Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Contents of Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
91
CONSOLIDATED FINANCIAL STATEMENTS
94
CONSOLIDATED BALANCE SHEETS
94
CONSOLIDATED STATEMENTS OF INCOME
95
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
96
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
97
CONSOLIDATED STATEMENTS OF CASH FLOWS
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
102
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
102
NOTE 2. BUSINESS COMBINATIONS
120
NOTE 3. DEBT SECURITIES
125
NOTE 4. PORTFOLIO LOANS
131
NOTE 5. OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
141
NOTE 6. PREMISES AND EQUIPMENT
142
NOTE 7. LEASES
142
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
145
NOTE 9. DEPOSITS
147
NOTE 10. BORROWINGS
147
NOTE 11. JUNIOR SUBORDINATED DEBT OWED TO UNCONSOLIDATED TRUSTS
149
NOTE 12. REGULATORY CAPITAL
150
NOTE 13. INCOME TAXES
153
NOTE 14. TAX CREDIT INVESTMENTS AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES
155
NOTE 15. EMPLOYEE BENEFIT PLANS
156
NOTE 16. STOCK-BASED COMPENSATION
157
NOTE 17. TRANSACTIONS WITH RELATED PARTIES
164
NOTE 18. OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES
165
NOTE 19. DERIVATIVE FINANCIAL INSTRUMENTS
166
NOTE 20. FAIR VALUE MEASUREMENTS
172
NOTE 21. EARNINGS PER COMMON SHARE
178
NOTE 22. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
179
NOTE 23. OPERATING SEGMENTS AND RELATED INFORMATION
180
NOTE 24. PARENT COMPANY ONLY FINANCIAL INFORMATION
185
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Contents of Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of First Busey Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First Busey Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 26, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Contents of Item 8. Financial Statements and Supplementary Data
Allowance for Credit Losses on Loans ‑ Adjustments to Historical Loss Factors
As described in Note 1 to the financial statements, the allowance for credit losses is measured on a collective (pool) loan basis when similar risk characteristics exist. On a case by case basis, a loan may be evaluated on an individual basis based on disparate risk characteristics. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amortized cost basis. Adjustments to historical loss information are made for differences in current loan specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions such as changes in unemployment rates, property values, and other relevant factors. The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information. As described in Note 4 to the financial statements, Management estimates the allowance for credit losses balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The allowance for credit losses consists of three components: (1) specific allocations/individual reserves; (2) quantitative reserves; and (3) qualitative reserves.
We identified the adjustments to historical loss factors, including the forecasting and qualitative reserves components of the allowance for credit losses on pooled loans, as a critical audit matter, as auditing the underlying support and adjustments required significant auditor judgment as amounts determined or utilized by management rely on analysis that is highly subjective and includes significant estimation uncertainty.
Our audit procedures related to the adjustments to historical loss factors within the allowance for credit losses on pooled loans include the following, among others:
• We obtained an understanding of the relevant controls related to the allowance for credit losses on pooled loans and tested such controls for design and operating effectiveness, including those over approval of key data inputs including forecasted economic scenarios, loss drivers and qualitative factors (such as economic and business conditions) including validation of underlying data, qualitative reserve component in the calculation of the allowance for credit losses and tested such controls for design and operating effectiveness.
• We tested the completeness and accuracy of data used by management in determining the inputs to the forecasted economic scenarios and qualitative reserve component including testing the supporting data for agreement to internal or external source data.
• We tested management’s forecasts of future economic loss drivers, which include national unemployment, change in national gross domestic product, and change in National Housing Price Index, by comparing these forecasts to external and internal information sources.
• We tested management’s conclusions regarding the appropriateness of the qualitative reserve component, including magnitude and directional consistency of changes in the level of adjustments to historical loss information between periods and evaluating whether management’s conclusions were reasonable and consistent with Company provided internal data and external independent data, including data related to current and forecasted periods, to historical loss factors included in the allowance for credit losses calculation.
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Contents of Item 8. Financial Statements and Supplementary Data
Business Combination ‑ Fair Value of Acquired Loans
As described in Notes 1 and 2 to the consolidated financial statements, on March 1, 2025, the Company completed its acquisition of CrossFirst Bankshares. The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Subsequent to the acquisition, fair value adjustments of $1.9 million have been recorded, as additional information and valuations became available. As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $49.5 million was recorded as a result of the acquisition. Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered purchase credit deteriorated (PCD) as of the acquisition date. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non‑PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion. The fair value of PCD loans at acquisition was $1.33 billion compared to a contractual value of $1.54 billion.
We identified the fair value of acquired PCD and non-PCD loans as a critical audit matter, because of the judgments necessary to determine the fair value of the loan portfolio acquired, the high degree of auditor judgment involved and the extensive audit effort involved in testing management estimates and assumptions related to classification and valuation methodology of PCD loans and discount rates on non-PCD loans.
Our audit procedures related to the valuation of the acquired loan portfolio included the following, among others:
• We obtained an understanding of the relevant controls related to the business combination, including the valuation of the acquired loan portfolio and management’s development of significant assumptions, and tested such controls for design and operating effectiveness.
• We obtained the valuation report prepared by a third party engaged by management, and gained an understanding of the valuation methodology applied to PCD and non‑PCD loans, as well as key inputs and assumptions.
• We tested the completeness and accuracy of data inputs provided by management and utilized in the calculation performed by the third‑party specialist.
• We utilized internal valuation specialists to assist in evaluating the discount rate on non‑PCD loans.
• We evaluated the appropriateness of management’s classification of PCD loans, and tested the propriety of the fair value credit marks associated with these loans.
/s/ RSM US LLP
We or our predecessor firms have served as the Company’s auditor since at least 1980; however, an earlier year could not be established.
Des Moines, Iowa
February 26, 2026
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
As of December 31,
(dollars in thousands, except per share amounts) 2025 2024
Assets
Cash and cash equivalents:
Cash and due from banks $ 181,041 $ 129,444
Interest-bearing deposits 113,011 568,215
Total cash and cash equivalents 294,052 697,659
Debt securities available for sale 2,162,548 1,810,221
Debt securities held to maturity 746,385 826,630
Equity securities 14,916 15,862
Loans held for sale 5,752 3,657
Portfolio loans (net of ACL of $ 174,023 at December 31, 2025, and $ 83,404 at December 31, 2024)
13,393,776 7,613,683
Restricted bank stock 77,006 49,930
Premises and equipment, net 193,444 118,820
Goodwill 383,280 333,695
Other intangible assets, net 97,449 32,280
Cash surrender value of bank owned life insurance 260,402 185,087
Other assets 475,726 359,198
Total assets $ 18,104,736 $ 12,046,722
Liabilities and stockholders’ equity
Liabilities
Deposits:
Noninterest-bearing $ 3,659,421 $ 2,719,907
Interest-bearing 11,246,537 7,262,583
Total deposits 14,905,958 9,982,490
Securities sold under agreements to repurchase 166,929 155,610
Long-term borrowings 113,806 —
Subordinated notes, net of unamortized issuance costs 99,395 227,723
Junior subordinated debt owed to unconsolidated trusts 77,328 74,815
Other liabilities 272,338 222,815
Total liabilities 15,635,754 10,663,453
Outstanding commitments and contingent liabilities (see Notes 7 and 18 )
Stockholders’ equity
Preferred stock, $ 0.001 par value, liquidation preference $ 222,750 at December 31, 2025 and zero at December 31, 2024
— —
Common stock, $ 0.001 par value
93 60
Additional paid-in capital 2,375,511 1,360,530
Retained earnings 336,707 294,054
AOCI ( 124,473 ) ( 207,039 )
Total stockholders’ equity before treasury stock 2,587,838 1,447,605
Treasury stock at cost ( 118,856 ) ( 64,336 )
Total stockholders’ equity 2,468,982 1,383,269
Total liabilities and stockholders’ equity $ 18,104,736 $ 12,046,722
Shares
Preferred shares issued and outstanding ( 1,000,000 shares authorized)
222,750 —
Common shares ( 200,000,000 authorized at December 31, 2025 and 100,000,000 authorized at December 31, 2024):
Issued 92,694,541 59,546,273
Less: Treasury 5,070,111 2,650,292
Outstanding 87,624,430 56,895,981
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
(dollars in thousands, except per share amounts) 2025 2024 2023
Interest income
Interest and fees on loans $ 776,433 $ 426,422 $ 385,848
Taxable interest income 84,212 72,794 80,316
Non-taxable interest income 5,626 1,176 2,678
Dividend income on bank stock 2,956 848 1,170
Other interest income 24,633 22,441 10,531
Total interest income 893,860 523,681 480,543
Interest expense
Deposits 302,989 178,463 123,985
Federal funds purchased and securities sold under agreements to repurchase 3,708 4,308 5,203
Short-term borrowings 621 701 12,775
Long-term borrowings 2,841 300 1,700
Subordinated notes 8,602 12,650 12,406
Junior subordinated debt owed to unconsolidated trusts 5,490 4,648 3,853
Total interest expense 324,251 201,070 159,922
Net interest income 569,609 322,611 320,621
Provision for credit losses 52,743 7,495 2,860
Net interest income after provision for credit losses 516,866 315,116 317,761
Noninterest income
Wealth management fees 69,426 63,630 57,309
Payment technology solutions 20,000 21,983 21,192
Treasury management services 17,322 8,377 7,435
Card services and ATM fees 18,048 13,424 12,305
Other service charges on deposit accounts 6,281 9,440 10,134
Mortgage revenue 2,565 2,075 1,089
Income on bank owned life insurance 6,597 5,130 4,701
Realized net gains (losses) on the sale of mortgage servicing rights — 7,724 —
Realized net gains (losses) on securities ( 15,242 ) ( 7,033 ) ( 28 )
Unrealized net gains (losses) recognized on equity securities 4,516 931 ( 2,171 )
Other noninterest income 20,462 14,001 9,248
Total noninterest income 149,975 139,682 121,214
Noninterest expense
Salaries, wages, and employee benefits 289,063 175,619 162,597
Data processing 43,181 27,124 23,708
Net occupancy expense of premises 29,490 18,737 18,214
Furniture and equipment expenses 8,496 6,805 6,759
Professional fees 18,807 12,804 7,147
Amortization of intangible assets 16,614 10,057 10,432
Interchange expense 5,194 6,001 6,864
FDIC insurance 10,397 5,603 5,650
Other noninterest expense 58,959 38,744 43,700
Total noninterest expense 480,201 301,494 285,071
Income before income taxes 186,640 153,304 153,904
Income taxes 51,378 39,613 31,339
Net income 135,262 113,691 122,565
Dividends on preferred stock 9,876 — —
Net income available to common stockholders $ 125,386 $ 113,691 $ 122,565
Weighted average number of common shares outstanding
Basic 84,007,614 56,610,032 55,432,322
Diluted 85,133,626 57,543,001 56,256,148
Basic earnings per common share $ 1.49 $ 2.01 $ 2.21
Diluted earnings per common share 1.47 1.98 2.18
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net income $ 135,262 $ 113,691 $ 122,565
OCI:
Unrealized/Unrecognized gains (losses) on debt securities:
Net unrealized holding gains (losses) on debt securities available for sale 76,192 10,295 58,498
Reclassification adjustment for realized (gains) losses on debt securities available for sale included in net income 15,242 7,033 5,503
Amortization of unrecognized losses on securities transferred to held to maturity 4,981 5,481 6,189
Tax effect ( 26,038 ) ( 7,934 ) ( 20,006 )
Net change in unrealized/unrecognized gains (losses) on debt securities 70,377 14,875 50,184
Unrealized gains (losses) on cash flow hedges:
Net unrealized holding gains (losses) on cash flow hedges 7,780 ( 13,055 ) ( 2,567 )
Reclassification adjustment for realized (gains) losses on cash flow hedges included in net income 8,432 9,291 8,569
Tax effect ( 4,023 ) 653 ( 1,711 )
Net change in unrealized gains (losses) on cash flow hedges 12,189 ( 3,111 ) 4,291
OCI 82,566 11,764 54,475
Total comprehensive income $ 217,828 $ 125,455 $ 177,040
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Number of Shares Stock
(dollars in thousands) Preferred Common Preferred Common Additional
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2024 — 56,895,981 $ — $ 60 $ 1,360,530 $ 294,054 $ ( 207,039 ) $ ( 64,336 ) $ 1,383,269
Net income — — — — — 135,262 — — 135,262
OCI, net of tax — — — — — — 82,566 — 82,566
Stock issued in acquisition, net of stock issuance costs 7,750 33,148,268 — 33 808,022 — — — 808,055
Issuance of preferred stock, net of issuance costs
215,000 — — — 207,447 — — — 207,447
Repurchase of stock — ( 3,063,100 ) — — — — — ( 69,859 ) ( 69,859 )
Issuance of treasury stock for ESPP — 97,590 — — ( 488 ) — — 2,333 1,845
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 514,785 — — ( 17,566 ) — — 12,284 ( 5,282 )
Net issuance of treasury stock for SSARs exercised and related tax
— 30,906 — — ( 1,174 ) — — 722 ( 452 )
Cash dividends on preferred stock
— — — — — ( 9,876 ) — — ( 9,876 )
Cash dividends common stock at $ 1.00 per share
— — — — — ( 81,113 ) — — ( 81,113 )
Dividend equivalents on RSUs/PSUs/DSUs — — — — 1,620 ( 1,620 ) — — —
Stock-based compensation — — — — 17,120 — — — 17,120
Balance, December 31, 2025 222,750 87,624,430 $ — $ 93 $ 2,375,511 $ 336,707 $ ( 124,473 ) $ ( 118,856 ) $ 2,468,982
(continued)
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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
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2023 — 55,244,119 $ — $ 58 $ 1,323,595 $ 237,197 $ ( 218,803 ) $ ( 70,066 ) $ 1,271,981
Cumulative effect of change in accounting principal (ASU 2023-02) — — — — — ( 1,391 ) — — ( 1,391 )
Net income — — — — — 113,691 — — 113,691
OCI, net of tax — — — — — — 11,764 — 11,764
Stock issued in acquisition, net of stock issuance costs — 1,429,304 — 2 34,232 — — — 34,234
Issuance of treasury stock for ESPP — 58,843 — — ( 325 ) — — 1,515 1,190
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 163,387 — — ( 5,961 ) — — 4,207 ( 1,754 )
Net issuance of treasury stock for warrants exercised — 328 — — ( 11 ) — — 8 ( 3 )
Cash dividends common stock at $ 0.96 per share
— — — — — ( 54,169 ) — — ( 54,169 )
Stock dividend equivalents on RSUs/PSUs/DSUs — — — — 1,274 ( 1,274 ) — — —
Stock-based compensation — — — — 7,726 — — — 7,726
Balance, December 31, 2024 — 56,895,981 $ — $ 60 $ 1,360,530 $ 294,054 $ ( 207,039 ) $ ( 64,336 ) $ 1,383,269
(continued)
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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
Paid-in
Capital Retained Earnings AOCI Treasury Stock Total
Stockholders'
Equity
Balance, December 31, 2022 — 55,279,124 $ — $ 58 $ 1,320,980 $ 168,769 $ ( 273,278 ) $ ( 70,552 ) $ 1,145,977
Net income — — — — — 122,565 — — 122,565
OCI, net of tax — — — — — — 54,475 — 54,475
Repurchase of stock — ( 227,935 ) — — — — — ( 4,482 ) ( 4,482 )
Issuance of treasury stock for ESPP — 59,845 — — ( 530 ) — — 1,541 1,011
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax — 132,091 — — ( 4,494 ) — — 3,401 ( 1,093 )
Net issuance of treasury stock for warrants exercised — 994 — — ( 17 ) — — 26 9
Cash dividends common stock at $ 0.96 per share
— — — — — ( 53,076 ) — — ( 53,076 )
Stock dividend equivalents on RSUs/PSUs/DSUs — — — — 1,061 ( 1,061 ) — — —
Stock-based compensation — — — — 6,595 — — — 6,595
Balance, December 31, 2023 — 55,244,119 $ — $ 58 $ 1,323,595 $ 237,197 $ ( 218,803 ) $ ( 70,066 ) $ 1,271,981
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash flows provided by (used in) operating activities
Net income $ 135,262 $ 113,691 $ 122,565
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses 52,743 7,495 2,860
Amortization of intangible assets 16,614 10,057 10,432
Amortization of mortgage servicing rights 663 997 2,785
Amortization of New Markets Tax Credit — — 8,999
Depreciation and amortization of premises and equipment 12,926 9,503 9,488
Net amortization (accretion) on portfolio loans ( 17,221 ) 4,372 6,971
Net amortization (accretion) of premium (discount) on investment securities 1,457 8,857 14,406
Net amortization (accretion) of premium (discount) on time deposits ( 1,710 ) 101 ( 270 )
Net amortization (accretion) of premium (discount) on FHLB advances and other borrowings 1,938 1,158 1,027
Impairment of OREO and other repossessed assets 422 — 100
Impairment of fixed assets held for sale 286 637 —
Impairment of mortgage servicing rights 154 — 1
Impairment of leases 28 — —
Unrealized (gains) losses recognized on equity securities, net ( 4,516 ) ( 931 ) 2,171
(Gain) loss on sales of equity securities, net — — ( 5,475 )
(Gain) loss on sales of debt securities, net 15,242 7,033 5,503
(Gain) loss on sales of mortgage servicing rights — ( 7,724 ) —
(Gain) loss on sales of loans, net ( 1,680 ) ( 1,761 ) ( 733 )
(Gain) loss on sales of OREO and other repossessed assets ( 302 ) ( 585 ) ( 46 )
(Gain) loss on sales of premises and equipment ( 2 ) ( 138 ) ( 450 )
(Gain) loss on life insurance proceeds ( 508 ) ( 895 ) ( 759 )
Increase in cash surrender value of bank owned life insurance ( 6,089 ) ( 4,235 ) ( 3,942 )
Provision for deferred income taxes 8,074 1,384 ( 2,920 )
Stock-based compensation 17,120 7,726 6,595
Proceeds from the sale of mortgage servicing rights — 9,796 —
Mortgage loans originated for sale ( 106,092 ) ( 104,176 ) ( 35,413 )
Proceeds from sales of mortgage loans 105,280 104,670 35,018
(Increase) decrease in other assets ( 10,319 ) 19,752 ( 17,888 )
Increase (decrease) in other liabilities ( 27,199 ) ( 8,517 ) 12,365
Net cash provided by operating activities $ 192,571 $ 178,267 $ 173,390
(continued)
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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
Purchases of equity securities $ ( 919 ) $ ( 30,422 ) $ ( 6,617 )
Purchases of debt securities available for sale ( 546,278 ) ( 182,603 ) ( 10,436 )
Proceeds from sales of equity securities 6,487 25,303 11,644
Proceeds from sales of debt securities available for sale 531,795 101,361 105,044
Proceeds from paydowns and maturities of debt securities held to maturity 82,643 48,822 48,927
Proceeds from paydowns and maturities of debt securities available for sale 464,828 370,774 326,252
Purchases of restricted bank stock ( 35,278 ) ( 43,954 ) ( 30,957 )
Proceeds from the redemption of restricted bank stock 11,905 884 43,926
Purchases of loans ( 116,761 ) ( 14,602 ) —
Net decrease in loans 305,623 364,455 65,240
Net cash received in acquisitions (see Note 2 )
385,804 18,377 —
Cash paid for premiums on bank-owned life insurance ( 46 ) ( 74 ) ( 80 )
Proceeds from life insurance 4,485 3,092 2,292
Purchases of premises and equipment ( 19,618 ) ( 6,430 ) ( 9,533 )
Proceeds from disposition of premises and equipment 936 2,247 4,425
Net proceeds from OREO and other repossessed assets 21,958 673 860
Net cash provided by investing activities $ 1,097,564 $ 657,903 $ 550,987
Cash flows provided by (used in) financing activities
Net increase (decrease) in deposits $ ( 1,646,521 ) $ ( 701,605 ) $ 220,146
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 11,319 ( 32,969 ) ( 42,410 )
Proceeds from short-term borrowings 60,000
Repayment of short-term borrowings ( 71,158 ) ( 36,000 ) ( 335,000 )
Proceeds from other borrowings, net of debt issuance costs 40,000 — —
Repayment of other borrowings ( 129,172 ) ( 31,450 ) ( 16,054 )
Cash dividends paid ( 90,989 ) ( 54,169 ) ( 53,076 )
Purchase of treasury stock ( 69,859 ) — ( 4,482 )
Cash paid for withholding taxes on stock-based payments ( 5,282 ) ( 1,755 ) ( 1,093 )
Proceeds from (cash paid for) the exercise of stock options, warrants, and SSARs ( 452 ) ( 3 ) 9
Issuance of treasury stock for the ESPP 1,845 — —
Issuance of preferred stock, net of stock issuance costs 207,447 — —
Common stock issuance costs ( 920 ) ( 141 ) —
Net cash used in financing activities $ ( 1,693,742 ) $ ( 858,092 ) $ ( 231,960 )
Net increase (decrease) in cash and cash equivalents $ ( 403,607 ) $ ( 21,922 ) $ 492,417
Cash and cash equivalents, beginning of period 697,659 719,581 227,164
Cash and cash equivalents, ending of period $ 294,052 $ 697,659 $ 719,581
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 320,008 $ 208,359 $ 135,482
Non-cash investing and financing activities:
OREO and other repossessed assets acquired in settlement of loans $ 22,772 $ 26 $ 189
Transfer of loans held for sale to portfolio loans 359 — —
See accompanying Notes to Consolidated Financial Statements .
