FIRST BUSEY CORP /NV/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant: ☒

Filed by a Party other than the Registrant: ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 18, 2025

Dear Stockholders:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders of First Busey Corporation, scheduled for 10:30 a.m. Central Time on May 29, 2025. The Annual Meeting will again be a virtual meeting, conducted solely online via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BUSE2025. You will need to have your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”) to join the Annual Meeting. We believe that the virtual Annual Meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

We have chosen to use the “notice and access” method, which means that we will not mail or deliver paper sets of Annual Meeting proxy materials to shareholders. Instead, we are furnishing our proxy statement, 2024 Annual Report and proxy card to stockholders over the internet. You will receive a Notice in the mail that contains instructions on how to access the proxy materials via the internet and join the Annual Meeting. Your Notice will also contain instructions on how to receive a paper copy of the proxy materials. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

The items of business to be considered at the meeting include: (a) the election of 13 directors for a term of one year expiring at the 2026 Annual Meeting of Stockholders; (b) the approval, in a non-binding, advisory vote, of the compensation of our named executive officers, or a “say-on-pay” proposal; and (c) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. At the meeting, we will also review our 2024 performance and update you on our strategic plans as we move forward.

Your vote is important. We hope that you will be able to attend the Annual Meeting virtually. Whether or not you plan to attend, please review the proxy statement and vote as soon as possible by telephone, the internet or by completing, signing, dating and returning your proxy card or voting instruction form, if you have requested a paper copy. Voting electronically, by telephone or by returning your proxy card does NOT deprive you of your right to attend the virtual meeting and to vote your shares of common stock during the meeting for the matters acted upon at the meeting.

On behalf of the entire board of directors, thank you for your continued support.

Sincerely yours,

Van A. Dukeman

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 29, 2025 AT 10:30 A.M., CENTRAL TIME

To the Stockholders of First Busey Corporation:

You may visit www.virtualshareholdermeeting.com/BUSE2025 to access the Annual Meeting, where you will be able to attend online, vote your shares electronically, and submit your questions during the meeting. You will need to have your 16-digit control number included on your Notice to join the Annual Meeting. The 2025 Annual Meeting is being held for the following purposes:

1. to elect 13 directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are elected and have qualified;

2. to approve, in a non-binding, advisory vote, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay” proposal;

3. to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

4. to transact such other business as may properly be brought before the meeting and any postponements or adjournments of the meeting.

Only stockholders of record at the close of business on April 1, 2025, are entitled to notice of, and to vote at, the 2025 Annual Meeting or any postponement or adjournment thereof. Even if you plan to attend the 2025 Annual Meeting, please vote as soon as possible by telephone or internet or by completing and returning the proxy card or voting instruction form if you requested paper proxy materials. Voting instructions are provided in your Notice or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement.

By Order of the Board of Directors

Van A. Dukeman

Chairman and Chief Executive Officer

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 29, 2025

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of First Busey Corporation for use at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) to be held virtually at 10:30 a.m. Central Time on May 29, 2025, via live webcast and online platform at www.virtualshareholdermeeting.com/BUSE2025. You will need your 16-digit control number included on your Notice to join the 2025 Annual Meeting.

The board has fixed the close of business on April 1, 2025, as the record date for determining the stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting. On the record date, First Busey Corporation had 89,954,450 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

First Busey Corporation’s Annual Report on Form 10‑K, which includes audited financial statements for the year ended December 31, 2024, is available for review at our website at busey.com/secfilings. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about April 18, 2025.

Directions on how to attend the 2025 Annual Meeting are contained in this proxy statement. If you have any questions, please contact our Corporate Secretary at (217) 365-4630. The principal executive offices of First Busey Corporation are located at 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211.