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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 1330 added, 872 removed, 1994 unchanged (52% of the section changed)

1 unchanged sentence

Contents of Item 8.

Financial Statements & Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 49 )

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

CONSOLIDATED STATEMENTS OF INCOME

Consolidated Statements of Comprehensive Income (Loss)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

2 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES

Mergers and Acquisitions

BUSINESS COMBINATIONS

DEBT SECURITIES

5 unchanged sentences

REGULATORY CAPITAL

Tax Credit and Other Investments in Unconsolidated Entities

TAX CREDIT INVESTMENTS AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES

EMPLOYEE BENEFIT PLANS

9 unchanged sentences

First Busey Corporation (BUSE) | 2025 — 90

Table of Contents Contents of Item 8.

Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of First Busey Corporation and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

We have audited the accompanying consolidated balance sheets of First Busey Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

12 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

First Busey Corporation (BUSE) | 2025 — 91

Table of Contents Contents of Item 8.

Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

Allowance for Credit Losses on Loans ‑ Adjustments to Historical Loss Factors

As described in Notes 1 and 4 to the financial statements, the Company’s allowance for credit losses totaled $83.4 million, which consists of a reserve on loans collectively evaluated for impairment (a/k/a general reserve) of $81.6 million and a reserve on loans individually evaluated (a/k/a specific reserve) of $1.8 million at December 31, 2024.

The allowance for credit losses is measured on a collective loan pool basis when similar risk characteristics exist.

As described in Note 1 to the financial statements, the allowance for credit losses is measured on a collective (pool) loan basis when similar risk characteristics exist.

On a case by case basis, a loan may be evaluated on an individual basis based on disparate risk characteristics.

The measurement of expected credit losses on collectively evaluated loans is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the amortized cost basis.

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amortized cost basis.

Adjustments to historical loss information are made for differences in current loan specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions such as changes in unemployment rates, property values, and other relevant factors.

The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information.

We identified the adjustments to historical loss factors component of the allowance for credit losses as a critical audit matter, as auditing the underlying adjustments required significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty.

Our audit procedures related to the adjustments to historical factors within the allowance for credit losses include the following, among others:

• We obtained an understanding of the relevant controls related to the adjustments to historical factors in the calculation of the allowance for credit losses and tested such controls for design and operating effectiveness.

• We tested the completeness and accuracy of data used by management in determining adjustments to historical loss factors including testing the supporting data for agreement to internal or external source data.

• We tested management’s conclusions regarding the appropriateness of the adjustments, including magnitude and directional consistency, to historical loss factors included in the allowance for credit losses calculation.

The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information.

As described in Note 4 to the financial statements, Management estimates the allowance for credit losses balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts.

Historical credit loss experience provides the basis for the estimation of expected credit losses.

The allowance for credit losses consists of three components:

(1) specific allocations/individual reserves;

(2) quantitative reserves;

and (3) qualitative reserves.

We identified the adjustments to historical loss factors, including the forecasting and qualitative reserves components of the allowance for credit losses on pooled loans, as a critical audit matter, as auditing the underlying support and adjustments required significant auditor judgment as amounts determined or utilized by management rely on analysis that is highly subjective and includes significant estimation uncertainty.

Our audit procedures related to the adjustments to historical loss factors within the allowance for credit losses on pooled loans include the following, among others:

• We obtained an understanding of the relevant controls related to the allowance for credit losses on pooled loans and tested such controls for design and operating effectiveness, including those over approval of key data inputs including forecasted economic scenarios, loss drivers and qualitative factors (such as economic and business conditions) including validation of underlying data, qualitative reserve component in the calculation of the allowance for credit losses and tested such controls for design and operating effectiveness.

• We tested the completeness and accuracy of data used by management in determining the inputs to the forecasted economic scenarios and qualitative reserve component including testing the supporting data for agreement to internal or external source data.

• We tested management’s forecasts of future economic loss drivers, which include national unemployment, change in national gross domestic product, and change in National Housing Price Index, by comparing these forecasts to external and internal information sources.

• We tested management’s conclusions regarding the appropriateness of the qualitative reserve component, including magnitude and directional consistency of changes in the level of adjustments to historical loss information between periods and evaluating whether management’s conclusions were reasonable and consistent with Company provided internal data and external independent data, including data related to current and forecasted periods, to historical loss factors included in the allowance for credit losses calculation.

First Busey Corporation (BUSE) | 2025 — 92

Contents of Item 8.

Financial Statements and Supplementary Data

Business Combination ‑ Fair Value of Acquired Loans

As described in Notes 1 and 2 to the consolidated financial statements, on March 1, 2025, the Company completed its acquisition of CrossFirst Bankshares.

The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition.

Subsequent to the acquisition, fair value adjustments of $1.9 million have been recorded, as additional information and valuations became available.

As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $49.5 million was recorded as a result of the acquisition.

Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered purchase credit deteriorated (PCD) as of the acquisition date.

These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans.

Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non‑PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion.

The fair value of PCD loans at acquisition was $1.33 billion compared to a contractual value of $1.54 billion.

We identified the fair value of acquired PCD and non-PCD loans as a critical audit matter, because of the judgments necessary to determine the fair value of the loan portfolio acquired, the high degree of auditor judgment involved and the extensive audit effort involved in testing management estimates and assumptions related to classification and valuation methodology of PCD loans and discount rates on non-PCD loans.

Our audit procedures related to the valuation of the acquired loan portfolio included the following, among others:

• We obtained an understanding of the relevant controls related to the business combination, including the valuation of the acquired loan portfolio and management’s development of significant assumptions, and tested such controls for design and operating effectiveness.

• We obtained the valuation report prepared by a third party engaged by management, and gained an understanding of the valuation methodology applied to PCD and non‑PCD loans, as well as key inputs and assumptions.

• We tested the completeness and accuracy of data inputs provided by management and utilized in the calculation performed by the third‑party specialist.

• We utilized internal valuation specialists to assist in evaluating the discount rate on non‑PCD loans.

• We evaluated the appropriateness of management’s classification of PCD loans, and tested the propriety of the fair value credit marks associated with these loans.

/s/ RSM US LLP

1 unchanged sentence

however, an earlier year could not be established.

Champaign, Illinois

Des Moines, Iowa

February 26, 2026

First Busey Corporation (BUSE) | 2025 — 93

Table of Contents Contents of Item 8.

Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

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CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

As of December 31,

(dollars in thousands, except per share amounts) 2025 2024

Cash and cash equivalents:

6 unchanged sentences

Loans held for sale 5,752 3,657

Portfolio loans (net of ACL of $ 83,404 at December 31, 2024;

$ 91,740 at December 31, 2023)

Portfolio loans (net of ACL of $ 174,023 at December 31, 2025, and $ 83,404 at December 31, 2024)

13,393,776 7,613,683

1 unchanged sentence

Premises and equipment, net 193,444 118,820

Right of use assets 10,608 11,027

Goodwill 383,280 333,695

8 unchanged sentences

Securities sold under agreements to repurchase 166,929 155,610

Short-term borrowings — 12,000

Long-term debt — 18,000

Long-term borrowings 113,806 —

Subordinated notes, net of unamortized issuance costs 99,395 227,723

Junior subordinated debt owed to unconsolidated trusts 77,328 74,815

Lease liabilities 11,040 11,308

Other liabilities 272,338 222,815

2 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value, liquidation preference $ 222,750 at December 31, 2025 and zero at December 31, 2024

Common stock, $ 0.001 par value

100,000,000 shares authorized)

Additional paid-in capital 2,375,511 1,360,530

5 unchanged sentences

Total liabilities and stockholders’ equity $ 18,104,736 $ 12,046,722

Common shares issued 59,546,273 58,116,969

Treasury shares ( 2,650,292 ) ( 2,872,850 )

Common shares outstanding 56,895,981 55,244,119

Preferred shares issued and outstanding ( 1,000,000 shares authorized)

Common shares ( 200,000,000 authorized at December 31, 2025 and 100,000,000 authorized at December 31, 2024):

Issued 92,694,541 59,546,273

Treasury 5,070,111 2,650,292

Outstanding 87,624,430 56,895,981

See accompanying Notes to Consolidated Financial Statements .

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Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share amounts)

Years Ended December 31,

2024 2023 2022

(dollars in thousands, except per share amounts) 2025 2024 2023

Interest income

Interest and fees on loans $ 776,433 $ 426,422 $ 385,848

Interest and dividends on investment securities:

Taxable interest income 84,212 72,794 80,316

7 unchanged sentences

Short-term borrowings 621 701 12,775

Long-term debt 300 1,700 1,310

Senior notes — — 637

Long-term borrowings 2,841 300 1,700

Subordinated notes 8,602 12,650 12,406

6 unchanged sentences

Wealth management fees 69,426 63,630 57,309

Fees for customer services 30,933 29,044 33,111

Payment technology solutions 20,000 21,983 21,192

Treasury management services 17,322 8,377 7,435

Card services and ATM fees 18,048 13,424 12,305

Other service charges on deposit accounts 6,281 9,440 10,134

Mortgage revenue 2,565 2,075 1,089

19 unchanged sentences

Net income 135,262 113,691 122,565

Dividends on preferred stock 9,876 — —

Net income available to common stockholders $ 125,386 $ 113,691 $ 122,565

Weighted average number of common shares outstanding

Basic 84,007,614 56,610,032 55,432,322

Diluted 85,133,626 57,543,001 56,256,148

Basic earnings per common share $ 1.49 $ 2.01 $ 2.21

Diluted earnings per common share 1.47 1.98 2.18

Dividends declared per share of common stock 0.96 0.96 0.92

See accompanying Notes to Consolidated Financial Statements .

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Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Net income $ 135,262 $ 113,691 $ 122,565

1 unchanged sentence

Net unrealized holding gains (losses) on debt securities available for sale 76,192 10,295 58,498

Net unrecognized gains (losses) on debt securities transferred to held to maturity from available for sale — — ( 48,456 )

Reclassification adjustment for realized (gains) losses on debt securities available for sale included in net income 15,242 7,033 5,503

8 unchanged sentences

OCI 82,566 11,764 54,475

Total comprehensive income (loss) $ 125,455 $ 177,040 $ ( 121,209 )

Total comprehensive income $ 217,828 $ 125,455 $ 177,040

See accompanying Notes to Consolidated Financial Statements .

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

Shares Common

Stock Additional

Number of Shares Stock

(dollars in thousands) Preferred Common Preferred Common Additional

Capital Retained Earnings AOCI Treasury Stock Total

3 unchanged sentences

OCI, net of tax — — — — — — 82,566 — 82,566

Stock issued in acquisition, net of stock issuance costs 7,750 33,148,268 — 33 808,022 — — — 808,055

Issuance of preferred stock, net of issuance costs

215,000 — — — 207,447 — — — 207,447

Repurchase of stock — ( 3,063,100 ) — — — — — ( 69,859 ) ( 69,859 )

1 unchanged sentence

Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 514,785 — — ( 17,566 ) — — 12,284 ( 5,282 )

Issuance of treasury stock for stock options exercised, net of shares redeemed and related tax 218 — ( 5 ) — — 5 —

Net issuance of treasury stock for SSARs exercised and related tax

— 30,906 — — ( 1,174 ) — — 722 ( 452 )

Cash dividends on preferred stock

— — — — — ( 9,876 ) — — ( 9,876 )

Cash dividends common stock at $ 1.00 per share

— — — — — ( 81,113 ) — — ( 81,113 )

Stock dividend equivalents on RSUs/PSUs/DSUs — — 1,142 ( 1,142 ) — — —

Dividend equivalents on RSUs/PSUs/DSUs — — — — 1,620 ( 1,620 ) — — —

Stock-based compensation — — — — 17,120 — — — 17,120

Balance, December 31, 2025 222,750 87,624,430 $ — $ 93 $ 2,375,511 $ 336,707 $ ( 124,473 ) $ ( 118,856 ) $ 2,468,982

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

Number of Shares Stock

(dollars in thousands) Preferred Common Preferred Common Additional

Capital Retained Earnings AOCI Treasury Stock Total

Stockholders'

Balance, December 31, 2023 — 55,244,119 $ — $ 58 $ 1,323,595 $ 237,197 $ ( 218,803 ) $ ( 70,066 ) $ 1,271,981

Cumulative effect of change in accounting principal (ASU 2023-02) — — — — — ( 1,391 ) — — ( 1,391 )

Net income — — — — — 113,691 — — 113,691

OCI, net of tax — — — — — — 11,764 — 11,764

Repurchase of stock ( 227,935 ) — — — — ( 4,482 ) ( 4,482 )

Stock issued in acquisition, net of stock issuance costs — 1,429,304 — 2 34,232 — — — 34,234

Issuance of treasury stock for ESPP — 58,843 — — ( 325 ) — — 1,515 1,190

6 unchanged sentences

Balance, December 31, 2024 — 56,895,981 $ — $ 60 $ 1,360,530 $ 294,054 $ ( 207,039 ) $ ( 64,336 ) $ 1,383,269

Cumulative effect of change in accounting principal (ASU 2023-02) — — — ( 1,391 ) — — ( 1,391 )

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

Number of Shares Stock

(dollars in thousands) Preferred Common Preferred Common Additional

Capital Retained Earnings AOCI Treasury Stock Total

Stockholders'

Balance, December 31, 2022 — 55,279,124 $ — $ 58 $ 1,320,980 $ 168,769 $ ( 273,278 ) $ ( 70,552 ) $ 1,145,977

Net income — — — — — 122,565 — — 122,565

OCI, net of tax — — — — — — 54,475 — 54,475

Stock issued in acquisition, net of stock issuance costs 1,429,304 2 34,232 — — — 34,234

Repurchase of stock — ( 227,935 ) — — — — — ( 4,482 ) ( 4,482 )

Issuance of treasury stock for ESPP — 59,845 — — ( 530 ) — — 1,541 1,011

8 unchanged sentences

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Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Cash flows provided by (used in) operating activities

22 unchanged sentences

(Gain) loss on life insurance proceeds ( 508 ) ( 895 ) ( 759 )

(Increase) decrease in cash surrender value of bank owned life insurance ( 4,235 ) ( 3,942 ) ( 3,663 )

Increase in cash surrender value of bank owned life insurance ( 6,089 ) ( 4,235 ) ( 3,942 )

Provision for deferred income taxes 8,074 1,384 ( 2,920 )

5 unchanged sentences

Increase (decrease) in other liabilities ( 27,199 ) ( 8,517 ) 12,365

Net cash provided by (used in) operating activities $ 178,267 $ 173,390 $ 165,787

Net cash provided by operating activities $ 192,571 $ 178,267 $ 173,390

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Years Ended December 31,

(dollars in thousands) 2025 2024 2023

Cash flows provided by (used in) investing activities

8 unchanged sentences

Purchases of loans ( 116,761 ) ( 14,602 ) —

Net (increase) decrease in loans 364,455 65,240 ( 541,713 )

Net cash received in (paid for) acquisitions

Net decrease in loans 305,623 364,455 65,240

Net cash received in acquisitions (see Note 2 )

385,804 18,377 —

Cash paid for premiums on bank-owned life insurance ( 46 ) ( 74 ) ( 80 )

2 unchanged sentences

Proceeds from disposition of premises and equipment 936 2,247 4,425

Proceeds from sales of OREO and other repossessed assets, including cash payments collected 673 860 3,184

Net cash provided by (used in) investing activities $ 657,903 $ 550,987 $ ( 290,856 )

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

Net proceeds from OREO and other repossessed assets 21,958 673 860

Net cash provided by investing activities $ 1,097,564 $ 657,903 $ 550,987

Cash flows provided by (used in) financing activities

1 unchanged sentence

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 11,319 ( 32,969 ) ( 42,410 )

Net increase (decrease) in short-term borrowings ( 36,000 ) ( 335,000 ) 330,000

Proceeds from short-term borrowings 60,000

Repayment of short-term borrowings ( 71,158 ) ( 36,000 ) ( 335,000 )

Proceeds from other borrowings, net of debt issuance costs 40,000 — —

3 unchanged sentences

Cash paid for withholding taxes on stock-based payments ( 5,282 ) ( 1,755 ) ( 1,093 )

Proceeds from stock options exercised ( 3 ) — —

Proceeds from stock warrants exercised — 9 —

Proceeds from (cash paid for) the exercise of stock options, warrants, and SSARs ( 452 ) ( 3 ) 9

Issuance of treasury stock for the ESPP 1,845 — —

Issuance of preferred stock, net of stock issuance costs 207,447 — —

Common stock issuance costs ( 920 ) ( 141 ) —

Net cash provided by (used in) financing activities $ ( 858,092 ) $ ( 231,960 ) $ ( 483,862 )

Net cash used in financing activities $ ( 1,693,742 ) $ ( 858,092 ) $ ( 231,960 )

Net increase (decrease) in cash and cash equivalents $ ( 403,607 ) $ ( 21,922 ) $ 492,417

4 unchanged sentences

Interest $ 320,008 $ 208,359 $ 135,482

Income taxes 12,907 25,408 30,676

Non-cash investing and financing activities:

OREO acquired in settlement of loans $ 26 $ 189 $ 175

Transfer of debt securities available for sale to held to maturity — — 985,199

OREO and other repossessed assets acquired in settlement of loans $ 22,772 $ 26 $ 189

Transfer of loans held for sale to portfolio loans 359 — —

See accompanying Notes to Consolidated Financial Statements .

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Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

3 unchanged sentences

First Busey Corporation is a financial holding company organized under the laws of Nevada.

First Busey Corporation’s subsidiaries provide retail and commercial banking services and payment technology solutions, and offer a full range of financial products and services including depository, lending, security brokerage, investment management, and fiduciary services, to individual, corporate, institutional, and governmental customers through their locations in Illinois, Missouri, southwest Florida and Indianapolis, Indiana.

First Busey Corporation and its subsidiaries are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies.

Busey’s accounting and reporting policies conform to GAAP.

The Consolidated Financial Statements include the accounts of First Busey Corporation and its subsidiaries, which include Deed of Trust Services Corporation, and Busey Bank, including Busey Bank’s wholly-owned subsidiaries FirsTech, Pulaski Service Corporation, and Busey Capital Management, Inc.

Further, until its dissolution on December 18, 2023, First Busey Risk Management was a subsidiary of First Busey Corporation and included in the Company’s Consolidated Financial Statements .

The Consolidated Financial Statements include the accounts of First Busey Corporation and its subsidiaries, which include Deed of Trust Services Corporation, and Busey Bank, including Busey Bank’s wholly-owned subsidiaries Busey Capital Management, Inc., CrossFirst Investments, Inc., FirsTech, Inc., and Pulaski Service Corporation.

Further, until its dissolution on December 18, 2023, First Busey Risk Management, Inc.

was a subsidiary of First Busey Corporation and included in Busey’s Consolidated Financial Statements .

Operating results generated from acquired businesses are included with Busey’s results of operations starting from each date of acquisition.

2 unchanged sentences

Because Busey is not the primary beneficiary, the Consolidated Financial Statements exclude the following wholly-owned variable interest entities:

First Busey Statutory Trust II, First Busey Statutory Trust III, First Busey Statutory Trust IV, Pulaski Financial Statutory Trust I, Pulaski Financial Statutory Trust II, and Merchants and Manufacturers Bank Statutory Trust I.

CrossFirst Holdings Statutory Trust I, First Busey Statutory Trust II, First Busey Statutory Trust III, First Busey Statutory Trust IV, Merchants and Manufacturers Bank Statutory Trust I, Pulaski Financial Statutory Trust I, and Pulaski Financial Statutory Trust II.

Use of Estimates

5 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, interest-bearing deposits held with other financial institutions, and federal funds sold.

Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, and interest-bearing deposits held with other financial institutions.

The carrying amount of these instruments is considered a reasonable estimate of fair value.

3 unchanged sentences

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Financial Statements & Supplementary Data

Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restrictions on Cash and Cash Equivalents

At December 31, 2025, cash and cash equivalents included $ 13.6 million contractually restricted by a third-party service provider, $ 14.4 million pledged to secure obligations under derivative contracts, and $ 68.1 million of reserved cash subject to call by the Federal Reserve Bank, as a member of the Federal Reserve System.

Business Combinations

8 unchanged sentences

Instead, Busey recognizes these costs in its post-combination Consolidated Financial Statements in accordance with other applicable accounting guidance.

For additional information relating to Busey’s business combination activities, see “ Note 2.

Business Combinations .”

Investment Securities

Debt Securities Available for Sale

Debt securities classified as available for sale are those debt securities that Busey intends to hold for an indefinite period of time, but not necessarily to maturity.

Any decision to sell a security classified as available for sale would be based on factors including significant movements in interest rates, changes in the maturity mix of Busey's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors.

Any decision to sell a security classified as available for sale would be based on factors including significant movements in interest rates, changes in the maturity mix of Busey's assets and liabilities, liquidity needs, changes in investment strategy or outlook, regulatory capital considerations, and other similar factors.

Debt securities available for sale are carried at fair value, with unrealized gains and losses reported in OCI, net of taxes.

8 unchanged sentences

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

20 unchanged sentences

Accrued interest receivable is reported in other assets on the Consolidated Balance Sheets .

For additional information relating to Busey’s debt securities available for sale and debt securities held to maturity, see “ Note 3.

Debt Securities .”

