First Busey Corp: Form 10-K for the period ended Dec 31, 2025

Contents of Item 1. Business

ORGANIZATION

First Busey Corporation is an $18.10 billion financial holding company. Organized in Nevada in 1980, First Busey Corporation is headquartered in Leawood, Kansas. First Busey Corporation’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE” and its Series B preferred stock is traded on The Nasdaq Global Select Market under the symbol “BUSEP.”

Busey conducts the business of banking and provides related banking services, asset management, brokerage, and fiduciary services through Busey Bank, and provides payment technology solutions through FirsTech. Busey also has various other subsidiaries that are not significant to the consolidated entity.

Banking

Busey Bank is an Illinois state-chartered bank headquartered in Champaign, Illinois. Initially founded in 1868, Busey Bank now has a total of 79 banking centers across 10 states, with 50 in Illinois, nine in Missouri, four in Texas, three in Colorado, three in Florida, three in Kansas, three in Oklahoma, two in Arizona, one in Indiana, and one in New Mexico.

Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities to conveniently serve its customers’ needs. Commercial services include commercial, CRE, real estate construction, and agricultural loans, as well as commercial depository services such as cash management. Retail banking services include residential real estate, home equity lines of credit, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through Busey Bank’s banking centers, automated teller machines, and technology-based networks.

First Busey Corporation (BUSE) | 2025 — 8

Busey Bank’s principal sources of income are interest and fees on loans and investments, wealth management fees, service fees, and payment technology solutions revenue. Principal expenses are interest paid on deposits and borrowings and general operating expenses.

Wealth Management

Busey Bank provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations through its Wealth Management business. As of December 31, 2025, $15.66 billion of assets were under care. For individuals, Busey Bank provides investment management, trust and estate advisory services, and financial planning. For businesses, it provides investment management, business succession planning, and employee retirement plan services. For foundations, Busey Bank provides investment management, investment strategy consulting, and fiduciary services. Brokerage-related services are offered by Busey Investment Services, a division of Busey Bank, through a third-party arrangement. In addition, Busey Bank provides professional farm management and brokerage services to the agricultural industry.

FirsTech

FirsTech, a wholly owned subsidiary of Busey Bank, delivers technology‑enabled payment processing solutions to business clients across the United States. The company operates a multi‑channel payments platform that facilitates the collection and processing of consumer payments through a variety of electronic and in‑person methods.

FirsTech’s service offerings include mobile text‑based bill payment; interactive voice response systems; electronic payment concentration and routing to Automated Clearing House networks, money management networks, and credit card networks; walk‑in payment processing through third‑party retail agent locations; customer service payment processing via telephone; direct debit services; merchant services referral solutions for financial institution partners and their commercial customers; and lockbox remittance processing for mail‑based payments. The company also provides ancillary tools that support billing, reconciliation, payment reminders, and treasury‑related functions.

FirsTech serves clients across a broad range of industries, with a significant concentration in regulated sectors such as financial services, utilities, insurance, and telecommunications.

BUSINESS COMBINATIONS

Over the last several years, Busey has completed the following acquisitions as part of its strategy to expand into new service areas and to provide broader coverage in areas where Busey already maintains a presence:

First Busey Corporation (BUSE) | 2025 — 9

2025 Acquisition of CrossFirst Bankshares, Inc.

On March 1, 2025, Busey completed its acquisition of CrossFirst and its wholly-owned subsidiary, CrossFirst Bank. This transformative partnership helped create a premier commercial bank spanning 10 states.

CrossFirst Bank’s results of operations were included in Busey’s 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.

2024 Acquisition of Merchants and Manufacturers Bank Corporation

On April 1, 2024, Busey completed its acquisition of M&M and its wholly-owned subsidiary, M&M Bank. This partnership added M&M’s Life Equity Loan® products to Busey’s existing suite of services and expanded Busey’s presence in the suburban Chicago market. M&M’s results of operations were included in Busey’s results of operation beginning April 1, 2024.

For further information regarding these acquisitions, see “Note 2. Business Combinations” in the Notes to the Consolidated Financial Statements. Further information related to acquisitions made prior to January 1, 2024, has been presented in the Annual Reports previously filed with the SEC corresponding to each year of each acquisition.

First Busey Corporation (BUSE) | 2025 — 10

BANKING CENTER MARKETS

Busey’s Regional Operating Model

Busey Bank, headquartered in Champaign, Illinois, serves the banking needs of its customers through 79 banking centers located across five geographical regions and verticals spanning 10 states.

Busey’s East Region

Busey Bank serves the suburban Chicago market with 11 banking centers in its East Region, offering a full spectrum of financial services to individuals and businesses. The Chicago area is home to several Fortune 500 companies, featuring a diverse economic mix that includes manufacturing, logistics, information technology, and financial services. With a regionalized approach and a legacy of service excellence, Busey remains a trusted financial partner to the vibrant communities of northeastern Illinois.

Busey Bank operates 20 banking centers in the St. Louis MSA, including eight banking centers in eastern Missouri and 12 banking centers in western Illinois. St. Louis has a diverse economy and major employment sectors including healthcare, financial services, professional and business services, and retail. Busey continues to build on its legacy of serving dynamic urban and suburban markets in the region.

Busey Bank serves the southwest Florida banking market with three banking centers located in and around Fort Myers, an area which has experienced strong population growth, job expansion, and a vibrant housing market, as well as the benefits of a robust tourism and winter resort economy. These factors have contributed to a thriving environment for consumer banking and small business services.

Busey’s Midwest Region

Busey Bank serves the central Illinois banking market with 27 banking centers, six of which are in the Chicago MSA. The economy of central Illinois is agriculture-based, with a prominent presence of manufacturing and services industries. These industries, coupled with large healthcare and higher education sectors, anchor the communities in which they are located and have provided a comparatively stable foundation for housing, employment, and small business.

First Busey Corporation (BUSE) | 2025 — 11

Busey Bank has one banking center in the Indianapolis, Indiana, area, which is the most populous city of Indiana with a diverse economy, due in part to it serving as the headquarters of many large corporations. Its strategic location and infrastructure have fostered steady economic performance, positioning Busey to meet the financial needs of both retail and commercial clients.

Busey’s Central Region

Busey Bank serves the Kansas City MSA with three banking centers, including two locations in Leawood, Kansas and one in Kansas City, Missouri. The Kansas City MSA is a diverse and economically vibrant region, supported by industries such as healthcare, financial services, manufacturing, and transportation. Leawood is known for its desirable residential communities and concentration of corporate offices and financial institutions, while the Missouri location provides connectivity to the area’s broader commercial and industrial base. Together, these banking centers position Busey to serve a wide range of consumer and business clients across one of the Midwest’s most dynamic metropolitan regions.

Busey Bank operates one banking center in Wichita, Kansas, the state’s largest city and a key regional economic hub. Wichita’s economy is anchored by its leadership in aviation, aerospace engineering, and manufacturing, along with growing healthcare and education footprints that contribute to a stable employment base and expanding residential development. Busey’s presence in Wichita enables Busey Bank to serve a diverse mix of consumer and commercial clients in a market known for its industrial strength and community resilience.

Busey Bank serves the Oklahoma banking market with three banking centers, including two in Oklahoma City and one in Tulsa. These cities anchor the state’s economy, with leading sectors including aerospace, energy, healthcare, and higher education. Both Oklahoma City and Tulsa have benefited from economic diversification efforts and urban revitalization, fostering resilience in employment and housing markets and providing opportunities for Busey to support local business and community needs.

Busey’s Texas Region

Busey Bank operates four banking centers across the Dallas-Fort Worth MSA, including locations in Dallas, Frisco, and Fort Worth, Texas. The Dallas-Fort Worth MSA is the most populous metropolitan area in the southern United States, and serves as a key business and financial hub with a diverse economy spanning technology, healthcare, telecommunications, and logistics. The region’s rapid population growth, entrepreneurial energy, and deep talent pool have created strong demand for housing and commercial expansion, aligning well with Busey’s financial services model.

Busey’s West Region

Busey Bank has two banking centers in Arizona, located in Phoenix and Tucson. Phoenix, a fast-growing metropolitan area, features a broad-based economy with key sectors in advanced manufacturing, fintech, and education. Tucson, supported by a strong university presence and a vibrant tourism sector, has seen steady growth in small business development and residential communities. Busey’s presence supports a range of financial needs in both urban and suburban settings.

Busey Bank has three banking centers in Colorado, located in Denver and Colorado Springs. Denver stands out as a major economic center with thriving industries in technology, energy, and financial services, while Colorado Springs offers a more suburban environment anchored by defense, aerospace, and healthcare sectors. Both cities have experienced consistent population growth and infrastructure investment, creating opportunities for Busey to serve a dynamic customer base.

Busey Bank operates one banking center in Clayton, New Mexico. Located in northeastern New Mexico, Clayton’s economy is primarily driven by agriculture, cattle ranching, and small-scale retail, with steady contributions from transportation services due to its proximity to major highways. The community also benefits from local tourism linked to nearby parks and attractions. Busey’s presence supports essential financial needs in this rural market, reinforcing its commitment to serving both metropolitan and underserved areas with tailored banking solutions.

First Busey Corporation (BUSE) | 2025 — 12

Busey’s Verticals

Transcending geographical boundaries, Busey operates in several industry verticals, including Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending.

Market Competition

Busey Bank competes actively with national and state banks, savings and loan associations, and credit unions for deposits and loans. Busey Bank competes for real estate and other loans primarily on the basis of type of loan, interest rates and loan fees, and the quality of services provided. Busey Bank and FirsTech compete with other financial institutions, including asset management and trust companies, security broker/dealers, personal loan companies, insurance companies, finance companies, leasing companies, mortgage companies, payment technology solution companies, financial technology companies, digital asset providers, and certain governmental agencies, all of which actively engage in marketing various types of loans, deposit accounts, wealth management, and other products and services.

Busey Bank faces substantial competition in attracting deposits from other commercial banks, savings institutions, digital banks, money market and mutual funds, credit unions, insurance agencies, brokerage firms, and other investment vehicles. Customers for banking services are generally influenced by convenience, quality of service and technology, personal contacts, price of services, and availability of products. Busey Bank attracts a significant amount of deposits through its banking centers, primarily from the communities in which those banking centers are located; therefore, competition for those deposits is principally from other commercial banks, savings institutions, and credit unions located in the same communities. Busey Bank competes for deposits by offering a variety of deposit accounts at competitive rates, high-quality customer service, convenient business hours, technology enabled solutions including internet and mobile banking, and convenient banking centers with inter-branch deposit and withdrawal privileges.

Based on information obtained from the FDIC Summary of Deposits dated June 30, 2025, the most recent report available, out of 349 financial institutions headquartered in the State of Illinois, Busey Bank ranked fourth in total deposits within the Illinois market. Further, Busey Bank ranked in the top 10 in total deposits in nine Illinois counties, as well as two Kansas counties and two New Mexico counties:

First Busey Corporation (BUSE) | 2025 — 13

HUMAN CAPITAL

Busey is built upon a strong commitment to associate, customer, stockholder, and community, with its associates as the cornerstone of this unwavering commitment. Busey’s vision, Service Excellence in Everything We Do, starts with Busey’s dedication to its associates. Busey is deeply humbled to be consistently recognized nationally and locally throughout the Company’s footprint, including being named nationally among the Best-In-State Banks and America’s Best Banks by Forbes; the Best Banks to Work For by American Banker; and the Best Places to Work in Money Management by Pension and Investments. Additionally, Busey is consistently named among the Best Places to Work and Best Companies to Work For by associates and publications across our footprint. From exceeding the needs of customers and colleagues to serving their communities selflessly, Busey associates show unmatched dedication to the Company. Their shared experiences are what make these and other awards possible. Since Busey opened its doors 158 years ago, Busey has maintained its core values, creating a strong foundation and shaping its inclusive culture.

Busey remains committed to fostering a welcoming and supportive environment within its organization, the banking profession, and the communities in which it operates. Busey is dedicated to attracting and retaining top talent across a variety of backgrounds and experiences. Teams with varying beliefs and opinions promote productivity, creativity, and innovation, while better meeting and exceeding the needs of Busey’s customer base. Recruiting, supporting, and retaining a workforce with varying perspectives and ideas, while maintaining a welcoming culture, is the foundation of Busey’s core value—One Busey. Busey’s endeavors in this regard are reported to the Employee Benefit and Compensation Committee and to the Board's Enterprise Risk Committee, which hold the organization accountable to this core value at the highest levels of management.