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
First Busey Corporation is a financial holding company organized under the laws of Nevada. First Busey Corporation’s subsidiaries provide retail and commercial banking services and payment technology solutions, and offer a full range of financial products and services including depository, lending, security brokerage, investment management, and fiduciary services, to individual, corporate, institutional, and governmental customers through their locations in Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico. First Busey Corporation and its subsidiaries are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies.
Busey’s accounting and reporting policies conform to GAAP. The Consolidated Financial Statements include the accounts of First Busey Corporation and its subsidiaries, which include Deed of Trust Services Corporation, and Busey Bank, including Busey Bank’s wholly-owned subsidiaries Busey Capital Management, Inc., CrossFirst Investments, Inc., FirsTech, Inc., and Pulaski Service Corporation. Further, until its dissolution on December 18, 2023, First Busey Risk Management, Inc. was a subsidiary of First Busey Corporation and included in Busey’s Consolidated Financial Statements . Operating results generated from acquired businesses are included with Busey’s results of operations starting from each date of acquisition. First Busey Corporation and its subsidiaries maintain various limited liability companies that hold specific assets for risk mitigation purposes and are consolidated into Busey’s Consolidated Financial Statements . Intercompany balances and transactions have been eliminated in consolidation.
Because Busey is not the primary beneficiary, the Consolidated Financial Statements exclude the following wholly-owned variable interest entities: CrossFirst Holdings Statutory Trust I, First Busey Statutory Trust II, First Busey Statutory Trust III, First Busey Statutory Trust IV, Merchants and Manufacturers Bank Statutory Trust I, Pulaski Financial Statutory Trust I, and Pulaski Financial Statutory Trust II.
Use of Estimates
In preparing the accompanying Consolidated Financial Statements in conformity with GAAP, Busey’s management is required to make estimates and assumptions that affect the amounts reported on the Consolidated Financial Statements and the disclosures provided. Actual results could differ from those estimates. Material estimates which are particularly susceptible to significant change in the near-term relate to the fair value of assets acquired and liabilities assumed in business combinations, goodwill, income taxes, and the determination of the ACL.
Trust Assets
Assets held for customers in a fiduciary or agency capacity, other than trust cash on deposit at Busey Bank, are not Busey’s assets and, accordingly, are not included in the accompanying Consolidated Financial Statements . Busey had assets under care of $ 15.66 billion at December 31, 2025, and $ 13.83 billion at December 31, 2024.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, and interest-bearing deposits held with other financial institutions. The carrying amount of these instruments is considered a reasonable estimate of fair value.
Busey maintains its cash in deposit accounts, the balance of which, at times, may exceed federally insured limits. Busey has not experienced any losses in such accounts. Management believes Busey is not exposed to any significant credit risk on cash and cash equivalents.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restrictions on Cash and Cash Equivalents
At December 31, 2025, cash and cash equivalents included $ 13.6 million contractually restricted by a third-party service provider, $ 14.4 million pledged to secure obligations under derivative contracts, and $ 68.1 million of reserved cash subject to call by the Federal Reserve Bank, as a member of the Federal Reserve System.
Business Combinations
Business combinations are accounted for under ASC Topic 805 “Business Combinations” using the acquisition method of accounting. The acquisition method of accounting requires that the assets acquired and the liabilities assumed are recognized, measured at their estimated fair values, as of the date Busey obtains control of the acquiree (the acquisition date). To estimate fair values of assets acquired and liabilities assumed, Busey may utilize third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. Further, management assumptions require consideration of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors.
Operating results generated from acquired businesses are included with Busey’s results of operations starting from each acquisition date. Acquisition related costs are costs that Busey incurs to effect a business combination, and may include legal, accounting, valuation, other professional or consulting fees, system conversions, and marketing costs. Busey accounts for acquisition related costs by recording them as expenses in the periods in which the costs are incurred and the services are received. Costs that Busey expects, but is not obligated to incur in the future, to effect its plan to exit an activity of an acquiree or to terminate the employment of an acquiree’s employees are not liabilities at the acquisition date. Instead, Busey recognizes these costs in its post-combination Consolidated Financial Statements in accordance with other applicable accounting guidance.
For additional information relating to Busey’s business combination activities, see “ Note 2. Business Combinations .”
Investment Securities
Debt Securities Available for Sale
Debt securities classified as available for sale are those debt securities that Busey intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on factors including significant movements in interest rates, changes in the maturity mix of Busey's assets and liabilities, liquidity needs, changes in investment strategy or outlook, regulatory capital considerations, and other similar factors. Debt securities available for sale are carried at fair value, with unrealized gains and losses reported in OCI, net of taxes.
Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. The amortization period for certain callable debt securities held at a premium are amortized to the earliest call date, while discounts on debt securities are amortized to maturity. Gains and losses on the sale of debt securities available for sale are recorded on the trade date and are determined using the specific identification method.
Debt securities available for sale are not within the scope of the current expected credit losses methodology, however, the accounting for credit losses on these securities is affected by ASC Subtopic 326-30 “Financial Instruments-Credit Losses—Available-for-Sale Debt Securities.” A debt security available for sale is impaired if the fair value of the security declines below its amortized cost basis. To determine the appropriate accounting, Busey must first determine if it intends to sell the security or if it is more likely than not that it will be required to sell the security before the fair value increases to at least the amortized cost basis. If either of those selling events is expected, Busey will write down the amortized cost basis of the security to its fair value. This is achieved by writing off any previously recorded allowance, if applicable, and recognizing any incremental impairment through earnings. If Busey neither intends to sell the security nor believes it is more likely than not that the Company will be required to sell the security before the fair value recovers to the amortized cost basis, Busey must determine whether any of the decline in fair value has resulted from a credit loss, or if it is entirely the result of noncredit factors.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Busey considers the following factors in assessing whether the decline is due to a credit loss:
• Extent to which the fair value is less than the amortized cost basis;
• Adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors);
• Payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;
• Failure of the issuer of the security to make scheduled interest or principal payments; and
• Any changes to the rating of the security by a rating agency.
Impairment related to a credit loss must be measured using the discounted cash flow method. Credit loss recognition is limited to the fair value of the security. Impairment is recognized by establishing an allowance for the debt security through the provision for credit losses. Impairment related to noncredit factors is recognized in AOCI, net of applicable taxes. Busey did not recognize any credit impairment on debt securities available for sale in 2025, 2024, or 2023.
Debt Securities Held to Maturity
Debt securities classified as held to maturity are those debt securities that Busey has the intent and ability to hold to maturity and are carried at amortized cost. In 2022, Busey elected to transfer a portion of the agency mortgage-backed securities portfolio from available for sale to held to maturity. While held to maturity securities are within the scope of CECL, the standard allows for an assumption of zero credit losses when the expectation of non-payment is zero. The risk of credit loss related to mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises is considered zero, therefore requiring no allowance to be recorded.
Accrued interest receivable for both debt securities available for sale and debt securities held to maturity totaled $ 12.5 million at December 31, 2025, and is excluded from the estimate of credit losses. Accrued interest receivable is reported in other assets on the Consolidated Balance Sheets .
For additional information relating to Busey’s debt securities available for sale and debt securities held to maturity, see “ Note 3. Debt Securities .”
Equity Securities
Equity securities are carried at fair value with changes in fair value recognized in earnings.
Loans Held for Sale
Loans held for sale include mortgage loans which Busey intends to sell to investors and/or the secondary mortgage market.
Busey accounts for loans held for sale at LOCOM. Loans held for sale are carried at amortized historical cost less loan write-offs and downward fair value adjustments, as may be applicable. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains and losses on sales of loans are recognized at settlement dates and are determined by the difference between the sales proceeds and the carrying amount, net of the value of any servicing assets for loans that were sold with servicing rights retained.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Servicing
Servicing assets are recognized when servicing rights are acquired or retained through the sale of mortgage and government-guaranteed commercial loans. The unpaid principal balances of loans serviced by Busey for the benefit of others totaled $ 667.9 million as of December 31, 2025, and $ 582.5 million as of December 31, 2024, and are not included in the accompanying Consolidated Balance Sheets . During the first quarter of 2024, Busey sold the mortgage servicing rights on approximately $ 923.5 million of one- to four-family mortgage loans for an estimated pre-tax gain of $ 7.5 million, which enabled Busey to sell available-for-sale debt securities with a book value of approximately $ 108.2 million for a pre-tax loss of $ 6.8 million.
Servicing rights are initially recorded at estimated fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing income. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. The amortization of mortgage servicing rights is included in mortgage revenue. The amortization of government-guaranteed commercial loan servicing rights is included in other income.
Servicing rights are periodically evaluated for impairment based on the fair value of those rights as compared to the carrying amount. Fair values are estimated using discounted cash flows based on expected prepayment rates and other inputs. For purposes of measuring impairment, servicing rights are stratified by one or more predominant characteristics of the underlying loans. A valuation allowance is recognized in the amount by which the amortized cost of the rights for each stratum exceeds its fair value, if any. If Busey later determines that all or a portion of the impairment no longer exists for a particular group of loans, a reversal of the allowance may be recorded in current period earnings. Busey had $ 0.2 million of impairment recorded at December 31, 2025, and an immaterial amount at December 31, 2024.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.
Portfolio Loans
Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, are reported at the principal balance outstanding, net of purchase premiums and discounts, deferred origination fees and costs, charge-offs, and the ACL.
Loan origination fees, net of certain direct loan origination costs, are deferred and the net amount is amortized as an adjustment of the related loan’s yield. Busey amortizes the net amount over the contractual life of the related loan.
Syndication fees are earned when Busey is the lead agent in structuring, arranging, and administering a syndicated loan. These fees are recognized as other noninterest income when the syndication is complete, except when a portion of the loan is retained, in which case Busey’s loan policies would apply.
Interest income is accrued daily on outstanding loan balances. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Past due status is based on the contractual terms of the loan.
Interest accrued but not collected for loans that are charged-off or placed on non-accrual status is reversed against interest income. The interest on non-accrual loans is accounted for on the cost-recovery method, until returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
For additional information relating to Busey’s portfolio loans, see “ Note 4. Portfolio Loans .”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Modifications
Busey’s loan portfolio includes certain loans that have been modified in accordance with loan refinancing and restructuring guidance in ASC Subtopic 310-20-35-9 through 35-11 “Receivables—Nonrefundable Fees and Other Costs—Subsequent Measurement—Loan Refinancing or Restructuring” for borrowers experiencing financial difficulty. For additional information about loan modifications for borrowers experiencing financial difficulty, see “ Note 4. Portfolio Loans .”
Allowance for Credit Losses
The ACL is a significant estimate on Busey’s Consolidated Financial Statements , affecting both earnings and capital. The ACL is a valuation account that is deducted from the portfolio loans’ amortized cost bases to present the net amount expected to be collected on the portfolio loans. A portfolio loan balance is charged-off against the ACL when management believes that balance is uncollectible. Recoveries will be recognized up to the aggregate amount of previously charged-off balances. The ACL is established through the provision for credit loss charged to income.
A loan’s amortized cost basis is comprised of the unpaid principal balance of the loan net of charge-offs, accrued interest receivable, purchase premiums or discounts, and net deferred origination fees or costs. Busey has estimated its allowance on the amortized cost basis of the loans, exclusive of government guaranteed loans and accrued interest receivable. As permitted under the practical expedient provided within ASC 326-20-35-6, Busey did not record an ACL for its Life Equity Loan ® portfolio due to no expected credit loss at default. Busey writes off uncollectible accrued interest receivable in a timely manner and has elected to not measure an allowance for accrued interest receivable. Busey presents the aggregate amount of accrued interest receivable for all financial instruments in other assets on the Consolidated Balance Sheets and the balance of accrued interest receivable is disclosed in “ Note 20. Fair Value Measurements. ”
Busey’s methodology influences, and is influenced by, Busey’s overall credit risk management processes. The ACL is managed in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. The ACL must be determined on a collective (pool) basis when similar risk characteristics exist. On a case-by-case basis, Busey may conclude that a loan should be evaluated on an individual basis based on disparate risk characteristics.
The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amortized cost basis. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions such as changes in unemployment rates, property values, and other relevant factors. The calculation also contemplates that Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information. Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate.
Factors that influence Busey’s calculation of its ACL include changes in economic conditions and forecasts, originated and acquired loan portfolio composition, prepayment speeds, credit performance trends, portfolio duration, and other factors.
For additional information relating to Busey’s ACL, see “ Note 4. Portfolio Loans .”
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets Purchased with Credit Deterioration
Acquired loans are separated into two categories based on the credit risk characteristics of the underlying borrowers: (1) PCD, for loans which have experienced more than insignificant credit deterioration since origination, or (2) all other loans.
For PCD loans, an ACL is determined at the date of acquisition using the same methodology as other loans held for investment. This initial ACL, when determined on a collective basis, is allocated to the individual loans, and the sum of each loan’s purchase price and ACL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. The ACL on PCD loans is recorded in the acquisition accounting and no provision for credit losses is recognized at the acquisition date. Subsequent changes to the ACL are recorded as a charge to the provision for credit losses.
For all other loans, an ACL is established immediately after the acquisition through a charge to the provision for credit losses.
For additional information relating to Busey’s PCD assets, see “ Note 2. Business Combinations ” and “ Note 4. Portfolio Loans .”
Other Real Estate Owned and Other Repossessed Assets
OREO and other repossessed assets represent properties and other assets acquired through foreclosure or other proceedings in settlement of loans. OREO and other repossessed assets are recorded at the fair value of the property or asset, less estimated costs of disposal, which establishes a new cost basis. Any adjustment to fair value at the time of transfer to OREO or other repossessed assets is charged to the ACL. OREO property and other repossessed assets are evaluated regularly to ensure the recorded amount is supported by its current fair value; write downs or valuation allowances to reduce the carrying amount to fair value less estimated costs to dispose are recorded, as necessary. OREO and other repossessed assets are included in other assets on the Consolidated Balance Sheets . Revenue, expense, gains, and losses from the operations of foreclosed assets are included in earnings.
For additional information relating to Busey’s OREO and other repossessed assets, see “ Note 5. Other Real Estate Owned and Other Repossessed Assets .”
Long-Lived Assets
Long-lived assets, including premises and equipment, right of use assets, and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows from operations of the asset are less than the carrying value of the asset. Cash flows used for this analysis are those directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset. Any impairment loss is measured as the amount by which the carrying value of the asset class exceeds its fair value.