Equity Securities

7 unchanged sentences

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

2 unchanged sentences

Servicing assets are recognized when servicing rights are acquired or retained through the sale of mortgage and government-guaranteed commercial loans.

The unpaid principal balances of loans serviced by Busey for the benefit of others totaled $ 582.5 million as of December 31, 2024, and $ 1.49 billion as of December 31, 2023, and are not included in the accompanying Consolidated Balance Sheets .

The unpaid principal balances of loans serviced by Busey for the benefit of others totaled $ 667.9 million as of December 31, 2025, and $ 582.5 million as of December 31, 2024, and are not included in the accompanying Consolidated Balance Sheets .

During the first quarter of 2024, Busey sold the mortgage servicing rights on approximately $ 923.5 million of one- to four-family mortgage loans for an estimated pre-tax gain of $ 7.5 million, which enabled Busey to sell available-for-sale debt securities with a book value of approximately $ 108.2 million for a pre-tax loss of $ 6.8 million.

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If Busey later determines that all or a portion of the impairment no longer exists for a particular group of loans, a reversal of the allowance may be recorded in current period earnings.

Busey had an immaterial amount of impairment recorded at December 31, 2024 and 2023.

Busey had $ 0.2 million of impairment recorded at December 31, 2025, and an immaterial amount at December 31, 2024.

Servicing fee income is recorded for fees earned for servicing loans.

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Busey amortizes the net amount over the contractual life of the related loan.

Syndication fees are earned when Busey is the lead agent in structuring, arranging, and administering a syndicated loan.

These fees are recognized as other noninterest income when the syndication is complete, except when a portion of the loan is retained, in which case Busey’s loan policies would apply.

Interest income is accrued daily on outstanding loan balances.

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Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

For additional information relating to Busey’s portfolio loans, see “ Note 4.

Portfolio Loans .”

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For additional information about loan modifications for borrowers experiencing financial difficulty, see “ Note 4.

P ortfolio Loans .”

Portfolio Loans .”

Allowance for Credit Losses

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The ACL is a valuation account that is deducted from the portfolio loans’ amortized cost bases to present the net amount expected to be collected on the portfolio loans.

Portfolio loans are charged off against the ACL when management believes the loan balance is uncollectible.

A portfolio loan balance is charged-off against the ACL when management believes that balance is uncollectible.

Recoveries will be recognized up to the aggregate amount of previously charged-off balances.

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A loan’s amortized cost basis is comprised of the unpaid principal balance of the loan net of charge-offs, accrued interest receivable, purchase premiums or discounts, and net deferred origination fees or costs.

Busey has estimated its allowance on the amortized cost basis, exclusive of government guaranteed loans and accrued interest receivable.

Further, as permitted under the practical expedient provided within ASC 326-20-35-6, Busey did not record an ACL for its Life Equity Loan ® portfolio due to no expected credit loss at default.

Busey has estimated its allowance on the amortized cost basis of the loans, exclusive of government guaranteed loans and accrued interest receivable.

As permitted under the practical expedient provided within ASC 326-20-35-6, Busey did not record an ACL for its Life Equity Loan ® portfolio due to no expected credit loss at default.

Busey writes off uncollectible accrued interest receivable in a timely manner and has elected to not measure an allowance for accrued interest receivable.

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Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate.

Ongoing impacts of CECL will be dependent upon changes in economic conditions and forecasts, originated and acquired loan portfolio composition, prepayment speeds, credit performance trends, portfolio duration, and other factors.

Factors that influence Busey’s calculation of its ACL include changes in economic conditions and forecasts, originated and acquired loan portfolio composition, prepayment speeds, credit performance trends, portfolio duration, and other factors.

For additional information relating to Busey’s ACL, see “ Note 4.

Portfolio Loans .”

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For all other loans, an ACL is established immediately after the acquisition through a charge to the provision for credit losses.

Upon adoption of ASC Topic 326 “Financial Instruments-Credit Losses” Busey applied the prospective transition approach for financial assets considered PCD that were previously classified as PCI and accounted for under ASC Subtopic 310-30 “Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality.” In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption.

The amortized cost basis of these PCD assets was adjusted to reflect an ACL for any remaining credit discount.

The noncredit discount is being accreted into interest income using the January 1, 2020, effective interest rate.

Subsequent changes in expected cash flows will be adjusted through the ACL.

For additional information relating to Busey’s PCD assets, see “ Note 2.

Business Combinations ” and “ Note 4.

Portfolio Loans .”

Other Real Estate Owned and Other Repossessed Assets

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Revenue, expense, gains, and losses from the operations of foreclosed assets are included in earnings.

For additional information relating to Busey’s OREO and other repossessed assets, see “ Note 5.

Other Real Estate Owned and Other Repossessed Assets .”

Long-Lived Assets

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Cash flows used for this analysis are those directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset.

Any impairment loss is measured as the amount by which the carrying value of the asset exceeds its fair value.

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Any impairment loss is measured as the amount by which the carrying value of the asset class exceeds its fair value.

Premises and Equipment

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Furniture and equipment 3 — 10 years

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Premises and equipment are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.

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Bank property held for sale is measured at the lower of amortized cost or estimated fair value less estimated costs to sell, and depreciation has been stopped.

For additional information relating to Busey’s premises and equipment, see “ Note 6.

Premises and Equipment .”

A determination is made at inception if an arrangement contains a lease.

For arrangements containing leases, Busey recognizes leases on the Consolidated Balance Sheets as right of use assets and corresponding lease liabilities.

Lease-related assets, or right of use assets, are recognized on the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received.

For arrangements containing leases, Busey classifies the lease as either operating, finance, or short-term.

Busey recognizes operating and finance leases as right of use assets and corresponding lease liabilities.

Right of use assets are recognized on the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received.

Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using the rate implicit in the lease or Busey’s incremental borrowing rate.

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Busey’s lease agreements often include one or more options to renew at Busey’s discretion.

When Busey considers the exercise of a renewal option to be reasonably certain, that renewal term is included in the calculation of the right of use asset and lease liability.

Operating lease expense is recognized on a straight-line basis over the lease term, including any renewal terms available through options to renew that Busey is reasonably certain to exercise.

Variable lease payments are expensed as incurred.

When Busey considers the exercise of a renewal option to be reasonably certain, contractual fixed lease payments for the renewal term are included in the calculation of the right of use asset and lease liability.

Right of use assets are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.

Operating Leases

Right of use assets for operating leases are included in other assets on the Consolidated Balance Sheets .

Lease liabilities for operating leases are included in other liabilities on the Consolidated Balance Sheets .

Lease costs for operating leases are recognized on a straight-line basis over the lease term.

Lease costs are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income .

Variable lease payments are expensed as incurred.

Finance Leases

Right of use assets for finance leases and the related accumulated amortization are included in premises and equipment, net, on the Consolidated Balance Sheets .

Lease liabilities for finance leases are included in long-term borrowings on the Consolidated Balance Sheets .

Repayments of the principal portion of finance lease liabilities are reflected as financing activities on the Consolidated Statements of Cash Flows .

Lease costs for finance leases are composed of interest expense and amortization expense.

Interest expense on finance leases is reflected as interest expense on long-term borrowings on the Consolidated Statements of Income .

Amortization expense on finance leases is reflected as noninterest expense for net occupancy of premises on the Consolidated Statements of Income .

Busey had one finance lease as of December 31, 2025, which was acquired through its acquisition of CrossFirst.

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Short-term Leases

Leases with terms of twelve months or less are classified as short-term leases.

Busey made an accounting policy election to not recognize short-term leases on the balance sheet.

Lease costs for short-term leases are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income .

For additional information relating to Busey’s leases, see “ Note 7.

Goodwill and Other Intangibles

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Other intangible assets are amortized over their estimated useful lives, and are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.

See “ Note 8.

Goodwill and Other Intangible Assets ” for additional information.

For additional information relating to Busey’s goodwill and other intangible assets, see “ Note 8.

Goodwill and Other Intangible Assets .”

Cash Surrender Value of Bank Owned Life Insurance

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Federal Reserve member banks are required to own a certain amount of Federal Reserve Bank stock.

Busey's investment in Federal Reserve Bank stock was $ 43.9 million as of December 31, 2024.

Busey's investment in Federal Reserve Bank stock was $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024.

Busey’s investment in Federal Reserve Bank stock represents approximately half of the total required subscription, and the remaining half is unpaid and remains subject to call by the Federal Reserve Bank.

As such, Busey reserved cash of $ 43.9 million as of December 31, 2024.

Busey Bank is a member of the FHLB system.

FHLB members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors, and may invest in additional amounts.

Busey's investment in FHLB stock was $ 6.0 million as of both December 31, 2024 and 2023.

As such, Busey reserved cash of $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024.

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Federal Reserve Bank stock and FHLB stock are carried at cost in restricted bank stock on the Consolidated Balance Sheets .

Busey Bank is also a member of the FHLB system.

FHLB members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors, and may invest in additional amounts.

Busey's investment in FHLB stock was $ 8.9 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.

In connection with the CrossFirst acquisition, Busey acquired Bankers’ Bank of the West Bancorp, Inc.

bank stock and has an immaterial amount as of December 31, 2025.

Federal Reserve Bank stock, FHLB stock, and Bankers’ Bank of the West Bancorp, Inc.

bank stock are carried at cost in restricted bank stock on the Consolidated Balance Sheets .

Cash reserves are included in interest-bearing deposits as part of Busey’s total cash and cash equivalents balances reported on the Consolidated Balance Sheets .

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First Busey Corporation and its subsidiaries file consolidated federal and state income tax returns with each subsidiary computing its taxes on a separate entity basis.

Busey monitors evolving federal and state tax legislation and its potential impact on operations on an ongoing basis.

On July 4, 2025, federal legislation was enacted, commonly referred to as the "One Big Beautiful Bill Act" ("OBBBA"), which made many tax provisions of the 2017 Tax Cuts and Jobs Act ("TCJA") permanent.

It also introduced several notable amendments to TCJA.

Most notably, OBBBA reinstated immediate expensing of domestic research and development expenditures, 100% bonus depreciation on qualifying assets placed in service after January 19, 2025, favorable modifications to Section 163(j) of the Internal Revenue Code, and provided incentives for financial institutions to increase lending in rural and agricultural communities.

The effects of this legislation have been reflected in the December 31, 2025, Consolidated Financial Statements .

Busey has determined that the impact of this legislation on future reporting periods is not expected to be material.

Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, which requires significant judgment.

Busey is no longer subject to U.S.

federal, state, or local income tax examinations by tax authorities for the years before 2021.

Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that the deferred tax assets will not be realized.

The determination of the recoverability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions.

In 2024, Busey recorded a one-time deferred tax valuation adjustment of $ 1.4 million resulting from a change to the Illinois apportionment rate due to recently enacted regulations.

These new regulations are expected to lower Busey’s ongoing tax obligation in future periods, but created a negative adjustment to the carrying value of Busey’s deferred tax asset in 2024.

Management believes that it is more likely than not that the deferred tax assets included in the accompanying Consolidated Financial Statements will be fully realized.

Busey determined that no valuation allowance was required as of December 31, 2024, or 2023.

Positions taken in tax returns may be subject to challenge upon examination by the taxing authorities.

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When applicable, Busey recognizes interest accrued related to unrecognized tax benefits and penalties in operating expenses.

At December 31, 2024, Busey Bank was under examination by the Florida Department of Revenue for its 2020 to 2022 corporate income tax filings.

Busey Bank accrued $ 0.1 million related to potential assessment adjustments and interest.

Other than this, Busey had no accruals for payments of interest and penalties related to uncertain tax positions at December 31, 2024, or 2023.

Further, in February of 2025, Busey received notice of audit initiation from the Illinois Department of Revenue for M&M’s tax filings for the tax years 2022 and 2023.

Busey had no accruals for payments of interest and penalties related to uncertain tax positions at December 31, 2025.

The federal and state tax returns filed by First Busey Corporation and its subsidiaries remain subject to examination by taxing authorities for three years.

Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that the deferred tax assets will not be realized.

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Tax Credit and Other Investments in Unconsolidated Entities

Busey has invested in certain tax-advantaged projects promoting affordable housing, new markets, and historic rehabilitation.

These investments are designed to generate returns primarily though the realization of federal and state income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods.

These investments are considered to be variable interest entities, and are accounted for under the equity, cost, or proportional amortization practical expedient methods, as appropriate.

These investments involve significant management judgments, including a determination of which entities have the power to direct activities, and whether these entities are variable interest entities.

For additional information relating to Busey’s income taxes, see “ Note 13.

Income Taxes .”

Tax Credit Investments and Other Investments in Unconsolidated Entities

Busey has invested in certain tax-advantaged projects promoting affordable housing, community development, and renewable energy sources.

These investments are designed to generate returns primarily through the realization of federal and state income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods.

Busey accounts for investments in tax-advantaged projects using the proportional amortization method.

Income tax credits and other tax benefits, net of investment amortization, were included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income .

In addition, Busey has private equity investments, which are primarily in funds that invest in small businesses across diverse sectors including, but not limited to, financial technology, business services, manufacturing, agribusiness, healthcare, software as a service, and environmental, or supporting the preservation of affordable housing.

Private equity investments in unconsolidated entities involve significant management judgments, including a determination of which entities have the power to direct activities, and whether these entities are variable interest entities.

Busey is required to evaluate whether to consolidate a variable interest entity at both inception and on an ongoing basis.

Busey is not required to consolidate variable interest entities in which it has concluded it does not have a controlling financial interest and is not the primary beneficiary.

Busey’s maximum exposure to loss related to its investments in these unconsolidated variable interest entities is limited to the carrying amount of the investment, net of any unfunded capital commitments and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level.

Busey believes potential losses from these investments are remote.

Upon adoption of ASU 2023-02 on January 1, 2024, Busey elected to apply the proportional amortization method in accounting for investments in tax-advantaged projects.

For additional information regarding these investments, see “ Note 14.

Tax Credit and Other Investments in Unconsolidated Entities .”

Treasury Stock

Treasury stock acquired is recorded at cost.

Treasury stock issued is valued based on the “first-in, first-out” method.

Gains and losses on issuance are recorded as increases or decreases to additional paid-in capital.

Stock-Based Employee Compensation

Busey’s maximum exposure to loss related to its investments in these unconsolidated variable interest entities is limited to the carrying amount of the investments and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level.

Busey believes potential losses from these investments are unlikely.

Private equity investments are accounted for under the equity method, utilizing the practical expedient to fair value measurement, as appropriate.

Most of these investments support Busey’s regulatory compliance with the Community Reinvestment Act.

For additional information relating to Busey’s tax credit and other investments, see “ Note 14.

Tax Credit Investments and Other Investments in Unconsolidated Entities .”

Stock-Based Compensation

Busey’s equity incentive plans are designed to encourage ownership of its common stock by its employees and directors, to provide additional incentive for them to promote the success of Busey’s business, and to attract and retain talented personnel.

Stock Options

Busey has outstanding stock options assumed from acquisitions.

All stock options that remained outstanding as of December 31, 2025, were fully vested.

Stock-Settled Appreciation Rights

Busey assumed SSARs in connection with the CrossFirst acquisition.

The fair value of each SSAR was estimated at the acquisition date using a Monte Carlo simulation.

2020 Equity Plan

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RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria.

Each RSU is equivalent to one share of Busey’s common stock.

Each RSU represents the future right to receive one share of Busey’s common stock.

Busey’s RSUs have requisite service periods ranging from one year to five years , and are subject to accelerated vesting upon eligible retirement from Busey.

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PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and remaining employed through the end of such performance period.

Each PSU is equivalent to one share of Busey’s common stock.

Each PSU represents the future right to receive one share of Busey’s common stock.

The number of PSUs that ultimately vest will be determined based on the extent to which the established performance criteria are achieved.

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DSU awards are stock-based awards with a deferred settlement date.

Each DSU is equivalent to one share of Busey’s common stock.

Each DSU represents the future right to receive one share of Busey’s common stock.

DSUs vest over a one-year period following the grant date.

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After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.

Stock Options

Busey has outstanding stock options assumed from acquisitions.

All stock options that remained outstanding as of December 31, 2024, were fully vested.

Employee Stock Purchase Plan

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The purpose of the ESPP is to provide a means through which Busey associates may acquire a proprietary interest in the Company by purchasing shares of its common stock at a discounted price through voluntary payroll deductions, to assist in retaining the services of current associates and securing and retaining the services of new associates, and to provide incentives for Busey associates to exert maximum efforts toward the Company’s success.

Because the ESPP provides the opportunity for Busey associates to purchase Busey’s common stock at a 15 % discount from the market price, the plan is considered to be a compensatory plan under current accounting guidance.

Therefore, the entire amount of the discount is recognized in salaries, wages, and employee benefits on the Consolidated Statements of Income .

For additional information relating to Busey’s stock-based compensation, see “ Note 16.

Stock-Based Compensation .”

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Because the ESPP provides opportunity for Busey associates to purchase Busey’s common stock at a 15 % discount from the market price, the plan is considered to be a compensatory plan under current accounting guidance.

Therefore, the entire amount of the discount is recognized in salaries, wages, and employee benefits on the Consolidated Statements of Income .

See “ Note 16.

Stock-based Compensation ” for further discussion.

Preferred Stock

Busey’s Series A Non-Cumulative Perpetual Preferred Stock

On March 1, 2025, in connection with the CrossFirst acquisition, Busey issued 7,750 shares of Busey Series A Preferred Stock, which were issued to holders of shares of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock.

The Busey Series A Preferred Stock bears a dividend rate of 8.00 % per annum on the liquidation preference of $ 1,000 per share.

Dividend payments commenced with the June 15, 2025, payment date.

The Busey Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision.

Busey may redeem the Busey Series A Preferred Stock, in whole or in part, on or after March 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date of redemption.

Additional information about the Busey Series A Preferred Stock can be found in (a) Busey’s Form 8‑K filed with the SEC on August 27, 2024 , and the Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc.

filed therewith;

and (b) Busey ’ s Form 8 ‑ K filed with the SEC on March 3, 2025 , and the Certificate of Designation of Series A Non -Cumulative Perpetual P referred Stock of First Busey Corporation filed therewith.

Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock

On May 20, 2025, Busey issued 8,600,000 depositary shares (the “Depositary Shares,”), which are traded on The Nasdaq Global Select Market under the symbol “BUSEP.” Each Depositary Share represents a 1/40th interest in a share of Busey Series B Preferred Stock.

The Series B Preferred Stock has a liquidation preference of $ 1,000 per share (equivalent to $ 25 per Depositary Share).

Dividend payments for the Series B Preferred Stock commenced with the September 1, 2025, payment date.

The Series B Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision.

Busey may redeem the Series B Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after June 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share (equivalent to $ 25 per Depositary Share) plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

Additional information about the Depositary Shares and the Series B Preferred Stock can be found in Busey’s Form 8-K filed with the SEC on May 20, 2025 , and the exhibits filed therewith.

Preferred Stock Summary

The following table summarizes Busey’s preferred stock issuances as of December 31, 2025:

Title of Each Issue Shares Authorized Shares Issued Shares Outstanding Balance Per Share Preference in Liquidation Aggregate Liquidation Preference

Preferred stock, $ 0.001 par value:

Series A Non-Cumulative Perpetual Preferred Stock 7,750 7,750 7,750 $ 7.75 $ 1,000.00 $ 7,750

8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock

230,000 215,000 215,000 $ 215.00 $ 1,000.00 $ 215,000

Busey had no preferred stock issuances as of December 31, 2024.

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Changes in preferred stock issued are presented in the following table:

Years Ended December 31,

Title of Each Issue 2025 2024 2023

Series A Non-Cumulative Perpetual Preferred Stock $ 7.75 $ — $ —

8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock

Treasury Stock

Treasury stock acquired is recorded at cost.

Treasury stock issued is valued based on the “first-in, first-out” method.

Gains and losses on issuance are recorded as increases or decreases to additional paid-in capital.

Off-Balance Sheet Arrangements

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These commitments are generally at variable interest rates, they generally have fixed expiration dates or other termination clauses, and they may require the customer to pay a fee.

Commitments for equity lines of credit may expire without being drawn upon;

Commitments for lines of credit may expire without being drawn upon;

therefore, the total commitment amounts do not necessarily represent future cash requirements.

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Off-balance-sheet credit exposure segments share the same risk characteristics as portfolio loans.

Busey incorporates a probability of funding and utilizes the ACL loss rates to calculate a reserve for off-balance-sheet credit exposure, which is carried on the Consolidated Balance Sheets in other liabilities rather than as a component of the ACL.

The reserve for off-balance-sheet credit exposure is adjusted as a provision for off-balance-sheet credit exposure and is reported as a component of noninterest expense in the accompanying Consolidated Statements of Income .

The reserve for off-balance-sheet credit exposure is adjusted as a provision for unfunded commitments and is reported as a component of the provision for credit losses in the accompanying Consolidated Statements of Income .

Liabilities recorded as reserves for Busey’s off-balance sheet credit exposure under these commitments totaled $ 13.0 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.

Derivative Financial Instruments

Busey utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position.

Additionally, Busey enters into derivative financial instruments, including interest rate lock commitments issued to residential loan customers for loans that will be held for sale, forward sales commitments to sell residential mortgage loans to investors, and interest rate swaps with customers and other third parties.

For additional information relating to Busey’s off-balance sheet arrangements, see “ Note 18.