Associate engagement is an important barometer of Busey’s cultural health. Busey regularly solicits feedback to understand the views of its associates about their work environment and Busey’s culture. The results from engagement surveys are used to implement programs and processes designed to enhance engagement and improve the associate experience. With a strong 90% participation rate and an approach focused on continuous improvement, 2025 results remained in-line with the prior year and exceeded expectations. One way Busey keeps associates informed and engaged is through quarterly update calls, which are conducted by Busey leadership. These calls provide important information about the financial health of the Company, but more importantly they provide a cultural touchpoint to solidify Busey’s commitment to its number one asset – its associates. A tenet of Busey’s engaged culture is a commitment to investing in associates through unique, award-winning training and development programs. In 2025, 47% of Busey’s associate base engaged in talent and leadership development programs. Since 2017, Busey has been a proud recipient of the Association for Talent Development’s BEST Award, which is presented to organizations that demonstrate enterprise-wide success as a result of employee talent development.

Additionally, Busey cares about the health and well-being of its associates and their families, as evidenced by a strong investment and an 86% participation rate in Busey’s innovative, holistic health and wellness program, B Well. Investments in B Well include stress management and mental wellness components, lifesaving biometric screenings, access to fitness and wellness coaches, onsite wellness centers, health club reimbursements, on-demand wellness streaming service, and Health Savings Account investments funded by the Company. In 2025, Busey was honored to be recognized among the Healthiest Employers in Illinois, St. Louis, and Florida and received a Silver Well Workplace Award by the Wellness Alliance.

First Busey Corporation (BUSE) | 2025 — 14

As of December 31, 2025, Busey and its subsidiaries had a total of 1,914 full-time equivalents. Geographic distribution of Busey associates is as follows:

CORPORATE GOVERNANCE

Information about Busey’s Board of Directors and Executive Officers is presented under “Officers & Directors” within the “Governance” section on Busey’s Investor Relations website at ir.busey.com. Additionally, a listing of Busey’s executive officers is presented in Part III, Item 10 of this Form 10‑K under the caption “Executive Officers.”

Busey has adopted a code of ethics applicable to all Busey associates, officers, and directors. The text of this code of ethics is presented under “Governance Documents” within the “Governance” section on Busey’s Investor Relations website at ir.busey.com.

Reference to Busey’s Investor Relations website does not constitute incorporation by reference of the information contained on the website and it should not be considered part of this document.

SUPERVISION, REGULATION, AND OTHER FACTORS

General Supervision and Regulation

FDIC-insured institutions, like Busey Bank, as well as their holding companies and affiliates, are extensively regulated under federal and state law. As a result, Busey’s growth and earnings performance may be affected not only by management decisions, competitive dynamics, and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various banking agencies, including the DFPR, the Federal Reserve, the FDIC, and federal and state consumer financial protection agencies. Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the FASB, securities laws administered by the SEC and state securities authorities, and anti-money laundering laws and sanctions enforced by the U.S. Treasury have an impact on Busey’s business. The effect of these statutes, regulations, regulatory policies, and accounting rules are significant to Busey’s operations and results.

First Busey Corporation (BUSE) | 2025 — 15

Federal and state banking laws impose a comprehensive system of supervision, regulation, and enforcement on the operations of FDIC-insured institutions, their holding companies, and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than stockholders. These laws, and the regulations of the banking agencies issued under them, affect, among other things, the scope of Busey’s business; the kinds and amounts of investments that Busey may make; required capital levels relative to assets; the nature and amount of collateral for loans; the establishment of branches; the ability of Busey to merge, consolidate, and acquire; dealings with Busey’s insiders and affiliates; and Busey’s payment of dividends.

In response to the global financial crisis and particularly following the passage of the Dodd-Frank Act in 2010, Busey experienced heightened regulatory requirements and scrutiny. Although the reforms primarily targeted large banking organizations and systemically important financial institutions, certain provisions of the law triggered at the $10 billion in assets threshold and the influence of other provisions filtered down in varying degrees to community banks over time, causing Busey’s compliance and risk management processes, and the costs thereof, to increase. The Regulatory Relief Act provided meaningful relief for banks and their holding companies that were not considered systemically important (amended to encompass those with assets under $250 billion). However, the $10 billion threshold remained in place for certain Dodd-Frank Act reforms that are applicable to Busey, as discussed below.

Over the past year, the federal banking agencies have continued efforts to streamline and modernize regulatory and supervisory frameworks applicable to banking organizations, including through initiatives to improve examination efficiency, enhance transparency and consistency in supervisory expectations, and refine certain regulatory requirements. While many targeted regulatory relief measures have been directed primarily toward community banking organizations, supervisory and policy initiatives applicable to larger institutions have focused on improving risk-based oversight and reducing unnecessary compliance burden without altering core safety-and-soundness standards. Congress also has considered additional measures aimed at easing specific compliance obligations (particularly for community banks), although no reforms comparable in scope to the Regulatory Relief Act have been enacted to date. These developments may be favorable to the operations of Busey or Busey Bank; however, future changes in laws, regulations, or supervisory priorities, and their impacts on Busey’s or Busey Bank’s business, remain uncertain.

The supervisory framework applicable to U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective banking agencies. These examinations result in confidential examination reports and supervisory ratings that may impact an institution’s operations, capital levels, growth and strategic initiatives. Examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality, management ability and performance, earnings, liquidity, and overall risk profile, among other factors. The banking agencies generally have broad discretion to impose restrictions and limitations on the operations of a banking organization where the agencies determine, among other things, that such operations are unsafe or unsound, violate applicable law, or are otherwise inconsistent with laws and regulations. Changes in supervisory approach or emphasis may materially effect the operations and financial results of Busey, as well as the banking industry in general. In recent supervisory communications, rulemakings, and policy statements, federal banking agencies have indicated an increased focus on core, material financial risks (rather than risk management processes), greater transparency in supervisory expectations, and efforts to reduce examination burden in certain circumstances. For example, the Federal Reserve, Busey Bank’s primary federal regulator, has released guidance intended to streamline supervisory and examination processes, including the issuance of Matters Requiring Attention, and may propose, or join the FDIC’s and OCC’s interagency efforts regarding, rules to clarify standards for unsafe or unsound practices. These initiatives may enable management to focus more effectively on growth opportunities and the management of material financial risks.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to Busey. It does not describe all of the statutes, regulations, and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to particular statutory and regulatory provisions.

First Busey Corporation (BUSE) | 2025 — 16

The $10 billion Threshold

As indicated above, the Dodd-Frank Act included a number of requirements that are triggered when a banking entity crosses over $10 billion in assets. These include requirements for stress testing capital, maintenance of a risk committee, adherence to the Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds, limitations on interchange fees for certain debit transactions, clearing of swap agreements, and examination and enforcement related to consumer financial services by the CFPB, in addition to a number of heightened reporting requirements. The Regulatory Relief Act eliminated the stress test and risk committee requirements for banking entities between $10 billion and $50 billion, but the other regulations and reporting requirements under the Dodd-Frank Act were not changed.

Busey crossed the $10 billion asset threshold in 2020. The material consequences to Busey of crossing the $10 billion asset threshold include the following:

Interchange Fees

The Durbin Amendment to the Dodd-Frank Act required the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions. Interchange fees, also known as “swipe” fees, are charges that merchants pay to card-issuing banks, such as Busey Bank, for processing electronic payment transactions. The Federal Reserve set the maximum interchange fee at 21 cents, plus five bps of the transaction value. The Federal Reserve also adopted a rule to allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. Fee limits imposed by the Durbin Amendment are applicable to any banking organization with over $10 billion in assets and became applicable to Busey Bank on July 1, 2022, following a six-month transition period. Compliance with the Durbin Amendment has reduced Busey Bank’s earnings on covered debit transactions.

Volcker Rule

The Volcker Rule (also a part of the Dodd-Frank Act) restricts the ability of banking organizations (holding companies and their affiliates) with over $10 billion in assets to sponsor or invest in private funds, or to engage in certain types of proprietary trading. In October 2019, the Federal Reserve, OCC, FDIC, Commodity Futures Trading Commission, and SEC finalized rules to tailor the application of the Volcker Rule based on the size and scope of a banking organization’s trading activities and to clarify and amend certain definitions, requirements, and exemptions. Banking organizations have two years (with a possibility of extensions) to comply with the Volcker Rule requirements after crossing the $10 billion threshold. Busey does not materially engage in the activities prohibited by the Volcker Rule; therefore, the application of the rule has not had a material effect on Busey’s operations.

CFPB Examination and Enforcement

Although most of the CFPB’s rules issued under federal consumer financial protection laws are applicable to all providers of consumer financial services, the CFPB only has examination and enforcement authority over banks with more than $10 billion in assets (measured over four consecutive quarters). Busey Bank is under CFPB oversight for consumer banking products and services and continues to be examined for compliance with consumer laws by its primary federal regulator, the Federal Reserve. For more on the CFPB’s current posture, see “Item 1. Business—Supervision, Regulation and Other Factors—Supervision and Regulation of Busey Bank—Consumer Financial Services” below.

Clearing Swaps Agreements

Banks with over $10 billion in assets are required to clear swaps agreements on exchanges. Busey Bank became subject to the exchange requirement in 2021.

First Busey Corporation (BUSE) | 2025 — 17

Risk Committee

The Dodd-Frank Act required publicly traded bank holding companies with more than $10 billion in total consolidated assets to establish and maintain a risk committee. Pursuant to the Federal Reserve’s final rules issued under the Regulatory Relief Act, that threshold was increased to $50 billion. Although it is not yet required to have a risk committee in place, Busey established a committee comprised of holding company directors in 2018 to oversee risk matters in preparation for future growth.

The Role of Capital

Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business, FDIC-insured institutions, such as Busey Bank, as well as their holding companies (i.e., banking organizations), generally are required to hold more capital than other businesses. These requirements directly affect Busey’s earnings capabilities. Although capital historically has been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking agencies recognized that the amount and quality of capital held by banking organizations prior to that crisis was insufficient to absorb losses during periods of severe stress.

Capital Levels

Banking organizations have been required to hold minimum levels of capital based on guidelines established by the federal banking agencies since 1983. The minimum capital levels for banking organizations have been expressed in terms of ratios of “capital” divided by “total assets.” Beginning in 1989, capital guidelines for U.S. banking organizations have been based upon international capital accords, known as the “Basel” accords, adopted by the Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as interpreted and implemented by the U.S. federal banking agencies on an interagency basis. These accords recognized that bank assets for the purpose of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored into the calculations. Following the global financial crisis, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced an agreement on a strengthened set of capital requirements for banking organizations around the world, known as the Basel III accords, to address deficiencies recognized in connection with the global financial crisis.

The Basel III Rule

The U.S. federal banking agencies adopted the Basel III Rule in regulations that were effective in 2015 (with a number of phase-ins). The Basel III Rule established capital standards for banks and bank holding companies that are meaningfully more stringent than those established previously and are still in effect today. The Basel III Rule is applicable to all banking organizations that are subject to minimum capital requirements, including national banks, state banks, and savings and loan associations, as well as to most bank and savings and loan holding companies. First Busey Corporation and Busey Bank are each subject to the Basel III Rule as described below.

Risk-Weighting Assets

Three of the required Basel III capital ratios, as discussed immediately below, are calculated using a denominator of total “risk-weighted” assets. In the calculation of “risk weights,” which was introduced in the first Basel accord, bank assets were divided into four basic risk-weighted categories of zero, 20, 50, and 100%. The Basel III Rule required a more complex, detailed, and calibrated assessment of risk in the calculation of risk weightings. Although it uses the same technique introduced by the Basel I accord in assigning assets to risk-weight categories, it significantly increases the number of categories and adds conditions to the assignment of certain risk weights. Risk weights were established as high as 250% for certain CRE exposures, and higher for certain derivatives.

First Busey Corporation (BUSE) | 2025 — 18

The assignment of risk weights is likely to continue to be under review by federal banking agencies as they seek to implement certain remaining elements of the Basel III accords. Previously, in July 2023, the federal banking agencies proposed wide-ranging and significant changes to the Basel III Rule (a “Basel III Endgame Proposal Rule”) to complete this implementation process; however, the proposal was not adopted, in part due to stakeholder concerns regarding potential economic impacts, data transparency, and the alignment of certain provisions with statutory tailoring requirements. Based on public statements from federal agency officials, it is anticipated that a revised proposal may be issued in the future. Any re-proposal of the Basel III Endgame Rule is expected to primarily affect large, complex banking organizations.

Minimum Capital Ratio Requirements

The Basel III Rule also increased the required quantity and quality of capital. Not only did it increase most of the required minimum capital ratios in effect prior to January 1, 2015, but by requiring that capital instruments be of higher quality to absorb loss, it also introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests, subject to certain regulatory adjustments and deductions. The Basel III Rule also changed the definition of regulatory capital by establishing more stringent criteria for instruments to qualify as Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations). In addition, the Basel III Rule also limited the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in regulatory capital and required deductions from Common Equity Tier 1 Capital if such assets exceeded prescribed thresholds.

