transaction and integration phases can adversely affect ongoing operations and strategic execution.

• Market availability and pricing of targets may limit opportunities or require terms that reduce expected returns.

Goodwill and Intangible Assets:

• Acquisitions typically result in goodwill and other intangibles, which are subject to periodic assessments and potential impairment.

• Any impairment charges could negatively affect reported earnings.

The risks above can lead to higher operating and integration costs, reduced revenue, credit losses, increased provisions, system and control remediation expenses, customer attrition, litigation, regulatory burdens, capital strain, and dilution.

Individually or in the aggregate, these factors could disrupt operations, reduce profitability, and impair capital and liquidity, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Introduction of new products and services carries financial and strategic risks.

2 unchanged sentences

Competitive pressures, underdeveloped markets, or unforeseen challenges can lead to delayed timelines and missed profitability targets.

Significant investments in technology and marketing may not yield the desired outcomes, potentially negatively affecting operating results.

Digital asset trends introduce regulatory, competitive and scalability challenges.

While Busey does not currently offer digital asset products, such as cryptocurrencies or stablecoins, the global adoption of digital assets presents competitive and regulatory challenges.

The appeal of digital assets lies in their transaction speed, cross-border capabilities, and anonymity.

However, these attributes also introduce risks, including fraud, volatility, and limited regulatory oversight.

Significant investments in technology and marketing may not yield the desired outcomes.

These risks may materially adversely affect Busey’s financial condition and results of operations.

The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey.

While Busey does not currently offer digital asset products such as cryptocurrencies or stablecoins, increasing global adoption of digital assets and distributed‑ledger technologies continues to influence customer expectations and competitive dynamics.

legislative and regulatory initiatives—including the enactment of the Guiding and Establishing National Innovation for U.S.

Stablecoins (GENIUS) Act in 2025, which establishes federal standards for payment stablecoin issuers, and ongoing Congressional efforts to finalize broader crypto‑market structure legislation such as the Digital Asset Market Clarity Act—signal a shift toward more comprehensive oversight of digital‑asset activities.

These regulatory developments may affect Busey even without offering digital‑asset products, including through increased expectations related to cybersecurity, anti‑money‑laundering controls, sanctions compliance, custody arrangements, data governance, and vendor‑risk management.

The competitive landscape is also evolving as traditional financial institutions, fintech companies, and technology firms leverage innovations such as stablecoin‑based payments, blockchain settlements, and digital‑wallet ecosystems.

These developments may accelerate disintermediation risks or shift customer behavior toward alternative financial platforms that offer new capabilities, higher transaction speeds, or programmable payment features.

To remain competitive, Busey must assess emerging technologies, invest in modern infrastructure, and maintain the flexibility to scale operational capabilities in response to changing market demand.

Failure to do so could impede Busey’s ability to offer competitive products, attract and retain customers, or respond to strategic opportunities.

Inadequate oversight or adaptation to these developments could lead to increased operational complexity, reduced competitiveness, and financial impacts that materially and adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 44

Table of Contents Contents of Item 1A.

As digital asset adoption grows, Busey must remain vigilant to market dynamics and regulatory developments.

Additionally, the ability to effectively and efficiently scale operations to meet customer demand is critical.

Failure to scale effectively could constrain Busey’s ability to invest in competitive products, hampering long-term growth and competitiveness.

Busey’s ability to navigate competitive pressures and strategic challenges depends on proactive investments in innovation, efficient integration of acquisitions, and the ability to anticipate and adapt to emerging trends.

Contents of Item 1A.

ACCOUNTING AND TAX RISKS

Financial statements are created, in part, by estimates, assumptions, and methods used by management, which, if incorrect, could cause unexpected losses in the future.

Financial statements are created, in part, using estimates, assumptions, and management judgments, which, if incorrect, could result in material misstatement and adverse effect on Busey’s financial position.

Busey’s financial performance is impacted by accounting principles, policies, and guidelines.

1 unchanged sentence

Certain accounting policies are critical and require management to make subjective and complex judgments about matters that are inherently uncertain, and materially different amounts could be reported under different conditions or using different assumptions.

If such estimates or assumptions underlying Busey’s Consolidated Financial Statements are incorrect, the Company may experience material losses.

If such estimates or assumptions underlying Busey’s Consolidated Financial Statements are incorrect, Busey may experience material losses.

One such assumption and estimate is the valuation analysis of Busey’s goodwill and other intangible assets.

Although Busey’s analysis does not indicate impairments exist, the Company is required to perform additional impairment assessments on at least an annual basis, which could result in future impairment charges.

Any future impairment of goodwill or other intangible assets, whether based on the current balances or future balances arising out of acquisitions, could have a material adverse effect on the results of operations by reducing net income or increasing net losses.