Premises and Equipment
Land is carried at cost less accumulated depreciation of depreciable land improvements. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets. The estimated useful lives for premises and equipment are:
Asset Description Estimated Useful Life
Buildings and improvements 3 — 40 years
Furniture and equipment 3 — 10 years
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Premises and equipment are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
Bank property held for sale, included in premises and equipment, represents certain banking center office buildings which Busey had closed and consolidated with other existing banking centers. Bank property held for sale is measured at the lower of amortized cost or estimated fair value less estimated costs to sell, and depreciation has been stopped.
For additional information relating to Busey’s premises and equipment, see “ Note 6. Premises and Equipment .”
Leases
A determination is made at inception if an arrangement contains a lease. For arrangements containing leases, Busey classifies the lease as either operating, finance, or short-term. Busey recognizes operating and finance leases as right of use assets and corresponding lease liabilities. Right of use assets are recognized on the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using the rate implicit in the lease or Busey’s incremental borrowing rate.
ASC Topic 842 “Leases” requires the use of the rate implicit in the lease whenever this rate is readily determinable. If not readily determinable, Busey uses its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to Busey’s adoption of ASC Topic 842 on January 1, 2019, Busey used a borrowing rate that corresponded to the lease term remaining as of the date of adoption of ASC Topic 842.
Busey’s lease agreements often include one or more options to renew at Busey’s discretion. When Busey considers the exercise of a renewal option to be reasonably certain, contractual fixed lease payments for the renewal term are included in the calculation of the right of use asset and lease liability.
Right of use assets are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
Operating Leases
Right of use assets for operating leases are included in other assets on the Consolidated Balance Sheets . Lease liabilities for operating leases are included in other liabilities on the Consolidated Balance Sheets .
Lease costs for operating leases are recognized on a straight-line basis over the lease term. Lease costs are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income . Variable lease payments are expensed as incurred.
Finance Leases
Right of use assets for finance leases and the related accumulated amortization are included in premises and equipment, net, on the Consolidated Balance Sheets . Lease liabilities for finance leases are included in long-term borrowings on the Consolidated Balance Sheets . Repayments of the principal portion of finance lease liabilities are reflected as financing activities on the Consolidated Statements of Cash Flows .
Lease costs for finance leases are composed of interest expense and amortization expense. Interest expense on finance leases is reflected as interest expense on long-term borrowings on the Consolidated Statements of Income . Amortization expense on finance leases is reflected as noninterest expense for net occupancy of premises on the Consolidated Statements of Income .
Busey had one finance lease as of December 31, 2025, which was acquired through its acquisition of CrossFirst.
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Short-term Leases
Leases with terms of twelve months or less are classified as short-term leases. Busey made an accounting policy election to not recognize short-term leases on the balance sheet. Lease costs for short-term leases are reflected as noninterest expense for net occupancy of premises or for furniture and equipment expenses, as appropriate, on the Consolidated Statements of Income .
For additional information relating to Busey’s leases, see “ Note 7. Leases .”
Goodwill and Other Intangibles
Goodwill represents the excess of consideration transferred in a business combination over the fair value of the net assets acquired. Goodwill is not amortized but is subject to at least annual impairment assessments. A separate goodwill impairment assessment is performed for each reporting unit on the goodwill that has been allocated to it. A reporting unit is a component of an operating segment that constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. Busey’s reporting units are the same as its operating segments. Busey has established December 31 as the annual impairment assessment date for each of its reporting units. As part of this assessment, each reporting unit's carrying value is compared to its fair value.
Busey estimates the fair value of its reporting units as of the measurement date utilizing valuation methodologies including comparable company analysis and precedent transaction analysis. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. There was no impairment as of December 31, 2025 or 2024.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from acquisitions. Other intangible assets are amortized over their estimated useful lives, and are reviewed for impairment in accordance with Busey’s policies regarding long-lived assets.
For additional information relating to Busey’s goodwill and other intangible assets, see “ Note 8. Goodwill and Other Intangible Assets .”
Cash Surrender Value of Bank Owned Life Insurance
Busey has purchased, or acquired through acquisitions, life insurance policies on certain executives and senior officers. Life insurance is recorded at its cash surrender value, which approximates its fair value.
Busey maintains a liability for post-employment benefits related to split-dollar life insurance arrangements. In an endorsement split-dollar life insurance arrangement, the employer owns and controls the policy, and the employer and employee split the life insurance policy’s cash surrender value and/or death benefits. If the employer agrees to maintain a life insurance policy during the employee’s retirement, the present value of the cost of maintaining the insurance policy is accrued over the employee’s active service period. Similarly, if the employer agrees to provide the employee with a death benefit, the present value of the death benefit is accrued over the employee’s active service period. Busey accrued liabilities for these arrangements totaling $ 5.5 million as of December 31, 2025, and $ 5.7 million as of December 31, 2024. Liabilities for post-employment benefits are included in other liabilities on the Consolidated Balance Sheets .
Restricted Bank Stock
During the fourth quarter of 2024, Busey Bank became a member of the Federal Reserve System. Federal Reserve member banks are required to own a certain amount of Federal Reserve Bank stock. Busey's investment in Federal Reserve Bank stock was $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024. Busey’s investment in Federal Reserve Bank stock represents approximately half of the total required subscription, and the remaining half is unpaid and remains subject to call by the Federal Reserve Bank. As such, Busey reserved cash of $ 68.1 million as of December 31, 2025, and $ 43.9 million as of December 31, 2024.
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Busey Bank is also a member of the FHLB system. FHLB members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors, and may invest in additional amounts. Busey's investment in FHLB stock was $ 8.9 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.
In connection with the CrossFirst acquisition, Busey acquired Bankers’ Bank of the West Bancorp, Inc. bank stock and has an immaterial amount as of December 31, 2025.
Federal Reserve Bank stock, FHLB stock, and Bankers’ Bank of the West Bancorp, Inc. bank stock are carried at cost in restricted bank stock on the Consolidated Balance Sheets . Cash reserves are included in interest-bearing deposits as part of Busey’s total cash and cash equivalents balances reported on the Consolidated Balance Sheets . Dividends are reported as interest income on the Consolidated Statements of Income . Dividend income is accrued on Federal Reserve Bank stock and is recognized when declared on FHLB stock.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from Busey’s assets, (2) the transferee obtains the right to pledge or exchange the assets it receives, and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor, and (3) Busey does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. When transfers of financial assets fail to meet these criteria, those transfers are accounted for as secured borrowings.
Income Taxes
Busey is subject to income taxes in U.S. federal and various state jurisdictions. First Busey Corporation and its subsidiaries file consolidated federal and state income tax returns with each subsidiary computing its taxes on a separate entity basis. Busey monitors evolving federal and state tax legislation and its potential impact on operations on an ongoing basis.
On July 4, 2025, federal legislation was enacted, commonly referred to as the "One Big Beautiful Bill Act" ("OBBBA"), which made many tax provisions of the 2017 Tax Cuts and Jobs Act ("TCJA") permanent. It also introduced several notable amendments to TCJA. Most notably, OBBBA reinstated immediate expensing of domestic research and development expenditures, 100% bonus depreciation on qualifying assets placed in service after January 19, 2025, favorable modifications to Section 163(j) of the Internal Revenue Code, and provided incentives for financial institutions to increase lending in rural and agricultural communities. The effects of this legislation have been reflected in the December 31, 2025, Consolidated Financial Statements . Busey has determined that the impact of this legislation on future reporting periods is not expected to be material.
Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, which requires significant judgment. Positions taken in tax returns may be subject to challenge upon examination by the taxing authorities. Uncertain tax positions are initially recognized on the Consolidated Financial Statements when it is more likely than not the position will not be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. When applicable, Busey recognizes interest accrued related to unrecognized tax benefits and penalties in operating expenses. Busey had no accruals for payments of interest and penalties related to uncertain tax positions at December 31, 2025. The federal and state tax returns filed by First Busey Corporation and its subsidiaries remain subject to examination by taxing authorities for three years.
Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that the deferred tax assets will not be realized. The determination of the recoverability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions.
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FIRST BUSEY CORPORATION
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For additional information relating to Busey’s income taxes, see “ Note 13. Income Taxes .”
Tax Credit Investments and Other Investments in Unconsolidated Entities
Busey has invested in certain tax-advantaged projects promoting affordable housing, community development, and renewable energy sources. These investments are designed to generate returns primarily through the realization of federal and state income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. Busey accounts for investments in tax-advantaged projects using the proportional amortization method. Income tax credits and other tax benefits, net of investment amortization, were included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income .
In addition, Busey has private equity investments, which are primarily in funds that invest in small businesses across diverse sectors including, but not limited to, financial technology, business services, manufacturing, agribusiness, healthcare, software as a service, and environmental, or supporting the preservation of affordable housing.
Private equity investments in unconsolidated entities involve significant management judgments, including a determination of which entities have the power to direct activities, and whether these entities are variable interest entities. Busey is required to evaluate whether to consolidate a variable interest entity at both inception and on an ongoing basis. Busey is not required to consolidate variable interest entities in which it has concluded it does not have a controlling financial interest and is not the primary beneficiary. Busey’s maximum exposure to loss related to its investments in these unconsolidated variable interest entities is limited to the carrying amount of the investments and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. Busey believes potential losses from these investments are unlikely.
Private equity investments are accounted for under the equity method, utilizing the practical expedient to fair value measurement, as appropriate. Most of these investments support Busey’s regulatory compliance with the Community Reinvestment Act.
For additional information relating to Busey’s tax credit and other investments, see “ Note 14. Tax Credit Investments and Other Investments in Unconsolidated Entities .”
Stock-Based Compensation
Busey’s equity incentive plans are designed to encourage ownership of its common stock by its employees and directors, to provide additional incentive for them to promote the success of Busey’s business, and to attract and retain talented personnel.
Stock Options
Busey has outstanding stock options assumed from acquisitions. All stock options that remained outstanding as of December 31, 2025, were fully vested.
Stock-Settled Appreciation Rights
Busey assumed SSARs in connection with the CrossFirst acquisition. The fair value of each SSAR was estimated at the acquisition date using a Monte Carlo simulation.
2020 Equity Plan
The 2020 Equity Plan was originally approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan, as originally approved, can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020 . Upon the 2020 Equity Plan’s original approval, it replaced the 2010 Equity Incentive Plan and the First Community 2016 Equity Incentive Plan, which, from time to time, Busey used to grant equity awards to legacy employees of First Community. Under the terms of the 2020 Equity Plan, Busey has granted RSU, DSU, and PSU awards.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
An amendment to and restatement of the 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. The terms of the amended and restated 2020 Equity Plan are substantially identical to those of the originally approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023 .
All of Busey’s employees and directors and those of its subsidiaries are eligible to receive awards under the plans.
RSU Awards
Busey grants RSU awards to members of management periodically throughout the year. RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria. Each RSU represents the future right to receive one share of Busey’s common stock. Busey’s RSUs have requisite service periods ranging from one year to five years , and are subject to accelerated vesting upon eligible retirement from Busey. Recipients earn quarterly dividend equivalents on their respective RSUs, which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.
PSU Awards
Busey grants PSU awards to members of management periodically throughout the year. PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and remaining employed through the end of such performance period. Each PSU represents the future right to receive one share of Busey’s common stock. The number of PSUs that ultimately vest will be determined based on the extent to which the established performance criteria are achieved. Busey’s PSUs are subject to accelerated service-based vesting conditions upon eligible retirement from Busey. After performance determination, dividend equivalents are compounded based upon each dividend date during the performance period.
DSU Awards
Busey grants DSU awards to its non-employee directors. DSU awards are stock-based awards with a deferred settlement date. Each DSU represents the future right to receive one share of Busey’s common stock. DSUs vest over a one-year period following the grant date. Under the 2020 Equity Plan, DSUs are generally subject to the same terms as RSUs, except that following vesting of DSUs, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.
Employee Stock Purchase Plan
The First Busey Corporation ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders and details can be found in Appendix A within First Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021 . The purpose of the ESPP is to provide a means through which Busey associates may acquire a proprietary interest in the Company by purchasing shares of its common stock at a discounted price through voluntary payroll deductions, to assist in retaining the services of current associates and securing and retaining the services of new associates, and to provide incentives for Busey associates to exert maximum efforts toward the Company’s success.
Because the ESPP provides the opportunity for Busey associates to purchase Busey’s common stock at a 15 % discount from the market price, the plan is considered to be a compensatory plan under current accounting guidance. Therefore, the entire amount of the discount is recognized in salaries, wages, and employee benefits on the Consolidated Statements of Income .
For additional information relating to Busey’s stock-based compensation, see “ Note 16. Stock-Based Compensation .”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred Stock
Busey’s Series A Non-Cumulative Perpetual Preferred Stock
On March 1, 2025, in connection with the CrossFirst acquisition, Busey issued 7,750 shares of Busey Series A Preferred Stock, which were issued to holders of shares of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock. The Busey Series A Preferred Stock bears a dividend rate of 8.00 % per annum on the liquidation preference of $ 1,000 per share. Dividend payments commenced with the June 15, 2025, payment date. The Busey Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Busey Series A Preferred Stock, in whole or in part, on or after March 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date of redemption. Additional information about the Busey Series A Preferred Stock can be found in (a) Busey’s Form 8‑K filed with the SEC on August 27, 2024 , and the Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc. filed therewith; and (b) Busey ’ s Form 8 ‑ K filed with the SEC on March 3, 2025 , and the Certificate of Designation of Series A Non -Cumulative Perpetual P referred Stock of First Busey Corporation filed therewith.
Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
On May 20, 2025, Busey issued 8,600,000 depositary shares (the “Depositary Shares,”), which are traded on The Nasdaq Global Select Market under the symbol “BUSEP.” Each Depositary Share represents a 1/40th interest in a share of Busey Series B Preferred Stock. The Series B Preferred Stock has a liquidation preference of $ 1,000 per share (equivalent to $ 25 per Depositary Share). Dividend payments for the Series B Preferred Stock commenced with the September 1, 2025, payment date. The Series B Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Series B Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after June 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $ 1,000 per share (equivalent to $ 25 per Depositary Share) plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption. Additional information about the Depositary Shares and the Series B Preferred Stock can be found in Busey’s Form 8-K filed with the SEC on May 20, 2025 , and the exhibits filed therewith.
Preferred Stock Summary
The following table summarizes Busey’s preferred stock issuances as of December 31, 2025:
Title of Each Issue Shares Authorized Shares Issued Shares Outstanding Balance Per Share Preference in Liquidation Aggregate Liquidation Preference
($ in 000's)
Preferred stock, $ 0.001 par value:
1,000,000
Series A Non-Cumulative Perpetual Preferred Stock 7,750 7,750 7,750 $ 7.75 $ 1,000.00 $ 7,750
8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
230,000 215,000 215,000 $ 215.00 $ 1,000.00 $ 215,000
Busey had no preferred stock issuances as of December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in preferred stock issued are presented in the following table:
Years Ended December 31,
Title of Each Issue 2025 2024 2023
Series A Non-Cumulative Perpetual Preferred Stock $ 7.75 $ — $ —
8.25 % Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock
215.00 — —
Treasury Stock
Treasury stock acquired is recorded at cost. Treasury stock issued is valued based on the “first-in, first-out” method. Gains and losses on issuance are recorded as increases or decreases to additional paid-in capital.
Off-Balance Sheet Arrangements
In the normal course of business, to meet the financing needs of its customers, Busey is a party to credit-related financial instruments with off-balance-sheet risk, including commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the Consolidated Balance Sheets . Busey’s exposure to credit loss is represented by the contractual amount of the commitments. Busey uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as no condition established in the contract has been violated. These commitments are generally at variable interest rates, they generally have fixed expiration dates or other termination clauses, and they may require the customer to pay a fee. Commitments for lines of credit may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. These commitments may be secured based on management’s credit evaluation of the borrower.
Standby letters of credit are conditional commitments Busey has issued to guarantee the performance of a customer’s obligation to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements, including bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Busey holds collateral, which may include accounts receivable, inventory, property and equipment, and income producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, Busey would be required to fund the commitment. If the commitment is funded, Busey would be entitled to seek recovery from the customer.
Busey estimates expected credit losses for off-balance sheet arrangements over the contractual period during which it is exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. To be considered unconditionally cancellable for accounting purposes, Busey must have the ability to, at any time, with or without cause, refuse to extend credit under the commitment. Off-balance-sheet credit exposure segments share the same risk characteristics as portfolio loans. Busey incorporates a probability of funding and utilizes the ACL loss rates to calculate a reserve for off-balance-sheet credit exposure, which is carried on the Consolidated Balance Sheets as a component of the ACL. The reserve for off-balance-sheet credit exposure is adjusted as a provision for unfunded commitments and is reported as a component of the provision for credit losses in the accompanying Consolidated Statements of Income . Liabilities recorded as reserves for Busey’s off-balance sheet credit exposure under these commitments totaled $ 13.0 million as of December 31, 2025, and $ 6.0 million as of December 31, 2024.
For additional information relating to Busey’s off-balance sheet arrangements, see “ Note 18. Outstanding Commitments and Contingent Liabilities .”
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Financial Instruments
Busey utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. Additionally, Busey enters into derivative financial instruments, including interest rate lock commitments issued to residential loan customers for loans that will be held for sale, forward sales commitments to sell residential mortgage loans to investors, and interest rate swaps with customers and other third parties.
Interest Rate Swaps Designated as Cash Flow Hedges
Busey entered into derivative instruments designated as cash flow hedges. For a derivative instrument that qualifies and is designated as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, and in the same category affected by the hedged transaction on the Consolidated Statements of Income . Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.