The Basel III Rule requires banking organizations to maintain minimum capital ratios to be deemed “adequately capitalized” as follows:

• A ratio of Common Equity Tier 1 Capital to risk-weighted assets equal to 4.5%;
• A ratio of Tier 1 Capital to risk-weighted assets equal to 6%;
• A ratio of Total Capital (Tier 1 plus Tier 2 Capital) to risk-weighted assets equal to 8%; and
• A leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4%.

Capital Conservation Buffer

In addition, banking organizations that want to make capital distributions (including for dividends and stock repurchases) and pay discretionary bonuses to executive officers without restriction also must maintain 2.5% in Common Equity Tier 1 Capital in the form of a capital conservation buffer. The purpose of the conservation buffer is to ensure that banking organizations maintain a cushion of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the capital conservation buffer increases the minimum ratios described above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital, and 10.5% for Total Capital.

Well Capitalized Requirements

The ratios described above represent minimum standards for banking organizations to be considered “adequately capitalized.” Banking agencies uniformly encourage banking organizations to maintain capital levels above these minimums and to be classified as “well capitalized.” To that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a well capitalized banking organization may: (1) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (2) receive expedited processing of other required notices or applications; and (3) accept, roll-over or renew brokered deposits. In addition, the banking agencies may require higher capital levels where warranted by the banking organization’s particular operating circumstances or risk profiles. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities, or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all intangible assets), well above the minimum regulatory levels.

First Busey Corporation (BUSE) | 2025 — 19

Under the capital regulations of the Federal Reserve, in order to be well capitalized, a banking organization must maintain all of the following:

• A ratio of Common Equity Tier 1 Capital to risk-weighted assets of 6.5% or more;
• A ratio of Tier 1 Capital to total risk-weighted assets of 8% or more;
• A ratio of Total Capital to total risk-weighted assets of 10% or more; and
• A leverage ratio of Tier 1 Capital to total adjusted quarterly average assets of 5% or greater.

Under the Basel III Rule, a banking organization may be considered “well capitalized” while not complying with the capital conservation buffer described above.

As of December 31, 2025: (1) Busey Bank was not subject to a directive from the Federal Reserve or the DFPR to increase its capital, and (2) Busey Bank was well capitalized, as defined by Federal Reserve regulations. As of December 31, 2025, Busey had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well capitalized. First Busey Corporation and Busey Bank also are in compliance with the capital conservation buffer.

Prompt Corrective Action

The concept of a banking organization being “adequately capitalized” or “well capitalized” is part of a regulatory enforcement regime that provides the federal banking agencies with broad power to take “prompt corrective action” to resolve the problems of depository institutions based on the capital level of each particular institution. The extent of the regulators’ powers depends on whether the banking organization in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which a banking organization is assigned, the banking agencies’ corrective powers include: (1) requiring the institution to submit a capital restoration plan; (2) limiting the institution’s asset growth and restricting its activities; (3) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (4) restricting transactions between the institution and its affiliates; (5) restricting the interest rate that the institution may pay on deposits; (6) ordering a new election of directors of the institution; (7) requiring that senior executive officers or directors be dismissed; (8) prohibiting the institution from accepting deposits from correspondent banks; (9) requiring the institution to divest certain subsidiaries; (10) prohibiting the payment of principal or interest on subordinated debt; and (11) ultimately, appointing a receiver for the institution.

Supervision and Regulation of First Busey Corporation

General

First Busey Corporation, as the sole stockholder of Busey Bank, is a bank holding company. As a bank holding company, First Busey Corporation is registered with, and subject to regulation, supervision, and enforcement by, the Federal Reserve under the BHCA. First Busey Corporation is legally obligated to act as a source of financial and managerial strength to Busey Bank and to commit resources to support it in circumstances where First Busey Corporation might not otherwise do so. Under the BHCA, First Busey Corporation is subject to periodic examination by the Federal Reserve and is required to file with the Federal Reserve periodic reports of its operations and such additional information regarding First Busey Corporation and Busey Bank as the Federal Reserve may require.

Acquisitions and Activities

The primary purpose of a bank holding company is to control, manage, and provide financial strength for one or more subsidiary banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Pursuant to the BHCA and the Dodd-Frank Act, the Federal Reserve may permit a well capitalized and well managed bank holding company to acquire banks located in any U.S. state, subject to federal deposit concentration limits, applicable nondiscriminatory state deposit-cap laws, and state minimum existence requirements for target banks (not exceeding five years).

First Busey Corporation (BUSE) | 2025 — 20

The BHCA generally prohibits bank holding companies from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any nonbanking entity, and from engaging in any business other than that of banking, managing, and controlling banks, or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999, to be “so closely related to banking ... as to be a proper incident thereto.” This authority permits First Busey Corporation to engage in a variety of banking-related businesses, including, among other things, the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, and mortgage banking and brokerage services. The BHCA does not place formal territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies. In addition to approval from the Federal Reserve in certain circumstances, prior approval for the establishment or acquisition of nonbank subsidiaries of a bank holding company may be required from other agencies, such as agencies regulating the nonbank entity.

Financial Holding Company Election

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking, and any other activity that: (1) the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity; or (2) that the Federal Reserve determines by order to be complementary to any such financial activity, as long as the activity does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally.

First Busey Corporation has elected to operate as a financial holding company. To maintain its status as a financial holding company, First Busey Corporation and Busey Bank must be well capitalized, well managed, and Busey Bank must have a least a satisfactory CRA rating. If the Federal Reserve determines that a financial holding company is no longer well capitalized or well managed, the Federal Reserve will provide a period of time in which to achieve compliance with those requirements once again, but during the period of noncompliance, the Federal Reserve may place any limitations on the financial holding company that it deems appropriate. Furthermore, if the Federal Reserve determines that a financial holding company’s subsidiary bank has not received a satisfactory CRA rating, that financial holding company will not be able to commence any new financial activities or acquire a company that engages in such activities.

Change in Control

Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal banking agency. “Control” is conclusively determined to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may be presumed to arise under certain circumstances between 10% and 24.99% ownership.

Capital Requirements

Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements. For a discussion of capital requirements, see “Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

Dividend Payments

First Busey Corporation's ability to pay dividends to its stockholders may be affected by both general corporate law considerations and the policies and capital requirements of the Federal Reserve applicable to bank holding companies. As a Nevada corporation, First Busey Corporation is subject to the limitations of Nevada law, which prohibits First Busey Corporation from paying a dividend if, after such dividend: (1) First Busey Corporation would not be able to pay its debts as they become due in the usual course of business; or (2) First Busey Corporation’s total assets would be less than the sum of its total liabilities plus any amount that would be needed, if First Busey Corporation were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of stockholders whose rights are superior to the rights of the stockholders receiving the dividend.

First Busey Corporation (BUSE) | 2025 — 21

As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer, or significantly reduce dividends to stockholders if: (1) the company’s net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (2) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (3) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. Finally, the Basel III Rule imposes consolidated capital requirements on banking organizations. As a result, banking organizations must maintain a capital conservation buffer of 2.5% of risk-weighted assets in Common Equity Tier 1 Capital above the minimum risk-based capital requirements to avoid regulatory limits on dividends and other capital distributions. See “Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

Monetary Policy

The monetary policy of the Federal Reserve has a significant effect on the operating results of bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities and changes in the discount rate on bank borrowings. These tools are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may affect interest rates charged on loans or paid on deposits, which may impact the business and operations of First Busey Corporation and Busey Bank.

Federal Securities Regulation

Busey’s common stock is registered with the SEC under the Securities Act and the Exchange Act. Consequently, Busey is subject to the information, proxy solicitation, insider trading, and other restrictions and requirements of the SEC under the Exchange Act.

Corporate Governance/Incentive Compensation

The Dodd-Frank Act addressed many investor protection, corporate governance, and executive compensation matters that affect most U.S. publicly traded companies. It increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and it authorized the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials.

The Dodd-Frank Act also directed the Federal Reserve, together with the other federal banking and financial services agencies, to promulgate rules prohibiting excessive incentive-based compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded. Although several agencies have made repeated efforts to implement rules under this provision of the Dodd-Frank Act—including a proposal issued most recently in May 2024, which was subsequently withdrawn—no final rule has been adopted at this time. Nevertheless, the federal banking agencies have issued interagency guidance on sound incentive compensation practices for banking organizations, reflecting the agencies’ recognition that incentive compensation practices in the financial industry were among the factors contributing to the global financial crisis. The interagency guidance recognizes three core principles for effective incentive compensation plans: (1) appropriately balancing risk and reward; (2) compatibility with effective controls and risk management; and (3) support by strong corporate governance, including active and effective oversight by the organization’s board of directors. Although much of the guidance is directed at larger, complex banking organizations that are expected to maintain systematic and formalized policies and procedures, smaller banking organizations, like Busey, are expected to implement less extensive and less formalized systems pursuant to this guidance.

First Busey Corporation (BUSE) | 2025 — 22

Supervision and Regulation of Busey Bank

General

Busey Bank is an Illinois-chartered bank. Its deposit accounts are insured by the FDIC’s Deposit Insurance Fund to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor, per ownership category. Ongoing policy discussions at the federal level have focused on potential changes to deposit insurance coverage, including possible adjustments to coverage limits, although no changes have been enacted.

As an Illinois-chartered FDIC-insured bank, Busey Bank is subject to the examination, supervision, reporting, and enforcement requirements of the DFPR, its chartering authority. In October 2024, Busey Bank became a member of the Federal Reserve System, and as a result, Busey Bank became subject to the examination, reporting, regulatory, and enforcement requirements of the Federal Reserve. In addition, the FDIC, as administrator of its Deposit Insurance Fund, has regulatory authority over Busey Bank.

Deposit Insurance Assessments

As an FDIC-insured institution, Busey Bank is required to pay deposit insurance premiums to the FDIC. The FDIC uses a risk-based assessment system under which FDIC-insured institutions pay insurance premiums based on their size and risk classification. A bank’s assessment is calculated by multiplying its assessment rate by its assessment base (average consolidated total assets minus its average tangible equity). For institutions like Busey Bank that are considered large banking organizations for this purpose, the assessment rate is based on examination ratings and certain financial measures used to estimate a bank’s ability to withstand stress, and measures of loss to the FDIC in the event of a bank’s failure. The total base assessment rates, effective as of January 1, 2023, currently range from 2.5 bps (for the lowest risk institutions) to 42 bps (for higher risk institutions) on an annualized basis.

At least semi-annually, the FDIC updates its loss and income projections for the Deposit Insurance Fund and, if needed, increases or decreases the assessment rates, following a notice and comment period on proposed rulemaking. For this purpose, the reserve ratio is the Deposit Insurance Fund balance divided by estimated insured deposits. In response to the global financial crisis, the Dodd-Frank Act increased the minimum reserve ratio from 1.15% to 1.35% of the estimated amount of total insured deposits. In its May 2025 report, the FDIC stated that the reserve ratio likely will reach the statutory minimum by the September 30, 2028, deadline and that no adjustments to the base assessment rates are currently projected.

In addition, because the cost of the failures of Silicon Valley Bank and Signature Bank attributable to the systemic risk exception to the Deposit Insurance Fund was approximately $16.7 billion, the FDIC adopted a special assessment for banking organizations with assets of $5 billion or more. The FDIC has been collecting the special assessment over eight quarters, at a quarterly rate of 3.36 bps for the initial seven quarters of the collection period (ending on December 30, 2025) and at a quarterly rate of 2.97 bps for the eighth and final collection period. The quarterly special assessment rate is applied to the special assessment base equal to an FDIC-insured institution’s estimated uninsured deposits for the December 31, 2022, reporting period, adjusted to exclude the first $5 billion in estimated uninsured deposits. Busey Bank, as part of a banking organization with assets of $5 billion or more, is technically subject to the FDIC special assessment; however, it did not have to pay this assessment due to its uninsured deposits being below the $5 billion exclusion threshold.

Supervisory Assessments

All Illinois-chartered banks are required to pay supervisory assessments to the DFPR to fund the operations of that agency. The amount of the assessment is calculated on the basis of each bank’s total assets. During the year ended December 31, 2025, Busey Bank paid supervisory assessments to the DFPR totaling approximately $1.0 million.