Although Busey’s analysis does not indicate impairments exist, Busey is required to perform additional impairment assessments on at least an annual basis, which could result in future impairment charges.

Any future impairment of goodwill or other intangible assets, whether based on the current balances or future balances arising out of acquisitions, could have a material adverse effect on Busey’s financial condition or results of operations.

Changes in accounting principles or guidelines could adversely affect financial reporting.

1 unchanged sentence

These changes are beyond Busey’s control, can be difficult to predict, and could materially impact how Busey reports its financial condition and results of operations.

In addition, trends in financial and business reporting, including environmental, social, and governance related disclosures, could require Busey to incur additional reporting expense.

Changes in these standards are continuously occurring, and the implementation of such changes could have a material adverse effect on Busey’s financial condition and results of operations.

Busey is subject to changes in tax law and may not realize tax benefits which could adversely affect its results of operations.

Changes in tax laws at national or state levels could have an effect on Busey’s short-term and long-term earnings.

Changes in tax laws at federal or state levels could influence Busey’s short-term and long-term earnings.

Tax law changes are both difficult to predict and beyond Busey’s control.

These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities.

In determining the provision for income taxes and filing tax returns, management makes judgments and estimates about the application of these inherently complex laws, related regulations, and case law.

These interpretations are subject to challenge by taxing authorities upon audit and may result in adjustments to our tax return filings, resulting in similar adverse impacts to our financial position.

Changes in tax laws could affect Busey’s earnings, its customers’ financial positions, or both.

Deferred tax assets are designed to reduce subsequent period income tax expense.

They arise, in part, as a result of net loss carry-overs, and other book accounting to tax accounting differences, for items such as expected credit losses, stock-based compensation, and deferred compensation.

Deferred tax assets are recorded for such items when it is anticipated that the tax consequences will be recognized in earnings in future periods.

A valuation allowance is established against a deferred tax asset when it is unlikely the future tax effects will be realized.

Significant judgment by management about matters that are, by nature, uncertain is required to record a deferred tax asset and establish a valuation allowance.

Deferred tax assets are future tax benefits carried on the balance sheet that allow for tax savings by reducing taxable income in subsequent periods.

They arise, in part, as a result of net loss carry-overs, and other book accounting to tax accounting timing differences, for items such as expected credit losses, stock-based compensation, and deferred compensation.

Deferred tax assets are recorded for such items when it is anticipated that the tax benefits will be recognized in earnings in future periods.

A valuation allowance is established against a deferred tax asset when it is more-likely-than-not that some or all of the future tax benefit will not be realized.

In evaluating the need for a valuation allowance, Busey estimates future taxable income based on management forecasts and tax planning strategies that may be available to the Company.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods prior to the expiration of the related net operating losses and may be limited by ownership change rules under Section 382 of the Internal Revenue Code.

If future events differ significantly from current forecasts, Busey may need to establish an additional valuation allowance against its deferred tax assets, which could have a material adverse effect on its financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 45

Table of Contents Contents of Item 1A.

While Busey has determined that no valuation allowance is currently required for any deferred tax assets, if future events differ significantly from current forecasts, the Company may need to establish a valuation allowance against its net deferred tax assets, which would have a material adverse effect on its results of operations and financial condition.

Contents of Item 1A.

Investments in tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on Busey’s financial results.

Busey invests in certain tax-advantaged projects promoting affordable housing, community development, and other community revitalization projects.

Busey invests in certain tax-advantaged projects promoting renewable energy, affordable housing, community development, and other community revitalization projects.

These investments are designed to generate a return primarily through the realization of federal and state income tax credits and other tax benefits over specified periods.

Busey is subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required at the project level, may fail to meet certain government compliance requirements and may not be realized.

The potential inability to realize these tax credits and other tax benefits could negatively impact Busey’s financial results.

The ultimate realization of these benefits depends upon having sufficient taxable income and on many other factors outside of Busey’s control, including changes in the applicable tax code and the ability of the projects to be completed.

Busey continues to monitor tax law developments and compliance with applicable regulations to mitigate these risks.

The potential inability to realize these tax credits and other tax benefits could negatively impact Busey’s earnings and financial condition.

OPERATIONAL RISKS

2 unchanged sentences

However, as with any framework, inherent limitations exist, particularly as new risks emerge or previously unidentified vulnerabilities become apparent.

The effectiveness of this framework depends on its alignment with Busey’s evolving risk profile, especially in light of the planned CrossFirst merger.

As the organization grows in complexity, risks related to integration, system coordination, and operational oversight may challenge the framework's capacity to adapt.

Failures to effectively manage these risks could adversely impact Busey’s financial condition, regulatory standing, and overall operational stability.

To address these challenges, Busey continuously refines its processes, leveraging advanced risk assessment tools and seeking alignment with industry best practices.