Outstanding Commitments and Contingent Liabilities .”

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Derivative Financial Instruments

Busey utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position.

Interest Rate Swaps Designated as Cash Flow Hedges

Busey entered into derivative instruments designated as cash flow hedges.

For a derivative instrument that qualifies and is designated as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

For a derivative instrument that qualifies and is designated as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, and in the same category affected by the hedged transaction on the Consolidated Statements of Income .

Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.

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Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.

Swap fee revenue is typically recognized upon completion of Busey’s performance obligation.

Interest Rate Lock Commitments

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Risk Participation Agreements

Busey has entered into risk participation agreements to manage the credit risk of its derivative position.

These agreements transfer credit risk related to an interest rate swap to another financial institution.

To manage the credit risk exposure related to customer-facing swaps, Busey entered into risk participation agreements in conjunction with loan participation arrangements with other financial institutions.

These agreements transfer credit risk related to an interest rate swap between Busey and another financial institution.

Risk participation agreements that Busey has entered into are structured as follows:

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If the counterparty’s customer defaults on the swap contract and Busey (seller) fulfills its payment obligations under the risk participation agreement, Busey (seller) is entitled to a pro rata share of the counterparty’s claim against the customer under the terms of the swap agreement.

For additional information relating to Busey’s derivative financial instruments, see “ Note 19.

Derivative Financial Instruments .”

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in “ Note 20.

Fair Value Measurements .” Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items.

Fair values of financial instruments are estimated using relevant market information and other assumptions.

Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items.

Changes in assumptions or in market conditions could significantly affect these estimates.

Comprehensive Income (Loss)

For additional information relating to Busey’s fair value measurements, see “ Note 20.

Fair Value Measurements .”

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income.

Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale debt securities and unrealized gains and losses on cash flow hedges, are reported net of taxes as a separate component within the equity section of the balance sheet, such items, along with net income, are components of comprehensive income (loss).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Disclosure

However, certain changes in assets and liabilities, such as unrealized gains and losses on available for sale debt securities and unrealized gains and losses on cash flow hedges, are reported net of taxes as a separate component within the equity section of the balance sheet.

Such items, along with net income, are components of comprehensive income.

Busey uses the specific identification method to determine the cost of securities sold and the amounts to be reclassified out of AOCI into earnings.

Income tax effects of these items are released from AOCI contemporaneously with the related gross pretax amount.

Operating Segments

Operating segments are components of a business that (1) engage in business activities from which the component may earn revenues and incur expenses;

4 unchanged sentences

Banking, Wealth Management, and FirsTech.

See “ Note 23.

Operating Segments and Related Information ” for further discussion.

For additional information relating to Busey’s operating segments, see “ Note 23.

Operating Segments and Related Information .”

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ASC Topic 606 “Revenue from Contracts with Customers” outlines a single model for companies to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry-specific guidance.

6 unchanged sentences

Wealth management fees represent fees due from wealth management customers as consideration for managing the customers' assets.

Wealth management and trust services include custody of assets, investment management, fees for trust services, and other fiduciary activities.

Wealth management and trust services include custody of assets, investment management, trust services, farm management, and other fiduciary activities.

Also included are fees received from a third-party broker-dealer as part of a revenue sharing agreement for fees earned from customers that Busey refers to the third party.

3 unchanged sentences

Revenue is recognized when the performance obligation is completed, which is generally monthly.

Fees for Customer Services

Fees for customer services consist of time-based revenue from service fees for account maintenance, item-based revenue from fee-based activity, and transaction-based fee revenue.

Treasury Management Services, Card Services and ATM Fees, and Other Service Charges on Deposit Accounts

Treasury management services include business analysis charges and wire transfer fees.

Card services and ATM fees include interchange and ATM related fees.

Other service charges on deposit accounts include non-sufficient funds and service charges on personal accounts.

Revenue is recognized when the performance obligation is completed, which is generally monthly for account maintenance services, or when a transaction has been completed.

Payments for such performance obligations are generally received at the time the performance obligations are satisfied.

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Reclassifications

1 unchanged sentence

Impact of Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023‑07 “ Segment Reporting (Topic 820):

Improvements to Reportable Segment Disclosures ” requiring enhanced disclosures related to significant segment expenses.

This standard was adopted on a retrospective basis beginning with the annual reporting period ending December 31, 2024.

Adoption of this standard did not have a material impact on Busey’s financial position or results of operations, but resulted in enhanced disclosures.

In March 2023, the FASB issued ASU 2023‑02 “Investments—Equity Method and Joint Ventures (Topic 323),” permitting an election to use the proportional amortization method to account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits, regardless of the tax credit program from which the income tax credits are received, provided that certain conditions are met.

The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense.

Busey adopted this standard on a modified retrospective basis on January 1, 2024.

Upon adoption, Busey recorded an after-tax decrease to retained earnings of $ 1.4 million for the cumulative effect of adopting ASU 2023‑02.

This transition adjustment included a $ 2.4 million decrease in other assets, a $ 0.5 million decrease in other liabilities, and a $ 0.5 million increase in deferred tax assets.

In March 2023, the FASB issued ASU 2023‑01 “ Leases (Topic 842):

Common Control Arrangements ,” which requires amortization over the useful life of leasehold improvements (not the lease term) when the lease is between entities under common control, and any value of such leasehold improvements remaining at the end of the lease term is to be accounted for as a transfer between entities under common control.

Busey adopted this standard on a prospective basis on January 1, 2024.

Adoption of this standard did not have a material impact on Busey’s financial position or results of operations.

In June 2022, the FASB issued ASU 2022-03 “Fair Value Measurements (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual restrictions on the sale of equity securities are not considered in measuring the fair value of those equity securities, and further that contractual sale restrictions cannot be recognized and measured as a separate unit of account.

Busey adopted this standard on a prospective basis on January 1, 2024.

Adoption of this standard did not have a material impact on Busey’s financial position or results of operations.

In March 2024, the FASB issued ASU 2024-01 “ Compensation-Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards ” to clarify that certain “profits interests” are within the scope of Topic 718 by amending the language and providing illustrative examples on how the scope guidance in paragraph 718-10-15-3 should be applied.

This update is intended to improve clarity of the accounting standards codification, not to change the guidance.

This update is effective for Busey for annual and interim reporting periods beginning January 1, 2025.

Busey does not currently have any Profit Interest and Similar Awards, so adoption of this ASU did not have any impact on its financial position and results of operations.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2023 the FASB issued ASU 2023-09 “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” requiring all entities to disclose, on an annual basis, income taxes paid (net of refunds received) disaggregated by jurisdiction.

All entities must disclose the amount of income taxes paid to each individual jurisdiction in which income taxes paid (net of refunds) is equal to or exceeds 5% of total income taxes paid.

Disclosure of comparative information by jurisdiction for all years presented is not required, a jurisdiction only needs to be disclosed in the periods where the 5% threshold is met.

Public business entities are required to adopt ASU 2023-09 starting with the first year beginning after December 15, 2024;

accordingly, Busey is subject to ASU 2023-09 starting in 2025.

Busey reported Federal income tax payments of $ 16.8 million and income tax payments to all other jurisdictions of $ 4.1 million, net of related refunds, for total income tax payments of $ 20.9 million.

Recently Issued Accounting Standards Not Yet Adopted

In November 2025, the FASB issued ASU 2025-09 “ Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements ” to expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions, enabling entities to apply hedge accounting treatment to a broader portfolio of forecasted transactions.

Under the amendments in this update, a group of individual forecasted transactions can be designated as a cash flow hedge if they have a similar risk exposure.

Individual forecasted transactions are considered to have a similar risk exposure when the derivative used as the hedging instrument is highly effective against each hedged risk in the group.

This update is to be applied on a prospective basis for all hedging relationships;

there is an option to elect to adopt the amendments in this update for hedging relationships that exist as of the date of adoption.

This update will be effective for Busey for annual and interim reporting periods beginning January 1, 2027.

Early adoption is permitted.

Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.

In November 2025, the FASB issued ASU 2025-08 “ Financial Instruments—Credit Losses (Topic 326):

Purchased Loans ” to expand the population of purchased loans subject to a “gross-up” accounting treatment, under which an ACL is recognized for the estimated credit losses at the acquisition date and the loan values are recorded at their estimated fair values plus a gross-up to offset the ACL.

The gross-up accounting treatment prevents double recognition of an ACL through credit loss expense that was already considered in the fair value measurement of acquired loans.

Under the guidance in this update, the gross-up accounting treatment applies to all non-PCD loans (excluding credit cards) acquired in a business combination and all non-PCD loans (excluding credit cards) that were purchased at least 90 days after origination and for which the purchaser was not involved in the loan origination.

This update is to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027.

Early adoption is permitted.

For future transactions, Busey will evaluate the effect this ASU may have on its financial position and results of operations.

In September 2025, the FASB issued ASU 2025-07 “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, ” to reduce diversity in the application of derivative accounting practices.

This update provides a scope limitation on the definition of a derivative subject to derivative accounting under ASC Topic 815, Derivatives and Hedging, to exclude certain non-exchange-traded contracts with contingencies based on operations or activities specific to one of the parties to the contract.

In addition, this update clarifies that share-based noncash consideration from a customer that is contingent on the satisfaction of performance obligations should not be recognized at contract inception as a derivative asset or an equity security, but rather should be accounted for under the guidance in ASC Topic 606, Revenue from Contracts with Customers, and that guidance in other topics does not apply to share-based noncash consideration from a customer for the transfer of goods or services unless or until the entity’s right to receive or retain the share-based noncash consideration is unconditional under ASC Topic 606.

The amendments in this update may be applied on either a prospective or modified retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027.

Early adoption is permitted.

Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2025, the FASB issued ASU 2025-06 “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ,” changing the criteria for capitalizing software costs to the following:

(1) a commitment has been made to fund the software project, and (2) it is probable the project will be competed and used to perform its intended function.

Under this update, software development stages are no longer a consideration in the determination of which costs are capitalized.

The amendments in this update may be adopted on a prospective, modified transition, or retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2028.

Early adoption is permitted.

Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets,” providing a practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date will remain static for the remaining life of the assets, removing the requirement to consider reasonable, supportable forecasts.

The amendments in this update are to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026.

Early adoption is permitted.

Busey does not expect adoption of this ASU to have a material impact its financial position and results of operations.

In November 2024, the FASB issued ASU 2024-04 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20):

2 unchanged sentences

Because Busey does not currently have any convertible debt, the Company does not expect adoption of this ASU to have any impact on its financial position or results of operations.

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In March 2024, the FASB issued ASU 2024-01 “ Compensation-Stock Compensation (Topic 718):

This update is intended to improve clarity of the accounting standards codification, not to change the guidance.

This update may be applied on a retrospective or prospective basis and will be effective for Busey for annual and interim reporting periods beginning January 1, 2025.

In November 2024, the FASB issued ASU 2024-03 “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ” to require additional disclosures within the notes to the financial statements about certain expense items.

Specifically, disaggregation of income statement captions that contain expenses within the following five categories is required:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (“DD&A”) costs recognized as part of oil- and gas-producing activities or other amounts of depletion expense.

Further, this update requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses.

This update provides a practical expedient for banks and bank holding companies to continue presenting salaries and employee benefits in conformity with SEC Rule 210.9-04 instead of requiring those entities to apply the employee compensation definition included in Subtopic 220-40.

The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey beginning with the annual reporting period ending December 31, 2027, and interim reporting periods beginning January 1, 2028.

Early adoption is permitted.

Busey does not currently have any Profit Interest and Similar Awards, so does not expect adoption of this ASU to have any impact on its financial position and results of operations.

In December 2023, the FASB issued ASU 2023‑09 “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which requires more detailed disclosures of income taxes paid net of refunds received, income from continuing operations before income tax expense or benefit, and income tax expense from continuing operations.

This standard is to be applied on a prospective basis, with retrospective application permitted, and will be effective for Busey for annual reporting periods beginning with the fiscal year ending December 31, 2025.

Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.

Because this update relates only to disclosure, Busey does not expect adoption of this ASU to have any impact on its financial position or results of operations.

In October 2023, the FASB issued ASU 2023‑06 “ Disclosure Improvements:

4 unchanged sentences

Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

Busey has evaluated subsequent events for potential recognition and/or disclosure through the date the Consolidated Financial Statements included in this Annual Report on Form 10‑K were issued.

Busey issued a For m 8 ‑ K o n February 21, 2025 , regarding the departure of a named executive officer, and during the first quarter of 2025 expects to record related severance expenses according to Schedule 1 of the Separation Letter that was fi led as Exhibit 10.1 to the Form 8‑K.

Other than this, there were no significant subsequent events for the year ended December 31, 2024, through the filing date of these Consolidated Financial Statements .

MERGERS AND ACQUISITIONS

In January 2026 Busey’s Board of Directors approved redemption of the trust preferred securities issued by First Busey Statutory Trust II, with the goal of completing the redemption in June of 2026.

Regulatory approval for this redemption was received in February 2026.

In addition, Busey filed a Current Report on Form 8‑K on January 27, 2026 , which included information regarding the departure of a named executive officer, and during the first quarter of 2026 expects to record related severance expenses according to Schedule 1 of the Separation Letter, which is filed as Exhibit 10.

3 3 to this Annual Report.

Other than these, there were no significant subsequent events for the year ended December 31, 2025, through the filing date of these Consolidated Financial Statements .

BUSINESS COMBINATIONS

CrossFirst Bankshares, Inc.

On August 26, 2024, First Busey Corporation and CrossFirst, a Kansas corporation, entered into a definitive agreement pursuant to which Busey will acquire CrossFirst and its wholly-owned subsidiary CrossFirst Bank, through a merger transaction.

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.

On March 1, 2025, Busey completed its acquisition of CrossFirst (NASDAQ:

CFB), the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger , dated August 26, 2024, by and between Busey and CrossFirst (the “CrossFirst Merger Agreement”).

This partnership creates a premier commercial bank spanning 10 states—Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico.

The combined holding company continues to operate under the First Busey Corporation name.

Busey’s common stock continues to trade on the Nasdaq under the “BUSE” stock ticker symbol.

Merger of CrossFirst Bank into Busey Bank

CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025.

Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025.

At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.

Merger Consideration for CrossFirst

Upon completion of the acquisition, each share of CrossFirst common stock converted into the right to receive 0.6675 of a share of Busey’s common stock.

Cash was paid in lieu of fractional shares.

The fair value of common shares issued in consideration of the CrossFirst acquisition was based on the closing price of Busey’s common stock on February 28, 2025.

Further, upon completion of the acquisition, each share of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock converted to the right to receive one share of Busey Series A Non-Cumulative Perpetual Preferred Stock.

The fair value of Busey Series A Non-Cumulative Perpetual Preferred Stock was based on the redemption price of $ 1,000 per share.

The total consideration paid also included the fair value of replacement equity awards related to past service totaling $ 6.0 million.

Busey used a Monte Carlo simulation to estimate the fair value of SSARs and market-based awards.

Other awards were valued based on Busey’s closing stock price on February 28, 2025.

Acquisition Accounting for CrossFirst

Subsequent to the acquisition, as additional information and valuations became available, fair value adjustments were recorded, resulting in a $ 1.9 million increase to the fair value of net assets acquired.

Estimated fair values are considered provisional until final fair values are determined or the measurement period has passed, but no later than one year from the acquisition date.

Deferred taxes are considered provisional until the measurement period is closed.

Other than this, Busey does not expect any further adjustments will be necessary.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 with a cash payment in lieu of any fractional shares, and for each share of CrossFirst Series A Perpetual Preferred Stock one share of a newly created series of Busey preferred stock or, at the election of Busey, an amount of cash equal to the liquidation preference thereof, plus any unpaid dividends thereon through the effective time of the merger.

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 CrossFirst merger, Busey incurred one-time pretax acquisition-related expenses of $ 3.9 million in 2024, which are reported as components of noninterest expense on the accompanying Consolidated Statements of Income .

Of this amount, $ 3.1 million represents legal, professional, and consulting fees incurred to consummate the acquisition, with the remainder of the expenses comprised primarily of marketing, consulting, and travel expenses.

For further details on the merger, see the 8-K announcing the merger filed with the SEC on August 27, 2024.

As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $ 49.5 million was recorded as a result of the acquisition.

Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets.

Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.

Merchants and Manufacturers Bank Corporation

1 unchanged sentence

This partnership added M&M’s Life Equity Loan ® products to Busey’s existing suite of services and expanded Busey’s presence in the suburban Chicago market.

M&M’s results of operations were included in Busey’s results of operation beginning April 1, 2024.

Merger of M&M Bank into Busey Bank

Busey operated M&M Bank as a separate banking subsidiary of Busey until it was merged with Busey Bank on June 21, 2024.

M&M’s results of operations were included in Busey’s consolidated results of operation beginning April 1, 2024.

Busey operated M&M Bank as a separate banking subsidiary until it was merged with Busey Bank on June 21, 2024.

At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger.

Merger Consideration

At the effective time of the Merger, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the Merger Agreement, either (1) $ 117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $ 34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”).

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Merger Consideration for M&M

At the effective time of the M&M acquisition, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the M&M merger agreement, either (1) $ 117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $ 34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”).

Most of the M&M common stockholders who submitted an election form by the election deadline made the Share Election to receive their Merger consideration solely in the form of shares of Busey common stock.

2 unchanged sentences

Pursuant to the terms of the Merger Agreement, M&M common stockholders that did not make an election or submit a properly completed election form by the election deadline of March 29, 2024, received cash consideration of $ 117.74 for each share of M&M common stock held.

No fractional shares of Busey common stock were issued in the Merger.

No fractional shares of Busey common stock were issued in the M&M acquisition.

Fractional shares were paid in cash at the rate of $ 23.32 per share.

Additional merger consideration of $ 3.0 million was paid to redeem 300 shares of M&M preferred stock.

Acquisition Accounting

This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition.

Fair values, including initial accounting for deferred taxes, are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Fair value adjustments totaling $ 0.4 million were recorded during the year ended December 31, 2024, as additional information became available regarding unrecorded assets and liabilities.

Busey does not expect any further adjustments will be necessary.

As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $ 15.8 million was recorded as a result of the acquisition.

Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market, and was assigned to the Banking operating segment.

None of the goodwill recognized in the M&M acquisition is expected to be tax deductible.

Acquisition Accounting for M&M

The M&M acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition.

Fair values, including initial accounting for deferred taxes, were subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values became available.

Fair value adjustments representing a $ 0.4 million decrease in net assets acquired were recorded during the year ended December 31, 2024, as additional information became available regarding unrecorded assets and liabilities.

A final fair value adjustment for deferred taxes was recorded during the three months ended March 31, 2025, resulting in an additional $ 0.1 million decrease in net assets acquired.

Fair values were final as of March 31, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $ 15.9 million was recorded as a result of the acquisition.

Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market.

Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.

Acquisition Date Fair Values

Estimated acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were as follows (dollars in thousands) :

April 1, 2024

Acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were estimated as follows:

March 1, 2025 April 1, 2024

(dollars in thousands) CrossFirst

(provisional)

Assets acquired

3 unchanged sentences

Premises and equipment 69,673 2,045

Right of use assets 253

Other intangible assets 1

4 unchanged sentences

Short-term borrowings 11,148 35,932

Long-term debt 1,450

Long-term borrowings 68,922 1,450

Subordinated notes, net of unamortized issuance costs — 3,911

Junior subordinated debt owed to unconsolidated trusts 2,238 2,594

Lease liabilities 253

Other liabilities 84,912 7,342

4 unchanged sentences

Common stock 795,227 34,375

Preferred stock 7,750 —

Replacement awards 5,999 —

Total consideration paid $ 808,980 $ 49,575

Goodwill $ 49,510 $ 15,897

Loans Purchased with Credit Deterioration

A small portion of the acquired loans were PCD.

The following table provides a reconciliation between the purchase price and the fair value of these loans (dollars in thousands) :

As of April 1, 2024

___________________________________________

Other intangible assets are being amortized over a period of ten years .

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Valuations of Loans

Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered PCD as of the acquisition date.

These fair value adjustments were determined using a discounted cash flow model that applied various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates.

These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans.

Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non-PCD loans with a fair value of $ 4.70 billion and gross contractual amounts receivable of $ 4.79 billion.

A portion of acquired loans were PCD.

The following table provides a reconciliation between the purchase price and the fair value of these financial assets:

March 1, 2025 April 1, 2024

(dollars in thousands) CrossFirst M&M

PCD Financial Assets

2 unchanged sentences

Interest premium (discount) specific to PCD financial assets ( 3,063 ) ( 1,773 )

Loans previously charged-off prior to acquisition ( 110,740 ) —

Fair value of PCD financial assets $ 1,325,132 $ 26,274

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Pro Forma Results

The following table provides the unaudited pro forma information for the results of operations for the years ended December 31, 2024 and 2023, as if the acquisition had occurred January 1, 2023.

The pro forma results combine the historical results of M&M into Busey’s Consolidated Statements of Income, including the impact of purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes.

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2023.

The following unaudited pro forma information has been prepared as if the CrossFirst acquisition had occurred on January 1, 2024, and as if the M&M acquisition had occurred January 1, 2023.

The pro forma results combine the historical results of CrossFirst and M&M into Busey’s Consolidated Statements of Income , including the impact of purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes.

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2024, or on January 1, 2023, as applicable.