Capital Requirements

Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “Item 1. Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

First Busey Corporation (BUSE) | 2025 — 23

Liquidity Requirements

Liquidity is a measure of the ability and ease with which bank assets may be converted to meet financial obligations to pay deposits or other funding sources. Banks are required to implement liquidity risk management frameworks that ensure they maintain sufficient liquidity, including a cushion of unencumbered, high quality, liquid assets to withstand a range of stress events. The level and speed of deposit outflows contributing to the failures of Silicon Valley Bank, Signature Bank, and First Republic Bank in 2023 was unprecedented and contributed to acute liquidity and funding strain on the financial industry, underscoring the importance of liquidity risk management and contingency funding planning by FDIC-insured institutions, like Busey Bank, as highlighted in a 2023 addendum to interagency guidance on funding and liquidity risk management.

Primary roles of liquidity risk management are to: (1) prospectively assess the need for funds to meet obligations; and (2) ensure the availability of cash or collateral to fulfill those needs at the appropriate time by coordinating the various sources of funds available to the institution under normal and stressed conditions. The Basel III Rule includes a liquidity framework that requires the largest insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the liquidity coverage ratio, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The other test, known as the net stable funding ratio, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and to rely on stable funding like core deposits (in lieu of brokered deposits).

Although these tests do not apply to Busey Bank, management continues to review its liquidity risk management framework in light of regulatory and industry developments.

Dividend Payments

The primary source of funds for First Busey Corporation is dividends from Busey Bank. Under Illinois banking law, Illinois-chartered banks generally may pay dividends only out of net profits. The DFPR may restrict the declaration or payment of a dividend by an Illinois-chartered bank. The Federal Reserve Act also imposes limitations on the amount of dividends paid by state member banks, such as Busey Bank. Without Federal Reserve approval, a state member bank may not pay dividends in any calendar year that, in the aggregate, exceed that bank’s calendar year-to-date net income plus the bank’s retained income for the two preceding calendar years.

The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. Notwithstanding the availability of funds for dividends, the Federal Reserve, the FDIC, and the DFPR may prohibit the payment of dividends by Busey Bank, if any of these banking agencies determines that such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, FDIC-insured institutions that want to pay unrestricted dividends must maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer.

State Bank Investments, Activities, and Acquisitions

Busey Bank is permitted to make investments and engage in activities directly or through subsidiaries as authorized by Illinois law. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries from engaging as principal in any activity that is not permitted for a national bank unless the bank meets, and continues to meet, its minimum regulatory capital requirements, and the FDIC determines that the activity would not pose a significant risk to the Deposit Insurance Fund. These restrictions have not had, and are not currently expected to have, a material impact on the operations of Busey Bank.

First Busey Corporation (BUSE) | 2025 — 24

Busey Bank may be required to obtain approval from the DFPR and the Federal Reserve (or in some cases, the FDIC) before engaging in certain acquisitions or mergers under applicable state and federal law. With respect to interstate mergers and acquisitions, for instance, federal law permits state banks to merge with banks in other states subject to: (1) regulatory approval; (2) federal and state deposit concentration limits; and (3) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger. Although prior administrations indicated an intention to increase scrutiny of bank-related mergers and acquisitions, in 2025, the FDIC (as well as the OCC) rescinded certain prior administrative actions on this topic, with the stated goal of streamlining and expediting the regulatory review of certain merger and acquisition applications. Although the Federal Reserve, Busey Bank’s primary federal regulator, has not issued updated policy statements or rules regarding its review process under the Bank Merger Act in recent years, leading Federal Reserve officials have expressed a desire for increased consistency, transparency, and efficiency, where appropriate, in the review of merger and acquisition applications.

Branching Authority

Illinois banks, such as Busey Bank, have the authority under Illinois law to establish branches anywhere in the State of Illinois, subject to receipt of all required regulatory approvals. The Dodd-Frank Act permits well capitalized and well managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments.

Affiliate and Insider Transactions

Busey Bank is subject to certain restrictions imposed by federal law on “covered transactions” between Busey Bank and its “affiliates.” First Busey Corporation is an affiliate of Busey Bank for purposes of these restrictions. Covered transactions subject to these restrictions include extensions of credit to First Busey Corporation, investments in the stock or other securities of First Busey Corporation, and the acceptance of the stock or other securities of First Busey Corporation as collateral for loans made by Busey Bank. The Dodd-Frank Act enhanced these requirements by expanding the definition of “covered transactions” and extending the period for which collateral requirements for such transactions must be maintained.

Certain limitations and reporting requirements also apply to extensions of credit by Busey Bank to its directors and officers, to directors and officers of First Busey Corporation and its subsidiaries, to principal stockholders of First Busey Corporation, and to “related interests” of such directors, officers, and principal stockholders. In addition, federal law and regulations may govern the terms upon which any person who is a director or officer of First Busey Corporation or Busey Bank, or a principal stockholder of First Busey Corporation, may obtain credit from banks with which Busey Bank maintains a correspondent relationship.

Safety and Soundness Standards/Risk Management

The federal banking agencies have adopted operational and managerial standards to promote the safety and soundness of FDIC-insured institutions. The standards apply to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality, and earnings.

These safety and soundness standards generally prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. Although regulatory standards do not have the force of law, if an FDIC-insured institution operates in an unsafe and unsound manner, its primary federal regulator may require the submission of a plan to achieve and maintain compliance. Failure to submit an acceptable compliance plan, or to implement an approved plan in any material respect may result in a formal agency order directing the institution to cure the deficiency. Until such deficiency is resolved, the agency may restrict the institution’s rate of growth, require additional capital, limit deposit rates, or take other corrective action as deemed appropriate. Noncompliance with safety and soundness principles also may constitute grounds for other enforcement action by the federal banking agencies, including cease and desist orders and civil money penalty assessments.

First Busey Corporation (BUSE) | 2025 — 25

The federal banking agencies have emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of FDIC-insured institutions. In 2025, however, the agencies signaled a shift toward focusing on the identification and management of material financial risks, rather than primarily on adherence to prescriptive operational processes. Although effective risk management, internal controls, and board and management oversight remain important, supervisory attention may increasingly center on whether specific practices pose material harm to the institution’s financial condition or create a risk of loss to the Deposit Insurance Fund. Despite this potential shift in focus, the banking agencies continue to evaluate a broad spectrum of risks, including, but not limited to, credit, market, liquidity, operational, and legal risk—emphasizing their potential impact on safety and soundness. Notably, the federal banking agencies have indicated that they intend to remove reputation risk from consideration, citing concerns about its use in restricting banking services to certain industries or groups. The key risk themes identified by Busey for 2025 are discussed under “Item 1A. Risk Factors” below.

Busey Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and comprehensive internal controls. The federal banking agencies also have released specific risk management guidance on certain topics, including third-party relationships, in response to the proliferation of relationships between banking organizations and financial technology companies (although the guidance applies more broadly).

Privacy and Cybersecurity

Busey Bank is subject to numerous U.S. federal and state laws and regulations aimed at protecting non-public, personal and other confidential information of its customers. These laws require Busey Bank to periodically disclose its privacy policies and practices regarding the sharing of non-public customer information and, in certain circumstances, permit consumers to opt out of the sharing of information with unaffiliated third parties. They also limit Busey Bank’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. In addition, Busey Bank is required to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information. These security and privacy policies and procedures, for the protection of personal and confidential information, are in effect across all businesses and geographic locations.

Busey Bank and First Busey Corporation also are subject to a number of federal and state laws and regulations requiring notifications and disclosures regarding certain cybersecurity incidents. In addition, Busey Bank must consider and address cybersecurity considerations and risks as part of its risk management processes, including implementing and maintaining appropriate safeguards, monitoring and testing systems, and overseeing the cybersecurity practices of its service providers. Regulatory guidance emphasizes that cybersecurity should be integrated into overall enterprise risk management and business continuity planning.

Federal Home Loan Bank System

Busey Bank is a member of the FHLB, which serves as a central credit facility for its members. The FHLB is funded primarily from proceeds from the sale of obligations of the FHLB system. It makes loans to member banks in the form of FHLB advances. All advances from the FHLB are required to be fully collateralized as determined by the FHLB.

Community Reinvestment Act Requirements

The CRA imposes on Busey Bank a continuing and affirmative obligation, consistent with safe and sound operations, to help meet the credit needs of the entire community, including low- and moderate-income neighborhoods. Federal banking agencies regularly assess Busey Bank’s record of meeting these credit needs through periodic CRA examinations. Busey Bank’s CRA ratings derived from these examinations can have significant impacts on the activities in which Busey Bank and First Busey Corporation may engage. For example, a low CRA rating may impact the review of applications for acquisitions by Busey Bank, or Busey’s financial holding company status.

In 2023, the federal banking agencies issued a final rule intended to strengthen and modernize the CRA regulations (the "CRA Rule"). The CRA Rule was subsequently challenged in court, which affected its implementation. In 2025, the federal banking agencies issued a proposed rule to rescind the CRA Rule and reinstate the prior CRA regulatory framework adopted in 1995.

First Busey Corporation (BUSE) | 2025 — 26

In 2022, Busey Bank, as an Illinois chartered bank, became subject to state-level CRA standards, following passage of the Illinois Community Reinvestment Act. As a result, in addition to federal CRA examinations, the DFPR also assesses Busey Bank’s record of meeting the credit needs of its communities. Similar to the potential impact under the federal CRA regime, Busey Bank’s Illinois Community Reinvestment Act performance may affect applications for additional acquisitions or activities.

Anti-Money Laundering/Countering the Financing of Terrorism/Sanctions

The Bank Secrecy Act is a U.S. federal statutory framework, as amended and supplemented by additional laws and implemented through regulations, which is designed to combat money laundering, the financing of terrorism, and other illicit financial activity. The Bank Secrecy Act and related anti-money laundering/countering the financing of terrorism (“AML/CFT”) laws and regulations are intended to prevent terrorists and criminals from accessing the U.S. financial system and have significant implications for FDIC-insured institutions and other businesses involved in the transmissions of funds. Together, this regulatory framework provides a foundation to promote financial transparency and deter and detect efforts to misuse the U.S. financial system to launder criminal proceeds, finance terrorist acts, or facilitate other illicit conduct. The Bank Secrecy Act and related regulations require financial institutions to establish and maintain policies and procedures for addressing: (1) customer identification and customer due diligence; (2) the prevention and detection of money laundering and terrorist financing; (3) the identification and reporting of suspicious activities and certain currency transactions; (4) compliance with laws relating to currency crimes; and (5) cooperation with law enforcement authorities. Busey Bank also must comply with stringent economic and trade sanctions regimes administered and enforced by the Office of Foreign Assets Control.

Although core AML/CFT statutory requirements and regulatory expectations remain unchanged, federal banking agencies and the Financial Crimes Enforcement Network appear to be pursuing efforts to modernize and streamline AML/CFT compliance through a more risk-based approach. These efforts include revised examination expectations, increased focus on program effectiveness, and initiatives intended to reduce unnecessary compliance burden where institutions can demonstrate strong risk governance and effective controls.

Concentrations in Commercial Real Estate

Concentration risk exists when FDIC-insured institutions allocate a disproportionate amount of assets to a single industry or economic segment. Concentration in CRE lending is one area of regulatory focus that has, in recent years, been subject to additional scrutiny by federal banking agencies as well as the SEC for publicly-traded banking organizations. The interagency CRE Guidance provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant CRE loan concentrations that may warrant greater supervisory scrutiny. These indicators include: (1) total CRE loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or (2) construction and land development loans exceeding 100% of capital. The CRE Guidance does not establish binding limits on CRE lending activities, but rather is intended to inform supervisory assessments of whether an institution’s risk profile, earnings capacity, and capital levels are commensurate with its CRE exposure.

In recent years, the federal banking agencies have issued statements to reinforce prudent risk-management practices related to CRE lending, in response to observed growth in many CRE markets, increased competitive pressures, rising CRE concentrations, and an easing of CRE underwriting standards. In other statements, the federal banking agencies have reminded FDIC-insured institutions to maintain underwriting discipline and to identify, measure, monitor, and manage the risks arising from CRE lending, including by holding capital commensurate with those risks. As of December 31, 2025, Busey Bank did not exceed these guidelines.

Consumer Financial Services

The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including Busey Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. Busey Bank is under CFPB oversight for consumer banking transactions.

First Busey Corporation (BUSE) | 2025 — 27

In response to mortgage-related abuses that contributed to the global financial crisis, the Dodd-Frank Act and CFPB rulemaking significantly expanded underwriting, disclosure, and anti-predatory lending requirements for residential mortgage loans, including by imposing ability-to-repay standards and establishing a presumption of compliance for certain “qualified mortgages.” The CFPB has continued to refine these requirements through additional rulemaking addressing qualified mortgages ability-to-repay standards.

