FIRST BUSEY CORP /NV/
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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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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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 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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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 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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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 animmaterial 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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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.”
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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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 hadone 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 wasno 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 animmaterial 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.
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 hadno 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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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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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 receiveone share of Busey’s common stock. Busey’s RSUs have requisite service periods ranging fromone year tofive 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 receiveone 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 receiveone share of Busey’s common stock. DSUs vest over aone-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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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 Preferred 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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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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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 hasthree 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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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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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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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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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 10.33 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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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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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 assets1 | 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 |
- Other intangible assets are being amortized over a period often years.
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Valuations of Loans
Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition included adjustments to certain receivables that were not considered PCD as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applied various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements included non-PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion.
A portion of acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these financial assets:
| March 1, 2025 | April 1, 2024 | |
|---|---|---|
| (dollars in thousands) | CrossFirst | M&M |
| PCD Financial Assets | ||
| 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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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 |
| CrossFirst1 | 100,200 | 3,863 |
| Pre-tax acquisition expenses | $100,308 | $6,901 |
- In addition to the acquisition costs presented in the table above, during the year ended December 31, 2025, Busey recorded a $4.0 million adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new CECL model.
Acquisition related expenses for CrossFirst were comprised primarily of an initial provision to establish an ACL on non-PCD loans (recorded as provision expense), and multiple components of noninterest expense including an initial provision for unfunded commitments; salaries, wages and employee benefits (including equity compensation); data processing; and 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. Significant Accounting Policies.”
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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 | ||||
|---|---|---|---|---|
| AmortizedCost · Unrealized · FairValue | ||||
| (dollars in thousands) · Gross Gains · Gross Losses | ||||
| 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 |
| AmortizedCost · Unrecognized · FairValue | ||||
|---|---|---|---|---|
| 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 |
- Includes securities marked at par, with no gain or loss to report.
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| As of December 31, 2024 | ||||
|---|---|---|---|---|
| AmortizedCost · Unrealized · FairValue | ||||
| (dollars in thousands) · Gross Gains · Gross Losses | ||||
| 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 |
| AmortizedCost · Unrecognized · FairValue | ||||
|---|---|---|---|---|
| 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 |
- 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) | AmortizedCost | FairValue |
| 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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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 securities1 | (15,563) | (7,034) | (5,523) |
| Realized net gains (losses) on debt securities2 | $(15,242) | $(7,033) | $(5,503) |
During the first quarter of 2025, Busey sold available for sale debt securities with a book value of approximately $205.6 million for a pre-tax loss of $15.5 million and related estimated tax benefit of $4.3 million, as part of a balance sheet repositioning strategy. During the first quarter of 2024, Busey sold available for sale debt securities with a book value of approximately $108.2 million for a pre-tax loss of $6.8 million and related estimated tax benefit of $1.8 million, as part of a balance sheet repositioning strategy.
Net gains (losses) on sales of securities reported on the Consolidated Statements of Income include, as applicable, the sale of equity securities, which are excluded in this table.
Debt securities with carrying amounts of $744.2 million on December 31, 2025, and $871.4 million on December 31, 2024, were pledged as collateral for public deposits, securities sold under agreements to repurchase, and for other purposes as required.
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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) | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| 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 | |||
|---|---|---|---|---|
| FairValue | UnrecognizedLosses | FairValue | UnrecognizedLosses | |
| 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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| As of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 months | 12 months or more | Total | ||||
| (dollars in thousands) | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| 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 | |||
|---|---|---|---|---|
| FairValue | UnrecognizedLosses | FairValue | UnrecognizedLosses | |
| 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 |
First Busey Corporation(BUSE) | 2025 —129
| 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.”
First Busey Corporation(BUSE) | 2025 —130
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 didnot 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 | SpecialMention | Substandard | SubstandardNon-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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| As of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | Pass | Watch | SpecialMention | Substandard | SubstandardNon-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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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 · RevolvingLoans · 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 |
First Busey Corporation(BUSE) | 2025 —134
| As of and For The Year Ended December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Risk Grade Ratings · Term Loans Amortized Cost Basis by Origination Year · RevolvingLoans · 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 |
First Busey Corporation(BUSE) | 2025 —135
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-accrualLoans · 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-accrualLoans · 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 wasimmaterial for the year ended December 31, 2025, wasimmaterial 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.”
First Busey Corporation(BUSE) | 2025 —136
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% |
| CRE1 | 939 | 1,502 | —% |
| Real estate construction | — | 16,020 | 1.5% |
| Total of loans modified during the period2 | $11,493 | $40,373 | 0.4% |
Modified loans represented an insignificant portion of CRE loans, rounding tozero percent.
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 period1 | $325 | $49,546 | 0.6% |
- 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 |
First Busey Corporation(BUSE) | 2025 —137
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 didnot 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.
First Busey Corporation(BUSE) | 2025 —138
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.