Further, pro forma information does not purport to be indicative of future financial operating results.

No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies, or asset dispositions.

Only the merger related expenses that have been recognized are included in net income in the table below (dollars in thousands) :

Only the merger related expenses that have been recognized are included in net income in the table below:

Years Ended December 31,

(dollars in thousands) 2025 2024

Revenue (net interest income plus noninterest income) $ 758,049 $ 750,667

1 unchanged sentence

Diluted earnings per common share 1.91 1.87

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Acquisition Costs

In connection with the M&M acquisition, Busey incurred $ 3.0 million in pre-tax acquisition expenses during the year ended December 31, 2024, which are reported as components of noninterest expense on the accompanying Consolidated Statements of Income .

Of this amount, $ 0.1 million represents legal, professional, and consulting fees incurred to consummate the acquisition, with the remainder of the expenses comprised primarily of salaries, wages and employee benefits;

Busey incurred acquisition related expenses as follows:

Years Ended December 31,

(dollars in thousands) 2025 2024

Pre-tax acquisition expenses

$ 108 $ 3,038

100,200 3,863

Pre-tax acquisition expenses

$ 100,308 $ 6,901

___________________________________________

In addition to the acquisition costs presented in the table above, during the year ended December 31, 2025, Busey recorded a $ 4.0 million adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new CECL model.

Acquisition related expenses for CrossFirst were comprised primarily of an initial provision to establish an ACL on non-PCD loans (recorded as provision expense), and multiple components of noninterest expense including an initial provision for unfunded commitments;

salaries, wages and employee benefits (including equity compensation);

data processing;

and other professional fees.

and legal, professional, and consulting costs.

Acquisition related expenses for M&M were comprised primarily of professional fees and data processing costs.

Of the total acquisition related expenses, the following legal, professional, and consulting costs were incurred to consummate the mergers:

Years Ended December 31,

(dollars in thousands) 2025 2024

Pre-tax costs to consummate the merger

M&M $ — $ 147

CrossFirst 7,533 3,125

Pre-tax costs to consummate the merger $ 7,533 $ 3,272

For additional information about Busey’s accounting policies related to business combinations, see “ Business Combinations ” in “ Note 1.

Significa nt Accounting Policies .”

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2 unchanged sentences

Busey's portfolio of debt securities includes both available for sale and held to maturity securities.

The tables below provides the amortized cost, unrealized and unrecognized gains and losses, and fair values of debt securities, summarized by major category (dollars in thousands) :

The tables below provide the amortized cost, unrealized or unrecognized gains and losses, and fair values of debt securities, summarized by major category:

As of December 31, 2025

Cost Unrealized Fair

Gross Gains Gross Losses

(dollars in thousands) Gross Gains Gross Losses

Debt securities available for sale 1

26 unchanged sentences

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2 unchanged sentences

Cost Unrealized Fair

Gross Gains Gross Losses

(dollars in thousands) Gross Gains Gross Losses

Debt securities available for sale 1

Treasury securities

$ 16,031 $ — $ ( 85 ) $ 15,946

Obligations of U.S.

24 unchanged sentences

Includes securities marked at par, with no gain or loss to report.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of Debt Securities

Amortized cost and fair value of debt securities, by contractual maturity or pre-refunded date, are shown below.

2 unchanged sentences

All mortgage-backed securities were issued by U.S.

government corporations and agencies (dollars in thousands) :

government corporations and agencies.

As of December 31, 2025

(dollars in thousands) Amortized

Debt securities available for sale

7 unchanged sentences

Due after one year through five years 37,076 35,836

Due after five years through ten years 14,689 12,609

Due after ten years 689,309 570,225

Debt securities held to maturity $ 746,385 $ 625,957

Realized gains and losses related to sales and calls of debt securities available for sale are summarized as follows (dollars in thousands) :

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Gains and Losses on Debt Securities Available for Sale

Realized gains and losses related to sales and calls of debt securities available for sale are summarized as follows:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Realized gains and losses on debt securities

1 unchanged sentence

Gross (losses) on debt securities 1

( 15,563 ) ( 7,034 ) ( 5,523 )

Realized net gains (losses) on debt securities 2

1 unchanged sentence

___________________________________________

Net gains (losses) on sales of securities reported on the Consolidated Statements of Income include the sale of equity securities, excluded in this table.

During the first quarter of 2025, Busey sold available for sale debt securities with a book value of approximately $ 205.6 million for a pre-tax loss of $ 15.5 million and related estimated tax benefit of $ 4.3 million, as part of a balance sheet repositioning strategy.

During the first quarter of 2024, Busey sold available for sale debt securities with a book value of approximately $ 108.2 million for a pre-tax loss of $ 6.8 million and related estimated tax benefit of $ 1.8 million, as part of a balance sheet repositioning strategy.

Net gains (losses) on sales of securities reported on the Consolidated Statements of Income include, as applicable, the sale of equity securities, which are excluded in this table.

Debt securities with carrying amounts of $ 744.2 million on December 31, 2025, and $ 871.4 million on December 31, 2024, were pledged as collateral for public deposits, securities sold under agreements to repurchase, and for other purposes as required.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following information pertains to debt securities with gross unrealized or unrecognized losses, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (dollars in thousands) :

Debt Securities in an Unrealized or Unrecognized Loss Position

As of December 31, 2025

Less than 12 months 12 months or more Total

(dollars in thousands) Fair

Value Unrealized

18 unchanged sentences

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2 unchanged sentences

Less than 12 months 12 months or more Total

(dollars in thousands) Fair

Value Unrealized

2 unchanged sentences

Debt securities available for sale

Treasury securities

$ — $ — $ 15,946 $ ( 85 ) $ 15,946 $ ( 85 )

Obligations of U.S.

20 unchanged sentences

Debt securities held to maturity with gross unrecognized losses $ 675,053 $ ( 151,577 ) $ 675,053 $ ( 151,577 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional information about debt securities in an unrealized or unrecognized loss position is presented in the tables below (dollars in thousands) :

Additional information about debt securities in an unrealized or unrecognized loss position is presented in the tables below:

As of December 31, 2025

Available for Sale Held to Maturity Total

(dollars in thousands) Available for Sale Held to Maturity Total

Debt securities with gross unrealized or unrecognized losses, fair value $ 1,131,224 $ 625,957 $ 1,757,181

3 unchanged sentences

Count of debt securities in an unrealized or unrecognized loss position 376 52 428

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024

Available for Sale Held to Maturity Total

(dollars in thousands) Available for Sale Held to Maturity Total

Debt securities with gross unrealized or unrecognized losses, fair value $ 1,466,743 $ 675,053 $ 2,141,796

6 unchanged sentences

Full collection of the amounts due according to the contractual terms of the debt securities is expected;

therefore, no ACL was recorded in relation to debt securities, and the impairment related to noncredit factors on debt securities available for sale is recognized in AOCI, net of applicable taxes.

therefore, no ACL has been recorded in relation to debt securities, and the impairment related to noncredit factors on debt securities available for sale is recognized in AOCI, net of applicable taxes.

As of December 31, 2025, Busey did not hold general obligation bonds of any single issuer, the aggregate of which exceeded 10% of Busey’s stockholders’ equity.

For additional information about Busey’s accounting policies related to debt securities, see “ Debt Securities Available for Sale ” and “ Debt Securities Held to Maturity ” in “ Note 1.

Significant Accounting Policies .”

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6 unchanged sentences

C&I and other commercial, CRE, real estate construction, retail real estate, and retail other.

Distributions of the loan portfolio by loan category and lending activity is presented in the following table (dollars in thousands) :

Distributions of the loan portfolio by loan category and lending activity is presented in the following table:

As of December 31,

(dollars in thousands) 2025 2024

Commercial loans

11 unchanged sentences

Net accretable purchase accounting adjustments included in the balances above reduced loans by $ 86.6 million as of December 31, 2025, and by $ 8.8 million as of December 31, 2024.

Busey elected to purchase $ 6.9 million of retail real estate loans during the year ended December 31, 2024, and did not purchase any retail real estate loans during the years ended December 31, 2023 or 2022.

Deposit account overdrafts reported as loans totaled $ 7.1 million as of December 31, 2025, and $ 3.8 million as of December 31, 2024.

In addition to loans assumed through acquisition activities, about which information can be found in “ Note 2.

Business Combinations ,” Busey purchased retail other loans with a principal balance of $ 117.3 million during the year ended December 31, 2025, and retail real estate loans with a principal balance of $ 6.9 million during the year ended December 31, 2024.

Busey did not make any significant loan purchases during the year ended December 31, 2023.

Pledged Loans

The principal balance of loans Busey has pledged as collateral to the FHLB and Federal Reserve Bank for liquidity as set forth in the table below (dollars in thousands) :

Busey has executed a blanket lien with the FHLB.

The principal balance of loans Busey has pledged as collateral with the FHLB and Federal Reserve Bank for liquidity, which Busey is able to borrow against, is set forth in the table below:

As of December 31,

(dollars in thousands) 2025 2024

Pledged loans

3 unchanged sentences

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16 unchanged sentences

Interim reviews may take place if circumstances of the borrower warrant a more frequent review.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table is a summary of risk grades segregated by category of portfolio loans (dollars in thousands) :

The following table is a summary of Busey’s portfolio loans by risk grade:

As of December 31, 2025

Pass Watch Special

(dollars in thousands) Pass Watch Special

Mention Substandard Substandard

9 unchanged sentences

Total portfolio loans $ 11,818,297 $ 1,229,823 $ 349,822 $ 118,659 $ 51,198 $ 13,567,799

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024

Pass Watch Special

(dollars in thousands) Pass Watch Special

Mention Substandard Substandard

9 unchanged sentences

Total portfolio loans $ 6,764,070 $ 756,610 $ 92,296 $ 62,023 $ 22,088 $ 7,697,087

Risk grades of portfolio loans and net charge-offs are presented in the tables below by loan class, further sorted by origination year (dollars in thousands) :

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Risk grades of portfolio loans and net charge-offs are presented in the tables below by lending activity, further sorted by origination year:

As of and For The Year Ended December 31, 2025

Term Loans Amortized Cost Basis by Origination Year Revolving

Risk Grade Ratings 2024 2023 2022 2021 2020 Prior

Risk Grade Ratings Term Loans Amortized Cost Basis by Origination Year Revolving

(dollars in thousands) 2025 2024 2023 2022 2021 Prior

C&I and other commercial

20 unchanged sentences

Total real estate construction 447,571 270,502 111,929 112,234 12,862 2,733 81,458 1,039,289

Gross charge-offs — — — — — — — —

Retail real estate

13 unchanged sentences

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1 unchanged sentence

As of and For The Year Ended December 31, 2024

Term Loans Amortized Cost Basis by Origination Year Revolving

Risk Grade Ratings 2023 2022 2021 2020 2019 Prior

Risk Grade Ratings Term Loans Amortized Cost Basis by Origination Year Revolving

(dollars in thousands) 2024 2023 2022 2021 2020 Prior

C&I and other commercial

16 unchanged sentences

Watch 20,170 6,455 — 208 — — — 26,833

Special Mention — — — 221 — — — 221

Substandard 5,224 — — — — — — 5,224

1 unchanged sentence

Total real estate construction 185,219 140,905 12,205 25,233 2,213 1,124 11,310 378,209

Gross charge-offs — — — — — — — —

Retail real estate

13 unchanged sentences

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1 unchanged sentence

Past Due and Non-Accrual Loans

An analysis of the amortized cost basis of portfolio loans that are past due and still accruing, or on non-accrual status, is as follows (dollars in thousands) :

An analysis of portfolio loans that are past due and still accruing, or on non-accrual status, is presented in the table below:

As of December 31, 2025

Loans past due, still accruing Non-accrual

30-59 Days 60-89 Days 90+Days

Loans Non-accrual Loans with No Allowance for Credit Losses

(dollars in thousands) 30-59 Days 60-89 Days 90+Days

Commercial loans

9 unchanged sentences

Loans past due, still accruing Non-accrual

30-59 Days 60-89 Days 90+Days

Loans Non-accrual Loans with No Allowance for Credit Losses

(dollars in thousands) 30-59 Days 60-89 Days 90+Days

Commercial loans

8 unchanged sentences

Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $ 3.0 million, $ 0.9 million, and $ 1.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Interest collected on those loans and recognized on a cash basis that was included in interest income was immaterial for the year ended December 31, 2024, and totaled $ 0.4 million for each of the years ended December 31, 2023, and 2022.

Interest collected on those loans and recognized on a cash basis that was included in interest income was immaterial for the year ended December 31, 2025, was immaterial for the year ended December 31, 2024, and was $ 0.4 million for the year ended December 31, 2023.

For additional information about Busey’s accounting policies related to portfolio loans, see “ Portfolio Loans ” in “ Note 1.

Significant Accounting Policies .”

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1 unchanged sentence

Loan Modifications for Borrowers Experiencing Financial Difficulty

The following tables present the amortized cost basis of loans that were modified—specifically in the form of (1) principal forgiveness, (2) an interest rate reduction, (3) an other-than-insignificant payment deferral, and/or (4) a term extension—for borrowers experiencing financial difficulty during the periods indicated, disaggregated by lending activity and the type of modification (dollars in thousands) :

Year Ended December 31, 2025

Payment Deferral

% of Total Class of Financing Receivable 1

(dollars in thousands) Payment Deferral

Term Extension

9 unchanged sentences

___________________________________________

Modified loans represent an insignificant portion of C&I and other commercial loans, rounding to zero percent.

Modifications include one loan on non-accrual status, and the remaining loans were classified as substandard.

Modified loans represented an insignificant portion of CRE loans, rounding to zero percent.

Modifications included four loans on non-accrual status, and the remaining loans were classified as substandard.

Year Ended December 31, 2024

Interest Rate Reduction 1

% of Total Class of Financing Receivable 2

(dollars in thousands) Payment Deferral

Term Extension

9 unchanged sentences

___________________________________________

For one loan, the default rate was removed once forbearance was entered.

Modified loans represent an insignificant portion of CRE loans, rounding to zero percent.

Modifications to extend loan terms also included, in some cases, interest rate increases during the extension period.

Modifications include one loan on non-accrual status, and the remaining loans were classified as substandard.

The following table summarizes the effects of loan modifications made during the periods indicated for borrowers experiencing financial difficulty:

Modifications included one loan on non-accrual status, and the remaining loans were classified as substandard.

The following table provides, as applicable for loan modifications made during the periods indicated for borrowers experiencing financial difficulty, the weighted average interest rate reductions and weighted average term extensions:

Years Ended December 31,

2025 2024 2023

Weighted Average Term Extension

Weighted Average Interest Rate Reduction

Weighted Average Term Extension

Loan Modifications

Weighted Average Interest Rate Reduction Weighted Average Term Extension

Weighted Average Loan Term Extensions

C&I and other commercial

— % 18.1 months

2.50 % 21.0 months

9 months 1.3 years — % 1.5 years

11 months 4 months 2.50 % 1.8 years

Real estate construction

— % 12.0 months

Weighted average modifications

2.50 % 16.8 months

10 months 6 months — % 1.0 year

Aggregate effect

10 months 10 months 2.50 % 1.4 years

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2 unchanged sentences

Busey closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table depicts the payment performance of loans modified during the last twelve months (dollars in thousands) :

The following table depicts the payment performance of loans modified during the last twelve months:

As of December 31, 2025

Current 30-89 Days 90+ Days Non-accrual

(dollars in thousands) Current 30-89 Days 90+ Days Non-accrual

Modified Loans

2 unchanged sentences

Real estate construction 16,020 — — —

Amortized cost of modified loans $ 34,871 $ — $ — $ 15,000

The following table provides the amortized cost basis of loans that had a payment default during the periods indicated, after having been modified during the 12 months before default for borrowers experiencing financial difficulty (dollars in thousands) .

Loans modified during the last twelve months $ 47,872 $ 273 $ — $ 3,721

Busey had commitments of $ 13.5 million as of December 31, 2025, to lend additional funds to debtors experiencing financial difficulty for whom Busey modified a loan within the past twelve months.

Busey did not have any commitments as of December 31, 2024, to lend additional funds to debtors experiencing financial difficulty for whom Busey had modified a loan within the past twelve months.

A default occurs when a loan is 90 days or more past due or transferred to non-accrual status.

Years Ended December 31,

Term Extension

2025 2024 2023

(dollars in thousands) Payment Deferral

Term Extension

Term Extension Term Extension

Loans with Subsequent Defaults

C&I and other commercial

Amortized cost of modified loans with subsequent defaults

$ 460 $ 3,261 $ — $ 88

Modified loans with subsequent defaults

$ 460 $ 3,261 $ 15,000 $ 88

For additional information about Busey’s accounting policies related to loans modified for borrowers experiencing financial difficulty, see “ Loan Modifications ” in “ Note 1.

Significant Accounting Policies .”

Collateral Dependent Loans

1 unchanged sentence

These estimates are affected by changing economic conditions and the economic prospects of borrowers.

Collateral dependent loans are loans in which repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment.

Loans are written down to the lower of cost or fair value of underlying collateral, less estimated costs to sell.

Busey had $ 19.3 million and $ 6.1 million of collateral dependent loans secured by real estate or business assets as of December 31, 2024, and December 31, 2023, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Evaluated Individually

Busey evaluates loans with disparate risk characteristics on an individual basis.

The following tables provide details of loans evaluated individually, segregated by category and lending activity.

The unpaid principal balance represents customer outstanding contractual principal balances excluding any partial charge-offs.

Recorded investment represents the amortized cost of customer balances net of any partial charge-offs recognized on the loans.

Average recorded investment is calculated using the most recent four quarters (dollars in thousands) :

As of December 31, 2024

Balance Recorded Investment Average

Allowance With

Allowance Total Related

Loans evaluated individually

Commercial loans:

C&I and other commercial $ 7,127 $ 1,224 $ 2,456 $ 3,680 $ 1,840 $ 5,014

CRE 17,999 15,000 — 15,000 — 3,882

Commercial loans evaluated individually 25,126 16,224 2,456 18,680 1,840 8,896

Retail loans:

Retail real estate 1,152 1,128 — 1,128 — 276

Retail loans evaluated individually 1,152 1,128 — 1,128 — 276

Total loans evaluated individually $ 26,278 $ 17,352 $ 2,456 $ 19,808 $ 1,840 $ 9,172

As of December 31, 2023

Balance Recorded Investment Average

Allowance With

Allowance Total Related

Loans evaluated individually

Commercial loans:

C&I and other commercial $ 7,283 $ 585 $ 1,785 $ 2,370 $ 785 $ 5,244

CRE 2,600 610 85 695 85 3,865

Real estate construction — — — — — 49

Commercial loans evaluated individually 9,883 1,195 1,870 3,065 870 9,158

Retail loans:

Retail real estate 213 61 25 86 25 790

Retail loans evaluated individually 213 61 25 86 25 790

Total loans evaluated individually $ 10,096 $ 1,256 $ 1,895 $ 3,151 $ 895 $ 9,948

Collateral dependent loans are loans in which repayment is expected to be provided solely by the operation or sale of the underlying collateral and there are no other available and reliable sources of repayment.

Loans are written down to the lower of cost or fair value of the underlying collateral, less estimated costs to sell.

Busey had $ 47.8 million and $ 19.3 million of collateral dependent loans secured by real estate for CRE and retail real estate loans, business assets for C&I and other commercial loans, and vehicles and other personal assets for retail other loans as of December 31, 2025, and December 31, 2024, respectively.

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1 unchanged sentence

Allowance for Credit Losses

The ACL is a valuation account that is deducted from the portfolio loans’ amortized cost bases to present the net amount expected to be collected on the portfolio loans.

The ACL is established through the provision for credit losses charged to income.

Portfolio loans are charged-off against the ACL when management believes the uncollectibility of a loan balance is confirmed.

Recoveries are recognized up to the aggregate amount of previously charged-off balances.

Management estimates the ACL balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts.

Historical credit loss experience provides the basis for the estimation of expected credit losses.

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of Busey’s historical loss experience beginning in 2010.

The ACL consists of three components:

(1) specific allocations/individual reserves;

(2) quantitative reserves;

and (3) qualitative reserves.

• Specific allocations/individual reserves – When a loan no longer exhibits risk characteristics that are similar to other loans, that loan is individually evaluated.

Individual reserves are calculated for loans that are on a non-accrual status that are greater than a defined dollar threshold or loans that have disparate risk characteristics.

Reserves may be based on collateral, for collateral-dependent loans, or on quantitative and qualitative factors, including expected cash flow, market sentiment, and guarantor support.

• Quantitative reserves – Busey implemented a new non-discounted cash flow model in the second quarter of 2025 that uses combined historical loan data from Busey Bank beginning in 2004 and CrossFirst Bank since its inception in 2007.

The model incorporates various baseline forecast scenarios and national unemployment rates with either national gross domestic product, the national home price index, or the national commercial real estate price index.

Further, prepayment and curtailment expectations are factored into the model.

• Qualitative reserves – Busey uses qualitative factors to adjust the historical loss factors for current and forecasted conditions.

Busey considers the ten qualitative factors identified in the Interagency Guidance and ASC Topic 326 at each reporting date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes activity in the ACL attributable to each lending activity.