Over the last several years, the CFPB has taken an aggressive approach to the regulation and supervision, where applicable, of providers of consumer financial products and services. However, more recently, changes in leadership and policy direction at the CFPB have led to: (1) shifts in regulatory priorities, including the rescission or reconsideration of certain CFPB guidance and rules; (2) a reduction in CFPB enforcement activity; and (3) constraints on the CFPB’s budget and resources, although the CFPB continues to retain statutory authority to administer, supervise, and enforce federal consumer financial protection laws. In addition, state banking and other financial services regulatory agencies retain authority to administer and enforce state consumer financial protection laws, which may apply to Busey Bank, and could increase supervisory or enforcement activity in response to changes in federal regulatory priorities.

Consumer protection rules have an impact on Busey Bank’s operations, including by increasing compliance costs and potentially negatively affecting earnings. Busey Bank also must comply with certain state consumer protection laws and requirements in the states in which it operates.

SECURITIES AND EXCHANGE COMMISSION REPORTING AND OTHER INFORMATION

Busey makes its Annual Reports, Quarterly Reports, Current Reports, and any amendments thereto available, free of charge, on its website at busey.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. Reference to Busey’s website does not constitute incorporation by reference of the information contained on the website and it should not be considered part of this document.

The SEC maintains an internet site at sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, and from which Busey’s SEC filings may be accessed.

NON-GAAP FINANCIAL INFORMATION

This Annual Report contains certain financial information determined by methods other than in accordance with GAAP. Management uses these non-GAAP financial measures and non-GAAP ratios, together with the related GAAP financial measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring items and provide additional perspective on Busey’s performance over time.

Non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for the results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated federal income tax rates or effective tax rates as noted with the tables below.

The following tables present reconciliations between these non-GAAP measures and what management believes to be the most directly comparable GAAP financial measures.

First Busey Corporation (BUSE) | 2025 — 28

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Pre-Provision Net Revenue and Related Measures

(dollars in thousands)

1. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.

First Busey Corporation (BUSE) | 2025 — 29

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Adjusted Net Income, Average Tangible Common Equity, and Related Ratios

(dollars in thousands, except per share amounts)

1. The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Consolidated Statements of Income.

2. In the second quarter of 2025, Busey recorded an adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new Current Expected Credit Losses model.

3. Tax benefits were calculated by using tax rates of 26.3%, 24.9%, and 20.4% for the years ended December 31, 2025, 2024, and 2023, respectively.

4. A deferred valuation tax adjustment in 2025 was recorded in connection with the CrossFirst acquisition. Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible compensation and acquisition-related expenses. A deferred tax valuation adjustment in 2024 resulted from a change to Busey’s Illinois apportionment rate due to recently enacted regulations. Deferred tax adjustments are reflected within the income taxes line on the Consolidated Statements of Income.

5. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and one-time deferred tax valuation adjustments.

First Busey Corporation (BUSE) | 2025 — 30

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin

(dollars in thousands)

1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.

First Busey Corporation (BUSE) | 2025 — 31

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, and Efficiency Ratios

(dollars in thousands)

1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.

2. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense. This change affects all measures and ratios derived from total noninterest expense.

First Busey Corporation (BUSE) | 2025 — 32

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Tangible Assets, Tangible Common Equity, and Related Measures and Ratio

(dollars in thousands, except per share amounts)

1. Beginning in 2025, Busey revised its calculation of tangible assets and tangible common equity for all periods presented to exclude any tax adjustment.

Core Deposits and Related Ratio

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 33

This section highlights the risks management believes could adversely affect Busey’s financial performance. Additional risks that could affect Busey adversely and cannot be predicted may arise at any time. Further, risks that are immaterial at this time may have an adverse impact on Busey’s future financial condition.

Contents of Item 1A. Risk Factors

ECONOMIC AND MARKET RISKS

Economic and financial market conditions, including conditions in the states in which it operates, may adversely affect Busey’s business.

Busey’s general financial performance is highly dependent upon the business environment in the markets where it operates and, in particular, the ability of borrowers to pay interest on, and repay principal of, outstanding loans, and the value of collateral securing those loans, as well as demand for loans and other products and services it offers. A favorable business environment is characterized by, among other factors, economic growth, efficient capital markets, low and stable inflation, full employment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability, or increases in the cost, of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors. Current conditions reflect elevated interest rates and persistent inflation above the Federal Reserve’s 2% target, which continue to pressure borrowing costs and consumer confidence. Fiscal imbalances, including a large federal deficit and rising debt-service obligations, add longer-term uncertainty. Geopolitical conflicts across the globe, including conflicts in the Middle East, the Russian invasion of Ukraine, and the recent military activity in Venezuela, sustain volatility in energy and trade markets, while domestic labor markets remain tight in key sectors despite slowing job growth. Supply chain disruptions, though improved, persist due to structural and geopolitical factors. Policy uncertainty—including tariffs, immigration enforcement, and regulatory changes—further complicates planning. These factors may adversely affect Busey’s business, financial condition, results of operations, and growth prospects.

Shifts in consumer and business behavior during economic uncertainty may impact Busey’s business.

Uncertainty regarding economic conditions may result in changes in consumer and business spending, borrowing, and savings habits. Downturns in the markets where Busey’s banking operations occur could result in a decrease in demand for Busey’s products and services, an increase in loan delinquencies and defaults, high or increased levels of problem assets and foreclosures, and reduced wealth management fees resulting from lower asset values. Such conditions could adversely affect Busey’s asset quality, financial condition, and results of operations.

Regional economic vulnerabilities may heighten risks.

Busey conducts banking operations across ten states, including Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico, with a focus in the major metropolitan areas in these states, which can be more susceptible to economic cycles, real estate market volatility, and localized downturns. Urban markets often experience sharper volatility in employment, housing demand, and commercial development, which can affect credit quality and loan demand. These regional and metropolitan exposures could adversely impact Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 36

Changes in interest rates and yield‑curve dynamics may compress net interest margin, affect asset valuations, and create liquidity pressures.

Busey’s financial performance depends heavily on the level, direction, and volatility of interest rates. Movements in short‑term or long‑term rates—and changes in the shape of the yield curve—may materially affect net interest income and the value of interest‑earning assets and funding sources. Rising rates can increase funding costs faster than earning‑asset yields reprice, compressing net interest margin, reducing fair values of fixed‑rate assets, and slowing loan demand. Conversely, declining rates may reduce yields on loans and securities more quickly than deposit costs decline, accelerate prepayments on fixed‑rate loans and securities, and require reinvestment at lower rates. In addition, inverted or flattened yield curves may limit opportunities to profitably deploy funds and can discourage borrowers from seeking longer‑term credit. Busey’s interest‑rate risk management strategies may not fully mitigate these impacts. Sustained interest‑rate volatility, rapid shifts in the yield curve, or an inability to effectively manage interest‑rate sensitivity could materially and adversely affect Busey’s net interest income, liquidity position, financial condition, and results of operations.

REGULATORY AND LEGAL RISKS

Changes in government policies and regulatory frameworks could adversely affect operations and profitability.

The banking regulatory environment is a complex mix of increased deferment to local regulatory authorities relative to international rulemaking, adapting to digital innovation (e.g., AI, digital assets, etc.), and potential easing of federal regulatory oversight. Key risks in 2026 include implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act, managing fintech/crypto risks, and evolving technological, geopolitical, and economic pressures, all requiring an agile regulatory management system.

More specifically, Busey Bank's focus on commercial banking and wealth management increases risk for customers to seek out opportunities in digital assets and real time payments, requiring enhanced risk oversight and compliance practices to ensure rapid adoption when appropriate.

In addition, the geopolitical risk from global conflicts increases the operational burden of complying with dynamic sanctions placed and eased on various foreign countries, foreign nationals, and foreign companies despite limited exposure to foreign customers and transactions. These evolving regulatory, technological, and geopolitical dynamics could increase compliance costs, operational complexity, and strategic risk for the Company, which in turn could adversely affect Busey’s financial condition and results of operations.

Evolving privacy, data protection, and information security laws and regulations present operational and legal challenges.

In the normal course of business, Busey collects, processes, and retains sensitive and confidential information regarding its customers, and Busey’s collection and handling of such information is subject to regulatory scrutiny. There has been a heightened legislative and regulatory focus on privacy, data protection, and information security. New or revised laws and regulations, including with respect to the use of artificial intelligence by financial institutions and service providers, may significantly impact Busey’s current and planned privacy, data protection, and information security-related practices; the collection, use, retention, and safeguarding of customer and employee information; and current or planned business activities. Compliance with current or future privacy, data protection, and information security laws could result in higher compliance and technology costs and could restrict Busey’s ability to provide certain products and services, which could materially and adversely affect Busey’s business, financial condition, and results of operations.

Laws impacting cannabis-related businesses may have an impact on Busey’s operations and risk profile.

Executive Order 14370, "Increasing Medical Marijuana and Cannabidiol Research," directs federal agencies to work towards rescheduling marijuana from Schedule I to Schedule III under the Controlled Substances Act. This includes instructing the Attorney General to expedite the rulemaking process, following a Department of Justice proposed rule based on a Health and Human Services recommendation that marijuana has an accepted medical use. The executive order itself does not change cannabis's legal status under the Controlled Substances Act; it only directs the Attorney General to expedite the formal rulemaking process. The outlook is encouraging more commercial investment into cannabis related businesses with anticipation of rescheduling of cannabis.

First Busey Corporation (BUSE) | 2025 — 37

It is Busey Bank’s current practice to avoid knowingly providing banking products or services to entities or individuals that: (1) directly or indirectly manufacture, distribute, or dispense marijuana or hemp products, or those with a significant financial interest in such entities; or (2) derive a material amount of revenue from providing products or services to, or other involvement with, such entities. Busey Bank uses reasonable measures, including appropriate new account screening and customer due diligence measures, to ensure that existing and potential customers that operate in the states in which the Bank operates do not engage in any such activities. Nonetheless, shifts in state laws legalizing cannabis use and decriminalizing possession have increased the number of direct and indirect cannabis-related businesses in the states in which Busey operates, and therefore increases the likelihood that Busey Bank could interact with such businesses, as well as their owners and employees. Such interactions could create additional legal, regulatory, strategic, and reputational risk to Busey Bank and First Busey Corporation. Any such legal, regulatory, or reputational exposure could adversely affect Busey’s financial condition and results of operations.

Busey is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations, and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

Busey may be subject to lawsuits, governmental inquiries, or self-regulatory reviews. These proceedings could result in penalties, adverse judgments, or operational restrictions. While accruals are established for legal contingencies when losses are probable and estimable, outcomes may exceed these amounts, and accordingly, Busey’s ultimate losses may be higher, possibly significantly so, than the amounts accrued for legal loss contingencies, which may materially and adversely affect Busey’s financial condition and results of operations.

See “Note 18. Outstanding Commitments and Contingent Liabilities” in the Notes to the Consolidated Financial Statements for information regarding an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State.

CREDIT AND LENDING RISKS

Heightened credit risk associated with lending activities may result in insufficient credit loss provisions, which could have material adverse effects on Busey’s results of operations and financial condition.

Busey’s lending activities involve inherent risks, including borrower nonpayment, fluctuations in collateral value, and the effects of economic and market conditions. These risks have been amplified by certain economic factors, such as elevated interest rates above the Federal Reserve’s 2% target, inflationary pressures, tariffs, geopolitics, and increased economic uncertainty. Busey employs rigorous underwriting standards, monitors portfolio performance, including industry and geographic loan concentrations, and conducts both internal and external independent loan reviews to mitigate these risks. Additionally, Busey leverages stress testing at both the borrower and portfolio levels to proactively identify potential vulnerabilities. Despite these efforts, credit risks cannot be eliminated, and increased borrower stress could lead to increased delinquencies, non-performing loans, higher ACL provisions, and charge-offs.

Busey establishes the ACL based on detailed analyses of the loan portfolio and broader market conditions, incorporating forward-looking forecasts and management judgments. While management considers the ACL adequate to absorb probable losses, unforeseen economic disruptions or borrower-specific events could necessitate additional provisions and adversely affect Busey’s financial condition and results of operations.

Elevated levels of non-performing assets could reduce Busey’s profitability and strain operational resources.

Non-performing assets negatively impact Busey’s financial condition through lost interest income, increased loan administration costs, and adverse effects on efficiency ratios. The resolution of these assets demands significant management attention and regulatory compliance, which can divert resources from other priorities. Non-performing loans and OREO properties elevate Busey’s risk profile and require ongoing vigilance to minimize financial and operational disruptions, which may adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 38

Loan concentrations in volatile markets could increase Busey’s exposure to adverse economic conditions and heighten credit risk.