Despite these efforts, no risk management framework is foolproof, and unforeseen losses or disruptions remain a possibility.

The effectiveness of this framework depends on its alignment with Busey’s evolving risk profile, especially following the completion of the CrossFirst merger.

As the organization grows in complexity, risks related to system integration, process harmonization, and operational oversight may challenge the framework's capacity to adapt in a timely and effective manner.

Failures to identify and manage these risks could adversely affect Busey’s financial condition, regulatory standing, and overall operational stability.

To address these challenges, Busey continuously refines its risk management processes, leveraging enhanced risk assessment tools, investing in automation and analytics, and aligning with industry best practices.

Despite these efforts, no risk management framework is foolproof, and unforeseen losses or disruptions remain a possibility, which may materially and adversely affect Busey’s financial condition and results of operations.

Technological investments drive efficiency but introduce cybersecurity risks.

4 unchanged sentences

These threats not only compromise data integrity but also pose significant reputational and financial risks.

First Busey Corporation (BUSE) | 2024 — 44

Table of Contents Contents of Item 1A.

• Supply Chain Risk Amplification :

The outcomes of such risks include:

• Amplification of Vendor Risk:

Third-party vendors and their subcontractors introduce multi-layered risks, complicating oversight and heightening the likelihood of service interruptions or compliance breaches.

• Advanced Cyber Threats :

• Need for Advanced Cyber Protections:

As bad actors deploy increasingly sophisticated tactics, including artificial intelligence-driven impersonation and malware, the effectiveness of traditional cybersecurity defenses is diminished.

To mitigate these risks, Busey has implemented robust cybersecurity protocols, regular system audits, and incident response plans.

The use of artificial intelligence-powered tools, such as Verafin, provide additional layers of fraud detection, enabling proactive threat management.

The use of artificial intelligence-powered tools provide additional layers of fraud and threat detection, enabling proactive management.

However, as cybersecurity threats evolve, the possibility of system penetration persists even with robust security protocols in place.

As a result, successful or attempted cyber intrusions, vendor failures, or operational disruptions stemming from these evolving threats could materially and adversely impact Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 46

Contents of Item 1A.

Outsourcing dependencies could disrupt operations and increase compliance risks.

3 unchanged sentences

Risks are further amplified by geopolitical tensions, trade restrictions, or cyberattacks targeting these external partners.

Failures or breaches in these systems could disrupt Busey’s operations, damage its reputation, or result in significant legal exposure.

While Busey conducts rigorous due diligence when selecting third-party providers, residual risks from subsequent outsourcing tiers remain challenging to eliminate entirely.

While Busey conducts rigorous due diligence when selecting third-party providers, residual risks, especially from indirect outsourcing (fourth parties), remain challenging to eliminate entirely.

Failures or breaches in these systems could disrupt Busey’s operations, damage its reputation, and materially and adversely affect its financial conditions and results of operations.

Fraudulent activities could erode financial stability and customer trust.

1 unchanged sentence

Fraudulent activities, such as identity theft, phishing, and unauthorized transactions, could result in financial losses, regulatory penalties, and erosion of customer trust.

Busey employs a multi-layered approach to fraud prevention, including internal controls, insurance coverage, and advanced fraud detection tools, like Verafin.

However, even robust frameworks may not fully eliminate risks, particularly as threat actors adapt their tactics to exploit emerging vulnerabilities.

Busey employs a multi-layered approach to fraud prevention, including internal controls, advanced fraud detection tools, and insurance coverage.

However, even robust frameworks may not fully eliminate risks, particularly as threat actors adapt their tactics to exploit emerging industry vulnerabilities and customer vulnerabilities.

Accordingly, successful fraud attempts or failures in our fraud‑prevention controls could result in financial losses, increased operational costs, regulatory consequences, and reputational harm that could adversely affect Busey’s financial condition and results of operations.

Busey’s ability to attract and retain key personnel may affect future growth and earnings.

Busey’s ability to attract and retain experienced management and qualified personnel is critical to sustaining growth and executing its strategic objectives.

The leadership transitions associated with the CrossFirst merger highlight the importance of talent management in preserving operational continuity.

In addition to retaining key leaders, Busey’s ability to build a diverse and skilled workforce is essential to implementing its community-based strategy effectively.

First Busey Corporation (BUSE) | 2024 — 45

Table of Contents Contents of Item 1A.

Busey’s ability to attract and retain experienced management and qualified personnel remains critical to sustaining growth and executing its strategic objectives.

Despite continued investment in leadership development, succession planning, and employee engagement, competitive labor markets and evolving employee expectations pose ongoing challenges.

Beyond executive leadership, Busey's ability to build and maintain a diverse and skilled workforce is essential to implementing its community-based strategy and serving an expanded geographic footprint.