Allocation of a portion of the ACL to one lending activity does not preclude its availability to absorb losses in other lending activities (dollars in thousands) :

C&I and Other Commercial CRE Real Estate

Allocation of a portion of the ACL to one lending activity does not preclude its availability to absorb losses in other lending activities:

(dollars in thousands) C&I and Other Commercial CRE Real Estate

Construction Retail

1 unchanged sentence

ACL balance, December 31, 2022 $ 23,860 $ 38,299 $ 6,457 $ 18,193 $ 4,799 $ 91,608

Provision for credit losses 497 892 1,142 219 1,873 4,623

Provision for loan losses ( 727 ) ( 2,455 ) ( 1,465 ) 7,922 ( 876 ) 2,399

Charged-off ( 2,429 ) ( 953 ) — ( 407 ) ( 629 ) ( 4,418 )

1 unchanged sentence

ACL balance, December 31, 2023 21,256 35,465 5,163 26,298 3,558 91,740

Provision for credit losses ( 727 ) ( 2,455 ) ( 1,465 ) 7,922 ( 876 ) 2,399

824 322 — 96 1 1,243

Provision for loan losses 14,455 ( 318 ) ( 1,885 ) ( 3,031 ) ( 631 ) 8,590

Charged-off ( 15,453 ) ( 3,314 ) — ( 168 ) ( 631 ) ( 19,566 )

2 unchanged sentences

75,569 21,588 2,112 1,430 84 100,783

Provision for credit losses 14,455 ( 318 ) ( 1,885 ) ( 3,031 ) ( 631 ) 8,590

Day 2 Provision for loan losses 2

22,648 15,104 2,911 1,628 142 42,433

Provision for loan losses ( 16,574 ) 13,677 3,105 3,159 ( 54 ) 3,313

Charged-off 3

( 44,559 ) ( 12,607 ) — ( 1,251 ) ( 1,225 ) ( 59,642 )

Recoveries 2,697 265 95 501 174 3,732

1 unchanged sentence

__________________________________________

The Day 1 PCD is attributable to the M&M acquisition, finalized April 1, 2024.

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Financial Statements & Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the ACL and amortized cost of portfolio loans by loan category and lending activity (dollars in thousands) :

As of December 31, 2024

Portfolio Loans ACL Attributed to Portfolio Loans

Evaluated for

Impairment Individually

Evaluated for

Impairment Total Collectively

Evaluated for

Impairment Individually

Evaluated for

Impairment Total

Portfolio loans and related ACL

Commercial loans:

C&I and other commercial $ 1,900,835 $ 3,680 $ 1,904,515 $ 19,749 $ 1,840 $ 21,589

CRE 3,254,564 15,000 3,269,564 32,301 — 32,301

Real estate construction 378,209 — 378,209 3,345 — 3,345

Commercial loans and related ACL 5,533,608 18,680 5,552,288 55,395 1,840 57,235

Retail loans:

Retail real estate 1,695,329 1,128 1,696,457 23,711 — 23,711

Retail other 448,342 — 448,342 2,458 — 2,458

Retail loans and related ACL 2,143,671 1,128 2,144,799 26,169 — 26,169

Portfolio loans and related ACL $ 7,677,279 $ 19,808 $ 7,697,087 $ 81,564 $ 1,840 $ 83,404

As of December 31, 2023

Portfolio Loans ACL Attributed to Portfolio Loans

Evaluated for

Impairment Individually

Evaluated for

Impairment Total Collectively

Evaluated for

Impairment Individually

Evaluated for

Impairment Total

Portfolio loans and related ACL

Commercial loans:

C&I and other commercial $ 1,833,624 $ 2,370 $ 1,835,994 $ 20,471 $ 785 $ 21,256

CRE 3,336,642 695 3,337,337 35,380 85 35,465

Real estate construction 461,717 — 461,717 5,163 — 5,163

Commercial loans and related ACL 5,631,983 3,065 5,635,048 61,014 870 61,884

Retail loans:

Retail real estate 1,720,369 86 1,720,455 26,273 25 26,298

Retail other 295,531 — 295,531 3,558 — 3,558

Retail loans and related ACL 2,015,900 86 2,015,986 29,831 25 29,856

Portfolio loans and related ACL $ 7,647,883 $ 3,151 $ 7,651,034 $ 90,845 $ 895 $ 91,740

The Day 1 PCD was attributable to the M&M acquisition in 2024 and the CrossFirst acquisition in 2025.

The Day 2 Provision for loan losses was attributable to the CrossFirst acquisition.

Charge-off amounts included $ 36.8 million for PCD loans assumed in the CrossFirst acquisition.

For additional information about Busey’s accounting policies related to the allowance for credit losses, see “ Allowance for Credit Losses ” in “ Note 1.

Significant Accounting Policies .”

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

2 unchanged sentences

OREO and other repossessed assets represent properties and other assets acquired through foreclosure or other proceedings in settlement of loans and is included in other assets in the accompanying Consolidated Balance Sheets .

The following table summarizes the composition of Busey’s OREO and other repossessed asset balances as of the periods presented (dollars in thousands) :

The following table summarizes the composition of Busey’s OREO and other repossessed asset balances:

As of December 31,

(dollars in thousands) 2025 2024

Commercial $ 95 $ —

Residential 605 63

Total OREO 700 63

Other repossessed assets 3,926 —

OREO and other repossessed assets $ 4,626 $ 63

The following table summarizes changes in the OREO and other repossessed assets balance (dollars in thousands) :

The following table summarizes changes in the OREO and other repossessed assets balance:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

OREO and other repossessed assets at January 1 $ 63 $ 125 $ 850

Additions, transfers from loans 26 189 175

Additions, transfers from loans and assumed in acquisitions 26,641 26 189

Sales ( 21,233 ) ( 84 ) ( 770 )

Cash payments collected ( 4 ) ( 44 ) ( 565 )

Impairment of OREO and other repossessed assets — ( 100 ) ( 611 )

Cash payments (collected) paid ( 423 ) ( 4 ) ( 44 )

Impairment ( 422 ) — ( 100 )

OREO and other repossessed assets at December 31 $ 4,626 $ 63 $ 125

Busey’s recorded investment in residential real estate loans that were in the process of foreclosure was $ 0.4 million as of December 31, 2024, and $ 0.3 million as of December 31, 2023.

Busey follows Federal Housing Finance Agency guidelines on single-family foreclosures and real estate owned evictions on portfolio loans.

Busey incurs operating expenses for, and may have income from, OREO and other repossessed assets.

Upon sale, Busey may recognize a gain or loss on the sale of OREO and other repossessed assets.

The table below summarizes the effect of these activities, included in other expense on Busey’s Consolidated Statements of Income (dollars in thousands) :

The table below summarizes the effect of these activities, included in other noninterest income and other noninterest expense on Busey’s Consolidated Statements of Income :

Years Ended December 31,

2024 2023 2022

Activity for OREO and other repossessed assets

Net gain (loss) on sales $ 585 $ ( 54 ) $ ( 665 )

(dollars in thousands) 2025 2024 2023

Income from (expense for) OREO and other repossessed assets

Operating income (expense), net $ 38 $ ( 17 ) $ ( 67 )

Activity for OREO and other repossessed assets $ 568 $ ( 121 ) $ ( 913 )

Net gain (loss) on sales 302 585 46

Impairment expense ( 422 ) — ( 100 )

Income from (expense for) OREO and other repossessed assets $ ( 82 ) $ 568 $ ( 121 )

Busey’s recorded investment in residential real estate loans that were in the process of foreclosure was $ 6.0 million as of December 31, 2025, and $ 0.4 million as of December 31, 2024.

Busey follows Federal Housing Finance Agency guidelines on single-family foreclosures and real estate owned evictions on portfolio loans.

For additional information about Busey’s accounting policies related to OREO and other repossessed assets, see “ Other Real Estate Owned and Other Repossessed Assets ” in “ Note 1.

Significant Accounting Policies .”

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FIRST BUSEY CORPORATION

1 unchanged sentence

PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows (dollars in thousands) :

Premises and equipment are summarized in the following table:

As of December 31,

(dollars in thousands) 2025 2024

Premises and equipment

Land and improvements

$ 50,147 $ 42,565

Buildings and improvements

194,925 130,185

Furniture and equipment

64,108 53,945

Premises and equipment, gross

Accumulated depreciation 107,875 99,881

309,180 226,695

Accumulated depreciation and amortization

( 115,736 ) ( 107,875 )

Premises and equipment, net

Depreciation expense is presented in the table below for the periods indicated (dollars in thousands) :

Years Ended December 31,

$ 193,444 $ 118,820

Depreciation expense $ 9,503 $ 9,488 $ 10,482

Depreciation expense is presented in the table below:

Years Ended December 31,

(dollars in thousands) 2025 2024 2023

Depreciation and amortization expense $ 12,926 $ 9,503 $ 9,488

For additional information about Busey’s accounting policies related to premises and equipment, see “ Premises and Equipment ” in “ Note 1.

Significant Accounting Policies .”

Busey as The Lessee

Busey has operating leases consisting primarily of equipment leases and real estate leases for banking centers, ATM locations, and office space.

The following table summarizes lease related balances Busey reported in its Consolidated Balance Sheets for the periods presented (dollars in thousands) :

Busey’s leases consisting primarily of real estate leases for banking centers, ATM locations, and office space, as well as equipment leases.

The following table summarizes lease-related balances that Busey reported on its Consolidated Balance Sheets :

As of December 31,

(dollars in thousands) Location 2025 2024

Lease balances

Right of use assets:

Operating leases

Other assets $ 30,204 $ 10,608

Finance leases

Premises and equipment, net 5,155 —

Total right of use assets

$ 35,359 $ 10,608

Lease liabilities:

Year through which lease terms extend 2039 2037

Weighted average remaining lease term 7.55 years 8.39 years

Weighted average discount rate 3.77 % 3.59 %

Operating leases

Other liabilities $ 32,597 $ 11,040

Finance leases

Long-term borrowings 6,223 —

Total lease liabilities

$ 38,820 $ 11,040

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents lease costs, which are included in net occupancy and equipment expense on the Consolidated Statements of Income (dollars in thousands) :

Years Ended December 31,

Lease terms are summarized in the following table:

As of December 31,

Weighted average remaining lease terms:

Operating leases

7.41 years 7.55 years

Finance leases

16.26 years N/A

Weighted average discount rates:

Operating leases

4.24 % 3.77 %

Finance leases

The following table presents lease costs that Busey reported on its Consolidated Statements of Income :

Years Ended December 31,

(dollars in thousands) Location 2025 2024 2023

Operating lease costs:

$ 2,352 $ 2,395 $ 2,495

Premises rent expense

Net occupancy expense of premises $ 5,891 $ 2,335 $ 2,379

Equipment rent expense

Furniture and equipment expenses 29 17 16

Finance lease costs:

Amortization expense

Net occupancy expense of premises 269 — —

Interest expense

Long-term borrowings 267 — —

Variable lease costs

Net occupancy expense of premises 60 58 38

Short-term lease costs

Net occupancy expense of premises 58 83 50

Total lease cost

$ 6,574 $ 2,493 $ 2,483

Cash paid for amounts included in the measurement of lease liabilities was as follows (dollars in thousands) :

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash paid for amounts included in the measurement of lease liabilities is presented in the following table:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Cash flows related to leases

Operating lease cash flows – Fixed payments

$ 2,194 $ 2,290 $ 3,080

Operating lease cash flows – Liability reduction

Operating cash flows from operating leases

$ 10,185 $ 3,992 $ 4,173

Right of use assets obtained during the period in exchange for operating lease liabilities 1

Operating cash flows from finance leases

Financing cash flows from finance leases

Right of use assets obtained in exchange for operating lease liabilities 1

25,590 1,579 231

Right of use assets obtained in exchange for finance lease liabilities 1

___________________________________________

The year ended December 31, 2024, included $ 0.1 million right of use assets recognized in connection with the acquisition of M&M (see “ Note 2.

Mergers and Acquisitions ” ), and an additional $ 0.7 million recognized in connection with a lease amendment that was executed subsequent to the acquisition of M&M for a lease that was obtained in the acquisition.

Busey was obligated under noncancelable operating leases for office space and other commitments.

Future undiscounted lease payments with initial terms of one year or more, were as follows (dollars in thousands) :

The year ended December 31, 2025, included $ 23.2 million for operating and $ 6.4 million for financing right of use assets recognized in connection with the acquisition of CrossFirst.

The year ended December 31, 2024, included $ 0.1 million right of use assets recognized in connection with the acquisition of M&M, and an additional $ 0.7 million recognized in connection with a lease amendment that was executed subsequent to the M&M acquisition for a lease that was obtained in that acquisition.

Additional information about assets and liabilities obtained in business combinations can be found in “ Note 2.

Business Combinations .”

Future undiscounted payments for leases with initial terms of one year or more are presented in the table below:

December 31, 2025

(dollars in thousands) Operating Leases Finance Leases

Rent commitments

2026 $ 6,255 $ 490

2027 5,929 527

2028 5,406 540

2029 4,407 540

2030 3,505 540

Thereafter 12,690 6,625

2 unchanged sentences

Present value of net future minimum lease payments $ 32,597 $ 6,223

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Financial Statements & Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, Busey had commitments totaling $ 6.0 million for three lease contracts with future accounting commencement dates.

Busey as The Lessor

Busey leases office and parking spaces to outside parties.

Revenues recorded in connection with these leases, reported in other income on Busey’s Consolidated Statements of Income , are summarized as follows (dollars in thousands) :

Revenues recorded in connection with these leases, reported in other income on Busey’s Consolidated Statements of Income , are summarized in the table below:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Rental income $ 860 $ 820 $ 724

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Noncancellable terms for these leases, all of which are operating leases, extend through 2030.

Under the terms of these lease agreements, Busey is entitled to receive aggregate future minimum lease payments as shown in the table below (dollars in thousands) :

Under the terms of these lease agreements, Busey is entitled to receive aggregate future minimum lease payments as shown in the table below:

(dollars in thousands) As of

December 31, 2025

Rents to be received

Thereafter 27

Total lease payments from operating leases $ 2,010

For additional information about Busey’s accounting policies related to leases, see “ Leases ” in “ Note 1.

Significant Accounting Policies .”

GOODWILL AND OTHER INTANGIBLE ASSETS

2 unchanged sentences

Based on the impairment testing performed at December 31, 2025, there were no indicators of potential impairment.

During the year ended December 31, 2024, in connection with the acquisition of M&M, Busey recorded goodwill totaling $ 15.8 million and other intangible assets of $ 6.3 million, both in the Banking segment.

Busey did not record any new goodwill or other intangible assets during the year ended December 31, 2023.

The carrying amount of goodwill by operating segment is as follows (dollars in thousands) :

In connection with the acquisition of CrossFirst, Busey recorded goodwill totaling $ 49.5 million and other intangible assets of $ 81.8 million during the year ended December 31, 2025, each in the Banking segment.

In connection with the acquisition of M&M, Busey recorded goodwill totaling $ 0.1 million during the year ended December 31, 2025, and recorded goodwill totaling $ 15.8 million and other intangible assets of $ 6.3 million during the year ended December 31, 2024, each in the banking segment.

The carrying amount of goodwill by operating segment is presented in the table below:

As of December 31,

(dollars in thousands) 2025 2024

Banking $ 360,180 $ 310,595

5 unchanged sentences

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Contents of Item 8.

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2 unchanged sentences

Core deposit and customer relationship intangible assets are amortized over the estimated period during which Busey expects to benefit from the assets.

Intangible asset disclosures are as follows (dollars in thousands) :

The following table present Busey’s intangible asset balances and the related amounts of accumulated amortization:

As of December 31, 2025

(dollars in thousands) Core deposit

intangible Customer

5 unchanged sentences

As of December 31, 2024

(dollars in thousands) Core deposit

intangible Customer

4 unchanged sentences

Intangible assets, net $ 26,580 $ 5,700 $ 32,280

Amortization expense related to intangible assets, as reflected on Busey's Consolidated Statements of Income , is presented in the table below (dollars in thousands) :

Amortization expense related to intangible assets, as reflected on Busey's Consolidated Statements of Income , is presented in the table below:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Amortization Expense

2 unchanged sentences

Amortization of intangible assets $ 16,614 $ 10,057 $ 10,432

Future expense for the amortization of intangible assets, as estimated, is summarized in the table below (dollars in thousands) :

Future expense for the amortization of intangible assets, as estimated, is summarized in the table below:

As of December 31, 2025

(dollars in thousands) Core deposit

intangible Customer

9 unchanged sentences

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Contents of Item 8.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The composition of Busey’s deposits is as follows (dollars in thousands) :

For additional information about Busey’s accounting policies related to goodwill and other intangible assets, see “ Goodwill and Other Intangible Assets ” in “ Note 1.

Significant Accounting Policies .”

The composition of Busey’s deposits is presented in the table below:

As of December 31,

(dollars in thousands) 2025 2024

Noninterest-bearing demand deposits

$ 3,659,421 $ 2,719,907

Interest-bearing transaction deposits

3,119,475 2,423,237

Saving deposits and money market deposits

5,697,172 3,348,711

Time deposits

2,429,890 1,490,635

Total deposits

Additional information about Busey’s deposits follows (dollars in thousands) :

$ 14,905,958 $ 9,982,490

Additional information about Busey’s deposits is presented in the table below:

As of December 31,

(dollars in thousands) 2025 2024

Brokered interest-bearing transaction deposits

Brokered savings deposits and money market deposits

1 unchanged sentence

Total time deposits with a minimum denomination of $100,000

1,674,862 860,193

Total time deposits with a minimum denomination that meets or exceeds the FDIC insurance limit of $250,000

Scheduled maturities of time deposits are as follows (dollars in thousands) :

876,207 334,503

Scheduled maturities of time deposits are presented in the table below:

(dollars in thousands) As of

December 31, 2025

3 unchanged sentences

Time deposits $ 2,429,890

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities Sold Under Agreements to Repurchase

3 unchanged sentences

Busey may be required to provide additional collateral based on fluctuations in the fair value of the underlying securities.

Securities sold under agreements to repurchase were as follows (dollars in thousands) :

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities sold under agreements to repurchase were as follows:

As of December 31,

(dollars in thousands) 2025 2024

Securities sold under agreements to repurchase $ 166,929 $ 155,610

Weighted average rate for securities sold under agreements to repurchase 2.22 % 2.63 %

On May 28, 2021, Busey entered into a Second Amended and Restated Credit Agreement, pursuant to which Busey has access to (1) a $ 40.0 million revolving line of credit with an initial termination date of April 30, 2022, and (2) a $ 60.0 million Term Loan with a maturity date of May 31, 2026.

The loans had an annual interest rate of 1.75 % plus the one-month LIBOR rate.

On April 30, 2022, the agreement was amended, effecting an extension of the termination date for the revolving line of credit to April 30, 2023, and providing for the transition from a LIBOR-indexed interest rate to a SOFR-indexed interest rate.

Under the terms of the amendment, the annual interest rate for the loans was established at 1.80 % plus the one-month forward-looking term rate based on SOFR.

The agreement has subsequently been amended twice to extend the termination date for the revolving line of credit, which is currently April 30, 2025.

During the first quarter of 2024, Busey paid the full $ 30.0 million balance remaining on the Term Loan, at which time the Term Loan carried interest at a rate of 7.13 %.

As of December 31, 2024, there was no balance outstanding on the revolving credit facility.

The revolving credit facility incurs a non-usage fee based on any undrawn amounts.

Revolving Line of Credit

On May 28, 2021, Busey entered into a Second Amended and Restated Credit Agreement, pursuant to which it has access to a $ 40.0 million revolving line of credit bearing an interest rate of 1.80 % plus the one-month forward-looking term rate based on SOFR.

After executing subsequent amendments, the current termination date for the revolving line of credit is April 30, 2026.

As of December 31, 2025, there was no balance outstanding on the revolving line of credit.

The revolving line of credit incurs an insignificant non-usage fee based on any undrawn amounts.

Short-Term Borrowings

Busey’s short-term borrowings may include loans maturing within one year of the loan origination date, as well as the current portion of long-term debt that is due within 12 months.

Short-term borrowings are summarized as follows (dollars in thousands) :

As of December 31,

Term Loan, current portion due within 12 months $ — $ 12,000

Busey had no short term borrowings as of either December 31, 2025, or December 31, 2024.

Whe n applicable, Busey’s short-term borrowings include loans maturing within one year of the loan origination date, the current portion of long-term debt that is due within 12 months, and federal funds purchased.

Federal funds purchased are short-term borrowings that generally mature between one day and 90 days.

During the first quarter of 2024, Busey purchased federal funds to test operational availability to access funds if needed.

Busey had no federal funds purchased as of December 31, 2024, or 2023.

During the second quarter of 2025, Busey purchased federal funds to test operational availability to access funds if needed.

Long-Term Borrowings

Busey’s long-term borrowings consists of loans maturing more than one year from the loan origination date, excluding the current portion that is due within 12 months, and finance lease liabilities.

Long-term borrowings are summarized in the following table:

As of December 31,

(dollars in thousands) 2025 2024

Long-term borrowings

FHLB borrowings

$ 102,792 $ —

Secured borrowings

Finance lease liabilities

Total long-term borrowings $ 113,806 $ —

Funds borrowed from the FHLB, listed above, consisted of 15 notes with a weighted average interest rate of 2.43 % and a weighted average maturity period of 1.96 years as of December 31, 2025.