Busey may face elevated credit risks, or experience increased credit losses, when its loan portfolio is concentrated by loan type, industry segment, borrower characteristics, or the geographic location of borrowers or collateral. CRE is a significant component of Busey’s loan portfolio and is inherently sensitive to broader economic and market fluctuations. Busey’s CRE portfolio primarily consists of (1) owner occupied CRE and (2) non-owner occupied CRE, each with distinct risk profiles:

• Owner occupied CRE: Repayment of owner occupied CRE loans depends on the financial performance and operational stability of the business occupying the property. Financial stress, cash flow constraints, or operational disruptions at the borrower level may impair repayment capacity. However, these loans may benefit from the borrower’s incentive to maintain the property to support its ongoing business operations.
• Non-owner occupied CRE: Non-owner occupied CRE loans rely on rental income generated by third party tenants. These loans are more vulnerable to changes in market demand, tenant turnover, rising vacancy rates, reduced rental income, and potential regulatory shifts affecting commercial leasing or property use. Economic downturns or weakened tenant performance can materially impact the borrower’s ability to meet repayment obligations.

If concentrations within the loan portfolio are not effectively monitored and managed, Busey could face heightened credit losses, increased earnings volatility, and reduced capital flexibility, which could materially and adversely affect its financial condition and results of operations.

Busey’s commercial lending activities expose it to repayment risks that may increase during periods of economic stress.

Busey primarily underwrites commercial loans based on the borrower’s projected cash flows, with collateral serving as secondary support. Credit enhancements—such as pledged collateral and personal guarantees—are often used to improve the likelihood of repayment. However, repayment capacity, particularly for loans secured by accounts receivable, may depend heavily on the borrower’s ability to collect payments from its own customers. During periods of economic stress or industry‑specific downturns, borrowers may experience weakened collections, which can elevate repayment risk.

Collateral securing commercial loans may depreciate over time, be difficult to accurately value, or fluctuate in response to changes in the borrower’s financial condition or business performance. Given the size of certain commercial loan exposures and the often less‑marketable nature of related collateral, even a limited number of credit losses within this portfolio could result in a disproportionately negative impact on the Company.

Failure to effectively manage these risks could lead to higher credit losses, reduced asset quality, and increased operational costs, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Construction, land acquisition, and development loans involve heightened risks that could adversely affect Busey’s credit performance.

Construction, land acquisition, and development lending carries additional risk because loan proceeds are advanced based on the projected value of a property that will not be realized until the project is completed. In periods of declining real estate markets conditions, construction costs may exceed expected values, resulting in diminished collateral coverage. Due to uncertainties in estimating total construction costs, timelines, and the ultimate market value of the completed property—and given the potential impact of zoning, permitting, environmental requirements, and other governmental regulations—accurately assessing required funding levels and the resulting loan‑to‑value ratio can be difficult.

First Busey Corporation (BUSE) | 2025 — 39

Repayment of these loans is often dependent on the successful completion and stabilization of the project, including the borrower’s ability to sell or lease the property, rather than solely on the borrower’s or guarantor’s financial capacity. If Busey’s appraisal of the completed project proves overstated, or if market values or rental rates decline, the collateral securing the loan may be insufficient at completion. In the event of default, foreclosure prior to or at completion may not result in full recovery of principal, interest, or associated foreclosure and holding costs, and Busey may be required to advance additional funds to complete the project or retain the property for an extended period.

Failure to effectively manage these risks could result in increased nonperforming assets, elevated expenses, and higher credit losses, which could materially and adversely affect Busey’s financial condition and results of operations.

Credit exposure to the energy industry may increase Busey’s vulnerability to sector-specific volatility.

Busey has limited credit exposure to energy-related loans across its western markets and throughout the United States. A downturn or prolonged stagnation in the energy sector could adversely affect borrowers engaged in energy production, services, and related activities, potentially resulting in higher delinquencies and increased charge‑offs. Pricing pressures on oil and natural gas may also contribute to elevated credit stress within the energy portfolio, higher loss expectations, greater utilization of unfunded commitments, and reduced demand for new energy-related credit.

Sustained uncertainty and price volatility in the energy sector may produce additional adverse effects that are difficult to quantify, and responses to climate change—whether through regulation, market shifts, or technological transition—may further weaken the financial condition of Busey’s energy‑sector clients, thereby increasing associated credit risk.

Failure to effectively manage these exposures could lead to increased nonperforming assets, greater operational costs, and higher credit losses, any of which could materially and adversely impact Busey’s financial condition and results of operations.

Credit quality deterioration in investment securities may result in significant realized losses, impacting Busey’s financial performance.

Busey’s investment portfolio includes securities issued by government-sponsored agencies and non-government entities. While these securities offer portfolio diversification, they are subject to risks such as credit downgrades, collateral underperformance, and issuer defaults. These factors could result in realized losses, negatively impacting Busey’s financial condition and results of operations.

CAPITAL AND LIQUIDITY RISKS

Failure to maintain sufficient capital to meet regulatory requirements could have material adverse effects on financial condition, liquidity, results of operations, and regulatory compliance.

Busey is required to satisfy regulatory capital standards and to maintain sufficient liquidity to support ongoing operations and strategic objectives. Its ability to raise additional capital when needed depends on conditions in the capital markets, broader economic trends, investor sentiment toward the banking industry, governmental actions, and other factors outside Busey’s control, as well as Busey’s own financial performance and condition. As a result, Busey cannot guarantee that it will be able to obtain additional capital on favorable terms, or at all, if circumstances require it.

Failure to maintain capital ratios at levels sufficient to be considered “well‑capitalized” for regulatory purposes could negatively affect customer confidence, constrain growth opportunities, increase funding costs, raise FDIC insurance premiums, restrict the ability to pay dividends, limit acquisition capacity, and otherwise adversely affect business operations. In addition, under FDIC regulations, if Busey no longer meets the standards to be deemed “well‑capitalized,” it may face restrictions on the interest rates it may pay on deposits and on its ability to accept, renew, or roll over deposits, particularly brokered deposits.

Failure to effectively manage capital and liquidity levels could result in higher funding costs, reduced operational flexibility, and diminished competitive positioning, any of which could materially and adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 40

Liquidity risks could affect operations and jeopardize Busey’s business, financial condition, and results of operations.

Maintaining sufficient liquidity is essential to Busey’s business model and ongoing operations. Busey relies on a variety of funding sources—including deposits, borrowings, sales or maturities of securities, loan sales, and operating cash flows—to support lending activity, meet obligations, and manage daily liquidity needs. Additional liquidity is available through repurchase agreements, brokered deposits, and borrowing capacity with the FHLB and the Federal Reserve Bank. An inability to access these funding sources in adequate amounts or on acceptable terms could materially impair liquidity.

Access to funding may be negatively affected by factors specific to Busey, as well as broader conditions in the banking industry or the economy, many of which are beyond Busey’s control. Increasing competition from large banks and fintech firms for retail deposits may further pressure Busey’s ability to attract and retain deposits, which could adversely affect liquidity.

A reduction in available funding or capital could constrain Busey’s ability to originate new loans, purchase investment securities, meet operating expenses, satisfy deposit withdrawal demands, or pay dividends to stockholders. Failure to effectively manage liquidity needs could materially and adversely affect Busey’s liquidity position, overall financial condition, and results of operations.

Busey may face challenges accessing contingent liquidity during times of market stress.

Busey’s ability to access contingent liquidity during periods of market stress depends on its operational readiness to utilize central‑bank and other secured funding facilities. Operational readiness includes maintaining current and complete legal documentation, ensuring proper internal controls and procedures, and pre-positioning eligible collateral with the Federal Reserve Banks or other liquidity providers. The Federal Reserve periodically updates collateral requirements, valuation methodologies, and margin schedules, which can affect the type and value of assets considered eligible for borrowing. Institutions that regularly pre‑pledge collateral and test operational access have been observed to access the Federal Reserve’s discount window more promptly during periods of financial stress, thereby reducing liquidity pressures and stabilizing funding profiles. Failure to maintain adequate preparedness—including insufficient collateral, incomplete documentation, or inadequate operational testing—could limit Busey’s ability to access these facilities when needed, increase the cost of contingent funding, and heighten the risk of liquidity shortfalls. Any such limitations could materially and adversely affect Busey’s liquidity position, financial condition, results of operations, and ability to meet its obligations as they come due.

COMPETITIVE AND STRATEGIC RISKS

If securities or industry analysts do not publish or cease publishing research reports about Busey, if they adversely change their recommendations regarding Busey’s stock, or if Busey’s operating results do not meet their expectations, the price of Busey’s stock could decline.

The trading market for Busey’s common stock is significantly influenced by research and reports from industry analysts. Limited or negative analyst coverage could reduce the stock’s demand, market price, and trading volume. Downgrades, unfavorable comparisons with competitors, or operating results that fall short of analyst’s expectations may further negatively affect stock performance. The cessation of analyst coverage could exacerbate these challenges, diminishing interest in Busey’s stock and affecting stock performance.

Busey faces significant competition from traditional financial institutions and emerging non‑bank competitors threatening market share.

Busey operates in highly competitive markets across its geographic footprint, competing with national and regional banks, community banks, credit unions, and a range of non‑bank financial services providers, including fintech companies offering digital‑first products and platforms. Advances in financial technology have enabled non‑banks and large technology firms to provide services historically offered by regulated financial institutions, such as payment processing, credit products, and deposit‑like alternatives.

First Busey Corporation (BUSE) | 2025 — 41

Innovations including digital wallets, peer‑to‑peer lending platforms, and blockchain‑enabled financial services continue to reshape customer expectations and may increase the risk of disintermediation. To remain competitive, Busey must continue to invest in technology, enhance digital capabilities, and respond to evolving customer preferences.

Failure to effectively manage competitive pressures could result in reduced loan and deposit balances, lower fee income, and diminished profitability, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Rapid technological change, digital innovation, and emerging artificial intelligence capabilities present competitive, operational, and compliance risks.

The financial services industry is undergoing significant digital transformation, requiring continual investment to meet evolving customer expectations for convenience, personalization, security, and speed. Failure to effectively adopt, integrate, or govern new technologies—including generative AI—may impair Busey’s ability to attract and retain customers, compete with technologically advanced financial firms, or achieve anticipated efficiencies. The increasing use of artificial intelligence across the industry also introduces risks related to cybersecurity, data privacy, intellectual property, fraud prevention, model governance, and evolving regulatory requirements. Generative AI, in particular, enables more sophisticated impersonation, social‑engineering, and fraud schemes, increasing the need for robust controls, monitoring, and oversight.

Busey relies on third‑party technology providers for critical functions, and deficiencies in their performance, security practices, or Busey’s oversight could result in operational disruptions, service interruptions, or compliance failures. Inadequate management of these technology‑related risks—including risks arising from rapid adoption of artificial intelligence—could lead to operational inefficiencies, elevated costs, regulatory exposure, diminished competitiveness, or cybersecurity incidents, and could materially and adversely affect Busey’s financial condition and results of operations.

Acquisitions and strategic combinations are important to Busey’s growth strategy, but they involve significant regulatory, operational, financial, and strategic risks.

Acquisitions and strategic combinations offer opportunities to expand market presence, diversify revenue streams, and enhance operational scale. However, acquisitions inherently involve significant uncertainties and risks. Each transaction requires extensive evaluation of financial, operational, cultural, and regulatory factors, and Busey must successfully integrate acquired operations while maintaining service quality, customer relationships, and internal controls. The execution and integration challenges associated with acquisitions can affect multiple areas of the business. These risks may be heightened by differences in business models, product offerings, compliance programs, or organizational cultures between Busey and the acquired institution.

Regulatory Approvals and Conditions:

• Bank mergers and acquisitions require approvals from multiple regulators and may be delayed, conditioned, or denied.
• Approvals may impose restrictions on operations, capital, or business practices that reduce expected benefits.
• Timing uncertainty around regulatory processes can increase integration costs and execution risk.

Due Diligence Limitations and Legacy Liabilities:

• Pre‑closing diligence has inherent limits and may not identify all credit, operational, legal, tax, compliance, Bank Secrecy Act and Anti-Money Laundering regulations, fair lending, environmental, or cybersecurity issues.
• Post‑closing discovery of legacy risks, including litigation, contractual obligations, off‑balance‑sheet exposures, or regulatory remediation, can increase costs and reduce anticipated returns.

First Busey Corporation (BUSE) | 2025 — 42

Integration, Technology, Data, and Cybersecurity:

• Integrating systems, data, processes, models, and vendors is complex and may create operational disruptions or control gaps.
• Data conversions and core or digital platform migrations present risks related to data integrity, customer experience, and business continuity.
• Integration periods can heighten vulnerability to cyber incidents, fraud, and third‑party risk, including from new or inherited vendors.

Customer, Cultural, and Talent Retention:

• Harmonizing organizational cultures and compensation structures is challenging and may affect morale and productivity.
• Loss of key personnel or relationship managers, or deterioration in customer experience, can lead to client attrition and reduced business volumes.
• Retention and severance arrangements may increase expenses and dilute near‑term results.