The unexpected departure of high-performing employees or difficulty in recruiting specialized talent could disrupt operations, delay strategic initiatives, or increase costs associated with workforce realignment, all of which may materially and adversely affect Busey’s financial condition and results of operations.

Damage resulting from negative publicity could harm Busey’s reputation and adversely impact its business and financial condition.

Busey’s ability to attract and retain customers, investors, and employees is contingent upon maintaining trust.

Negative public opinion could result from the Company’s actual or alleged conduct in a number of activities, including, but not limited to, employee misconduct, failure or perceived failure to deliver appropriate standards of service and quality, faulty lending practices, compliance failures, security breaches, corporate governance, sharing or inadequate protection of customer information, failure to comply with laws or regulations, and actions taken by government regulators and community organizations in response to that conduct.

The CrossFirst merger further underscores the importance of preserving a positive reputation during this period of transformation.

Mergers often attract heightened scrutiny from regulators, investors, and the public, amplifying the potential for reputational risks.

Missteps in integration, such as service disruptions, a perceived decline in quality, or employee dissatisfaction could adversely impact public perception.

The results of such actual or alleged misconduct or missteps could include customer dissatisfaction, inability to attract potential acquisition prospects, litigation, and heightened regulatory scrutiny.

These outcomes may lead to lost revenue, higher operating costs, and harm to Busey’s reputation.

Despite the cost or efforts made by the Company to address issues arising from reputational harm, there is no assurance that these efforts could fully mitigate adverse impacts on Busey’s business, financial condition, and results of operations.

Rapid adoption of generative artificial intelligence technologies introduces operational vulnerabilities.

The rapid adoption of generative artificial intelligence technologies introduces a range of operational risks, including intellectual property disputes, compliance challenges, and data privacy concerns.

The use of artificial intelligence in fraud schemes, such as impersonation attacks and social engineering, underscores the urgency of proactive governance.

Busey remains committed to addressing these risks through advanced technological tools, regular assessments, and collaboration with industry peers to stay ahead of evolving threats.

Busey’s ability to attract and retain customers, investors, employees, and business partners depends significantly on the trust placed in its brand, business practices, and commitment to responsible conduct.

Negative public opinion may arise from actual or alleged issues across a wide range of activities, including employee misconduct, customer service failures, loan origination or servicing practices, compliance or regulatory violations, cybersecurity incidents, data‑protection lapses, corporate governance concerns, product suitability issues, or perceived shortfalls in Busey’s community and stakeholder engagement.

Even isolated incidents—whether substantiated or not—can be rapidly amplified through social media, news outlets, or regulatory commentary, increasing the speed and scale at which reputational harm may occur.

Reputation risk is heightened by Busey’s relationship‑based operating model, in which customer loyalty and business development rely heavily on personal trust and perceived service quality.

Busey is also exposed to reputational impacts arising from its third‑party relationships, including vendors, fintech partners, and other service providers, whose failures or misconduct may be attributed to Busey.

First Busey Corporation (BUSE) | 2025 — 47

Contents of Item 1A.

Reputational harm can lead to customer attrition, reduced deposit and loan growth, lower fee income, diminished employee morale or retention challenges, increased regulatory scrutiny, delays in obtaining regulatory approvals, reduced investor confidence, and exposure to litigation or enforcement actions.

These effects may also limit Busey’s ability to pursue strategic initiatives or partnerships.

Any failure to effectively identify, monitor, and manage reputational risks could result in lost business opportunities, elevated costs, and operational disruptions, and could materially and adversely affect Busey’s financial condition and results of operations.

Severe weather, natural disasters, pandemics or other health crises, acts of war or terrorism and other external events could significantly impact Busey’s business.

Adverse external events—including severe weather, natural disasters, wildfires, pandemics or other public‑health crises, acts of war or terrorism, and other large‑scale disruptions—could significantly affect Busey’s operations and the ability of customers, counterparties, and third‑party providers to conduct business.

Such events may interrupt business activity, damage physical assets, disrupt supply chains, reduce demand for financial services, impair borrowers’ repayment capacity, increase vacancy rates in commercial properties, and reduce the value of collateral supporting Busey’s loan portfolio.

They may also lead to financial‑market volatility, elevated credit losses, and operational challenges stemming from facility closures, evacuations, or interruptions in access to banking channels.

Geopolitical conflicts can further influence energy prices, commodity markets, and financial‑market stability, while regulatory responses to these events may impose additional compliance or operational requirements.

Although Busey maintains business‑continuity plans and risk‑management processes, the occurrence of one or more such adverse events could disrupt operations, increase costs, reduce revenue, and materially and adversely affect Busey’s financial condition and results of operations.

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 1A. Risk Factors