Maturity dates for the long-term FHLB borrowings range from May 2027 through October 2028.

Acquired SBA loans that did not qualify for sale accounting treatment are presented as secured borrowings.

Secured borrowings consisted of seven notes with a weighted average maturity period of 17.01 years as of December 31, 2025.

Maturity dates for the secured borrowings range from September 2030 to January 2046.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Debt

Busey’s long-term debt consists of loans maturing more than one year from the loan origination date, excluding the current portion that is due within 12 months.

Long-term debt is summarized as follows (dollars in thousands) :

As of December 31,

Term Loan $ — $ 18,000

Subordinated Notes

On June 1, 2020, Busey issued $ 125.0 million of fixed-to-floating rate subordinated notes that mature on June 1, 2030.

The subordinated notes, which qualify as Tier 2 capital for regulatory purposes, bear interest at an annual rate of 5.25 % for the first five years after issuance and thereafter bear interest at a floating rate equal to a three-month benchmark rate plus a spread of 5.11 %, as calculated on each applicable determination date.

Interest on the subordinated notes is payable semi-annually on each June 1 and December 1 during the five-year fixed-term, and thereafter on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2025.

The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after June 1, 2025.

The subordinated notes are unsecured obligations of the Company.

The subordinated notes, which qualified as Tier 2 capital for regulatory purposes, bore interest at an annual rate of 5.25 % for the first five years after issuance.

Thereafter, the notes were to bear interest at a floating rate equal to a three-month benchmark rate plus a spread of 5.11 %, as calculated on each applicable determination date.

The subordinated notes, which were unsecured obligations of the Company, had an optional redemption, in whole or in part, on any interest payment date on or after June 1, 2025.

On June 1, 2025, Busey redeemed the entire $ 125.0 million outstanding principal amount of the subordinated notes.

On June 2, 2022, Busey issued $ 100.0 million aggregate principal amount of 5.000 % fixed-to-floating rate subordinated notes maturing June 15, 2032, which qualify as Tier 2 Capital for regulatory purposes.

The price to the public for the subordinated notes was 100 % of the principal amount of the subordinated notes.

Interest on the subordinated notes accrues at a rate equal to (1) 5.000 % per annum from the original issue date to, but excluding, June 15, 2027, payable semiannually in arrears, and (2) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 252 bps from and including June 15, 2027, payable quarterly in arrears.

Interest on the subordinated notes accrues at a rate equal to (1) 5.000 % per annum from the original issue date to, but excluding, June 15, 2027, payable semiannually in arrears, and (2) a floating rate per annum equal to a benchmark rate, which is the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 252 bps from and including June 15, 2027, payable quarterly in arrears.

The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after June 15, 2027.

Associated with the M&M acquisition completed on April 1, 2024 (see “ Note 2.

Mergers and Acquisitions ” ), Busey acquired $ 4.0 million of 5.25 % fixed-to-floating rate subordinated notes maturing December 4, 2030, which qualify as Tier 2 capital for regulatory purposes.

Interest on the subordinated notes accrues at a rate equal to (1) 5.25 % per annum from the original issue date to December 4, 2025, and (2) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 497 bps from December 4, 2025.

The subordinated notes have an optional redemption, in whole or in part, on or after December 4, 2025.

At December 31, 2024, there was $ 0.1 million of fair value discount outstanding, to be accreted through the earliest optional redemption date.

Unamortized debt issuance costs related to Busey’s subordinated notes are presented in the following table (dollars in thousands) :

Business Combinations ” ), Busey acquired a $ 4.0 million 5.25 % fixed-to-floating rate subordinated note maturing December 4, 2030, which qualified as Tier 2 capital for regulatory purposes.

Interest on the subordinated note accrued at a rate equal to 5.25 % per annum from the original issue date to December 4, 2025.

Thereafter, the note was to accrue interest at a floating rate per annum equal to a benchmark rate, which was the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 497 bps.

The subordinated note had an optional redemption, in whole or in part, on or after December 4, 2025.

On December 4, 2025, Busey redeemed the entire $ 4.0 million outstanding principal amount of the subordinated note.

Unamortized debt issuance costs related to Busey’s subordinated notes are presented in the following table:

As of December 31,

(dollars in thousands) 2025 2024

Unamortized debt issuance costs

2 unchanged sentences

Total unamortized debt issuance costs $ 605 $ 1,226

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Financial Statements & Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNIOR SUBORDINATED DEBT OWED TO UNCONSOLIDATED TRUSTS

2 unchanged sentences

Concurrent with the issuance of the trust preferred securities, Busey issued guarantees for the benefit of the holders of the trust preferred securities.

The trust preferred securities are instruments that qualify and are treated as Tier 1 regulatory capital.

Busey owns all of the common securities of each trust.

2 unchanged sentences

In connection with its acquisitions of Pulaski Financial Corp.

in 2016 and M&M in 2024, Busey has acquired similar statutory trusts and the fair value adjustment is being accreted over their weighted average remaining lives, with a balance of $ 2.9 million and $ 2.6 million remaining to be accreted as of December 31, 2024, and 2023, respectively.

in 2016, M&M in 2024, and CrossFirst in 2025 Busey has acquired similar statutory trusts and the fair value adjustment is being accreted over their weighted average remaining lives, with a balance of $ 2.9 million remaining to be accreted as of both December 31, 2025, and 2024.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

With the completion of the CrossFirst acquisition on March 1, 2025, Busey surpassed the $ 15.0 billion asset threshold, and its trust preferred securities were relegated from Tier 1 Capital to Tier 2 Capital.

Busey’s trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated notes at par value at the stated maturity date or upon redemption.

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Busey has the right to defer payment of interest on the notes, in which case the distributions on the trust preferred securities will also be deferred, for up to five years , but not beyond the stated maturity date.

For regulatory capital purposes, current banking regulations allow for the inclusion in Tier 1 Capital of qualifying trust preferred securities issued prior to May 19, 2010, by bank holding companies with less than $ 15.0 billion of assets, but do not allow for additional Tier 1 Capital to be raised through the future issuance of trust preferred securities.

As of December 31, 2024, 100 % of the trust preferred securities qualified as Tier 1 Capital;

however, once Busey reaches $ 15.0 billion in assets, its trust preferred securities will no longer quality as Tier 1 Capital.

In January 2026 Busey’s Board of Directors approved the redemption of the trust preferred securities issued by First Busey Statutory Trust II.

Approval for the redemption has been received from the Federal Reserve Bank.

Busey expects to complete the redemption in June of 2026.

REGULATORY CAPITAL

First Busey and Busey Bank are subject to various regulatory capital requirements administered by federal banking agencies.

Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on Busey's Consolidated Financial Statements .

Capital amounts and classification also are subject to qualitative judgments by regulators about components, risk weightings, and other factors.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Current Expected Credit Loss Model

On August 26, 2020, the FDIC and other federal banking agencies adopted a final rule which provided banking organizations that adopted CECL during 2020 with the option to delay for two years the estimated impact of CECL on regulatory capital and to phase in the aggregate impact of the deferral on regulatory capital over a subsequent three-year period.

Under this final rule, because Busey elected to use the deferral option, the regulatory capital impact of Busey’s transition adjustments recorded on January 1, 2020, arising from the adoption of CECL was deferred for two years.

In addition, 25 percent of the ongoing impact of CECL on Busey’s ACL, retained earnings, and average total consolidated assets from January 1, 2020, through the end of the two-year deferral period, each as reported for regulatory capital purposes, has been added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period.

On January 1, 2022, at the conclusion of the two-year period, the adjusted transition amounts began to be phased-in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.

Capital Amounts and Ratios

The following tables summarize regulatory capital requirements applicable to Busey and its subsidiary bank (dollars in thousands) :

The following tables summarize regulatory capital requirements applicable to First Busey and Busey Bank:

As of December 31, 2025

1 unchanged sentence

Capital Requirement Minimum

Amount Ratio Amount Ratio Amount Ratio

(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio

Common equity Tier 1 capital to risk weighted assets

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FIRST BUSEY CORPORATION

3 unchanged sentences

Capital Requirement Minimum

Amount Ratio Amount Ratio Amount Ratio

(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio

Common equity Tier 1 capital to risk weighted assets

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First Busey Corporation’s ability to pay cash dividends to its stockholders and to service its debt is dependent on the receipt of cash dividends from its subsidiaries.

Under applicable regulatory requirements, an Illinois state-chartered bank, such as Busey Bank, may not pay dividends in excess of its net profits.

Under applicable regulatory requirements, an Illinois state-chartered bank, such as Busey Bank, generally may pay dividends only out of net profits.

Busey Bank paid $ 160.0 million, $ 100.0 million, and $ 90.0 million in dividends to First Busey Corporation during the years ended December 31, 2025, 2024, and 2023, respectively.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Components of Busey’s income tax expense consist of the following (dollars in thousands) :

Income Tax Expenses

The following table presents components of Busey’s income taxes included in the accompanying Consolidated Statements of Income :

Years Ended December 31,

2024 2023 2022

Income tax expense

(dollars in thousands) 2025 2024 2023

Current expense:

4 unchanged sentences

State 8,653 ( 177 ) ( 1,363 )

Total income tax expense $ 39,613 $ 31,339 $ 33,426

A reconciliation of federal and state income taxes at statutory rates to Busey’s income taxes included in the accompanying Consolidated Statements of Income is as follows:

Total income taxes $ 51,378 $ 39,613 $ 31,339

The following table provides a reconciliation of federal and state income taxes at statutory rates to the income taxes included in the accompanying Consolidated Statements of Income :

Years Ended December 31,

(dollars in thousands) 2025 2024 2023

Income taxes at federal statutory rate

$ 39,194 21.0 % $ 32,194 21.0 % $ 32,320 21.0 %

Percent of pretax income

Income tax at federal statutory rate 21.0 % 21.0 % 21.0 %

Tax-exempt interest, net ( 0.7 ) % ( 1.0 ) % ( 1.1 ) %

Stock incentive — % 0.2 % 0.1 %

State income taxes, net 5.8 % 6.5 % 6.5 %

Income on bank owned life insurance ( 0.7 ) % ( 0.6 ) % ( 0.5 ) %

State and local income taxes (net of federal income tax effect) 1

14,470 7.8 % 10,890 7.1 % 10,072 6.5 %

Tax credit investments:

Other, net 3.5 % 0.3 % 0.3 %

Effective income tax rate 25.8 % 20.4 % 20.7 %

Low income housing tax credits

( 7,954 ) ( 4.3 ) % ( 5,657 ) ( 3.7 ) % ( 11,243 ) ( 7.3 ) %

New markets tax credits

( 9,008 ) ( 4.8 ) % ( 9,474 ) ( 6.2 ) % ( 2,416 ) ( 1.6 ) %

Other credits

( 1,589 ) ( 0.9 ) % ( 883 ) ( 0.6 ) % ( 1,306 ) ( 0.8 ) %

Nontaxable or nondeducitble items:

Tax-exempt interest, net

( 2,148 ) ( 1.2 ) % ( 1,141 ) ( 0.7 ) % ( 1,493 ) ( 1.0 ) %

3,079 1.7 % 407 0.3 % ( 217 ) ( 0.1 ) %

Other nontaxable or nondeductible

546 0.2 % ( 381 ) ( 0.3 ) % ( 793 ) ( 0.5 ) %

Investment in partnerships

14,692 7.9 % 13,244 8.6 % 5,714 3.7 %

96 0.1 % 414 0.3 % 701 0.5 %

Income taxes and effective income tax rate

$ 51,378 27.5 % $ 39,613 25.8 % $ 31,339 20.4 %

___________________________________________

State taxes in Illinois for 2025, 2024, and 2023 made up the majority (greater than 50%) of the tax effect in this category.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net deferred taxes, reported in other assets or other liabilities on Busey’s Consolidated Balance Sheets , include the following amounts of deferred tax assets and liabilities (dollars in thousands) :

Deferred Income Taxes

Net deferred taxes, reported in other assets or other liabilities on Busey’s Consolidated Balance Sheets , include the deferred tax assets and liabilities presented in the following table:

As of December 31,

(dollars in thousands) 2025 2024

Deferred taxes

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Employee costs 12,359 5,725

Unrealized loss on equity securities — 75

Tax credits 2,873 —

State net operating loss carryovers 712 —

Other 1,931 —

Deferred tax assets before valuation allowances 161,383 118,164

Valuation allowances ( 712 ) —

Total deferred tax assets 160,671 118,164

11 unchanged sentences

Net deferred tax asset $ 111,378 $ 95,462

Management believes that it is more likely than not that the net deferred tax asset included in the accompanying Consolidated Balance Sheets will be fully realized.

Busey has determined that no valuation allowance is required for any deferred tax assets as of December 31, 2024, or 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TAX CREDIT AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES

Busey’s investments in unconsolidated entities and related unfunded investment obligations are reflected in other assets and other liabilities on the Consolidated Balance Sheets , and are summarized in the table below for the periods indicated (dollars in thousands) :

Management has determined that it is more likely than not that the net deferred tax assets included in the accompanying Consolidated Financial Statements will be fully realized with the exception of Kansas net operating losses acquired as part of the CrossFirst acquisition.

Prior to acquisition, CrossFirst generated $ 20.5 million of Kansas net operating losses from tax years 2019 through 2025, which are indefinitely lived.

As of December 31, 2025, Management has determined that it is more likely than not that these net operating losses will not be realized due to the lack of profitability reported by the entities included in the Kansas filing group.

Based on this determination, Busey established a $ 0.7 million valuation allowance against the acquired Kansas state net operating losses for the year ended December 31, 2025.

No valuation allowance was required for any deferred tax assets as of December 31, 2024.

Income Tax Payments

Income tax payments by jurisdiction, excluding payments for tax credit investments, are presented in the following table:

Years Ended December 31,

(dollars in thousands) 2025 2024 2023

Income tax payments by jurisdiction

$ 16,794 $ 11,200 $ 18,300

4,115 1,707 1,868

Total income tax payments

$ 20,909 $ 12,907 $ 25,408

___________________________________________

The amount of income taxes paid during the years ended December 31, 2025 and 2024 , does not meet the five percent disaggregation threshold.

For additional information about Busey’s accounting policies related to income taxes, see “ Income Taxes ” in “ Note 1.

Significant Accounting Policies .”

TAX CREDIT INVESTMENTS AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES

As of December 31,

Location 2024 2023

(dollars in thousands) Location 2025 2024

Investments in unconsolidated entities

Funded investments Other assets $ 70,796 $ 68,516

Unfunded investments Other assets 61,210 58,552

Tax credit investments Other assets $ 119,634 $ 104,635

Other investments in unconsolidated entities Other assets 46,361 27,371

Investments in unconsolidated entities $ 165,995 $ 132,006

Unfunded investment obligations Other liabilities $ 68,690 $ 61,210

Income tax credits and other benefits, along with investment amortization, are presented in the table below (dollars in thousands) .

Beginning in 2024, income tax credits and other tax benefits, net of investment amortization, were included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income .

Year Ended December 31, 2024

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Busey applies the proportional amortization method in accounting for investments in tax-advantaged projects.

Income tax credits and other benefits related to these investments, along with investment amortization, are included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income .

Actual amounts of income tax credits and other benefits, along with investment amortization, are presented in the table below.

Years Ended December 31,

(dollars in thousands) 2025 2024

Income tax credits and other tax benefits $ 17,676 $ 20,734

Amortization of investments in tax-advantaged projects 15,735 18,494

For additional information about Busey’s accounting policies related to tax credit investments and other investments in unconsolidated entities, see “ Tax Credit Investments and Other Investments in Unconsolidated Entities ” in “ Note 1.

Significant Accounting Policies .”

EMPLOYEE BENEFIT PLANS

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The rights of participants in safe harbor matching contributions vest immediately.

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Profit Sharing

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401(k) Plan Expenses

Expenses related to Busey’s employee benefit plans, reported in salaries, wages, and employee benefits in the accompanying Consolidated Statements of Income , are summarized in the table below (dollars in thousands) :

Expenses related to Busey’s employee benefit plans, reported in salaries, wages, and employee benefits in the accompanying Consolidated Statements of Income , are summarized in the table below:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

401(k) Plan expenses

2 unchanged sentences

Total 401(k) Plan expenses $ 11,175 $ 7,856 $ 6,776

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

CrossFirst Acquisition

The CrossFirst acquisition impacted Busey and CrossFirst equity awards:

Treatment of Busey’s Equity Awards

Following the closing of the CrossFirst acquisition, except as otherwise provided in the CrossFirst Merger Agreement, Busey equity awards generally remain outstanding and subject to the same terms and conditions as applied immediately prior to the time at which the CrossFirst acquisition became effective (the “effective time”).

Notable changes to Busey’s equity awards are as follows:

• ROATCE PSUs — Each PSU issued by Busey that is earned based on Core Return on Average Tangible Common Equity (the “ROATCE PSUs”) and was outstanding immediately prior to the effective time was deemed earned with the achievement of the applicable performance goals based on actual performance through December 31, 2024, the latest practicable date prior to the effective time, and otherwise remains subject to the same terms and conditions (including service-based vesting terms) as applied to such ROATCE PSUs immediately prior to the effective time.

The ROATCE PSUs have been deemed earned (i) at 100 % of the target level of performance, for the ROATCE PSUs granted in 2023 and (ii) at 75 % of the target level of performance, for the ROATCE PSUs granted in 2024.

Modifications to the ROATCE PSUs granted in 2023 impacted 108 award holders and generated $ 0.2 million of incremental cost, and modifications to the ROATCE PSUs granted in 2024 impacted 129 award holders and generated $ 0.1 million of incremental cost.

• TSR PSUs — Each Busey PSU previously granted that is tied to total stockholder return (“TSR”, and such PSUs, the “TSR PSUs”) with a performance period that ended December 31, 2024, (excluding TSR PSUs previously held by retirees) was replaced, and each TSR PSU outstanding immediately prior to the effective time with performance periods ending December 31, 2025, and December 31, 2026, (including existing TSR PSUs held by retirees) was modified, each effective March 1, 2025, such that the resulting new or modified PSUs (collectively, the “Merger PSUs”) will be earned based on Busey’s relative TSR rank as compared to the KBW Nasdaq Regional Banking Index, measured at the end of a performance period commencing January 1, 2025, and ending December 31, 2026.

The Merger PSUs are subject to the terms and conditions of the 2020 Equity Plan and the applicable award agreements.

The target number of PSUs subject to each such Merger PSU was determined based on the number of PSUs that would have been earned in respect of the corresponding TSR PSU had performance for such corresponding TSR PSU been determined based on actual performance as of August 26, 2024, the day immediately prior to the announcement of the Merger, which is (i) in the case of the TSR PSUs granted in 2022, 94.5 % of the original target level of performance, (ii) in the case of the TSR PSUs granted in 2023, 96.2 % of the original target level of performance, and (iii) in the case of the TSR PSUs granted in 2024, 76.9 % of the original target level of performance.

Such target number also reflects the number of dividend equivalents accrued in respect of the corresponding existing TSR PSU that would have been earned based on the same actual TSR performance.

Replacements for TSR PSUs granted in 2022 impacted 107 award holders and generated $ 1.3 million of replacement cost.

Additional information about the Merger PSU replacement grant is included below under the heading “ PSU Awards ” in the “ 2020 Equity Plan ” section.

Modifications to the TSR PSUs granted in 2023 impacted 108 award holders and generated $ 1.4 million of incremental cost, and modifications to the TSR PSUs granted in 2024 impacted 129 award holders and generated $ 0.8 million of incremental cost.

• Busey RSUs — Each outstanding Busey time-based restricted stock unit award (the “Busey RSUs”) will vest in equal annual installments over three (3) years following the effective time;

provided that if any Busey RSU would otherwise vest by its terms on an earlier date, any then-unvested portion as of such date shall vest on such original vesting date.

Modifications to RSU grants impacted 139 award holders and did not generate any incremental cost.

Each Busey equity award will be subject to double-trigger vesting upon an involuntary termination within twelve (12) months following the effective time (at target performance, in the case of Merger PSUs).

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Treatment of CrossFirst’s Equity Awards

Equity awards based on CrossFirst Common Stock that were outstanding immediately prior to the effective time were converted, at the effective time, either to Busey Common Stock or to equity awards based on Busey Common Stock, as follows:

• Director equity awards — Each CrossFirst restricted stock award held by a CrossFirst non-employee director and each deferred share of CrossFirst Common Stock that was credited to a director participant’s account under the CrossFirst 2018 Directors’ Deferred Fee Plan was converted into the right to receive 0.6675 shares of Busey Common Stock (the “Exchange Ratio”).

• CrossFirst RSUs — Each CrossFirst time-based restricted stock unit award (“CrossFirst RSU”) was converted into a restricted stock unit in respect of Busey Common Stock (a “Busey RSU”) based on the Exchange Ratio, rounded to the nearest whole share, subject to the same terms and conditions as were applicable to the CrossFirst RSUs prior to the effective time.

• CrossFirst PSUs — Each CrossFirst performance-based restricted stock unit award (“CrossFirst PSU”) was converted into a time-based Busey RSU based on the Exchange Ratio, subject to the same terms and conditions as were applicable to the CrossFirst PSUs prior to the effective time, assuming the achievement of the applicable performance goals based on, for the CrossFirst PSUs granted in 2023, actual performance through December 31, 2024, and, for the CrossFirst PSUs granted in 2024, target performance, rounded to the nearest whole share.