Credit Quality, Valuation, and Purchase Accounting:

• Acquired portfolios may perform below expectations due to borrower‑specific, collateral, or concentration risks, among others.
• Fair value marks, credit loss allowances, and other purchase accounting adjustments may be larger than expected and affect earnings.
• Subsequent adverse performance could require additional provisions, write‑downs, or other valuation adjustments.

Financing, Capital, and Dilution:

• Transactions may require new debt or equity financing, increasing leverage, reducing liquidity, or diluting existing stockholder positions.
• Use of capital for acquisitions may reduce flexibility for other strategic investments or stockholder returns.
• Financing terms, covenants, or market conditions may limit post‑closing operating discretion.

Contractual, Legal, and Reputational Risk:

• Change‑of‑control provisions in customer, vendor, or employment contracts may trigger renegotiations, terminations, or penalties.
• Disputes, litigation, or claims related to the transaction or legacy activities may arise.
• Missteps in execution can damage brand and stakeholder trust, affecting customer acquisition and retention.

Internal Controls, Compliance, and Governance:

• Integrating control environments, policies, and risk management frameworks—including compliance with the Sarbanes-Oxley Act of 2002 and model risk management—may expose gaps or require material remediation efforts.
• Misalignment in risk appetite or governance practices can impair decision‑making and oversight.

First Busey Corporation (BUSE) | 2025 — 43

Synergies, Timing, and Strategic Fit:

• Cost savings, revenue synergies, and strategic benefits may be smaller than projected, take longer to realize, or not materialize.
• Management distraction during the transaction and integration phases can adversely affect ongoing operations and strategic execution.
• Market availability and pricing of targets may limit opportunities or require terms that reduce expected returns.

Goodwill and Intangible Assets:

• Acquisitions typically result in goodwill and other intangibles, which are subject to periodic assessments and potential impairment.
• Any impairment charges could negatively affect reported earnings.

The risks above can lead to higher operating and integration costs, reduced revenue, credit losses, increased provisions, system and control remediation expenses, customer attrition, litigation, regulatory burdens, capital strain, and dilution. Individually or in the aggregate, these factors could disrupt operations, reduce profitability, and impair capital and liquidity, any of which could materially and adversely affect Busey’s financial condition and results of operations.

Introduction of new products and services carries financial and strategic risks.

Busey strives to serve customers with a competitive product set and relevant services. While introducing new lines of business or innovative products and services supports this goal, these efforts carry inherent risks. Competitive pressures, underdeveloped markets, or unforeseen challenges can lead to delayed timelines and missed profitability targets. Significant investments in technology and marketing may not yield the desired outcomes. These risks may materially adversely affect Busey’s financial condition and results of operations.

The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey.

The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey. While Busey does not currently offer digital asset products such as cryptocurrencies or stablecoins, increasing global adoption of digital assets and distributed‑ledger technologies continues to influence customer expectations and competitive dynamics. Recent U.S. legislative and regulatory initiatives—including the enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act in 2025, which establishes federal standards for payment stablecoin issuers, and ongoing Congressional efforts to finalize broader crypto‑market structure legislation such as the Digital Asset Market Clarity Act—signal a shift toward more comprehensive oversight of digital‑asset activities.

These regulatory developments may affect Busey even without offering digital‑asset products, including through increased expectations related to cybersecurity, anti‑money‑laundering controls, sanctions compliance, custody arrangements, data governance, and vendor‑risk management.

The competitive landscape is also evolving as traditional financial institutions, fintech companies, and technology firms leverage innovations such as stablecoin‑based payments, blockchain settlements, and digital‑wallet ecosystems. These developments may accelerate disintermediation risks or shift customer behavior toward alternative financial platforms that offer new capabilities, higher transaction speeds, or programmable payment features. To remain competitive, Busey must assess emerging technologies, invest in modern infrastructure, and maintain the flexibility to scale operational capabilities in response to changing market demand. Failure to do so could impede Busey’s ability to offer competitive products, attract and retain customers, or respond to strategic opportunities.

Inadequate oversight or adaptation to these developments could lead to increased operational complexity, reduced competitiveness, and financial impacts that materially and adversely affect Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 44

ACCOUNTING AND TAX RISKS

Financial statements are created, in part, using estimates, assumptions, and management judgments, which, if incorrect, could result in material misstatement and adverse effect on Busey’s financial position.

Busey’s financial performance is impacted by accounting principles, policies, and guidelines. Some of these policies require the use of estimates and assumptions that may affect the value of assets or liabilities and financial results. Certain accounting policies are critical and require management to make subjective and complex judgments about matters that are inherently uncertain, and materially different amounts could be reported under different conditions or using different assumptions. If such estimates or assumptions underlying Busey’s Consolidated Financial Statements are incorrect, Busey may experience material losses.

One such assumption and estimate is the valuation analysis of Busey’s goodwill and other intangible assets. Although Busey’s analysis does not indicate impairments exist, Busey is required to perform additional impairment assessments on at least an annual basis, which could result in future impairment charges. Any future impairment of goodwill or other intangible assets, whether based on the current balances or future balances arising out of acquisitions, could have a material adverse effect on Busey’s financial condition or results of operations.

Changes in accounting principles or guidelines could adversely affect financial reporting.

Periodically, agencies such as the FASB or the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of Busey’s Financial Statements. These changes are beyond Busey’s control, can be difficult to predict, and could materially impact how Busey reports its financial condition and results of operations. Changes in these standards are continuously occurring, and the implementation of such changes could have a material adverse effect on Busey’s financial condition and results of operations.

Busey is subject to changes in tax law and may not realize tax benefits which could adversely affect its results of operations.

Changes in tax laws at federal or state levels could influence Busey’s short-term and long-term earnings. Tax law changes are both difficult to predict and beyond Busey’s control. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. In determining the provision for income taxes and filing tax returns, management makes judgments and estimates about the application of these inherently complex laws, related regulations, and case law. These interpretations are subject to challenge by taxing authorities upon audit and may result in adjustments to our tax return filings, resulting in similar adverse impacts to our financial position. Changes in tax laws could affect Busey’s earnings, its customers’ financial positions, or both.

Deferred tax assets are future tax benefits carried on the balance sheet that allow for tax savings by reducing taxable income in subsequent periods. They arise, in part, as a result of net loss carry-overs, and other book accounting to tax accounting timing differences, for items such as expected credit losses, stock-based compensation, and deferred compensation. Deferred tax assets are recorded for such items when it is anticipated that the tax benefits will be recognized in earnings in future periods. A valuation allowance is established against a deferred tax asset when it is more-likely-than-not that some or all of the future tax benefit will not be realized.

In evaluating the need for a valuation allowance, Busey estimates future taxable income based on management forecasts and tax planning strategies that may be available to the Company.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods prior to the expiration of the related net operating losses and may be limited by ownership change rules under Section 382 of the Internal Revenue Code.

If future events differ significantly from current forecasts, Busey may need to establish an additional valuation allowance against its deferred tax assets, which could have a material adverse effect on its financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 45

Investments in tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on Busey’s financial results.

Busey invests in certain tax-advantaged projects promoting renewable energy, affordable housing, community development, and other community revitalization projects. These investments are designed to generate a return primarily through the realization of federal and state income tax credits and other tax benefits over specified periods. Busey is subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required at the project level, may fail to meet certain government compliance requirements and may not be realized.

The ultimate realization of these benefits depends upon having sufficient taxable income and on many other factors outside of Busey’s control, including changes in the applicable tax code and the ability of the projects to be completed. Busey continues to monitor tax law developments and compliance with applicable regulations to mitigate these risks. The potential inability to realize these tax credits and other tax benefits could negatively impact Busey’s earnings and financial condition.

OPERATIONAL RISKS

Busey’s framework for managing risks may not be fully effective in mitigating risk and loss.

Busey’s risk management framework is designed to identify, measure, monitor, and analyze a broad spectrum of risks, including compliance, operational, and reputational risks. However, as with any framework, inherent limitations exist, particularly as new risks emerge or previously unidentified vulnerabilities become apparent.

The effectiveness of this framework depends on its alignment with Busey’s evolving risk profile, especially following the completion of the CrossFirst merger. As the organization grows in complexity, risks related to system integration, process harmonization, and operational oversight may challenge the framework's capacity to adapt in a timely and effective manner. Failures to identify and manage these risks could adversely affect Busey’s financial condition, regulatory standing, and overall operational stability.

To address these challenges, Busey continuously refines its risk management processes, leveraging enhanced risk assessment tools, investing in automation and analytics, and aligning with industry best practices. Despite these efforts, no risk management framework is foolproof, and unforeseen losses or disruptions remain a possibility, which may materially and adversely affect Busey’s financial condition and results of operations.

Technological investments drive efficiency but introduce cybersecurity risks.

Busey’s ongoing investments in technology infrastructure have strengthened operational efficiency, enhanced client service delivery, and supported the scaling of key business functions. Initiatives such as enterprise-wide automation, cloud integration, and enhanced data analytics capabilities have positioned Busey as a forward-thinking financial institution. However, these advancements introduce vulnerabilities, including the risk of cyber-attacks and operational disruptions.

The Federal Reserve’s November 2025 Financial Stability Report has emphasized growing threats posed by sophisticated cyber-attacks. These threats not only compromise data integrity but also pose significant reputational and financial risks. The outcomes of such risks include:

• Amplification of Vendor Risk: Third-party vendors and their subcontractors introduce multi-layered risks, complicating oversight and heightening the likelihood of service interruptions or compliance breaches.
• Need for Advanced Cyber Protections: As bad actors deploy increasingly sophisticated tactics, including artificial intelligence-driven impersonation and malware, the effectiveness of traditional cybersecurity defenses is diminished.

To mitigate these risks, Busey has implemented robust cybersecurity protocols, regular system audits, and incident response plans. The use of artificial intelligence-powered tools provide additional layers of fraud and threat detection, enabling proactive management. However, as cybersecurity threats evolve, the possibility of system penetration persists even with robust security protocols in place. As a result, successful or attempted cyber intrusions, vendor failures, or operational disruptions stemming from these evolving threats could materially and adversely impact Busey’s financial condition and results of operations.

First Busey Corporation (BUSE) | 2025 — 46

Outsourcing dependencies could disrupt operations and increase compliance risks.

Busey’s reliance on secure and resilient systems to manage customer relationships, transactions, and data underscores the critical importance of operational stability. Outsourcing arrangements introduce risks tied to service disruptions, compliance violations, and vulnerabilities stemming from subcontractors in downstream supply chains.

This cascading outsourcing structure adds complexity to communication and coordination, particularly when vendors operate in regions with varying regulatory standards. Risks are further amplified by geopolitical tensions, trade restrictions, or cyberattacks targeting these external partners.

While Busey conducts rigorous due diligence when selecting third-party providers, residual risks, especially from indirect outsourcing (fourth parties), remain challenging to eliminate entirely. Failures or breaches in these systems could disrupt Busey’s operations, damage its reputation, and materially and adversely affect its financial conditions and results of operations.

Fraudulent activities could erode financial stability and customer trust.

The rising sophistication of fraudulent schemes poses a persistent challenge for financial institutions, with Busey being no exception. Fraudulent activities, such as identity theft, phishing, and unauthorized transactions, could result in financial losses, regulatory penalties, and erosion of customer trust.

Busey employs a multi-layered approach to fraud prevention, including internal controls, advanced fraud detection tools, and insurance coverage. However, even robust frameworks may not fully eliminate risks, particularly as threat actors adapt their tactics to exploit emerging industry vulnerabilities and customer vulnerabilities. Accordingly, successful fraud attempts or failures in our fraud‑prevention controls could result in financial losses, increased operational costs, regulatory consequences, and reputational harm that could adversely affect Busey’s financial condition and results of operations.

Busey’s ability to attract and retain key personnel may affect future growth and earnings.

Busey’s ability to attract and retain experienced management and qualified personnel remains critical to sustaining growth and executing its strategic objectives. Despite continued investment in leadership development, succession planning, and employee engagement, competitive labor markets and evolving employee expectations pose ongoing challenges.

Beyond executive leadership, Busey's ability to build and maintain a diverse and skilled workforce is essential to implementing its community-based strategy and serving an expanded geographic footprint. The unexpected departure of high-performing employees or difficulty in recruiting specialized talent could disrupt operations, delay strategic initiatives, or increase costs associated with workforce realignment, all of which may materially and adversely affect Busey’s financial condition and results of operations.

Damage resulting from negative publicity could harm Busey’s reputation and adversely impact its business and financial condition.