Interest Rate Swaps Not Designated as Hedges
Busey may offer derivative contracts to its customers in connection with their risk management needs. Busey manages the risk associated with these contracts by entering into equal and offsetting derivatives with third-party dealers. Generally, these derivatives have worked together as an economic interest rate hedge, but Busey did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred. Swap fee revenue is typically recognized upon completion of Busey’s performance obligation.
Interest Rate Lock Commitments
Interest rate lock commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Financial Statements , with changes in the fair values of the corresponding derivative financial assets or liabilities recorded as either a charge or credit to mortgage revenue during the period in which the changes occurred.
Forward Sales Commitments
Busey economically hedges mortgage loans held for sale and interest rate lock commitments issued to its residential loan customers related to loans that will be held for sale by obtaining corresponding forward sales commitments with an investor to sell the loans at an agreed-upon price at the time the interest rate locks are issued to the customers. Forward sales commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Financial Statements . While such forward sales commitments generally served as an economic hedge to mortgage loans held for sale and interest rate lock commitments, Busey did not designate them for hedge accounting treatment. Changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to mortgage revenue during the period in which the changes occurred.
Risk Participation Agreements
To manage the credit risk exposure related to customer-facing swaps, Busey entered into risk participation agreements in conjunction with loan participation arrangements with other financial institutions. These agreements transfer credit risk related to an interest rate swap between Busey and another financial institution. Risk participation agreements that Busey has entered into are structured as follows:
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• Busey has a swap agreement with a customer. Busey (purchaser) entered into a risk participation agreement with a counterparty (seller), under which the counterparty receives a fee to accept a portion of the credit risk. If Busey’s customer defaults on the swap contract, the counterparty to the risk participation agreement must reimburse Busey for the counterparty's percentage of the positive fair value (from the purchaser’s perspective) of the customer swap as of the default date. If the customer swap has a negative fair value (from the purchaser’s perspective), the counterparty has no reimbursement requirements. If Busey’s customer defaults on the swap contract and the counterparty (seller) fulfills its payment obligations under the risk participation agreement, the counterparty (seller) is entitled to a pro rata share of Busey’s claim against the customer under the terms of the swap agreement.
• A counterparty has a swap agreement with a customer. Busey (seller) entered into a risk participation with a counterparty (purchaser), under which Busey receives a fee to accept a portion of the credit risk. If the counterparty’s customer defaults on the swap contract, Busey must reimburse the counterparty (purchaser) for Busey's percentage of the positive fair value (from the purchaser’s perspective) of the customer swap as of the default date. If the customer swap has a negative fair value (from the purchaser’s perspective), Busey has no reimbursement requirements. If the counterparty’s customer defaults on the swap contract and Busey (seller) fulfills its payment obligations under the risk participation agreement, Busey (seller) is entitled to a pro rata share of the counterparty’s claim against the customer under the terms of the swap agreement.
For additional information relating to Busey’s derivative financial instruments, see “ Note 19. Derivative Financial Instruments .”
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.
For additional information relating to Busey’s fair value measurements, see “ Note 20. Fair Value Measurements .”
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. However, certain changes in assets and liabilities, such as unrealized gains and losses on available for sale debt securities and unrealized gains and losses on cash flow hedges, are reported net of taxes as a separate component within the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. Busey uses the specific identification method to determine the cost of securities sold and the amounts to be reclassified out of AOCI into earnings. Income tax effects of these items are released from AOCI contemporaneously with the related gross pretax amount.
Operating Segments
Operating segments are components of a business that (1) engage in business activities from which the component may earn revenues and incur expenses; (2) have operating results that are reviewed regularly by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance; and (3) for which discrete financial information is available. Busey’s chief executive officer is its chief operating decision maker. Busey’s has three reportable segments: Banking, Wealth Management, and FirsTech.
For additional information relating to Busey’s operating segments, see “ Note 23. Operating Segments and Related Information .”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue
ASC Topic 606 “Revenue from Contracts with Customers” outlines a single model for companies to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry-specific guidance. ASC Topic 606 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract and establishes additional disclosures. Busey’s revenue is comprised of net interest income, which is explicitly excluded from the scope of ASC Topic 606, and noninterest income. Busey has evaluated its noninterest income and the nature of its contracts with customers and determined that further disaggregation of revenue beyond what is presented in the accompanying Consolidated Financial Statements is not necessary. Busey satisfies its performance obligations on its contracts with customers as services are rendered, so there is limited judgment involved in applying ASC Topic 606 that affects the determination of the timing and amount of revenue from contracts with customers.
Descriptions of Busey’s primary revenue generating activities that are within the scope of ASC Topic 606, and are presented in the accompanying Consolidated Statements of Income as components of noninterest income, include wealth management fees, payment technology solutions, and fees for customer services.
Wealth Management Fees
Wealth management fees represent fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, trust services, farm management, and other fiduciary activities. Also included are fees received from a third-party broker-dealer as part of a revenue sharing agreement for fees earned from customers that Busey refers to the third party. Revenue is recognized when the performance obligation is completed, which is generally monthly.
Payment Technology Solutions
Payment technology solutions revenue represents transaction-based fees for technology-driven payment solutions primarily for walk-in, lockbox, interactive voice recognition, and online bill payments through Busey Bank’s subsidiary, FirsTech. Revenue is recognized when the performance obligation is completed, which is generally monthly.
Treasury Management Services, Card Services and ATM Fees, and Other Service Charges on Deposit Accounts
Treasury management services include business analysis charges and wire transfer fees. Card services and ATM fees include interchange and ATM related fees. Other service charges on deposit accounts include non-sufficient funds and service charges on personal accounts. Revenue is recognized when the performance obligation is completed, which is generally monthly for account maintenance services, or when a transaction has been completed. Payments for such performance obligations are generally received at the time the performance obligations are satisfied.
Reclassifications
Reclassifications have been made to certain prior year account balances, with no effect on net income or stockholders’ equity, to be consistent with the classifications adopted as of and for the year ended December 31, 2025.
Impact of Recently Adopted Accounting Standards
In March 2024, the FASB issued ASU 2024-01 “ Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ” to clarify that certain “profits interests” are within the scope of Topic 718 by amending the language and providing illustrative examples on how the scope guidance in paragraph 718-10-15-3 should be applied. This update is intended to improve clarity of the accounting standards codification, not to change the guidance. This update is effective for Busey for annual and interim reporting periods beginning January 1, 2025. Busey does not currently have any Profit Interest and Similar Awards, so adoption of this ASU did not have any impact on its financial position and results of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2023 the FASB issued ASU 2023-09 “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” requiring all entities to disclose, on an annual basis, income taxes paid (net of refunds received) disaggregated by jurisdiction. All entities must disclose the amount of income taxes paid to each individual jurisdiction in which income taxes paid (net of refunds) is equal to or exceeds 5% of total income taxes paid. Disclosure of comparative information by jurisdiction for all years presented is not required, a jurisdiction only needs to be disclosed in the periods where the 5% threshold is met. Public business entities are required to adopt ASU 2023-09 starting with the first year beginning after December 15, 2024; accordingly, Busey is subject to ASU 2023-09 starting in 2025. Busey reported Federal income tax payments of $ 16.8 million and income tax payments to all other jurisdictions of $ 4.1 million, net of related refunds, for total income tax payments of $ 20.9 million.
Recently Issued Accounting Standards Not Yet Adopted
In November 2025, the FASB issued ASU 2025-09 “ Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ” to expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions, enabling entities to apply hedge accounting treatment to a broader portfolio of forecasted transactions. Under the amendments in this update, a group of individual forecasted transactions can be designated as a cash flow hedge if they have a similar risk exposure. Individual forecasted transactions are considered to have a similar risk exposure when the derivative used as the hedging instrument is highly effective against each hedged risk in the group. This update is to be applied on a prospective basis for all hedging relationships; there is an option to elect to adopt the amendments in this update for hedging relationships that exist as of the date of adoption. This update will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
In November 2025, the FASB issued ASU 2025-08 “ Financial Instruments—Credit Losses (Topic 326): Purchased Loans ” to expand the population of purchased loans subject to a “gross-up” accounting treatment, under which an ACL is recognized for the estimated credit losses at the acquisition date and the loan values are recorded at their estimated fair values plus a gross-up to offset the ACL. The gross-up accounting treatment prevents double recognition of an ACL through credit loss expense that was already considered in the fair value measurement of acquired loans. Under the guidance in this update, the gross-up accounting treatment applies to all non-PCD loans (excluding credit cards) acquired in a business combination and all non-PCD loans (excluding credit cards) that were purchased at least 90 days after origination and for which the purchaser was not involved in the loan origination. This update is to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. For future transactions, Busey will evaluate the effect this ASU may have on its financial position and results of operations.
In September 2025, the FASB issued ASU 2025-07 “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, ” to reduce diversity in the application of derivative accounting practices. This update provides a scope limitation on the definition of a derivative subject to derivative accounting under ASC Topic 815, Derivatives and Hedging, to exclude certain non-exchange-traded contracts with contingencies based on operations or activities specific to one of the parties to the contract. In addition, this update clarifies that share-based noncash consideration from a customer that is contingent on the satisfaction of performance obligations should not be recognized at contract inception as a derivative asset or an equity security, but rather should be accounted for under the guidance in ASC Topic 606, Revenue from Contracts with Customers, and that guidance in other topics does not apply to share-based noncash consideration from a customer for the transfer of goods or services unless or until the entity’s right to receive or retain the share-based noncash consideration is unconditional under ASC Topic 606. The amendments in this update may be applied on either a prospective or modified retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2027. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September 2025, the FASB issued ASU 2025-06 “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ,” changing the criteria for capitalizing software costs to the following: (1) a commitment has been made to fund the software project, and (2) it is probable the project will be competed and used to perform its intended function. Under this update, software development stages are no longer a consideration in the determination of which costs are capitalized. The amendments in this update may be adopted on a prospective, modified transition, or retrospective basis, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” providing a practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date will remain static for the remaining life of the assets, removing the requirement to consider reasonable, supportable forecasts. The amendments in this update are to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Early adoption is permitted. Busey does not expect adoption of this ASU to have a material impact its financial position and results of operations.
In November 2024, the FASB issued ASU 2024-04 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ” to clarify when certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Because Busey does not currently have any convertible debt, the Company does not expect adoption of this ASU to have any impact on its financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03 “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ” to require additional disclosures within the notes to the financial statements about certain expense items. Specifically, disaggregation of income statement captions that contain expenses within the following five categories is required: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (“DD&A”) costs recognized as part of oil- and gas-producing activities or other amounts of depletion expense. Further, this update requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses. This update provides a practical expedient for banks and bank holding companies to continue presenting salaries and employee benefits in conformity with SEC Rule 210.9-04 instead of requiring those entities to apply the employee compensation definition included in Subtopic 220-40. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey beginning with the annual reporting period ending December 31, 2027, and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Because this update relates only to disclosure, Busey does not expect adoption of this ASU to have any impact on its financial position or results of operations.
In October 2023, the FASB issued ASU 2023‑06 “ Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ” which aligns certain GAAP disclosure requirements with the SEC’s disclosure requirements, in order to better facilitate comparisons between entities that are subject to the SEC’s existing disclosures with entities that were not previously subject to the SEC’s requirements. Amendments in this update should be applied prospectively, and the effective date for Busey for each amendment in this ASU will be the date on which the SEC removes the related disclosure from Regulation S‑X or Regulation S‑K. Early adoption is prohibited. If the SEC has not removed the related disclosures from Regulation S‑X or Regulation S‑K by June 30, 2027, the pending content of this update will be removed from the ASC and will not become effective for any entity. Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent Events
Busey has evaluated subsequent events for potential recognition and/or disclosure through the date the Consolidated Financial Statements included in this Annual Report on Form 10‑K were issued. In January 2026 Busey’s Board of Directors approved redemption of the trust preferred securities issued by First Busey Statutory Trust II, with the goal of completing the redemption in June of 2026. Regulatory approval for this redemption was received in February 2026. In addition, Busey filed a Current Report on Form 8‑K on January 27, 2026 , which included information regarding the departure of a named executive officer, and during the first quarter of 2026 expects to record related severance expenses according to Schedule 1 of the Separation Letter, which is filed as Exhibit 10. 3 3 to this Annual Report. Other than these, there were no significant subsequent events for the year ended December 31, 2025, through the filing date of these Consolidated Financial Statements .
NOTE 2. BUSINESS COMBINATIONS
CrossFirst Bankshares, Inc.
On March 1, 2025, Busey completed its acquisition of CrossFirst (NASDAQ: CFB), the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger , dated August 26, 2024, by and between Busey and CrossFirst (the “CrossFirst Merger Agreement”). This partnership creates a premier commercial bank spanning 10 states—Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico. The combined holding company continues to operate under the First Busey Corporation name. Busey’s common stock continues to trade on the Nasdaq under the “BUSE” stock ticker symbol.
Merger of CrossFirst Bank into Busey Bank
CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025. At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.
Merger Consideration for CrossFirst
Upon completion of the acquisition, each share of CrossFirst common stock converted into the right to receive 0.6675 of a share of Busey’s common stock. Cash was paid in lieu of fractional shares. The fair value of common shares issued in consideration of the CrossFirst acquisition was based on the closing price of Busey’s common stock on February 28, 2025.
Further, upon completion of the acquisition, each share of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock converted to the right to receive one share of Busey Series A Non-Cumulative Perpetual Preferred Stock. The fair value of Busey Series A Non-Cumulative Perpetual Preferred Stock was based on the redemption price of $ 1,000 per share.
The total consideration paid also included the fair value of replacement equity awards related to past service totaling $ 6.0 million. Busey used a Monte Carlo simulation to estimate the fair value of SSARs and market-based awards. Other awards were valued based on Busey’s closing stock price on February 28, 2025.
Acquisition Accounting for CrossFirst
The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Subsequent to the acquisition, as additional information and valuations became available, fair value adjustments were recorded, resulting in a $ 1.9 million increase to the fair value of net assets acquired. Estimated fair values are considered provisional until final fair values are determined or the measurement period has passed, but no later than one year from the acquisition date. Deferred taxes are considered provisional until the measurement period is closed. Other than this, Busey does not expect any further adjustments will be necessary.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $ 49.5 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.
Merchants and Manufacturers Bank Corporation
On April 1, 2024, Busey completed its acquisition of M&M and its wholly-owned subsidiary, M&M Bank, through a merger transaction. This partnership added M&M’s Life Equity Loan ® products to Busey’s existing suite of services and expanded Busey’s presence in the suburban Chicago market.
Merger of M&M Bank into Busey Bank
M&M’s results of operations were included in Busey’s consolidated results of operation beginning April 1, 2024. Busey operated M&M Bank as a separate banking subsidiary until it was merged with Busey Bank on June 21, 2024. At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger.
Merger Consideration for M&M
At the effective time of the M&M acquisition, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the M&M merger agreement, either (1) $ 117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $ 34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”).
Most of the M&M common stockholders who submitted an election form by the election deadline made the Share Election to receive their Merger consideration solely in the form of shares of Busey common stock. As a result of the elections of M&M common stockholders, and in accordance with the proration and adjustment provisions of the Merger Agreement, the Merger consideration paid to M&M common stockholders was comprised of an aggregate of 1,429,304 shares of Busey common stock and an aggregate of $ 12.2 million in cash, allocated as follows for each share of M&M stock: (1) $ 117.74 in cash for the Cash Election, (2) $ 5.3966 in cash and 5.4668 shares of Busey common stock for the Share Election, and (3) $ 34.55 in cash and 4.0481 shares of Busey common stock for the Mixed Election. Pursuant to the terms of the Merger Agreement, M&M common stockholders that did not make an election or submit a properly completed election form by the election deadline of March 29, 2024, received cash consideration of $ 117.74 for each share of M&M common stock held. No fractional shares of Busey common stock were issued in the M&M acquisition. Fractional shares were paid in cash at the rate of $ 23.32 per share.
Additional merger consideration of $ 3.0 million was paid to redeem 300 shares of M&M preferred stock.
Acquisition Accounting for M&M
The M&M acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition. Fair values, including initial accounting for deferred taxes, were subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values became available. Fair value adjustments representing a $ 0.4 million decrease in net assets acquired were recorded during the year ended December 31, 2024, as additional information became available regarding unrecorded assets and liabilities. A final fair value adjustment for deferred taxes was recorded during the three months ended March 31, 2025, resulting in an additional $ 0.1 million decrease in net assets acquired. Fair values were final as of March 31, 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $ 15.9 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.
Acquisition Date Fair Values
Acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were estimated as follows:
March 1, 2025 April 1, 2024
(dollars in thousands) CrossFirst
(provisional)
M&M
(final)
Assets acquired
Cash and cash equivalents $ 385,808 $ 33,577
Securities 725,622 8,086
Portfolio loans, net of ACL 6,023,063 417,230
Premises and equipment 69,673 2,045
Other intangible assets 1
81,783 6,346
Other assets 212,440 10,461
Total assets acquired 7,498,389 477,745
Liabilities assumed
Deposits 6,571,699 392,838
Short-term borrowings 11,148 35,932
Long-term borrowings 68,922 1,450
Subordinated notes, net of unamortized issuance costs — 3,911
Junior subordinated debt owed to unconsolidated trusts 2,238 2,594
Other liabilities 84,912 7,342
Total liabilities assumed 6,738,919 444,067
Net assets acquired $ 759,470 $ 33,678
Consideration paid
Cash $ 4 $ 15,200
Common stock 795,227 34,375
Preferred stock 7,750 —
Replacement awards 5,999 —
Total consideration paid $ 808,980 $ 49,575
Goodwill $ 49,510 $ 15,897
___________________________________________
1. Other intangible assets are being amortized over a period of ten years .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuations of Loans
Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered PCD as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applied various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non-PCD loans with a fair value of $ 4.70 billion and gross contractual amounts receivable of $ 4.79 billion.
