FIRST BUSEY CORP NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant: ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)​

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 12, 2024​

Dear Stockholders:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of First Busey Corporation, scheduled for 10:30 a.m., central time, on May 22, 2024. This year’s Annual Meeting will be a completely virtual meeting, which will be conducted solely online via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BUSE2024. You will need to have your 16-digit control number included on your notice to join the Annual Meeting. There is no physical location for the Annual Meeting.

We are furnishing our proxy statement, 2023 Annual Report and proxy card to stockholders over the internet. Our stockholders will receive a notice in the mail which contains instructions on how to access the proxy materials via the internet and join the Annual Meeting. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. If you would like to request paper copies of the proxy materials, please follow the instructions on the notice or as provided in the proxy statement.

The items of business to be considered at the meeting include: (a) the election of 10 directors for a term of one year expiring at the 2025 Annual Meeting of Stockholders; (b) the approval, in a non-binding, advisory vote, of the compensation of our named executive officers, or a “say-on-pay” proposal; (c) the approval, in a non-binding, advisory vote, of the frequency with which stockholders will vote on future say-on-pay proposals; and (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. At the meeting, we will also review our performance in 2023 and update you on our strategic plans as we move forward.

Your vote is important. We hope that you will be able to attend the Annual Meeting virtually. Whether or not you plan to attend, please review the attached proxy statement and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

Sincerely yours,

Van A. Dukeman

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 22, 2024 AT 10:30 A.M., CENTRAL TIME

To the Stockholders of First Busey Corporation:

You may visit www.virtualshareholdermeeting.com/BUSE2024 to access the Annual Meeting, where you will be able to attend online, vote your shares electronically, and submit your questions during the meeting. You will need to have your 16-digit control number included on your notice to join the Annual Meeting. The 2024 Annual Meeting is being held for the following purposes:

to elect 10 directors to hold office until the 2025 Annual Meeting of Stockholders or until their successors are elected and have qualified;

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

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to approve, in a non-binding, advisory vote, the frequency with which stockholders will vote on future say-on-pay proposals;

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to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

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

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Only stockholders of record at the close of business on March 25, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting or any postponement or adjournment thereof. Even if you plan to attend the 2024 Annual Meeting, please sign, date, and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

By Order of the Board of Directors

Van A. Dukeman

Chairman and Chief Executive Officer

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 22, 2024

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This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of First Busey Corporation for use at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to be held at 10:30 a.m., central time, on May 22, 2024, via live webcast in a virtual online meeting format by visiting www.virtualshareholdermeeting.com/BUSE2024. You will need your 16-digit control number included on your notice to join the 2024 Annual Meeting.

The board has fixed the close of business on March 25, 2024, as the record date for determining the stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting. On the record date, First Busey Corporation had 55,271,460 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

First Busey Corporation’s Annual Report on Form 10-K/A, which includes audited financial statements for the year ended December 31, 2023, is available for review at our website at busey.com/secfilings. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about April 12, 2024.

Directions on how to attend the 2024 Annual Meeting are contained in this proxy statement. If you have any questions, please contact our Corporate Secretary at (217) 365-4630. The principal executive offices of First Busey Corporation are located at 100 W. University Avenue, Champaign, Illinois 61820.