First Busey Corporation(BUSE) | 2025 —139
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 EstateConstruction | RetailReal 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 PCD1 | 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 PCD1 | 75,569 | 21,588 | 2,112 | 1,430 | 84 | 100,783 |
| Day 2 Provision for loan losses2 | 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-off3 | (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 |
The Day 1 PCD was attributable to the M&M acquisition in 2024 and the CrossFirst acquisition in 2025.
The Day 2 Provision for loan losses was attributable to the CrossFirst acquisition.
Charge-off amounts included $36.8 million for PCD loans assumed in the CrossFirst acquisition.
For additional information about Busey’s accounting policies related to the allowance for credit losses, see“Allowance for Credit Losses” in“Note 1. Significant Accounting Policies.”
First Busey Corporation(BUSE) | 2025 —140
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.”
First Busey Corporation(BUSE) | 2025 —141
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 | |
First Busey Corporation(BUSE) | 2025 —142
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 | |
First Busey Corporation(BUSE) | 2025 —143
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 liabilities1 | 25,590 | 1,579 | 231 |
| Right of use assets obtained in exchange for finance lease liabilities1 | 6,365 | — | — |
- 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 forthree 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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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 itsthree 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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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 depositintangible | Customerrelationshipintangible | 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 depositintangible | Customerrelationshipintangible | 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 depositintangible | Customerrelationshipintangible | 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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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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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 wasno 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 hadno short term borrowings as of either December 31, 2025, or December 31, 2024. When 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 betweenone 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 ofseven 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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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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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 tofive 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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Capital Amounts and Ratios
The following tables summarize regulatory capital requirements applicable to First Busey and Busey Bank:
| As of December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Actual | MinimumCapital Requirement | MinimumTo Be WellCapitalized | ||||
| (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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| As of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Actual | MinimumCapital Requirement | MinimumTo Be WellCapitalized | ||||
| (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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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% |
- 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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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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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 |
| Illinois1 | * | * | 5,240 |
| Other | 4,115 | 1,707 | 1,868 |
| Total income tax payments | $20,909 | $12,907 | $25,408 |
- The amount of income taxes paid during the years ended December 31, 2025 and 2024, does not meet the five percent disaggregation threshold.
For additional information about Busey’s accounting policies related to income taxes, see“Income Taxes” in“Note 1. Significant Accounting Policies.”
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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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 afive-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 |
First Busey Corporation(BUSE) | 2025 —156
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 didnot 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).
First Busey Corporation(BUSE) | 2025 —157
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-AverageExercisePrice | Weighted-AverageRemainingContractualTerm | IntrinsicValue ($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 |
First Busey Corporation(BUSE) | 2025 —158
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 aten-year orfifteen-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-AverageExercisePrice · Weighted-AverageRemainingContractualTerm · IntrinsicValue ($000's) | |||||
|---|---|---|---|---|---|
| Outstanding at December 31, 2024 | — | $— | — | $— | |
| Replacement of CrossFirst SSARs | 424,390 | 15.78 | |||
| Exercised1 | (119,842) | 13.31 | |||
| Forfeited | (4,005) | 16.00 | |||
| Expired | (30,145) | 23.23 | |||
| Outstanding at December 31, 2025 | 270,398 | $16.04 | 4.98 years | 2,095 | |
| Exercisable at December 31, 2025 | 253,560 | $15.70 | 4.94 years | 2,051 | |
- The aggregate intrinsic value of SSARs exercised during 2025 was $1.1 million.
The following table provides the range of assumptions used in the Monte Carlo simulations to value CrossFirst awards that were replaced at acquisition and the weighted average grant date fair value per share:
| Assumptions | |
|---|---|
| Expected volatility1 | 29.10% – 36.70% |
| Expected dividends2 | 4.17% |
| Simulation term3, 4, 5 | 4.20 years – 5.69 years |
| Risk-free rate6 | 3.97% – 4.03% |
| Weighted average grant date fair value per share | $8.94 |
Expected volatility was calculated using a historical volatility of Busey’s stock price over a period commensurate with the simulation term of the SSARs.
The dividend yield was calculated using Busey’s annual dividend and closing stock price on the date of acquisition.
The simulation term was commensurate with the midpoint of the longest expected term across all SSARs and was impacted by expected exercise behavior and termination rate.
As a component of determining the simulation term, exercise was assumed to occur at the earlier of the midpoint of i) the greater of the weighted average time to vest or the time the options are in the money, and the time the SSARs expire, ii)90 days following the occurrence of a termination, or iii) the end of the contractual term.
As a component of determining the simulation term, termination rate was assumed to be between 25% and 50% in the first year following the acquisition and 5% for every year thereafter.
The risk-free rate for the simulation term of the SSARs was based on the continuously compounded semi-annual zero-coupon U.S. Treasury rates.
First Busey Corporation(BUSE) | 2025 —159
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.