A portion of acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these financial assets:
March 1, 2025 April 1, 2024
(dollars in thousands) CrossFirst M&M
PCD Financial Assets
Gross contractual receivable for PCD financial assets $ 1,539,718 $ 29,290
ACL recorded for estimated uncollectible contractual cash flows specific to PCD financial assets ( 100,783 ) ( 1,243 )
Interest premium (discount) specific to PCD financial assets ( 3,063 ) ( 1,773 )
Loans previously charged-off prior to acquisition ( 110,740 ) —
Fair value of PCD financial assets $ 1,325,132 $ 26,274
Pro Forma Results
The following unaudited pro forma information has been prepared as if the CrossFirst acquisition had occurred on January 1, 2024, and as if the M&M acquisition had occurred January 1, 2023. The pro forma results combine the historical results of CrossFirst and M&M into Busey’s Consolidated Statements of Income , including the impact of purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2024, or on January 1, 2023, as applicable. Further, pro forma information does not purport to be indicative of future financial operating results. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies, or asset dispositions. Only the merger related expenses that have been recognized are included in net income in the table below:
Years Ended December 31,
(dollars in thousands) 2025 2024
Revenue (net interest income plus noninterest income) $ 758,049 $ 750,667
Net income 182,837 170,894
Diluted earnings per common share 1.91 1.87
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Acquisition Costs
Busey incurred acquisition related expenses as follows:
Years Ended December 31,
(dollars in thousands) 2025 2024
Pre-tax acquisition expenses
M&M
$ 108 $ 3,038
CrossFirst 1
100,200 3,863
Pre-tax acquisition expenses
$ 100,308 $ 6,901
___________________________________________
1. In addition to the acquisition costs presented in the table above, during the year ended December 31, 2025, Busey recorded a $ 4.0 million adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new CECL model.
Acquisition related expenses for CrossFirst were comprised 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 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. DEBT SECURITIES
Busey's portfolio of debt securities includes both available for sale and held to maturity securities. 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
Amortized
Cost Unrealized Fair
Value
(dollars in thousands) Gross Gains Gross Losses
Debt securities available for sale 1
Obligations of U.S. government corporations and agencies
$ 111,876 $ 250 $ ( 80 ) $ 112,046
Obligations of states and political subdivisions
270,682 3,089 ( 9,898 ) 263,873
Asset-backed securities
265,203 412 ( 35 ) 265,580
Commercial mortgage-backed securities
143,522 611 ( 11,191 ) 132,942
Residential mortgage-backed securities
1,464,347 9,336 ( 129,267 ) 1,344,416
Corporate debt securities
45,215 187 ( 1,711 ) 43,691
Total debt securities available for sale
$ 2,300,845 $ 13,885 $ ( 152,182 ) $ 2,162,548
Amortized
Cost Unrecognized Fair
Value
Gross Gains Gross Losses
Debt securities held to maturity
Commercial mortgage-backed securities
$ 367,825 $ — $ ( 65,210 ) $ 302,615
Residential mortgage-backed securities
378,560 — ( 55,218 ) 323,342
Total debt securities held to maturity
$ 746,385 $ — $ ( 120,428 ) $ 625,957
___________________________________________
1. Includes securities marked at par, with no gain or loss to report.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
Amortized
Cost Unrealized Fair
Value
(dollars in thousands) Gross Gains Gross Losses
Debt securities available for sale 1
Obligations of U.S. government corporations and agencies
$ 1,408 $ — $ ( 8 ) $ 1,400
Obligations of states and political subdivisions
156,534 31 ( 16,736 ) 139,829
Asset-backed securities
336,379 181 ( 3 ) 336,557
Commercial mortgage-backed securities
107,305 — ( 15,131 ) 92,174
Residential mortgage-backed securities
1,279,090 19 ( 191,899 ) 1,087,210
Corporate debt securities
159,236 363 ( 6,548 ) 153,051
Total debt securities available for sale
$ 2,039,952 $ 594 $ ( 230,325 ) $ 1,810,221
Amortized
Cost Unrecognized Fair
Value
Gross Gains Gross Losses
Debt securities held to maturity
Commercial mortgage-backed securities
$ 415,530 $ — $ ( 77,242 ) $ 338,288
Residential mortgage-backed securities
411,100 — ( 74,335 ) 336,765
Total debt securities held to maturity
$ 826,630 $ — $ ( 151,577 ) $ 675,053
___________________________________________
1. Includes securities marked at par, with no gain or loss to report.
Maturities of Debt Securities
Amortized cost and fair value of debt securities, by contractual maturity or pre-refunded date, are shown below. Mortgages underlying mortgage-backed securities and asset-backed securities may be called or prepaid; therefore, actual maturities could differ from the contractual maturities. All mortgage-backed securities were issued by U.S. government corporations and agencies.
As of December 31, 2025
(dollars in thousands) Amortized
Cost Fair
Value
Debt securities available for sale
Due in one year or less $ 10,725 $ 10,684
Due after one year through five years 66,180 63,335
Due after five years through ten years 371,411 355,748
Due after ten years 1,852,529 1,732,781
Debt securities available for sale $ 2,300,845 $ 2,162,548
Debt securities held to maturity
Due in one year or less $ 20,000 $ 19,896
Due after one year through five years 37,076 35,836
Due after ten years 689,309 570,225
Debt securities held to maturity $ 746,385 $ 625,957
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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,
(dollars in thousands) 2025 2024 2023
Realized gains and losses on debt securities
Gross gains on debt securities $ 321 $ 1 $ 20
Gross (losses) on debt securities 1
( 15,563 ) ( 7,034 ) ( 5,523 )
Realized net gains (losses) on debt securities 2
$ ( 15,242 ) $ ( 7,033 ) $ ( 5,503 )
___________________________________________
1. 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.
2. 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
Debt Securities in an Unrealized or Unrecognized Loss Position
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:
As of December 31, 2025
Less than 12 months 12 months or more Total
(dollars in thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
Debt securities available for sale
Obligations of U.S. government corporations and agencies $ 39,156 $ ( 80 ) $ — $ — $ 39,156 $ ( 80 )
Obligations of states and political subdivisions 28,592 ( 361 ) 92,205 ( 9,537 ) 120,797 ( 9,898 )
Asset-backed securities 10,005 ( 35 ) — — 10,005 ( 35 )
Commercial mortgage-backed securities 4,986 ( 48 ) 71,830 ( 11,143 ) 76,816 ( 11,191 )
Residential mortgage-backed securities 84,023 ( 708 ) 765,361 ( 128,559 ) 849,384 ( 129,267 )
Corporate debt securities 5,969 ( 20 ) 29,097 ( 1,691 ) 35,066 ( 1,711 )
Debt securities available for sale with gross unrealized losses $ 172,731 $ ( 1,252 ) $ 958,493 $ ( 150,930 ) $ 1,131,224 $ ( 152,182 )
12 months or more Total
Fair
Value Unrecognized
Losses Fair
Value Unrecognized
Losses
Debt securities held to maturity
Commercial mortgage-backed securities $ 302,615 $ ( 65,210 ) $ 302,615 $ ( 65,210 )
Residential mortgage-backed securities 323,342 ( 55,218 ) 323,342 ( 55,218 )
Debt securities held to maturity with gross unrecognized losses $ 625,957 $ ( 120,428 ) $ 625,957 $ ( 120,428 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
Less than 12 months 12 months or more Total
(dollars in thousands) Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
Debt securities available for sale
Obligations of U.S. government corporations and agencies
$ — $ — $ 1,328 $ ( 8 ) $ 1,328 $ ( 8 )
Obligations of states and political subdivisions
11,234 ( 209 ) 119,723 ( 16,527 ) 130,957 ( 16,736 )
Asset-backed securities
14,997 ( 3 ) — — 14,997 ( 3 )
Commercial mortgage-backed securities
6,238 ( 42 ) 85,936 ( 15,089 ) 92,174 ( 15,131 )
Residential mortgage-backed securities
152,081 ( 640 ) 930,642 ( 191,259 ) 1,082,723 ( 191,899 )
Corporate debt securities
598 ( 1 ) 143,966 ( 6,547 ) 144,564 ( 6,548 )
Debt securities available for sale with gross unrealized losses
$ 185,148 $ ( 895 ) $ 1,281,595 $ ( 229,430 ) $ 1,466,743 $ ( 230,325 )
12 months or more Total
Fair
Value Unrecognized
Losses Fair
Value Unrecognized
Losses
Debt securities held to maturity
Commercial mortgage-backed securities $ 338,288 $ ( 77,242 ) $ 338,288 $ ( 77,242 )
Residential mortgage-backed securities 336,765 ( 74,335 ) 336,765 ( 74,335 )
Debt securities held to maturity with gross unrecognized losses $ 675,053 $ ( 151,577 ) $ 675,053 $ ( 151,577 )
Additional information about debt securities in an unrealized or unrecognized loss position is presented in the tables below:
As of December 31, 2025
(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
Gross unrealized or unrecognized losses on debt securities 152,182 120,428 272,610
Ratio of gross unrealized or unrecognized losses to debt securities with gross unrealized or unrecognized losses 13.5 % 19.2 % 15.5 %
Count of debt securities 637 52 689
Count of debt securities in an unrealized or unrecognized loss position 376 52 428
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
(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
Gross unrealized or unrecognized losses on debt securities 230,325 151,577 381,902
Ratio of gross unrealized or unrecognized losses to debt securities with gross unrealized or unrecognized losses 15.7 % 22.5 % 17.8 %
Count of debt securities 677 55 732
Count of debt securities in an unrealized or unrecognized loss position 586 55 641
Unrealized and unrecognized losses were related to changes in market interest rates and market conditions that do not represent credit-related impairments. Unless part of a corporate strategy or restructuring plan, Busey does not intend to sell securities that are in an unrealized or unrecognized loss position, and it is more likely than not that Busey will recover the amortized cost prior to being required to sell the debt securities. Full collection of the amounts due according to the contractual terms of the debt securities is expected; 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. PORTFOLIO LOANS
Loan Categories
Busey’s lending can be summarized into two primary categories: commercial and retail. Loans within these categories are further classified by lending activity: 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:
As of December 31,
(dollars in thousands) 2025 2024
Commercial loans
C&I and other commercial $ 4,229,208 $ 1,904,515
CRE 5,550,018 3,269,564
Real estate construction 1,039,289 378,209
Total commercial loans 10,818,515 5,552,288
Retail loans
Retail real estate 2,154,616 1,696,457
Retail other 594,668 448,342
Total retail loans 2,749,284 2,144,799
Total portfolio loans 13,567,799 7,697,087
ACL ( 174,023 ) ( 83,404 )
Portfolio loans, net $ 13,393,776 $ 7,613,683
Net deferred loan origination costs included in the balances above were $ 7.0 million as of December 31, 2025, compared to $ 12.5 million as of December 31, 2024. 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. 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
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
FHLB $ 5,051,512 $ 4,813,600
Federal Reserve Bank 1,854,423 765,824
Total pledged loans $ 6,905,935 $ 5,579,424
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Risk Grading
Busey utilizes a loan grading scale to assign a risk grade to all of its loans. A description of the general characteristics of each grade is as follows:
• Pass – This category includes loans that are all considered acceptable credits, ranging from investment or near investment grade, to loans made to borrowers who exhibit credit fundamentals that meet or exceed industry standards.
• Watch – This category includes loans that warrant a higher-than-average level of monitoring to ensure that weaknesses do not cause the inability of the credit to perform as expected. These loans are not necessarily a problem due to other inherent strengths of the credit, such as guarantor strength, but have above average concern and monitoring.
• Special mention – This category is for “Other Assets Specially Mentioned” loans that have potential weaknesses, which may, if not checked or corrected, weaken the asset, or inadequately protect Busey’s credit position at some future date.
• Substandard – This category includes “Substandard” loans, determined in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Busey will sustain some loss if the deficiencies are not corrected.
• Substandard non-accrual – This category includes loans that have all the characteristics of a “Substandard” loan with additional factors that make collection in full highly questionable and improbable. Such loans are placed on non-accrual status and may be dependent on collateral with a value that is difficult to determine.
All loans are graded at their inception. Commercial lending relationships that are $ 2.0 million or less are usually processed through an expedited underwriting process. Most commercial loans greater than $ 2.0 million are included in a portfolio review at least annually. Commercial loans greater than $ 0.35 million that have a grading of special mention or worse are typically reviewed on a quarterly basis. Interim reviews may take place if circumstances of the borrower warrant a more frequent review.
The following table is a summary of Busey’s portfolio loans by risk grade:
As of December 31, 2025
(dollars in thousands) Pass Watch Special
Mention Substandard Substandard
Non-accrual Total
Commercial loans
C&I and other commercial $ 3,567,589 $ 375,113 $ 176,814 $ 75,394 $ 34,298 $ 4,229,208
CRE 4,607,134 769,405 140,967 24,680 7,832 5,550,018
Real estate construction 943,065 54,631 24,534 16,786 273 1,039,289
Total commercial loans 9,117,788 1,199,149 342,315 116,860 42,403 10,818,515
Retail loans
Retail real estate 2,106,215 30,674 7,507 1,799 8,421 2,154,616
Retail other 594,294 — — — 374 594,668
Total retail loans 2,700,509 30,674 7,507 1,799 8,795 2,749,284
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
(dollars in thousands) Pass Watch Special
Mention Substandard Substandard
Non-accrual Total
Commercial loans
C&I and other commercial $ 1,545,338 $ 281,424 $ 36,152 $ 37,749 $ 3,852 $ 1,904,515
CRE 2,744,018 438,945 55,041 16,507 15,053 3,269,564
Real estate construction 345,908 26,833 221 5,224 23 378,209
Total commercial loans 4,635,264 747,202 91,414 59,480 18,928 5,552,288
Retail loans
Retail real estate 1,680,640 9,408 882 2,543 2,984 1,696,457
Retail other 448,166 — — — 176 448,342
Total retail loans 2,128,806 9,408 882 2,543 3,160 2,144,799
Total portfolio loans $ 6,764,070 $ 756,610 $ 92,296 $ 62,023 $ 22,088 $ 7,697,087
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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
Risk Grade Ratings Term Loans Amortized Cost Basis by Origination Year Revolving
Loans Total
(dollars in thousands) 2025 2024 2023 2022 2021 Prior
C&I and other commercial
Pass $ 833,539 $ 486,278 $ 342,560 $ 207,053 $ 178,429 $ 122,904 $ 1,396,826 $ 3,567,589
Watch 21,750 79,853 56,387 38,786 48,624 16,778 112,935 375,113
Special Mention 21,712 11,609 56,578 26,343 5,339 800 54,433 176,814
Substandard 8,336 605 20,444 14,603 9,868 3,655 17,883 75,394
Substandard non-accrual 1,489 3,899 600 10,265 948 4,560 12,537 34,298
Total C&I and other commercial 886,826 582,244 476,569 297,050 243,208 148,697 1,594,614 4,229,208
Gross charge-offs $ 4,667 $ 3,332 $ 4,347 $ 1,450 $ 13,591 $ 11,456 $ 5,716 $ 44,559
CRE
Pass 1,077,169 483,950 710,448 1,035,426 740,680 515,631 43,830 4,607,134
Watch 210,673 61,926 119,986 143,072 161,387 69,789 2,572 769,405
Special Mention 49,648 22,642 2,991 13,811 32,109 18,858 908 140,967
Substandard 2,416 679 3,857 4,873 7,316 5,324 215 24,680
Substandard non-accrual 72 — 4,547 — — 3,213 — 7,832
Total CRE 1,339,978 569,197 841,829 1,197,182 941,492 612,815 47,525 5,550,018
Gross charge-offs 1,297 11,057 — — 253 — — 12,607
Real estate construction
Pass 395,019 268,117 107,930 89,673 5,356 2,733 74,237 943,065
Watch 18,571 2,112 3,999 22,561 167 — 7,221 54,631
Special Mention 17,961 — — — 6,573 — — 24,534
Substandard 16,020 — — — 766 — — 16,786
Substandard non-accrual — 273 — — — — — 273
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
Pass 93,212 127,475 269,877 446,309 407,851 508,504 252,987 2,106,215
Watch 2,686 569 24,601 1,492 267 482 577 30,674
Special Mention 47 78 4,028 1,454 1,686 — 214 7,507
Substandard — — 108 440 484 631 136 1,799
Substandard non-accrual 154 308 128 523 264 2,841 4,203 8,421
Total retail real estate 96,099 128,430 298,742 450,218 410,552 512,458 258,117 2,154,616
Gross charge-offs 1,164 — — — — 51 36 1,251
Retail other
Pass 5,233 2,265 33,349 30,321 4,561 885 517,680 594,294
Substandard non-accrual — — 76 134 — — 164 374
Total retail other 5,233 2,265 33,425 30,455 4,561 885 517,844 594,668
Gross charge-offs 546 147 270 47 — 74 141 1,225
Total portfolio loans $ 2,775,707 $ 1,552,638 $ 1,762,494 $ 2,087,139 $ 1,612,675 $ 1,277,588 $ 2,499,558 $ 13,567,799
Total gross charge-offs $ 7,674 $ 14,536 $ 4,617 $ 1,497 $ 13,844 $ 11,581 $ 5,893 $ 59,642
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of and For The Year Ended December 31, 2024
Risk Grade Ratings Term Loans Amortized Cost Basis by Origination Year Revolving
Loans Total
(dollars in thousands) 2024 2023 2022 2021 2020 Prior
C&I and other commercial
Pass $ 320,831 $ 147,909 $ 163,870 $ 125,053 $ 74,146 $ 117,234 $ 596,295 $ 1,545,338
Watch 38,734 49,394 44,709 16,393 2,175 20,964 109,055 281,424
Special Mention 1,718 2,293 5,658 2,634 106 2,540 21,203 36,152
Substandard 15,186 6,545 788 591 320 2,424 11,895 37,749
Substandard non-accrual 65 141 464 — 42 852 2,288 3,852
Total C&I and other commercial 376,534 206,282 215,489 144,671 76,789 144,014 740,736 1,904,515
Gross charge-offs $ — $ 14,980 $ 148 $ 22 $ — $ 303 $ — $ 15,453
CRE
Pass 291,503 354,591 755,266 645,994 356,867 314,340 25,457 2,744,018
Watch 115,078 132,900 60,611 62,408 28,320 38,733 895 438,945
Special Mention 39,252 643 8,020 1,395 4,165 1,517 49 55,041
Substandard 6,983 355 4,628 50 95 4,346 50 16,507
Substandard non-accrual 15,000 39 — — 14 — — 15,053
Total CRE 467,816 488,528 828,525 709,847 389,461 358,936 26,451 3,269,564
Gross charge-offs — — — 2,999 — 315 — 3,314
Real estate construction
Pass 159,825 134,450 12,205 24,781 2,213 1,124 11,310 345,908
Watch 20,170 6,455 — 208 — — — 26,833
Special Mention — — — 221 — — — 221
Substandard 5,224 — — — — — — 5,224
Substandard non-accrual — — — 23 — — — 23
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
Pass 101,582 237,306 366,820 354,380 147,236 267,431 205,885 1,680,640
Watch 1,255 550 2,733 3,377 872 124 497 9,408
Special Mention 151 — 344 — — 372 15 882
Substandard — 243 1,018 503 — 776 3 2,543
Substandard non-accrual — — 344 91 152 1,526 871 2,984
Total retail real estate 102,988 238,099 371,259 358,351 148,260 270,229 207,271 1,696,457
Gross charge-offs — — — — — 168 — 168
Retail other
Pass 4,996 55,665 57,944 12,207 2,304 589 314,461 448,166
Substandard non-accrual — 94 67 4 — 11 — 176
Total retail other 4,996 55,759 58,011 12,211 2,304 600 314,461 448,342
Gross charge-offs 9 31 106 78 4 403 — 631
Total portfolio loans $ 1,137,553 $ 1,129,573 $ 1,485,489 $ 1,250,313 $ 619,027 $ 774,903 $ 1,300,229 $ 7,697,087
Total gross charge-offs $ 9 $ 15,011 $ 254 $ 3,099 $ 4 $ 1,189 $ — $ 19,566
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Past Due and Non-Accrual Loans
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
Loans Non-accrual Loans with No Allowance for Credit Losses
(dollars in thousands) 30-59 Days 60-89 Days 90+Days
Commercial loans
C&I and other commercial $ 3,577 $ 593 $ 2,128 $ 34,298 $ 4,612
CRE 484 2,514 — 7,832 1,588
Real estate construction — — — 273 158
Past due and non-accrual commercial loans 4,061 3,107 2,128 42,403 6,358
Retail loans
Retail real estate 2,457 4,280 136 8,421 349
Retail other 2,491 79 24 374 —
Past due and non-accrual retail loans 4,948 4,359 160 8,795 349
Total past due and non-accrual loans $ 9,009 $ 7,466 $ 2,288 $ 51,198 $ 6,707
As of December 31, 2024
Loans past due, still accruing Non-accrual
Loans Non-accrual Loans with No Allowance for Credit Losses
(dollars in thousands) 30-59 Days 60-89 Days 90+Days
Commercial loans
C&I and other commercial $ 95 $ — $ — $ 3,852 $ 1,224
CRE 42 2,759 — 15,053 15,000
Real estate construction 41 — — 23 —
Past due and non-accrual commercial loans 178 2,759 — 18,928 16,224
Retail loans
Retail real estate 3,280 683 1,115 2,984 194
Retail other 1,094 130 34 176 —
Past due and non-accrual retail loans 4,374 813 1,149 3,160 194
Total past due and non-accrual loans $ 4,552 $ 3,572 $ 1,149 $ 22,088 $ 16,418
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, 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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:
Year Ended December 31, 2025
(dollars in thousands) Payment Deferral
Term Extension
% of Total Class of Financing Receivable
Modified Loans
C&I and other commercial
$ 10,554 $ 22,851 0.8 %
CRE 1
939 1,502 — %
Real estate construction
— 16,020 1.5 %
Total of loans modified during the period 2
$ 11,493 $ 40,373 0.4 %
___________________________________________
1. Modified loans represented an insignificant portion of CRE loans, rounding to zero percent.
2. Modifications included four loans on non-accrual status, and the remaining loans were classified as substandard.
Year Ended December 31, 2024
(dollars in thousands) Payment Deferral
Term Extension
% of Total Class of Financing Receivable
Modified Loans
C&I and other commercial
$ 325 $ 26,175 1.4 %
CRE
— 18,147 0.6 %
Real estate construction
— 5,224 1.4 %
Total of loans modified during the period 1
$ 325 $ 49,546 0.6 %
___________________________________________
1. 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 Term Extension
Weighted Average Interest Rate Reduction Weighted Average Term Extension
Weighted Average Loan Term Extensions
C&I and other commercial
9 months 1.3 years — % 1.5 years
CRE
11 months 4 months 2.50 % 1.8 years
Real estate construction
10 months 6 months — % 1.0 year
Aggregate effect
10 months 10 months 2.50 % 1.4 years
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance of Modified Loans
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:
As of December 31, 2025
(dollars in thousands) Current 30-89 Days 90+ Days Non-accrual
Modified Loans
C&I and other commercial $ 29,684 $ — $ — $ 3,721
CRE 2,168 273 — —
Real estate construction 16,020 — — —
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. 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:
Years Ended December 31,
2025 2024 2023
(dollars in thousands) Payment Deferral
Term Extension
Term Extension Term Extension
Loans with Subsequent Defaults
C&I and other commercial
$ 460 $ 3,261 $ — $ 88
CRE
— — 15,000 —
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
Management's evaluation as to the ultimate collectability of loans includes estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. 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 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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. 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.
• 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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FIRST BUSEY CORPORATION
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
Construction Retail
Real Estate Retail Other Total
ACL balance, December 31, 2022 $ 23,860 $ 38,299 $ 6,457 $ 18,193 $ 4,799 $ 91,608
Provision for loan losses ( 727 ) ( 2,455 ) ( 1,465 ) 7,922 ( 876 ) 2,399
Charged-off ( 2,429 ) ( 953 ) — ( 407 ) ( 629 ) ( 4,418 )
Recoveries 552 574 171 590 264 2,151
ACL balance, December 31, 2023 21,256 35,465 5,163 26,298 3,558 91,740
Day 1 PCD 1
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 )
Recoveries 507 146 67 516 161 1,397
ACL balance, December 31, 2024 21,589 32,301 3,345 23,711 2,458 83,404
Day 1 PCD 1
75,569 21,588 2,112 1,430 84 100,783
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
ACL balance, December 31, 2025 $ 61,370 $ 70,328 $ 11,568 $ 29,178 $ 1,579 $ 174,023
__________________________________________
1. The Day 1 PCD was attributable to the M&M acquisition in 2024 and the CrossFirst acquisition in 2025.
2. The Day 2 Provision for loan losses was attributable to the CrossFirst acquisition.
3. 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
OREO and other repossessed assets represent properties and other assets acquired through foreclosure or other proceedings in settlement of loans 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 December 31,
(dollars in thousands) 2025 2024
OREO
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:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
OREO and other repossessed assets at January 1 $ 63 $ 125 $ 850
Additions, transfers from loans and assumed in acquisitions 26,641 26 189
Sales ( 21,233 ) ( 84 ) ( 770 )
Cash payments (collected) paid ( 423 ) ( 4 ) ( 44 )
Impairment ( 422 ) — ( 100 )
OREO and other repossessed assets at December 31 $ 4,626 $ 63 $ 125
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 noninterest income and other noninterest expense on Busey’s Consolidated Statements of Income :
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Income from (expense for) OREO and other repossessed assets
Operating income (expense), net $ 38 $ ( 17 ) $ ( 67 )
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. PREMISES AND EQUIPMENT
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
309,180 226,695
Accumulated depreciation and amortization
( 115,736 ) ( 107,875 )
Premises and equipment, net
$ 193,444 $ 118,820
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 .”
NOTE 7. LEASES
Busey as The Lessee
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:
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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lease terms are summarized in the following table:
As of December 31,
2025 2024
Lease terms
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
5.10 % N/A
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
Lease costs
Operating lease costs:
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
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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,
(dollars in thousands) 2025 2024 2023
Cash flows related to leases
Operating cash flows from operating leases
$ 10,185 $ 3,992 $ 4,173
Operating cash flows from finance leases
267 — —
Financing cash flows from finance leases
141 — —
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
6,365 — —
___________________________________________
1. 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:
As of
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
Total undiscounted cash flows 38,192 9,262
Less: Amounts representing interest 5,595 3,039
Present value of net future minimum lease payments $ 32,597 $ 6,223
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 in the table below:
Years Ended December 31,
(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) As of
December 31, 2025
Rents to be received
2026 $ 804
2027 515
2028 377
2029 197
2030 117
Thereafter —
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 .”
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Busey’s goodwill is associated with its three operating segments, Banking, Wealth Management, and FirsTech. Goodwill is tested annually for impairment, and as part of this analysis, the reporting unit's carrying value is compared to its estimated fair value. Based on the impairment testing performed at December 31, 2025, there were no indicators of potential impairment.
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
Goodwill
Banking $ 360,180 $ 310,595
Wealth Management 14,108 14,108
FirsTech 8,992 8,992
Total goodwill $ 383,280 $ 333,695
Indefinite-lived intangible assets, such as goodwill, are not amortized. Goodwill is Busey's only indefinite-lived intangible asset.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible Assets
Core deposit and customer relationship intangible assets are amortized over the estimated period during which Busey expects to benefit from the assets. 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
relationship
intangible Total
Intangible Assets
Intangible assets, gross $ 187,194 $ 33,138 $ 220,332
Accumulated amortization 93,558 29,325 122,883
Intangible assets, net $ 93,636 $ 3,813 $ 97,449
As of December 31, 2024
(dollars in thousands) Core deposit
intangible Customer
relationship
intangible Total
Intangible Assets
Intangible assets, gross $ 105,411 $ 33,138 $ 138,549
Accumulated amortization 78,831 27,438 106,269
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:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Amortization Expense
Core deposit intangible $ 14,727 $ 7,739 $ 7,616
Customer relationship intangible 1,887 2,318 2,816
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:
As of December 31, 2025
(dollars in thousands) Core deposit
intangible Customer
relationship
intangible Total
Estimated amortization expense
2026 $ 15,277 $ 1,479 $ 16,756
2027 14,251 1,091 15,342
2028 13,184 703 13,887
2029 10,266 360 10,626
2030 9,160 162 9,322
Thereafter 31,498 18 31,516
Total estimated amortization expense $ 93,636 $ 3,813 $ 97,449
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 .”
NOTE 9. DEPOSITS
The composition of Busey’s deposits is presented in the table below:
As of December 31,
(dollars in thousands) 2025 2024
Deposits
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
$ 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
$ 50,136 $ —
Brokered savings deposits and money market deposits
10,000 6,002
Brokered time deposits
10,004 7,088
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
876,207 334,503
Scheduled maturities of time deposits are presented in the table below:
(dollars in thousands) As of
December 31, 2025
Time deposits by schedule of maturities
2026 $ 2,364,343
2027 46,913
2028 10,952
2029 4,593
2030 2,667
Thereafter 422
Time deposits $ 2,429,890
NOTE 10. BORROWINGS
Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature daily. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The underlying securities are held by Busey’s safekeeping agent. Busey may be required to provide additional collateral based on fluctuations in the fair value of the underlying securities.
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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 %
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 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 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
4,791 —
Finance lease liabilities
6,223 —
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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 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. 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
Subordinated notes issued in 2020 $ — $ 222
Subordinated notes issued in 2022 605 1,004
Total unamortized debt issuance costs $ 605 $ 1,226
NOTE 11. JUNIOR SUBORDINATED DEBT OWED TO UNCONSOLIDATED TRUSTS
Busey maintains statutory trusts for the sole purpose of issuing and servicing trust preferred securities and related trust common securities. Proceeds from such issuances were used by the trusts to purchase junior subordinated notes issued by Busey, which are the sole assets of each trust. Concurrent with the issuance of the trust preferred securities, Busey issued guarantees for the benefit of the holders of the trust preferred securities. Busey owns all of the common securities of each trust. The trust preferred securities issued by each trust rank equally with the common securities in right of payment, except that if an event of default under the indenture governing the notes has occurred and is continuing, the preferred securities will rank senior to the common securities in right of payment. Busey had $ 77.3 million and $ 74.8 million of junior subordinated debt owed to unconsolidated trusts at December 31, 2025, and 2024, respectively, maturing in 2033 through 2036. In connection with its acquisitions of Pulaski Financial Corp. 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. 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. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon Busey making payments on the related junior subordinated notes. Busey’s obligations under the junior subordinated notes and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by Busey of each trust’s obligations under the trust preferred securities issued by each trust. 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.
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.
NOTE 12. 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 First Busey's Consolidated Financial Statements . Capital amounts and classification also are subject to qualitative judgments by regulators about components, risk weightings, and other factors.
Banking regulations identify five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. As of December 31, 2025 and 2024, all capital ratios of First Busey and Busey Bank exceeded well capitalized levels under the applicable regulatory capital adequacy guidelines. Management believes that no events or changes have occurred subsequent to December 31, 2025, that would change this designation.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Capital Amounts and Ratios
The following tables summarize regulatory capital requirements applicable to First Busey and Busey Bank:
As of December 31, 2025
Actual Minimum
Capital Requirement Minimum
To Be Well
Capitalized
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Common equity Tier 1 capital to risk weighted assets
First Busey $ 1,920,388 12.43 % $ 694,987 4.50 % $ 1,003,870 6.50 %
Busey Bank $ 2,150,048 13.97 % $ 692,654 4.50 % $ 1,000,500 6.50 %
Tier 1 capital to risk weighted assets
First Busey $ 2,143,138 13.88 % $ 926,650 6.00 % $ 1,235,533 8.00 %
Busey Bank $ 2,150,048 13.97 % $ 923,539 6.00 % $ 1,231,385 8.00 %
Total capital to risk weighted assets
First Busey $ 2,459,847 15.93 % $ 1,235,533 8.00 % $ 1,544,416 10.00 %
Busey Bank $ 2,287,179 14.86 % $ 1,231,385 8.00 % $ 1,539,231 10.00 %
Leverage ratio of Tier 1 capital to average assets
First Busey $ 2,143,138 11.93 % $ 718,334 4.00 % N/A N/A
Busey Bank $ 2,150,048 12.00 % $ 716,476 4.00 % $ 895,596 5.00 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
Actual Minimum
Capital Requirement Minimum
To Be Well
Capitalized
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Common equity Tier 1 capital to risk weighted assets
First Busey $ 1,237,301 14.10 % $ 394,840 4.50 % $ 570,325 6.50 %
Busey Bank $ 1,438,296 16.46 % $ 393,277 4.50 % $ 568,067 6.50 %
Tier 1 capital to risk weighted assets
First Busey $ 1,314,301 14.98 % $ 526,453 6.00 % $ 701,938 8.00 %
Busey Bank $ 1,438,296 16.46 % $ 524,369 6.00 % $ 699,159 8.00 %
Total capital to risk weighted assets
First Busey $ 1,625,943 18.53 % $ 701,938 8.00 % $ 877,422 10.00 %
Busey Bank $ 1,520,938 17.40 % $ 699,159 8.00 % $ 873,949 10.00 %
Leverage ratio of Tier 1 capital to average assets
First Busey $ 1,314,301 11.06 % $ 475,348 4.00 % N/A N/A
Busey Bank $ 1,438,296 12.14 % $ 473,878 4.00 % $ 592,347 5.00 %
Capital Conservation Buffer
In July 2013, U.S. federal banking authorities approved the Basel III Rule for strengthening international capital standards. The Basel III Rule introduced a capital conservation buffer, composed entirely of common equity Tier 1 capital, which is added to the minimum risk-weighted asset ratios. The capital conservation buffer is not a minimum capital requirement; however, banking institutions with a ratio of common equity Tier 1 capital to risk-weighted assets below the capital conservation buffer will face constraints on dividends, equity repurchases, and discretionary bonus payments based on the amount of the shortfall. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain minimum ratios of (1) common equity Tier 1 capital to risk-weighted assets of at least 7.0%, (2) Tier 1 capital to risk-weighted assets of at least 8.5%, and (3) total capital to risk-weighted assets of at least 10.5%.
Subsidiary Dividend Payments
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, 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13. INCOME TAXES
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,
(dollars in thousands) 2025 2024 2023
Income taxes
Current expense:
Federal $ 33,596 $ 26,696 $ 20,139
State 9,708 11,533 14,120
Deferred expense:
Federal ( 579 ) 1,561 ( 1,557 )
State 8,653 ( 177 ) ( 1,363 )
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 %
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:
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 ) %
Compensation
3,079 1.7 % 407 0.3 % ( 217 ) ( 0.1 ) %
Other nontaxable or nondeductible
546 0.2 % ( 381 ) ( 0.3 ) % ( 793 ) ( 0.5 ) %
Other items:
Investment in partnerships
14,692 7.9 % 13,244 8.6 % 5,714 3.7 %
Other
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 %
___________________________________________
1. 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
Deferred tax assets:
ACL $ 70,282 $ 23,685
Unrealized loss on cash flow hedge 2,744 7,256
Unrealized losses on securities available for sale, net 43,634 61,479
Unrealized losses on securities held to maturity 6,335 8,068
Stock-based compensation 8,089 6,431
Purchase accounting adjustments 3,695 2,076
Accrued vacation 713 493
Lease liabilities 8,016 2,951
Employee costs 12,359 5,725
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
Deferred tax liabilities:
Basis in premises and equipment ( 6,716 ) ( 2,419 )
Affordable housing partnerships and other investments ( 8,920 ) ( 8,011 )
Purchase accounting adjustments ( 927 ) ( 1,022 )
Mortgage servicing assets ( 872 ) ( 745 )
Basis in core deposit, customer intangible assets, and asset purchase goodwill ( 20,427 ) ( 3,325 )
Deferred loan origination costs ( 1,836 ) ( 3,317 )
Right of use assets ( 7,427 ) ( 2,835 )
Unrealized gain on equity securities ( 1,268 ) ( 172 )
Other ( 900 ) ( 856 )
Total deferred tax liabilities ( 49,293 ) ( 22,702 )
Net deferred tax asset $ 111,378 $ 95,462
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
Federal
$ 16,794 $ 11,200 $ 18,300
Illinois 1
* * 5,240
Other
4,115 1,707 1,868
Total income tax payments
$ 20,909 $ 12,907 $ 25,408
___________________________________________
1. 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 .”