• CrossFirst SSARs — Each CrossFirst SSAR was converted into a stock appreciation right in respect of Busey Common Stock based on the Exchange Ratio, rounded down to the nearest whole share (and exercise price rounded up to the nearest cent), generally subject to the same terms and conditions as were applicable to the CrossFirst SSAR prior to the effective time.

Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock.

Busey issued 108,021 treasury shares in conjunction with the settlement in 2025 of RSUs and SSARs that were awarded under the CrossFirst Bankshares, Inc.

2018 Omnibus Equity Incentive Plan, as Amended and Restated.

The difference between the number of shares issued and the number of vested units is due to shares issued under a net share settlement option.

Stock Options

Busey has outstanding stock options that were issued under the First Community 2016 Equity Incentive Plan and assumed from acquisitions.

A summary of the status of, and changes in, Busey's stock option awards follows (dollars in thousands, except weighted-average exercise price) :

Busey has outstanding stock options that were issued under the First Community 2016 Equity Incentive Plan and assumed in Busey’s 2017 acquisition of First Community.

A summary of the status of, and changes in, Busey's stock option awards for the year ended December 31, 2025, follows:

Options Shares Weighted-

Price Weighted-

Life Intrinsic

Term Intrinsic

Value ($000's)

Outstanding at December 31, 2024 15,106 $ 23.53 1.87 years $ 1

Exercised ( 2,640 ) 23.53

Outstanding at December 31, 2025 15,106 $ 23.53 0.87 years 4

Exercisable at December 31, 2025 15,106 $ 23.53 0.87 years 4

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Settled Appreciation Rights

Busey issued replacement awards in the form of SSARs as part of the acquisition of CrossFirst.

These awards were issued under the CrossFirst Bankshares 2018 Omnibus Equity Incentive Plan with exercise prices equal to the closing price of CrossFirst’s common shares on the original date for each award adjusted by the Exchange Ratio of 0.6675 , rounded up to the nearest cent.

At grant, SSARs typically vested ratably over seven years of continuous service with a ten-year or fifteen-year contractual term.

At grant, replacement SSARs had a weighted average remaining contractual term of 5.4 years, and unvested replacement SSARs had a weighted average remaining vesting period of 3.2 years.

The fair value of each SSAR was estimated at acquisition date using a Monte Carlo simulation since the awards were all in-the-money.

The fair value of SSARs that vested during 2025 was $ 3.7 million.

A summary of SSAR activity during 2025 is presented below:

SSARs Shares Weighted-

Price Weighted-

Term Intrinsic

Value ($000's)

Outstanding at December 31, 2024 — $ — — $ —

Replacement of CrossFirst SSARs 424,390 15.78

( 119,842 ) 13.31

Forfeited ( 4,005 ) 16.00

Expired ( 30,145 ) 23.23

Outstanding at December 31, 2025 270,398 $ 16.04 4.98 years 2,095

Exercisable at December 31, 2025 253,560 $ 15.70 4.94 years 2,051

___________________________________________

The aggregate intrinsic value of SSARs exercised during 2025 was $ 1.1 million.

The following table provides the range of assumptions used in the Monte Carlo simulations to value CrossFirst awards that were replaced at acquisition and the weighted average grant date fair value per share:

Year Ended December 31, 2025

Expected volatility 1

29.10 % – 36.70 %

Expected dividends 2

Simulation term 3, 4, 5

4.20 years – 5.69 years

Risk-free rate 6

3.97 % – 4.03 %

Weighted average grant date fair value per share

___________________________________________

Expected volatility was calculated using a historical volatility of Busey’s stock price over a period commensurate with the simulation term of the SSARs.

The dividend yield was calculated using Busey’s annual dividend and closing stock price on the date of acquisition.

The simulation term was commensurate with the midpoint of the longest expected term across all SSARs and was impacted by expected exercise behavior and termination rate.

As a component of determining the simulation term, exercise was assumed to occur at the earlier of the midpoint of i) the greater of the weighted average time to vest or the time the options are in the money, and the time the SSARs expire, ii) 90 days following the occurrence of a termination, or iii) the end of the contractual term.

As a component of determining the simulation term, termination rate was assumed to be between 25 % and 50 % in the first year following the acquisition and 5 % for every year thereafter.

The risk-free rate for the simulation term of the SSARs was based on the continuously compounded semi-annual zero-coupon U.S.

Treasury rates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2020 Equity Plan

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More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Busey has granted RSU, PSU, and DSU awards under the terms of the 2020 Equity Plan.

Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock.

Busey has granted RSU, PSU, and DSU awards under the terms of its 2020 Equity Plan.

A description of RSU, PSU, and DSU awards granted in 2025 under the terms of the 2020 Equity Plan is provided below.

A description of RSU, PSU, and DSU awards granted in 2024 and 2023 under the terms of the 2020 Equity Plan can be found in Busey’s Annual Reports for the years ended December 31, 2024, and 2023, respectively.

Busey issued 163,387 treasury shares in conjunction with the settlement of RSUs, PSUs, and DSUs in 2024.

Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock.

Busey issued 437,670 treasury shares in conjunction with the settlement in 2025 of RSUs, PSUs, and DSUs that were awarded under the 2020 Equity Plan.

The difference between the number of shares issued and the number of vested units is due to shares issued under a net share settlement option.

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RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria.

Each RSU is equivalent to one share of Busey’s common stock.

Busey’s RSUs have requisite service periods ranging from one year to five years , and are subject to accelerated vesting upon eligible retirement from Busey.

Each RSU represents the future right to receive one share of Busey’s common stock.

Recipients earn quarterly dividend equivalents on their respective RSUs, which entitle the recipients to additional units.

1 unchanged sentence

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted 348,269 RSUs to members of management.

The grant date fair value of the award was $ 4.4 million, which will be recognized as compensation expense over the requisite service period ranging from one year to five years .

The grant date fair value of the award was $ 7.7 million, which will be recognized as compensation expense over the requisite service period.

These awards will vest in equal installments over three years , on each anniversary of the grant date.

The terms of these awards included an accelerated vesting provision upon eligible retirement from Busey, after a one-year minimum requisite service period.

Subsequent to the requisite service period, the awards will become 100 % vested.

On May 29, 2025, under the terms of the 2020 Equity Plan, Busey granted 4,494 RSUs to members of management.

The grant date fair value of the award was $ 0.3 million, which will be recognized as compensation expense over the requisite service period of three years .

The terms of these awards included an accelerated vesting provision upon eligible retirement from Busey, after a one-year minimum requisite service period.

Subsequent to the requisite service period, the awards will become 100 % vested.

A summary of changes in Busey’s RSU awards for the year ended December 31, 2024, is as follows:

The grant date fair value of the award was $ 0.1 million, which will be recognized as compensation expense over the requisite service period.

These awards will vest in equal installments over three years , on each anniversary of the grant date.

On July 23, 2025, under the terms of the 2020 Equity Plan, Busey granted 13,724 RSUs to members of management.

The grant date fair value of the award was $ 0.3 million, which will be recognized as compensation expense over the requisite service period.

These awards will vest on July 23, 2028.

On October 8, 2025, under the terms of the 2020 Equity Plan, Busey granted 21,395 RSUs to a member of management.

The grant date fair value of the award was $ 0.5 million, which will be recognized as compensation expense over the requisite service period.

These awards will vest on October 8, 2028.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of changes in Busey’s RSU awards for the year ended December 31, 2025, is presented in the following table:

RSU Awards Shares Weighted-

Nonvested at December 31, 2024 1,066,772 $ 21.80

Conversion of Busey ROATCE PSUs to RSUs

157,094 23.99

Replacement of CrossFirst RSUs and PSUs

341,048 23.99

Granted 387,882 22.28

3 unchanged sentences

Nonvested at December 31, 2025 1,320,537 $ 23.14

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Busey grants PSU awards to members of management periodically throughout the year.

Each PSU is equivalent to one share of Busey’s common stock.

PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and providing continuous service through the end of such performance period.

Each PSU represents the future right to receive one share of Busey’s common stock.

The number of PSUs that ultimately vest will be determined based on the extent to which the established performance criteria are achieved.

1 unchanged sentence

After performance determination, dividend equivalents are compounded based upon the updated PSU balances at each dividend date during the performance period.

On March 1, 2025, under the terms of the 2020 Equity Plan, in connection with the CrossFirst acquisition, Busey granted a target of 59,471 Merger PSUs with a maximum award of 95,154 units, which replaced the TSR PSUs granted in 2022.

The actual number of units issued at the vesting date could range from 0 % to 160 % of the initial grant, depending on attaining a relative total stockholder return performance goal.

The grant date fair value of the award, calculated using the Geometric Brownian Motion Model, was $ 1.3 million, which will be recognized in compensation expense over the performance period ending December 31, 2026.

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted a target of 174,126 PSUs with a maximum award of 278,602 units.

4 unchanged sentences

The grant date fair value of the award was $ 3.9 million, which will be recognized in compensation expense over the performance period ending December 31, 2027.

The actual amount of compensation expense recognized is subject to adjustment based on the extent to which performance goals are expected to be achieved.

A summary of changes in Busey’s PSU awards for the year ended December 31, 2024, is as follows:

The actual amount of compensation expense recognized for these awards is subject to adjustment based on the extent to which performance goals are expected to be achieved.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of changes in Busey’s PSU awards for the year ended December 31, 2025, is presented in the following table:

PSU Awards Shares 1

1 unchanged sentence

372,042 $ 21.15

Modifications based on CrossFirst acquisition 2

( 181,828 ) 20.43

407,723 20.99

Dividend equivalents earned

7 unchanged sentences

Shares for PSU awards represent target shares at grant date.

PSUs granted in 2022 vested on December 31, 2024.

Shares represent target amounts.

Performance determinations were calculated and approved by Busey’s Compensation Committee on January 31, 2025, and settlement activity will take place in the first quarter of 2025.

Modifications include PSUs that were converted to RSUs as well as balance adjustments related to the 2023 TSR PSUs and the 2024 TSR PSUs.

The performance and service periods for PSUs granted in 2023 ended on December 31, 2025, and these awards were considered vested under the 2020 Equity Plan at that time.

Performance achievement was calculated in January 2026 and approved by Busey’s Compensation Committee on January 27, 2026.

The achievement percentage for these awards was determined to be zero percent.

Busey grants DSU awards to its non-employee directors.

DSU awards are stock-based awards with a deferred settlement date.

Each DSU is equivalent to one share of Busey’s common stock.

Each DSU represents the future right to receive one share of Busey’s common stock.

DSUs vest over a one-year period following the grant date.

1 unchanged sentence

After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted 39,846 DSUs to non-employee directors.

1 unchanged sentence

Subsequent to the requisite service period, the awards will become 100 % vested.

A summary of changes in Busey’s DSU awards for the year ended December 31, 2024, is as follows:

A summary of changes in Busey’s DSU awards for the year ended December 31, 2025, is presented in the following table:

DSU Awards Shares Weighted-

3 unchanged sentences

Vested ( 44,039 ) 23.29

Forfeited ( 1,025 ) 20.44

Nonvested at December 31, 2025 41,218 $ 22.16

Vested and outstanding at December 31, 2025 146,076 $ 23.01

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employee Stock Purchase Plan

6 unchanged sentences

There were 295,946 shares available for issuance under the ESPP as of December 31, 2025.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation Expense

Busey did not record any stock option compensation expense for the years ended December 31, 2024, 2023, or 2022.

Busey did not have any unrecognized stock option compensation expense as of December 31, 2024.

Busey recognized compensation expense related to non-vested RSU, PSU, and DSU awards, as well as the ESPP, as summarized in the table below (dollars in thousands) :

Busey recognized compensation expense related to non-vested equity awards as summarized in the table below:

Years Ended December 31,

Location 2024 2023 2022

(dollars in thousands) Location 2025 2024 2023

Stock-based compensation expense

1 unchanged sentence

Salaries, wages, and employee benefits 10,657 3,823 2,622

Salaries, wages, and employee benefits 5,158 2,867 2,962

Other expense 842 826 833

5 unchanged sentences

Expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at the grant date, adjusted for performance expectations as of the date indicated.

Unamortized stock-based compensation expense is presented in the table below (dollars in thousands) :

As all outstanding stock options were fully vested, no compensation expense was recorded for stock options for the years ended December 31, 2025, 2024, and 2023, and no unrecognized compensation expense remains for Busey’s stock option awards as of December 31, 2025.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unamortized stock-based compensation expense is presented in the table below:

As of December 31,

(dollars in thousands) 2025 2024

Unamortized stock-based compensation

SSARs $ 98 $ —

RSU awards 9,236 7,093

1 unchanged sentence

Total unamortized stock-based compensation $ 15,309 $ 10,317

Weighted average period over which expense is to be recognized 2.5 years

Weighted average period over which expense is to be recognized on awards issued under Busey's 2020 Equity Plan 1.8 years

Weighted average period over which expense is to be recognized on CrossFirst replacement awards 1.2 years

___________________________________________

1 unchanged sentence

Unamortized expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.

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Financial Statements & Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For additional information about Busey’s accounting policies related to stock-based compensation, see “ Stock-Based Compensation ” in “ Note 1.

Significant Accounting Policies .”

TRANSACTIONS WITH RELATED PARTIES

Busey has had, and may be expected to have in the future, banking transactions in the ordinary course of business with related parties which include directors, executive officers, chief credit officers, their immediate families, and affiliated companies in which they have 10% or more beneficial ownership, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.

The following table presents changes in loans to related parties, as a group (dollars in thousands) :

As of and for the Year Ended

The following table presents changes in loans to related parties, as a group:

(dollars in thousands) As of and for the Year Ended

December 31, 2025

6 unchanged sentences

Loans to related parties did not include significant amounts that were past due, non-accrual, or modified.

Deposits from related parties totaled $ 98.0 million as of December 31, 2025, and $ 31.2 million as of December 31, 2024.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES

Credit Commitments and Contingencies

A summary of the contractual amount of Busey’s exposure to off-balance-sheet risk relating to the Company’s commitments to extend credit and standby letters of credit follows (dollars in thousands) :

A summary of the contractual amount of Busey’s exposure to off-balance-sheet risk relating to the Company’s commitments to extend credit and standby letters of credit follows:

As of December 31,

Financial instruments whose contract amounts represent credit risk

(dollars in thousands) 2025 2024

Off-Balance Sheet Commitments

Commitments to extend credit $ 4,696,867 $ 2,512,714

1 unchanged sentence

Total commitments $ 4,820,613 $ 2,548,178

For additional information about Busey’s accounting policies related to credit commitments and contingencies, see “ Off-Balance Sheet Arrangements ” in “ Note 1.

Significant Accounting Policies .”

Legal Matters

Busey is a party to legal actions which arise in the normal course of its business activities.

Legal and administrative proceedings are subject to inherent uncertainties, and while unfavorable outcomes could occur, Busey does not believe at this time that any potential liabilities relating to pending or potential legal matters are likely to have a material impact on Busey's results of operations or financial position.

Additionally, on November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State, as described in more detail under the heading “ Franchise Tax Matter ” below.

Legal and administrative proceedings are subject to inherent uncertainties.

While unfavorable outcomes could occur, Busey does not believe at this time that any potential liabilities relating to pending or potential legal matters are likely to have a material impact on Busey's results of operations or financial position.

Franchise Tax Matter

In 2021, First Busey Corporation received an inquiry from the Illinois Secretary of State, pursuant to which the Illinois Secretary of State asked for additional information regarding certain of First Busey Corporation’s franchise tax filings and the calculation of amounts due thereunder.

The franchise tax is established by the Illinois Business Corporation Act (“BCA”) 805 ILCS 5/1 et seq., and is a tax imposed on foreign and domestic corporations for the privilege of conducting business in Illinois.

First Busey Corporation has been cooperating with the inquiry since the initial outreach from the Illinois Secretary of State in 2021 and in October 2024 delivered additional BCA forms requested by the Illinois Secretary of State, with a full reservation of rights by First Busey Corporation.

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Franchise Tax Matter

In 2021, Busey received 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.

Busey has been cooperating with the inquiry and has delivered additional BCA forms requested by the Illinois Secretary Of State, with a full reservation of rights by Busey, including seeking judicial relief, if necessary, with respect to any potential dispute regarding Busey’s preparation of the BCA forms and the calculation of the franchise taxes due.

Where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, as is the case with this matter, no accrual is required.

It is reasonably possible that this matter could require Busey to pay additional taxes, including potential penalties and interest, or make other expenditures or accrue liabilities in amounts that could not be reasonably estimated as of December 31, 2024.

If the likelihood of potential liabilities elevates, requiring an accrual, the potential future liabilities could be material in the period(s) in which they are recorded.

On March 20, 2025, the Illinois Secretary of State requested that First Busey Corporation resubmit the requested forms using a proposed methodology for paid-in capital that First Busey Corporation views as inconsistent with the Illinois Secretary of State’s past practice, and existing statutory and case law.

Accordingly, on May 14, 2025, within the Illinois Secretary of State’s requested timeframe, First Busey Corporation informed the Illinois Secretary of State that it would not resubmit the requested forms with the methodology that First Busey Corporation disputes and requested that the parties instead continue good faith discussions.

On July 2, 2025, First Busey Corporation received a notice of hearing from the Illinois Secretary of State indicating that an administrative hearing has been scheduled to “ascertain” the required amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State.

In the notice, the Illinois Secretary of State requested a determination of an amount due that the Illinois Secretary of State preliminarily estimated at in excess of $ 28.0 million, including in excess of $ 17.4 million in interest and approximately $ 0.3 million in penalties.

First Busey Corporation disagrees with the Illinois Secretary of State’s preliminary estimate and believes that the Illinois Secretary of State’s request is contrary not only to the Illinois Secretary of State’s past practice, but also existing statutory and case law.

First Busey Corporation intends to vigorously defend itself against the Illinois Secretary of State’s notice, including through appropriate judicial relief.

To that end, on July 31, 2025, First Busey Corporation filed a special appearance with the Illinois Secretary of State’s Department of Administrative Hearings solely for the limited purpose of contesting the jurisdiction of the Illinois Secretary of State to initiate and conduct the administrative hearing, and on November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with this matter:

one in federal court, First Busey Corporation v.

Alexi Giannoulias , No.

3:25-cv-50488 (N.D.

and one in Illinois state court, First Busey Corporation v.

Alexi Giannoulias , No.

25-MR-283 (Sixth Judicial Circuit of Illinois, Champaign County).

Both lawsuits and the administrative hearing remain pending.

Where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, no accrual is required.

Given the underlying disagreement between First Busey Corporation and the Illinois Secretary of State on the proper methodology for calculating any franchise tax owed, the loss cannot be reasonably estimated.

It is reasonably possible that this matter could require First Busey Corporation to pay additional taxes, including potential penalties and interest, or make other expenditures or accrue liabilities in amounts that could not be reasonably estimated as of December 31, 2025.

If the likelihood of potential liabilities elevates and First Busey Corporation becomes able to reasonably estimate the loss, requiring an accrual, the potential future liabilities could be material in the period(s) in which they are recorded.

DERIVATIVE FINANCIAL INSTRUMENTS

2 unchanged sentences

forward sales commitments to sell residential mortgage loans to investors;

and interest rate swaps, risk participation agreements, and foreign currency exchange contracts with customers and other third parties.

and interest rate swaps and risk participation agreements with customers and other third parties.

See “ Note 20.

Fair Value Measurements ” for further discussion of the fair value measurement of such derivatives.

To secure its obligations under derivative contracts, Busey pledged cash and held collateral as follows (dollars in thousands) :

To secure its obligations under derivative contracts, Busey pledged cash and held collateral as follows:

As of December 31,

(dollars in thousands) 2025 2024

Cash pledged to secure obligations under derivative contracts $ 14,400 $ 21,900

5 unchanged sentences

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FIRST BUSEY CORPORATION

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Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps with notional amounts totaling $ 500.0 million as of December 31, 2024, and $ 350.0 million as of December 31, 2023, were designated as cash flow hedges.

Interest rate swaps with notional amounts totaling $ 500.0 million as of both December 31, 2025, and December 31, 2024, were designated as cash flow hedges.

Busey entered into a $ 300.0 million receive-fixed pay-floating interest rate swap to reduce Busey's asset sensitivity (“Prime Loan Swap”).

2 unchanged sentences

These hedges were determined to be highly effective during the period, and Busey expects its hedges to remain highly effective during the remaining terms of the swaps.

Further, in 2024 Busey entered into forward-starting SOFR-based receive-fixed pay-floating interest rate swaps totaling $ 200.0 million to reduce Busey’s asset sensitivity (“SOFR Loan Swaps”).

Further, Busey entered into forward-starting SOFR-based receive-fixed pay-floating interest rate swaps totaling $ 200.0 million to reduce Busey’s asset sensitivity (“SOFR Loan Swaps”).

These hedges were determined to be highly effective during the period, and Busey expects its hedges to remain highly effective during the remaining terms of the swaps.

During 2024 an interest rate swap to hedge the risks of variability in cash flows for future interest payments attributable to changes in the 3-month CME Term SOFR benchmark interest rate on Busey’s junior subordinated debt owed to unconsolidated trusts (“Debt Swap”) matured.

Changes in fair value were recorded net of tax in OCI.