NOTE 14. TAX CREDIT INVESTMENTS 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:
As of December 31,
(dollars in thousands) Location 2025 2024
Investments in unconsolidated entities
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
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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 .”
NOTE 15. EMPLOYEE BENEFIT PLANS
401(k) Plan
Busey provides retirement benefits under its 401(k) Plan. All Busey associates who meet certain age requirements are eligible to participate in the 401(k) Plan. There is no waiting period for participation in the 401(k) Plan. The 401(k) Plan is funded primarily through participant contributions via payroll deductions, with two contribution options: (1) the traditional option allows plan participants to elect pre-tax contributions, and (2) the Roth option allows plan participants to elect after-tax contributions. Plan participants may elect to make traditional and/or Roth 401(k) contributions, up to the annual deferral and catch-up limits established by the Internal Revenue Service.
Busey supplements participant contributions by making safe harbor matching and discretionary profit-sharing contributions to the 401(k) Plan.
Safe Harbor Match
Busey makes safe harbor matching contributions to the 401(k) Plan equal to 100 % of the first 3 % of eligible participant compensation contributed to the plan and 50 % of the next 2 % of eligible participant compensation contributed to the plan. The rights of participants in safe harbor matching contributions vest immediately.
Profit Sharing
All associates who meet certain age and service requirements are eligible to participate in Busey's profit-sharing contributions. Discretionary profit-sharing contributions and related expenses, if any, are approved solely by the First Busey Corporation board of directors, and in no case may annual contributions be greater than the amounts deductible for federal income tax purposes for that year. The rights of participants in profit-sharing contributions vest ratably over a five-year period.
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:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
401(k) Plan expenses
Safe harbor match expenses $ 6,261 $ 4,486 $ 3,745
Profit-sharing expenses 4,914 3,370 3,031
Total 401(k) Plan expenses $ 11,175 $ 7,856 $ 6,776
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16. 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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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 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-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term Intrinsic
Value ($000's)
Outstanding at December 31, 2024 15,106 $ 23.53 1.87 years $ 1
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-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term Intrinsic
Value ($000's)
Outstanding at December 31, 2024 — $ — — $ —
Replacement of CrossFirst SSARs 424,390 15.78
Exercised 1
( 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
___________________________________________
1. 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
Assumptions
Expected volatility 1
29.10 % – 36.70 %
Expected dividends 2
4.17 %
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
$ 8.94
___________________________________________
1. Expected volatility was calculated using a historical volatility of Busey’s stock price over a period commensurate with the simulation term of the SSARs.
2. The dividend yield was calculated using Busey’s annual dividend and closing stock price on the date of acquisition.
3. 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.
4. 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.
5. 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.
6. 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2020 Equity Plan
The 2020 Equity Plan was originally approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan, as originally approved, can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020 . An amendment and restatement of the 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. Terms of the amended and restated 2020 Equity Plan are substantially identical to those of the originally approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023 .
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.
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. There were 658,552 shares available for issuance under the 2020 Equity Plan as of December 31, 2025.
RSU Awards
Busey grants RSU awards to members of management periodically throughout the year. RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria. Each RSU represents the future right to receive one share of Busey’s common stock. Recipients earn quarterly dividend equivalents on their respective RSUs, which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.
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 $ 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.
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 $ 0.1 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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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-
Average
Grant Date
Fair Value
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
Dividend equivalents earned 63,864 22.32
Vested ( 547,788 ) 20.77
Forfeited ( 148,335 ) 22.48
Nonvested at December 31, 2025 1,320,537 $ 23.14
PSU Awards
Busey grants PSU awards to members of management periodically throughout the year. PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and 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. Busey’s PSUs are subject to accelerated service-based vesting conditions upon eligible retirement from Busey. After performance determination, dividend equivalents are compounded based upon 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. 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 $ 3.4 million, which will be recognized in compensation expense over the performance period ending December 31, 2027.
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. The actual number of units issued at the vesting date could range from 0 % to 160 % of the initial grant, depending on attaining an adjusted return on average tangible common equity performance goal. 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 for these awards is subject to adjustment based on the extent to which performance goals are expected to be achieved.
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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
Weighted-
Average
Grant Date
Fair Value
Nonvested at December 31, 2024
372,042 $ 21.15
Modifications based on CrossFirst acquisition 2
( 181,828 ) 20.43
Granted
407,723 20.99
Dividend equivalents earned
198 21.87
Vested
( 21,792 ) 20.61
Forfeited
( 50,842 ) 20.94
Nonvested at December 31, 2025
525,501 $ 21.32
Vested and outstanding at December 31, 2025 3
13,455 $ 20.44
___________________________________________
1. Shares for PSU awards represent target shares at grant date.
2. Modifications include PSUs that were converted to RSUs as well as balance adjustments related to the 2023 TSR PSUs and the 2024 TSR PSUs.
3. 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.
DSU Awards
Busey grants DSU awards to its non-employee directors. DSU awards are stock-based awards with a deferred settlement date. Each DSU represents the future right to receive one share of Busey’s common stock. DSUs vest over a one-year period following the grant date. Under the 2020 Equity Plan, DSUs are generally subject to the same terms as RSUs, except that following vesting of DSUs, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.
On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted 39,846 DSUs to non-employee directors. The grant date fair value of the award totaled $ 0.9 million and will be recognized as compensation expense over the requisite service period of one year . 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, 2025, is presented in the following table:
DSU Awards Shares Weighted-
Average
Grant Date
Fair Value
Nonvested at December 31, 2024 36,893 $ 23.40
Granted 39,846 22.16
Dividend equivalents earned 8,518 22.64
Vested ( 44,039 ) 23.29
Nonvested at December 31, 2025 41,218 $ 22.16
Vested and outstanding at December 31, 2025 146,076 $ 23.01
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Employee Stock Purchase Plan
The First Busey Corporation ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders. The purpose of the ESPP is to provide a means through which Busey employees may acquire a proprietary interest in the Company by purchasing shares of its common stock at a 15 % discount through voluntary payroll deductions, to assist in retaining the services of current employees and securing and retaining the services of new employees, and to provide incentives for Busey employees to exert maximum efforts toward the Company’s success. Substantially all of Busey’s employees are eligible to participate, and all participating employees have equal rights and privileges under the terms of the ESPP. Further details can be found in Appendix A within Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021 .
The ESPP initially reserved for issuance and purchase an aggregate of 600,000 shares of Busey’s common stock. The first offering under the ESPP began on July 1, 2021. There were 295,946 shares available for issuance under the ESPP as of December 31, 2025.
Stock-Based Compensation Expense
Busey recognized compensation expense related to non-vested equity awards as summarized in the table below:
Years Ended December 31,
(dollars in thousands) Location 2025 2024 2023
Stock-based compensation expense
SSARs
Salaries, wages, and employee benefits $ 137 $ — $ —
RSU awards
Salaries, wages, and employee benefits 10,657 3,823 2,622
PSU awards 1
Salaries, wages, and employee benefits 5,158 2,867 2,962
DSU awards
Other expense 842 826 833
ESPP
Salaries, wages, and employee benefits 326 210 178
Total stock-based compensation expense
$ 17,120 $ 7,726 $ 6,595
___________________________________________
1. Expense for PSU awards with a relative total stockholder return performance goal represents amounts based on target shares at the grant date. 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.
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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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
PSU awards 1
5,769 3,043
DSU awards 206 181
Total unamortized stock-based compensation $ 15,309 $ 10,317
Weighted average period over which expense is to be recognized on awards issued under Busey's 2020 Equity Plan 1.8 years
2.5 years
Weighted average period over which expense is to be recognized on CrossFirst replacement awards 1.2 years
N/A
___________________________________________
1. Unamortized expense for PSU awards with a relative total stockholder return performance goal represents amounts based on target shares at grant date. 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.
For additional information about Busey’s accounting policies related to stock-based compensation, see “ Stock-Based Compensation ” in “ Note 1. Significant Accounting Policies .”
NOTE 17. 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
December 31, 2025
Balance of loans to related parties, December 31, 2024 $ 98,011
Change in relationship ( 62,108 )
New loans/advances 2,383
Repayments ( 3,373 )
Balance of loans to related parties, December 31, 2025 $ 34,913
Unused commitments to directors and executive officers $ 35,863
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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18. 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:
As of December 31,
(dollars in thousands) 2025 2024
Off-Balance Sheet Commitments
Commitments to extend credit $ 4,696,867 $ 2,512,714
Standby letters of credit 123,746 35,464
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. 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. Ill.); 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.
NOTE 19. 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 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:
As of December 31,
(dollars in thousands) 2025 2024
Cash pledged to secure obligations under derivative contracts $ 14,400 $ 21,900
Collateral held to secure obligations under derivative contracts 5,050 20,260
Derivative Instruments Designated as Hedges
Busey entered into derivative instruments designated as cash flow hedges. For a derivative instrument that is designated and qualifies 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. Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest Rate Swaps 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”). Duration was added to Busey’s loan portfolio by fixing a portion of floating prime-based loans. Interest rates had risen above their historical lows allowing Busey to lock in a portion of its loan portfolio to reduce asset sensitivity while creating a more stable margin in a volatile rate market. 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, 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. 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:
As of December 31,
(dollars in thousands) Location 2025 2024
Prime Loan Swap
Notional amount $ 300,000 $ 300,000
Weighted average rate: receive-fixed 4.81 % 4.81 %
Weighted average variable Prime pay rates 6.81 % 7.62 %
Weighted average maturity 3.10 years
4.10 years
SOFR Loan Swaps
Notional amount $ 200,000 $ 200,000
Weighted average rate: receive-fixed 3.78 % 3.78 %
Weighted average variable 1-month CME Term SOFR pay rates 3.82 % — %
Weighted average maturity 3.76 years
4.76 years
Gross aggregate fair value of the swaps
Gross aggregate fair value of swap assets Other assets $ 3,215 $ —
Gross aggregate fair value of swap liabilities Other liabilities $ 14,589 $ 27,770
Balances carried in AOCI
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
Interest income and interest expense recorded on swap transactions is presented in the following table:
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Interest on swap transactions
Increase (decrease) in interest income on swap transactions $ ( 8,432 ) $ ( 10,669 ) $ ( 10,326 )
(Increase) decrease in interest expense on swap transactions — 1,378 1,757
Net increase (decrease) in net interest income on swap transactions $ ( 8,432 ) $ ( 9,291 ) $ ( 8,569 )
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,
(dollars in thousands) 2025 2024 2023
Unrealized gains (losses) on cash flow hedges
Net gain (loss) recognized in OCI, net of tax $ 5,919 $ ( 10,790 ) $ ( 1,835 )
(Gain) loss reclassified from OCI to interest income, net of tax 6,270 8,818 7,382
(Gain) loss reclassified from OCI to interest expense, net of tax — ( 1,139 ) ( 1,256 )
Net change in unrealized gains (losses) on cash flow hedges, net of tax $ 12,189 $ ( 3,111 ) $ 4,291
Derivative Instruments Not Designated as Hedges
Interest Rate Swaps Not Designated as Hedges
Busey may offer derivative contracts to its customers in connection with their risk management needs. Busey manages the risk associated with these contracts by entering into equal and offsetting derivative agreements with a third-party dealer. 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. 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.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
(dollars in thousands) Location Notional
Amount Fair
Value Notional
Amount Fair
Value
Derivative assets not designated as hedging instruments
Interest rate swaps: receive-fixed, pay-floating Other assets $ 703,286 $ 11,542 $ 156,539 $ 1,465
Interest rate swaps: receive-floating, pay-fixed Other assets 456,973 15,998 562,697 28,854
Derivative assets not designated as hedging instruments $ 1,160,259 $ 27,540 $ 719,236 $ 30,319
Derivative liabilities not designated as hedging instruments
Interest rate swaps: receive-fixed, pay-floating Other liabilities $ 456,973 $ 15,998 $ 562,697 $ 28,854
Interest rate swaps: receive-floating, pay-fixed Other liabilities 703,286 11,542 156,539 1,465
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 derivative liabilities were recorded in noninterest expense on the Consolidated Statements of Income and are summarized as follows:
Years Ended December 31,
(dollars in thousands) Location 2025 2024 2023
Interest rate swaps
Receive-fixed, pay-floating Noninterest expense $ ( 2,604 ) $ 1,726 $ ( 11,525 )
Receive-floating, pay-fixed Noninterest expense 2,604 ( 1,726 ) 11,525
Net change in fair value of interest rate swaps $ — $ — $ —
Risk Participation Agreements
To manage the credit risk exposure related to customer-facing swaps, Busey entered into risk participation agreements in conjunction with loan participation arrangements with other financial institutions. 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 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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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 May 2026 and October 2033, and are summarized as follows:
As of December 31,
(dollars in thousands) 2025 2024
Risk participation agreements purchased
Number of risk participation agreements 12 5
Notional amount $ 74,590 $ 40,092
Fair value 30 5
Risk participation agreements sold
Number of risk participation agreements 13 —
Notional amount $ 108,743 $ —
Fair value 65 —
Mortgage Banking Derivatives
Interest Rate Lock Commitments
Interest rate lock commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Balance Sheets , with changes in the fair values of the corresponding derivative financial assets or liabilities recorded as either a charge or credit to current earnings during the period in which the changes occurred.
Forward Sales Commitments
Busey economically hedges mortgage loans held for sale and interest rate lock commitments issued to its residential loan customers related to loans that will be held for sale by obtaining corresponding forward sales commitments with an investor to sell the loans at an agreed-upon price at the time the interest rate locks are issued to the customers. Forward sales commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Balance Sheets . While such forward sales commitments generally served as an economic hedge to mortgage loans held for sale and interest rate lock commitments, Busey did not designate them for hedge accounting treatment. Changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.
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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:
As of December 31, 2025 As of December 31, 2024
(dollars in thousands) Location Notional
Amount Fair
Value Notional
Amount Fair
Value
Mortgage banking derivative assets
Interest rate lock commitments Other assets $ 6,159 $ 145 $ 2,430 $ 28
Forward sales commitments Other assets 1,520 2 3,457 21
Mortgage banking derivative assets $ 7,679 $ 147 $ 5,887 $ 49
Mortgage banking derivative liabilities
Interest rate lock commitments Other liabilities $ — $ — $ 436 $ 4
Forward sales commitments Other liabilities 9,278 26 1,955 6
Mortgage banking derivative liabilities $ 9,278 $ 26 $ 2,391 $ 10
Gains and losses relating to these derivative instruments are reported in noninterest income, and are summarized as follows:
Years Ended December 31,
(dollars in thousands) Location 2025 2024 2023
Net gains (losses) on mortgage banking derivatives
Gains (losses) on interest rate lock commitments Mortgage revenue $ 789 $ 585 $ —
Gains (losses) on forward sales commitments Mortgage revenue ( 40 ) ( 147 ) 2
Net gains (losses) on mortgage banking derivatives $ 749 $ 438 $ 2
Gains or losses are recognized on these mortgage banking derivative instruments in earnings; 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 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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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20. FAIR VALUE MEASUREMENTS
The fair value of an asset or liability is the price that would be received by selling that asset or paid in transferring that liability (exit price) in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820 “Fair Value Measurement” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
• Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
• Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
• Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to Busey’s assets and liabilities that are carried at fair value.
In general, fair value estimates are based upon quoted market prices, when available. If such quoted market prices are not available, fair values are estimated utilizing independent valuation techniques that consider identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable data. Valuation adjustments may be made to ensure that financial instruments are recorded at their estimated fair values. These adjustments may include amounts to reflect, among other things, counterparty credit quality and the company's creditworthiness as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes Busey's valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Debt Securities Available for Sale
Debt securities classified as available for sale are reported at fair value, which is estimated using Level 2 inputs. Busey obtains fair value measurements from an independent pricing service. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid, and other market information. Because many fixed income securities do not trade on a daily basis, the independent pricing service applies available information to prepare evaluations, with a focus on observable market data such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing.
The independent pricing service uses model processes, such as the Option Adjusted Spread model, to assess interest rate impact and develop prepayment scenarios. Models and processes take into account market conventions. For each asset class, a team of evaluators gathers information from market sources and integrates relevant credit information, perceived market movements, and sector news into the evaluated pricing applications and models.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Market inputs that the independent pricing service normally seeks for evaluations of securities, listed in approximate order of priority, include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The independent pricing service also monitors market indicators, industry, and economic events. For certain security types, additional inputs may be used or some of the market inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day. Because the data utilized was observable, the securities have been classified as Level 2.
Equity Securities
Equity securities are reported at fair value, which is estimated using Level 1 or Level 2 inputs. 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
Busey’s derivative assets and derivative liabilities are reported at fair value, which is measured using Level 2 or Level 3 inputs. Derivative balances are included in other assets or other liabilities on the Consolidated Balance Sheets , and consist of interest rate swaps and risk participation agreements where there is no significant deterioration in the counterparties (loan customers) credit risk since origination of the interest rate swap or risk participation agreement, as well as mortgage banking derivatives, including interest rate lock commitments and forward sales commitments.