A summary of the interest-rate swaps designated as cash flow hedges is presented below (dollars in thousands) :

A summary of the interest-rate swaps designated as cash flow hedges is presented below:

As of December 31,

Location 2024 2023

Notional amount $ — $ 50,000

Weighted average rate:

pay-fixed — 1.79 %

Weighted average variable 3-month Fallback Rate (SOFR) receive rates — 5.61 %

Weighted average maturity — 0.71 years

(dollars in thousands) Location 2025 2024

Prime Loan Swap

8 unchanged sentences

receive-fixed 3.78 % 3.78 %

Weighted average variable 1-month CME Term SOFR pay rates 3.82 % — %

Weighted average maturity 3.76 years

4 unchanged sentences

Unrealized gains (losses) on cash flow hedges, net of tax AOCI $ ( 7,616 ) $ ( 19,805 )

During the next 12 months, Busey expects to reclassify unrealized gains and losses from OCI to interest income and interest expense as shown in the following table.

Amounts actually recognized could differ from these expectations due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to December 31, 2025.

(dollars in thousands) As of

December 31, 2025

Unrealized gains (losses) expected to be reclassified from OCI to interest income $ ( 521 )

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Busey expects to reclassify unrealized gains and losses from OCI to interest income and interest expense as shown in the following table, during the next 12 months (dollars in thousands) .

Amounts actually recognized could differ from these expectations due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to December 31, 2024.

December 31, 2024

Unrealized losses expected to be reclassified from OCI to interest income $ ( 725 )

Interest income (expense) recorded on swap transactions was as follows for the periods presented (dollars in thousands) :

Interest income and interest expense recorded on swap transactions is presented in the following table:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Interest on swap transactions

2 unchanged sentences

Net increase (decrease) in net interest income on swap transactions $ ( 8,432 ) $ ( 9,291 ) $ ( 8,569 )

The following table reflects the net gains (losses) recorded in AOCI and the Consolidated Statements of Comprehensive Income relating to cash flow derivative instruments for the periods presented (dollars in thousands) :

Net gains (losses) relating to cash flow derivative instruments that were recorded in OCI on the Consolidated Statements of Income are presented in the table below:

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Unrealized gains (losses) on cash flow hedges

7 unchanged sentences

Busey manages the risk associated with these contracts by entering into equal and offsetting derivative agreements with a third-party dealer.

These contracts supported variable rate, commercial loan relationships totaling $ 719.2 million and $ 663.1 million as of December 31, 2024 and 2023, respectively.

These contracts supported variable rate, commercial loan relationships totaling $ 1.16 billion as of December 31, 2025, and $ 719.2 million as of December 31, 2024.

These derivatives generally worked together as an economic interest rate hedge, but Busey did not designate them for hedge accounting treatment.

1 unchanged sentence

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts and fair values of derivative assets and liabilities related to customer interest rate swaps recorded on the Consolidated Balance Sheets are summarized as follows (dollars in thousands) :

Amounts and fair values of derivative assets and derivative liabilities related to customer interest rate swaps recorded on the Consolidated Balance Sheets are summarized as follows:

As of December 31, 2025 As of December 31, 2024

Location Notional

(dollars in thousands) Location Notional

Value Notional

11 unchanged sentences

Derivative liabilities not designated as hedging instruments $ 1,160,259 $ 27,540 $ 719,236 $ 30,319

Changes in fair value of these derivative assets and liabilities were recorded in noninterest expense on the Consolidated Statements of Income and are summarized as follows (dollars in thousands) :

Changes in fair value of these derivative assets and derivative liabilities were recorded in noninterest expense on the Consolidated Statements of Income and are summarized as follows:

Years Ended December 31,

Location 2024 2023 2022

(dollars in thousands) Location 2025 2024 2023

Interest rate swaps

2 unchanged sentences

Net change in fair value of interest rate swaps $ — $ — $ —

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Risk Participation Agreements

1 unchanged sentence

Under these risk participation agreements, Busey purchased credit risk participation, paying an up-front fee to a counterparty to accept a portion of its credit exposure, and will receive a payment from the counterparty if the swap customer defaults on its obligations.

Busey also entered into a risk participation agreement under which Busey sold credit risk participation, receiving an up-front fee from a counterparty in exchange for accepting a portion of the counterparty’s credit exposure.

This agreement matured on June 30, 2024.

The swap customer did not default on its obligations, and Busey was not required to make a payment to the counterparty of the risk participation agreement.

Busey also assumed additional risk participation agreements entered into by CrossFirst, in which CrossFirst purchased credit risk participation, and Busey will receive a payment from the counterparty if the swap customer defaults on its obligations.

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Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the CrossFirst acquisition, Busey assumed risk participation agreements entered into by CrossFirst, under which CrossFirst sold credit risk participation, receiving an up-front fee from a counterparty in exchange for accepting a portion of the counterparty’s credit exposure.

Under these agreements, Busey will be required to make a payment to the counterparty if the swap customer defaults on its obligations.

Notional amounts of the risk participation agreements reflect the participating banks’ pro-rata shares of the derivative instruments, consistent with their shares of the related participated loans.

The risk participation agreements mature between August 2026 and January 2029, and are summarized as follows (dollars in thousands) :

The risk participation agreements mature between May 2026 and October 2033, and are summarized as follows:

As of December 31,

(dollars in thousands) 2025 2024

Risk participation agreements purchased

15 unchanged sentences

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Contents of Item 8.

Financial Statements and Supplementary Data

FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts and fair values of mortgage banking derivatives included on the Consolidated Balance Sheets are summarized as follows (dollars in thousands) :

Amounts and fair values of mortgage banking derivatives included on the Consolidated Balance Sheets are summarized as follows:

As of December 31, 2025 As of December 31, 2024

Location Notional

(dollars in thousands) Location Notional

Value Notional

7 unchanged sentences

Mortgage banking derivative liabilities $ 9,278 $ 26 $ 2,391 $ 10

Net gains (losses) relating to these derivative instruments are summarized as follows (dollars in thousands) :

Gains and losses relating to these derivative instruments are reported in noninterest income, and are summarized as follows:

Years Ended December 31,

Location 2024 2023 2022

(dollars in thousands) Location 2025 2024 2023

Net gains (losses) on mortgage banking derivatives

4 unchanged sentences

however, because loans held for sale are carried at LOCOM, any corresponding increase in the fair value of loans held for sale will not be recognized in earnings until the loans are sold, at which time the increase is factored into the calculated gain on sale.

Decreases in the market value of loans held for sale is recognized in earnings at each measurement period.

Decreases in the market value of loans held for sale are recognized in earnings at each measurement period.

For additional information about Busey’s accounting policies related to derivative financial instruments, see “ Derivative Financial Instruments ” in “ Note 1.

Significant Accounting Policies .”

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Equity securities are reported at fair value, which is estimated using Level 1 or Level 2 inputs.

Fair value measurements of mutual funds, when held, are estimated using unadjusted quoted prices in active markets for identical assets at the measurement date and are classified as Level 1.

Fair value measurements of stock use quoted prices for identical or similar assets in markets that are not active and are classified as Level 2.

Fair value measurements of mutual funds or stock in active markets are estimated using unadjusted quoted prices for identical assets at the measurement date and are classified as Level 1.

Fair value measurements of stock that are not active use quoted prices for identical or similar assets in markets and are classified as Level 2.

Derivative Assets and Derivative Liabilities

8 unchanged sentences

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables summarize financial assets and financial liabilities measured at estimated fair value on a recurring basis as of December 31, 2024 and 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to estimate fair value (dollars in thousands) :

The following tables summarize financial assets and financial liabilities measured at estimated fair value on a recurring basis:

As of December 31, 2025

(dollars in thousands) Level 1

Inputs Level 2

12 unchanged sentences

As of December 31, 2024

(dollars in thousands) Level 1

Inputs Level 2

1 unchanged sentence

Debt securities available for sale:

Treasury securities $ — $ 15,946 $ — $ 15,946

Obligations of U.S.

8 unchanged sentences

Derivative liabilities — 58,099 — 58,099

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Activity for risk participation agreements, which are financial assets measured at estimated fair value on a recurring basis using Level 3, is summarized in the tables below (dollars in thousands) :

Activity for risk participation agreements, which are financial assets measured at estimated fair value on a recurring basis using Level 3, is summarized in the tables below:

Years Ended December 31,

Location 2024 2023

(dollars in thousands) Location 2025 2024

Beginning Balance $ 5 $ 15

1 unchanged sentence

Purchases ( 171 ) 16

Assumed in acquisition

Ending Balance $ ( 35 ) $ 5

For additional information about Busey’s accounting policies related to the fair value of financial instruments, see “ Fair Value of Financial Instruments ” in “ Note 1.

Significant Accounting Policies .”

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

7 unchanged sentences

Due to the significance of unobservable inputs, fair values of individually evaluated collateral dependent loans have been classified as Level 3.

OREO and Other Repossessed Assets

Non-financial assets measured at fair value, upon initial recognition or subsequent impairment, include OREO and other repossessed assets.

OREO properties and other repossessed assets are measured using a combination of observable inputs, including recent appraisals, and unobservable inputs.

Due to the significance of unobservable inputs, the estimated fair values of all OREO and other repossessed assets have been classified as Level 3.

Bank Property Held for Sale

3 unchanged sentences

Due to the significance of unobservable inputs, fair values of all bank property held for sale have been classified as Level 3.

The following tables summarize assets and liabilities measured at estimated fair value on a non-recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (dollars in thousands) :

The following tables summarize assets and liabilities measured at estimated fair value on a non-recurring basis:

As of December 31, 2025

(dollars in thousands) Level 1

Inputs Level 2

1 unchanged sentence

Loans evaluated individually, net of related allowance $ — $ — $ 19,604 $ 19,604

OREO and other repossessed assets with subsequent impairment — — 4,409 4,409

Bank property held for sale with impairment — — 1,855 1,855

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024

(dollars in thousands) Level 1

Inputs Level 2

2 unchanged sentences

Bank property held for sale with impairment — — 2,841 2,841

The following table presents additional quantitative information about assets measured at estimated fair value on a non-recurring basis using Level 3 inputs (dollars in thousands) :

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present additional quantitative information about assets measured at estimated fair value on a non-recurring basis using Level 3 inputs:

As of December 31, 2025

Fair Value Valuation

(dollars in thousands) Fair Value Valuation

Techniques Unobservable

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Loans evaluated individually, net of related allowance $ 19,604 Appraisal of collateral Appraisal adjustments - 1.6 % to - 100.0 %

OREO and other repossessed assets with subsequent impairment 4,409 Appraisal of collateral Appraisal adjustments - 2.8 % to - 24.1 %

Bank property held for sale with impairment 1,855 Appraisal of collateral or real estate listing price Appraisal adjustments - 9.0 % to - 58.0 %

As of December 31, 2024

Fair Value Valuation

(dollars in thousands) Fair Value Valuation

Techniques Unobservable

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Financial Assets and Financial Liabilities That Are Not Carried at Fair Value

Fair values of financial instruments that are not carried at fair value on Busey’s Consolidated Balance Sheets were estimated as follows, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value (dollars in thousands) :

Fair values of financial instruments that are not carried at fair value on Busey’s Consolidated Balance Sheets were estimated as follows:

As of December 31, 2025 As of December 31, 2024

(dollars in thousands) Carrying

Value Carrying

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Securities sold under agreements to repurchase 166,929 166,929 155,610 155,610

Short-term borrowings — — 12,000 12,034

Long-term debt — — 18,000 18,020

Long-term borrowings 113,806 113,853 — —

Junior subordinated debt owed to unconsolidated trusts 77,328 71,407 74,815 67,314

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EARNINGS PER COMMON SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding, which include DSUs that are vested but not delivered.

Diluted earnings per common share is computed using the treasury stock method and reflects the potential dilution that could occur if Busey’s outstanding stock options and warrants were exercised, stock units were vested, and ESPP shares were issued.

Earnings per common share have been computed as follows (dollars in thousands, except per share amounts) :

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding, which include DSUs that are vested but not delivered.

Net income available to common stockholders is net income less dividends that have been declared on Busey’s preferred stock (all of which is non-cumulative).

Diluted earnings per common share is computed using the treasury stock method and reflects the potential dilution that could occur if Busey’s outstanding stock options and SSARs were exercised, stock units were vested, and ESPP shares were issued.

Earnings per common share have been computed as follows:

Years Ended December 31,

2024 2023 2022

Net income $ 113,691 $ 122,565 $ 128,311

(dollars in thousands, except per share amounts) 2025 2024 2023

Net income available to common stockholders $ 125,386 $ 113,691 $ 122,565

Weighted average number of common shares outstanding, basic 84,007,614 56,610,032 55,432,322

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Diluted earnings per common share 1.47 1.98 2.18

Average shares that were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive are summarized in the table below for the periods presented:

Shares that were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive are summarized in the table below for the periods presented:

Years Ended December 31,

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes changes AOCI by component, net of tax (dollars in thousands) :

Unrealized Gains (Losses) on Debt Securities Available For Sale Unrecognized Gains (Losses) on Debt Securities Held to Maturity Unrealized Gains (Losses) on Cash Flow Hedges Total

The following table summarizes changes AOCI by component, net of tax:

(dollars in thousands) Unrealized Gains (Losses) on Debt Securities Available For Sale Unrecognized Gains (Losses) on Debt Securities Held to Maturity Unrealized Gains (Losses) on Cash Flow Hedges Total

Balance, December 31, 2022 $ ( 222,394 ) $ ( 29,899 ) $ ( 20,985 ) $ ( 273,278 )

Unrealized holding gains (losses), net 41,824 — ( 1,835 ) 39,989

Unrecognized losses on debt securities transferred to held to maturity from available for sale — ( 34,644 ) — ( 34,644 )

Amounts reclassified from AOCI, net 3,934 — 6,126 10,060

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Unrealized holding gains (losses), net 6,509 — ( 10,790 ) ( 4,281 )

Unrecognized losses on debt securities transferred to held to maturity from available for sale — — — —

Amounts reclassified from AOCI, net 4,447 — 7,679 12,126

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Unrealized holding gains (losses), net 55,863 — 5,919 61,782

Unrecognized losses on debt securities transferred to held to maturity from available for sale — — — —

Amounts reclassified from AOCI, net 11,124 — 6,270 17,394

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OPERATING SEGMENTS AND RELATED INFORMATION

Busey’s reportable segments are determined by its chief executive officer, Van A.

Dukeman, who is the designated chief operating decision maker.

Busey’s reportable segments are determined by its chief executive officer, who is the designated chief operating decision maker.

Busey is organized into three reportable operating segments:

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These operating segments are strategic business units that are separately managed, as they offer different products and services and have different marketing strategies.

To evaluate segment performance and make informed decisions regarding the allocation of capital and personnel to the segments, the chief operating decision maker reviews each segment’s actual revenues, consisting of net interest income plus noninterest income, and net income against budgeted revenues and net income on a monthly basis.

This process enables the Company to (1) determine the cost and availability of funds within each business segment, (2) assess the profitability of a specific business segment by aligning relevant costs with revenues, and (3) evaluate each business segment in a way that reflects its economic impact on consolidated earnings.

The Banking operating segment provides a full range of banking services to individual and corporate customers through First Busey Corporation’s wholly-owned bank subsidiary, Busey Bank, with 62 banking centers in Illinois;

Louis, Missouri, metropolitan area;

To evaluate segment performance and make informed decisions regarding the allocation of capital and personnel to the segments, the chief operating decision maker reviews each segment’s revenues, consisting of net interest income plus noninterest income, and net income, against budgeted revenues and net income on a monthly basis.

This process enables Busey to (1) determine the cost and availability of funds within each business segment, (2) assess the profitability of a specific business segment by aligning relevant costs with revenues, and (3) evaluate each business segment in a way that reflects its economic impact on consolidated earnings.

The Banking operating segment provides a full range of banking services to individual and corporate customers through First Busey Corporation’s wholly-owned bank subsidiary, Busey Bank.

Busey Bank has 79 banking centers located throughout Illinois;

Louis, Missouri MSA;

southwest Florida;

and Indianapolis, Indiana.

Indianapolis, Indiana;

the Dallas-Fort Worth MSA;

the Kansas City MSA;

Wichita, Kansas;

Oklahoma City and Tulsa, Oklahoma;

Phoenix and Tucson, Arizona;

Denver and Colorado Springs, Colorado;

and Clayton, New Mexico.

Banking services offered to individual customers include customary types of demand and savings deposits, money transfers, safe deposit services, individual retirement accounts and other fiduciary services, automated teller machines, and technology-based networks, as well as a variety of loan products including residential real estate, home equity lines of credit, and consumer loans.

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Services for foundations include investment strategy consulting and fiduciary services.

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The FirsTech operating segment provides comprehensive and innovative payment technology solutions through Busey Bank’s wholly-owned subsidiary, FirsTech.

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, but are not limited to, text-based mobile bill pay;

Payment method vehicles include text-based mobile bill pay;

interactive voice response;

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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.

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Segment Financial Information

The segment financial information provided below has been derived from information used by management to monitor and manage Busey’s financial performance.

The accounting policies of Busey’s operating segments are the same as those described in the summary of significant accounting policies in “ Note 1.

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” Busey accounts for intersegment revenue and transfers at current market prices.

Goodwill and total assets are detailed below by operating segment.

The “other” category included in the tables below consists of the parent company, First Busey Risk Management until its dissolution on December 18, 2023, and the elimination of intercompany transactions (dollars in thousands) :

Goodwill and total assets are summarized below by operating segment.

The “other” category included in the tables below consists of the parent company, First Busey Risk Management, Inc.

until its dissolution on December 18, 2023, and the elimination of intercompany transactions:

As of December 31, 2025

Banking Wealth Management FirsTech Other Total

(dollars in thousands) Banking Wealth Management FirsTech Other Total

Goodwill $ 360,180 $ 14,108 $ 8,992 $ — $ 383,280

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As of December 31, 2024

Banking Wealth Management FirsTech Other Total

(dollars in thousands) Banking Wealth Management FirsTech Other Total

Goodwill $ 310,595 $ 14,108 $ 8,992 $ — $ 333,695

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial results by operating segment, including significant expense categories provided to the chief operating decision maker, are detailed below (dollars in thousands) :

Financial results by operating segment, including significant expense categories provided to the chief operating decision maker, are summarized below:

Year Ended December 31, 2025

Banking Wealth Management FirsTech Other Total

(dollars in thousands) Banking Wealth Management FirsTech Other Total

Interest income $ 893,854 $ — $ — $ 6 $ 893,860

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Wealth management fees — 69,426 — — 69,426

Fees for customer services 30,933 — — — 30,933

Payment technology solutions — — 20,000 — 20,000

Treasury management services 17,322 — — — 17,322

Card services and ATM fees 18,048 — — — 18,048

Other service charges on deposit accounts 6,281 — — — 6,281

All other noninterest income 11,701 754 ( 11 ) 6,454 18,898

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Wealth management fees — 63,630 — — 63,630

Fees for customer services 29,044 — — — 29,044

Payment technology solutions — — 21,983 — 21,983

Treasury management services 8,377 — — — 8,377

Card services and ATM fees 13,424 — — — 13,424

Other service charges on deposit accounts 9,440 — — — 9,440

All other noninterest income 20,563 1,323 — 942 22,828

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Wealth management fees — 57,309 — — 57,309

Fees for customer services 33,111 — — — 33,111

Payment technology solutions — — 21,192 — 21,192

Treasury management services 7,435 — — — 7,435

Card services and ATM fees 12,305 — — — 12,305

Other service charges on deposit accounts 10,134 — — — 10,134

All other noninterest income 14,507 514 — ( 2,182 ) 12,839

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CONDENSED BALANCE SHEETS

(dollars in thousands)

As of December 31,

(dollars in thousands) 2025 2024

Cash and cash equivalents $ 126,764 $ 73,484

Debt securities — 987

Equity securities 14,761 10,295

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Liabilities and stockholders' equity

Short-term borrowings $ — $ 12,000

Long-term debt — 18,000

Subordinated notes, net of unamortized issuance costs $ 99,395 $ 227,723

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CONDENSED STATEMENTS OF INCOME

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Operating income

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Bank 12,762 38,625 53,487

Non-bank — — ( 609 )

Net income $ 135,262 $ 113,691 $ 122,565

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CONDENSED STATEMENTS OF CASH FLOWS

(dollars in thousands)

Years Ended December 31,

2024 2023 2022

(dollars in thousands) 2025 2024 2023

Cash flows provided by (used in) operating activities

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Sales (purchases) of equity securities, net — 995 —

Net cash paid for acquisitions ( 14,623 ) — —

Net cash received in (paid for) acquisitions 11,832 ( 14,623 ) —

Purchases of premises and equipment ( 1,201 ) ( 9 ) —

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Repayments of borrowings ( 129,000 ) ( 31,450 ) ( 12,000 )

Proceeds from issuance of debt — — 98,094

Proceeds from the exercise of stock options and warrants ( 452 ) ( 3 ) 9

Proceeds from issuance of treasury stock for the 2021 ESPP 1,845 — —

Purchase of treasury stock ( 69,859 ) — ( 4,482 )

Issuance of preferred stock, net of stock issuance costs 207,447 — —

Common stock issuance costs ( 920 ) ( 141 ) —

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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 8. Financial Statements and Supplementary Data