Fair values of derivative assets and liabilities are estimated based on prices that are obtained from a third-party which uses observable market inputs and, with the exception of risk participation agreements, are classified as Level 2. For purposes of potential valuation adjustments to Busey’s derivative positions, Busey evaluates the credit risk of its counterparties as well as its own credit risk. Accordingly, Busey has considered factors such as the likelihood of default, expected loss given default, net exposures, and remaining contractual life, among other things, in determining if any estimated fair value adjustments related to credit risk are required. Busey reviews counterparty exposure quarterly, and when necessary, appropriate adjustments are made to reflect the exposure. No changes in counterparty credit were identified.
Due to the significance of unobservable inputs, derivative assets related to risk participation agreements are classified as Level 3.
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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, 2025
(dollars in thousands) Level 1
Inputs Level 2
Inputs Level 3
Inputs Total
Fair Value
Debt securities available for sale:
Obligations of U.S. government corporations and agencies $ — $ 112,046 $ — $ 112,046
Obligations of states and political subdivisions — 263,873 — 263,873
Asset-backed securities — 265,580 — 265,580
Commercial mortgage-backed securities — 132,942 — 132,942
Residential mortgage-backed securities — 1,344,416 — 1,344,416
Corporate debt securities — 43,691 — 43,691
Equity securities 155 14,761 — 14,916
Derivative assets — 30,902 30 30,932
Derivative liabilities — 42,155 65 42,220
As of December 31, 2024
(dollars in thousands) Level 1
Inputs Level 2
Inputs Level 3
Inputs Total
Fair Value
Debt securities available for sale:
Obligations of U.S. government corporations and agencies $ — $ 1,400 $ — $ 1,400
Obligations of states and political subdivisions — 139,829 — 139,829
Asset-backed securities — 336,557 — 336,557
Commercial mortgage-backed securities — 92,174 — 92,174
Residential mortgage-backed securities — 1,087,210 — 1,087,210
Corporate debt securities — 153,051 — 153,051
Equity securities 5,567 10,295 — 15,862
Derivative assets — 30,368 5 30,373
Derivative liabilities — 58,099 — 58,099
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,
(dollars in thousands) Location 2025 2024
Beginning Balance $ 5 $ 15
Gains (losses) recognized in earnings Other expense 117 ( 26 )
Purchases ( 171 ) 16
Sales 55 —
Assumed in acquisition
( 41 ) —
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
Certain financial assets and financial liabilities are measured at estimated fair value on a non-recurring basis; that is, the instruments are not measured at estimated fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Loans Evaluated Individually
Busey does not record portfolio loans at estimated fair value on a recurring basis. However, periodically, a loan is evaluated individually and is reported at the estimated fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. If the estimated collateral value is not sufficient, a specific reserve is recorded. Collateral values are estimated using a combination of observable inputs, including recent appraisals, and unobservable inputs based on customized discounting criteria. 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
Bank property held for sale represents certain banking center office buildings which Busey has closed and consolidated with other existing banking centers. Bank property held for sale is measured at the lower of amortized cost or estimated fair value less estimated costs to sell, and is included in premises and equipment, net on the Consolidated Balance Sheets . Fair values were based upon discounted appraisals or real estate listing prices. 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:
As of December 31, 2025
(dollars in thousands) Level 1
Inputs Level 2
Inputs Level 3
Inputs Total
Fair Value
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
As of December 31, 2024
(dollars in thousands) Level 1
Inputs Level 2
Inputs Level 3
Inputs Total
Fair Value
Loans evaluated individually, net of related allowance $ — $ — $ 616 $ 616
Bank property held for sale with impairment — — 2,841 2,841
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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
(dollars in thousands) Fair Value Valuation
Techniques Unobservable
Input Range
(Weighted Average)
Loans evaluated individually, net of related allowance $ 19,604 Appraisal of collateral Appraisal adjustments - 1.6 % to - 100.0 %
(- 44.6 )
OREO and other repossessed assets with subsequent impairment 4,409 Appraisal of collateral Appraisal adjustments - 2.8 % to - 24.1 %
(- 4.5 )%
Bank property held for sale with impairment 1,855 Appraisal of collateral or real estate listing price Appraisal adjustments - 9.0 % to - 58.0 %
(- 39.4 )
As of December 31, 2024
(dollars in thousands) Fair Value Valuation
Techniques Unobservable
Input Range
(Weighted Average)
Loans evaluated individually, net of related allowance $ 616 Appraisal of collateral Appraisal adjustments - 25.0 % to - 100.0 %
(- 74.9 )%
Bank property held for sale with impairment 2,841 Appraisal of collateral or real estate listing price Appraisal adjustments - 9.0 % to - 76.7 %
(- 51.8 )%
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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:
As of December 31, 2025 As of December 31, 2024
(dollars in thousands) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Financial assets
Level 1 inputs:
Cash and cash equivalents $ 294,052 $ 294,052 $ 697,659 $ 697,659
Level 2 inputs:
Debt securities held to maturity 746,385 625,957 826,630 675,053
Loans held for sale 5,752 5,886 3,657 3,726
Restricted bank stock 77,006 77,006 49,930 49,930
Accrued interest receivable 71,788 71,788 45,141 45,141
Level 3 inputs:
Portfolio loans, net 13,393,776 13,472,907 7,613,683 7,426,158
Mortgage servicing rights 1,459 5,176 1,304 5,627
Other servicing rights 2,086 2,193 1,482 1,591
Financial liabilities
Level 2 inputs:
Time deposits $ 2,429,890 $ 2,425,290 $ 1,490,635 $ 1,481,591
Securities sold under agreements to repurchase 166,929 166,929 155,610 155,610
Long-term borrowings 113,806 113,853 — —
Junior subordinated debt owed to unconsolidated trusts 77,328 71,407 74,815 67,314
Accrued interest payable 25,372 25,372 21,129 21,129
Level 3 inputs:
Subordinated notes, net of unamortized issuance costs 99,395 94,500 227,723 219,043
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21. EARNINGS PER COMMON SHARE
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,
(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
Dilutive effect of common stock equivalents:
Options 47 753 —
Warrants — — 324
SSARs
188,571 — —
RSU awards 822,771 662,341 647,217
PSU awards 85,022 243,166 151,190
DSU awards 18,335 19,956 18,154
ESPP 11,266 6,753 6,941
Weighted average number of common shares outstanding, 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
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,
2025 2024 2023
Anti-dilutive common stock equivalents
Options 11,330 9,588 21,981
RSU awards 1,124 3,216 39,445
PSU awards 178,574 140,937 106,955
Total anti-dilutive common stock equivalents 191,028 153,741 168,381
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22. 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
Balance, December 31, 2022 $ ( 222,394 ) $ ( 29,899 ) $ ( 20,985 ) $ ( 273,278 )
Unrealized holding gains (losses), net 41,824 — ( 1,835 ) 39,989
Amounts reclassified from AOCI, net 3,934 — 6,126 10,060
Amortization of unrecognized losses on securities transferred to held to maturity — 4,426 — 4,426
Balance, December 31, 2023 ( 176,636 ) ( 25,473 ) ( 16,694 ) ( 218,803 )
Unrealized holding gains (losses), net 6,509 — ( 10,790 ) ( 4,281 )
Amounts reclassified from AOCI, net 4,447 — 7,679 12,126
Amortization of unrecognized losses on securities transferred to held to maturity — 3,919 — 3,919
Balance, December 31, 2024 ( 165,680 ) ( 21,554 ) ( 19,805 ) ( 207,039 )
Unrealized holding gains (losses), net 55,863 — 5,919 61,782
Amounts reclassified from AOCI, net 11,124 — 6,270 17,394
Amortization of unrecognized losses on securities transferred to held to maturity — 3,390 — 3,390
Balance, December 31, 2025 $ ( 98,693 ) $ ( 18,164 ) $ ( 7,616 ) $ ( 124,473 )
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23. OPERATING SEGMENTS AND RELATED INFORMATION
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: Banking, Wealth Management, and FirsTech. 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 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.
Banking
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; the St. Louis, Missouri MSA; southwest Florida; 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. Banking services offered to corporate customers include commercial, CRE, real estate construction, and agricultural loans, as well as commercial depository services such as cash management.
Wealth Management
The Wealth Management operating segment provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Services are provided through Busey Capital Management, Inc., a wholly-owned subsidiary of Busey Bank, and Busey Wealth Management, a division of Busey Bank.
Wealth management services tailored to individuals include trust and estate advisory services and financial planning. Business services include business succession planning and employee retirement plan services. Services for foundations include investment strategy consulting and fiduciary services.
FirsTech
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 text-based mobile bill pay; interactive voice response; electronic payment concentration delivered to Automated Clearing House networks, money management, and credit card networks; walk-in payment processing for customers at retail pay agents; customer service payments made over a telephone; direct debit services; merchant services referral solutions serving partner Financial Institutions and their business customers; and lockbox remittance processing for customers to make payments by mail. FirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.
FirsTech's client base represents a diverse set of industries, with a higher concentration in highly regulated industries, such as financial institutions, utility, insurance, and telecommunications industries.
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. Significant Accounting Policies . ” Busey accounts for intersegment revenue and transfers at current market prices.
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
(dollars in thousands) Banking Wealth Management FirsTech Other Total
Goodwill $ 360,180 $ 14,108 $ 8,992 $ — $ 383,280
Total assets 17,880,797 152,422 45,373 26,144 18,104,736
As of December 31, 2024
(dollars in thousands) Banking Wealth Management FirsTech Other Total
Goodwill $ 310,595 $ 14,108 $ 8,992 $ — $ 333,695
Total assets 11,856,651 126,180 57,737 6,154 12,046,722
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial results by operating segment, including significant expense categories provided to the chief operating decision maker, are summarized below:
Year Ended December 31, 2025
(dollars in thousands) Banking Wealth Management FirsTech Other Total
Interest income $ 893,854 $ — $ — $ 6 $ 893,860
Intersegment interest income — — 62 ( 62 ) —
Interest expense 310,058 — — 14,193 324,251
Intersegment interest expense 3,210 — — ( 3,210 ) —
Net interest income 580,586 — 62 ( 11,039 ) 569,609
Provision for credit losses 52,743 — — — 52,743
Net interest income after provision for credit losses 527,843 — 62 ( 11,039 ) 516,866
Noninterest income
Wealth management fees — 69,426 — — 69,426
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
Intersegment noninterest income 1,795 — 1,588 ( 3,383 ) —
Noninterest income 55,147 70,180 21,577 3,071 149,975
Revenue
635,733 70,180 21,639 ( 7,968 ) 719,584
Noninterest expense
Salaries, wages, and employee benefits 206,640 28,870 10,589 42,964 289,063
Data processing 36,551 2,590 3,702 338 43,181
Amortization of intangible assets 15,735 879 — — 16,614
Interchange expense — — 5,194 — 5,194
All other noninterest expense 104,371 2,691 2,818 16,269 126,149
Intersegment noninterest expense 18,427 3,330 1,534 ( 23,291 ) —
Noninterest expense 381,724 38,360 23,837 36,280 480,201
Income (loss) before income taxes 201,266 31,820 ( 2,198 ) ( 44,248 ) 186,640
Income taxes 50,924 7,637 ( 435 ) ( 6,748 ) 51,378
Net income $ 150,342 $ 24,183 $ ( 1,763 ) $ ( 37,500 ) $ 135,262
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2024
Banking Wealth Management FirsTech Other Total
Interest income $ 523,648 $ — $ — $ 33 $ 523,681
Intersegment interest income 324 — 48 ( 372 ) —
Interest expense 183,126 — — 17,944 201,070
Intersegment interest expense 2,664 — — ( 2,664 ) —
Net interest income 338,182 — 48 ( 15,619 ) 322,611
Provision for credit losses 7,495 — — — 7,495
Net interest income after provision for credit losses 330,687 — 48 ( 15,619 ) 315,116
Noninterest income
Wealth management fees — 63,630 — — 63,630
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
Intersegment noninterest income 1,402 — 1,071 ( 2,473 ) —
Noninterest income 53,206 64,953 23,054 ( 1,531 ) 139,682
Revenue 391,388 64,953 23,102 ( 17,150 ) 462,293
Noninterest expense
Salaries, wages, and employee benefits 117,730 26,631 10,130 21,128 175,619
Data processing 20,631 2,263 3,692 538 27,124
Amortization of intangible assets 8,916 1,141 — — 10,057
Interchange expense — — 6,001 — 6,001
All other noninterest expense 67,528 2,836 2,736 9,593 82,693
Intersegment noninterest expense 11,457 3,096 1,443 ( 15,996 ) —
Noninterest expense 226,262 35,967 24,002 15,263 301,494
Income (loss) before income taxes 157,631 28,986 ( 900 ) ( 32,413 ) 153,304
Income taxes 40,365 6,956 ( 230 ) ( 7,478 ) 39,613
Net income $ 117,266 $ 22,030 $ ( 670 ) $ ( 24,935 ) $ 113,691
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2023
Banking Wealth Management FirsTech Other Total
Interest income $ 480,438 $ — $ — $ 105 $ 480,543
Intersegment interest income — — 54 ( 54 ) —
Interest expense 140,917 — — 19,005 159,922
Intersegment interest expense 3,006 — — ( 3,006 ) —
Net interest income 336,515 — 54 ( 15,948 ) 320,621
Provision for credit losses 2,860 — — — 2,860
Net interest income after provision for credit losses 333,655 — 54 ( 15,948 ) 317,761
Noninterest income
Wealth management fees — 57,309 — — 57,309
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
Intersegment noninterest income 1,149 — 1,554 ( 2,703 ) —
Noninterest income 45,530 57,823 22,746 ( 4,885 ) 121,214
Revenue 382,045 57,823 22,800 ( 20,833 ) 441,835
Noninterest expense
Salaries, wages, and employee benefits 111,834 24,474 8,522 17,767 162,597
Data processing 18,217 1,937 3,013 541 23,708
Amortization of intangible assets 8,963 1,469 — — 10,432
Interchange expense — — 6,864 — 6,864
All other noninterest expense 70,798 2,503 2,154 6,015 81,470
Intersegment noninterest expense 13,178 2,698 1,100 ( 16,976 ) —
Noninterest expense 222,990 33,081 21,653 7,347 285,071
Income (loss) before income taxes 156,195 24,742 1,147 ( 28,180 ) 153,904
Income taxes 32,342 5,938 317 ( 7,258 ) 31,339
Net income $ 123,853 $ 18,804 $ 830 $ ( 20,922 ) $ 122,565
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24. PARENT COMPANY ONLY FINANCIAL INFORMATION
Condensed financial data for First Busey Corporation is presented below.
CONDENSED BALANCE SHEETS
As of December 31,
(dollars in thousands) 2025 2024
Assets
Cash and cash equivalents $ 126,764 $ 73,484
Equity securities 14,761 10,295
Investments in subsidiaries:
Bank 2,483,450 1,584,264
Premises and equipment, net 1,590 11
Other assets 41,614 29,859
Total assets $ 2,668,179 $ 1,697,913
Liabilities and stockholders' equity
Liabilities:
Subordinated notes, net of unamortized issuance costs $ 99,395 $ 227,723
Junior subordinated debentures owed to unconsolidated trusts 77,328 74,815
Other liabilities 22,474 12,106
Total liabilities 199,197 314,644
Total stockholders' equity 2,468,982 1,383,269
Total liabilities and stockholders' equity $ 2,668,179 $ 1,697,913
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF INCOME
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Operating income
Dividends from subsidiaries:
Bank $ 160,000 $ 100,000 $ 90,000
Non-bank — — 900
Income from dissolution of non-bank subsidiary — — 733
Interest income 3,155 2,325 2,956
Gains (losses) recognized on equity securities, net 4,467 931 ( 2,171 )
Other income 23,380 14,641 14,130
Total operating income 191,002 117,897 106,548
Expense
Salaries, wages, and employee benefits 42,963 21,129 17,766
Interest expense 14,193 17,944 19,005
Operating expense 18,094 11,238 8,009
Total expense 75,250 50,311 44,780
Income (loss) before income tax benefit and equity in undistributed (in excess of) net income of subsidiaries 115,752 67,586 61,768
Income tax benefit 6,748 7,480 7,310
Income (loss) before equity in undistributed (in excess of) net income of subsidiaries 122,500 75,066 69,078
Equity in undistributed (in excess of) net income of subsidiaries
Bank 12,762 38,625 53,487
Net income $ 135,262 $ 113,691 $ 122,565
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Contents of Item 8. Financial Statements and Supplementary Data
FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash flows provided by (used in) operating activities
Net income $ 135,262 $ 113,691 $ 122,565
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 1,029 1,163 1,038
Distributions more (less) than net income of subsidiaries ( 12,762 ) ( 38,625 ) ( 53,487 )
(Gains) losses recognized on equity securities, net ( 4,467 ) ( 931 ) 2,171
Stock-based compensation 17,120 7,726 6,595
(Increase) decrease in other assets ( 157 ) ( 8,848 ) 6,253
Increase (decrease) in other liabilities ( 6,166 ) 365 ( 7,687 )
Net cash provided by (used in) operating activities 129,859 74,541 77,448
Cash flows provided by (used in) investing activities
Sales (purchases) of equity securities, net — 995 —
Net cash received in (paid for) acquisitions 11,832 ( 14,623 ) —
Purchases of premises and equipment ( 1,201 ) ( 9 ) —
Repayments of investments in subsidiaries — — 1,480
Net cash provided by (used in) investing activities 10,631 ( 13,637 ) 1,480
Cash flows provided by (used in) financing activities
Cash paid for withholding taxes on stock-based payments ( 5,282 ) ( 1,755 ) ( 1,093 )
Cash dividends paid ( 90,989 ) ( 54,169 ) ( 53,076 )
Repayments of borrowings ( 129,000 ) ( 31,450 ) ( 12,000 )
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 ) —
Net cash provided (used in) by financing activities ( 87,210 ) ( 87,518 ) ( 70,642 )
Net increase (decrease) in cash and cash equivalents 53,280 ( 26,614 ) 8,286
Cash and cash equivalents, beginning of period 73,484 100,098 91,812
Cash and cash equivalents, ending of period $ 126,764 $ 73,484 $ 100,098
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.