Busey’s ability to attract and retain customers, investors, employees, and business partners depends significantly on the trust placed in its brand, business practices, and commitment to responsible conduct. Negative public opinion may arise from actual or alleged issues across a wide range of activities, including employee misconduct, customer service failures, loan origination or servicing practices, compliance or regulatory violations, cybersecurity incidents, data‑protection lapses, corporate governance concerns, product suitability issues, or perceived shortfalls in Busey’s community and stakeholder engagement. Even isolated incidents—whether substantiated or not—can be rapidly amplified through social media, news outlets, or regulatory commentary, increasing the speed and scale at which reputational harm may occur.

Reputation risk is heightened by Busey’s relationship‑based operating model, in which customer loyalty and business development rely heavily on personal trust and perceived service quality. Busey is also exposed to reputational impacts arising from its third‑party relationships, including vendors, fintech partners, and other service providers, whose failures or misconduct may be attributed to Busey.

First Busey Corporation (BUSE) | 2025 — 47

Reputational harm can lead to customer attrition, reduced deposit and loan growth, lower fee income, diminished employee morale or retention challenges, increased regulatory scrutiny, delays in obtaining regulatory approvals, reduced investor confidence, and exposure to litigation or enforcement actions. These effects may also limit Busey’s ability to pursue strategic initiatives or partnerships. Any failure to effectively identify, monitor, and manage reputational risks could result in lost business opportunities, elevated costs, and operational disruptions, and could materially and adversely affect Busey’s financial condition and results of operations.

Severe weather, natural disasters, pandemics or other health crises, acts of war or terrorism and other external events could significantly impact Busey’s business.

Adverse external events—including severe weather, natural disasters, wildfires, pandemics or other public‑health crises, acts of war or terrorism, and other large‑scale disruptions—could significantly affect Busey’s operations and the ability of customers, counterparties, and third‑party providers to conduct business. Such events may interrupt business activity, damage physical assets, disrupt supply chains, reduce demand for financial services, impair borrowers’ repayment capacity, increase vacancy rates in commercial properties, and reduce the value of collateral supporting Busey’s loan portfolio. They may also lead to financial‑market volatility, elevated credit losses, and operational challenges stemming from facility closures, evacuations, or interruptions in access to banking channels. Geopolitical conflicts can further influence energy prices, commodity markets, and financial‑market stability, while regulatory responses to these events may impose additional compliance or operational requirements.

Although Busey maintains business‑continuity plans and risk‑management processes, the occurrence of one or more such adverse events could disrupt operations, increase costs, reduce revenue, and materially and adversely affect Busey’s financial condition and results of operations.

Busey maintains a cyber security risk management program designed to prevent, detect, and respond to information security threats. The program is designed to align with the Cyber Risk Institute’s Profile framework, which is based on the National Institute of Standards and Technology’s Cybersecurity Framework. The program is led by Busey’s Chief Information Security Officer (“CISO”). Busey’s CISO has been in the role since September 2020 and has over 15 years of experience across external and internal audit, technology risk management, and cybersecurity matters, primarily within the financial services sector, and also including additional industries such as healthcare, technology, consumer products, and manufacturing for both regional and multinational corporations. Busey’s cyber security risk management program is a key part of the Company’s overall risk management system, which is administered by the Chief Risk Officer.

Busey’s cyber security risk management program includes administrative, technical, and physical safeguards to help ensure the security and confidentiality of customer records and information. Busey has long devoted significant resources to assessing, identifying, and managing risks associated with cybersecurity threats, including:

• Establishing an internal cybersecurity team that is responsible for conducting regular assessments of Busey’s information systems, existing controls, vulnerabilities, and potential improvements;
• Employing continuous monitoring tools that can detect and help respond to cybersecurity threats in real-time;
• Performing due diligence with respect to third-party service providers, including their cybersecurity practices, and requiring contractual commitments from Busey’s service providers to take certain cybersecurity measures;
• Ongoing monitoring and assessment of third-party vendors' cybersecurity practices, including regular audits, compliance checks, and incident reporting requirements;

First Busey Corporation (BUSE) | 2025 — 48

• Engaging third-party cybersecurity consultants, who conduct periodic penetration testing, vulnerability assessments, and other procedures to identify potential weaknesses in Busey’s systems and processes;
• Mandating periodic cybersecurity training for Busey’s workforce, which includes awareness programs on phishing, social engineering, and other common cyber threats;
• Implementing access control measures such as multi-factor authentication, role-based access controls, and regular access reviews to ensure that only authorized personnel have access to critical systems and data;
• Using data encryption for both data at rest and data in transit to protect sensitive information; and
• Creating an incident response plan that outlines the steps to contain, mitigate, and remediate the impact of cybersecurity incidents, including communication protocols and post-incident analysis.

Busey’s security and privacy policies and procedures are in effect across all of its businesses and geographic locations. Busey adheres to various regulatory requirements and standards, including the Gramm-Leach-Bliley Act to ensure compliance with data protection laws. Additionally, Busey maintains cybersecurity insurance coverage to mitigate potential financial impacts from cyber incidents.

Busey’s board of directors, as a whole and through its Enterprise Risk Committee (the “Risk Committee”), is responsible for the oversight of risk management. In that role, Busey’s board of directors and its Risk Committee, with support from Busey’s cybersecurity advisors, are responsible for ensuring that the risk management processes developed and implemented by management are adequate and functioning as designed. To carry out those duties, both the board of directors and the Risk Committee receive quarterly reports from Busey’s management team regarding cybersecurity risks, and Busey’s efforts to prevent, detect, mitigate, and remediate any cybersecurity incidents.

Busey’s historical data indicates that while Busey has encountered cybersecurity threats and incidents, none have materially affected the Company. Still, Busey faces a number of cybersecurity risks in connection with its business, and it is possible that threats and incidents identified in the future could have a material adverse effect on Busey’s business strategy, results of operations, and financial condition. For additional information on the risks that cybersecurity threats pose to Busey see “Item 1A. Risk Factors—Operational Risks.”

The following facilities, which are owned by Busey, house the executive and primary administrative offices of each respective entity:

First Busey Corporation and its subsidiaries also own or lease other facilities, such as banking centers of Busey Bank, for business operations. Busey considers its properties to be suitable and adequate for its present needs. None of the properties are subject to any material encumbrance.

As part of the ordinary course of business, First Busey Corporation and its subsidiaries are parties to litigation that is incidental to their regular business activities.

On November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State. See “Note 18. Outstanding Commitments and Contingent Liabilities” in the Notes to the Consolidated Financial Statements for further information.

First Busey Corporation (BUSE) | 2025 — 49

Other than the foregoing lawsuits, there is no material pending litigation, other than ordinary routine litigation incidental to its business, in which First Busey Corporation or any of its subsidiaries is involved or of which any of their property is the subject. Furthermore, there is no pending legal proceeding that is adverse to Busey in which any director, officer, or affiliate of Busey, or any associate of any such director or officer, is a party, or has a material interest.

Contents of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) (“MD&A”)

SCOPE OF DISCUSSION

The following is management’s discussion and analysis of the financial condition as of December 31, 2025, and 2024, and the results of operations for the years ended December 31, 2025, 2024, and 2023, of First Busey Corporation and its subsidiaries. It should be read in conjunction with “Item 1. Business,” the Consolidated Financial Statements, and the related Notes to the Consolidated Financial Statements included in this Annual Report.

Detailed discussion and analysis of Busey’s financial condition and results of operation for 2025 as compared to 2024 can be found below. Comparison of 2024 to 2023 can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Busey's 2024 Annual Report.

First Busey Corporation (BUSE) | 2025 — 53

BUSEY’S CONSERVATIVE BANKING STRATEGY

Busey’s financial strength is built on a long-term conservative operating approach. The quality of Busey’s core deposit1 franchise is a critical value driver of the institution. Busey remains substantially core deposit funded, with robust liquidity. As of December 31, 2025, Busey’s loan to deposit ratio was 91.0% and core deposits1 represented 93.7% of total deposits. Furthermore, Busey has sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of its customers.

Busey’s credit performance reflects its highly diversified, conservatively underwritten loan portfolio. Busey’s approach to lending and its underwriting standards are designed to emphasize relationship banking rather than transactional banking. In addition, as a matter of both policy and practice, Busey limits concentration exposures in any particular loan segment. While impacted by loans acquired as a result of the CrossFirst acquisition, asset quality remains strong by both Busey’s historical and current industry trends.

Busey’s conservative banking strategy is reflected in the strength of its capital base. Busey strives to consistently maintain capital ratios well in excess of thresholds required to be designated as well capitalized by applicable regulatory guidelines, thereby ensuring financial strength and flexibility across economic and operating cycles. At December 31, 2025, Busey’s leverage ratio of Tier 1 capital to average assets was 11.9%, its common equity Tier 1 capital to risk weighted assets ratio was 12.4%, and its total capital to risk weighted assets ratio was 15.9%.

CRITICAL ACCOUNTING ESTIMATES

Busey has established various accounting policies that govern the application of GAAP in the preparation of its Consolidated Financial Statements. Significant accounting policies are described in “Note 1. Significant Accounting Policies” in the Notes to the Consolidated Financial Statements.

Critical accounting estimates are those that are critical to the portrayal and understanding of Busey’s financial condition and results of operations and require management to make assumptions that are subjective or complex. These estimates involve judgments, assumptions, and uncertainties that are susceptible to change. In the event that different assumptions or conditions were to prevail, and depending on the severity of such changes, the possibility of a materially different financial condition or materially different results of operations is a reasonable likelihood. Further, changes in accounting standards could impact Busey’s critical accounting estimates. Management has reviewed these critical accounting estimates and related disclosures with Busey’s Audit Committee. The following estimates could be deemed critical:

Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair value on the date of acquisition. Fair values are determined based on the definition of “fair value” defined in ASC Topic 820 “Fair Value Measurement” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, Busey engages third party specialists to assist in the development of fair values.

The fair value of a loan portfolio acquired in a business combination generally requires greater levels of management estimates and judgment than other assets acquired or liabilities assumed. Acquired loans are within the scope of ASC Topic 326 “Financial Instruments-Credit Losses.” However, the offset to record the allowance on acquired loans at the date of acquisition depends on whether or not the loan is classified as PCD. The allowance for PCD loans is recorded through a gross-up effect, while the allowance for acquired non-PCD loans is recorded through provision expense, consistent with originated loans. Thus, the determination of which loans are PCD and non-PCD can have a significant effect on the accounting for these loans.

1 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see “Item 1. Business—Non-GAAP Financial Information.”

First Busey Corporation (BUSE) | 2025 — 54

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired using the acquisition method of accounting. Goodwill is not amortized; instead, Busey assesses the potential for impairment on an annual basis or more frequently if events and circumstances indicate that goodwill might be impaired. Management applies significant judgment when testing goodwill for impairment, such as the valuation approach chosen, market multiples for competitors used in the calculation, and forecasts of business outlook.

Income Taxes

Busey is subject to the income tax laws of the U.S., as well as the tax laws of the individual states and municipalities in which the Company conducts its operations. These laws are often complex and subject to nuanced interpretations.

Income taxes are estimated for the tax effects of the transactions reported on Busey’s Consolidated Financial Statements and consist of an expense for taxes currently due plus assets and/or liabilities for deferred taxes. Deferred taxes represent the future tax consequences of differences between the tax basis and accounting basis of certain assets and liabilities, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are estimates that are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Deferred taxes are reported in other assets or other liabilities on the Consolidated Balance Sheets. Estimated income tax expense is reported on the Consolidated Statements of Income.

In establishing its provision for income taxes and its estimates of deferred tax assets and liabilities, Busey must make judgments and interpretations about the application of inherently complex tax laws. Busey must also make estimates about when in the future certain items will affect taxable income. Disputes over interpretations of the tax laws may be subject to review and adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit. Although Busey’s management believes that its judgments are sound and its tax estimates are reasonable, interpretations of tax law applied by the taxing jurisdictions could differ. As such, Busey may be exposed to losses or gains, which could be material. An unfavorable tax settlement would result in an increase in Busey’s effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in Busey’s effective income tax rate in the period of resolution.

Allowance for Credit Losses

Busey calculates the ACL at each reporting date. Busey recognizes an allowance for the lifetime expected credit losses for the amount it does not expect to collect. 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 reported book value. 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.

In determining the ACL, management relies predominantly on a disciplined credit review and approval process that extends to the full range of Busey’s credit exposure. 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.

Loans deemed uncollectible are charged-off against and reduce the ACL. A provision for credit losses is charged to current expense and acts to replenish the ACL in order to maintain the ACL at a level that management deems adequate.

First Busey Corporation (BUSE) | 2025 — 55

Determining the ACL involves significant judgments and assumptions. Macroeconomic forecasts provided by a third party and the economic indices sourced are significant judgments used in determining the allowance. Changes in these economic forecasts could significantly affect the ACL and lead to materially different amounts from one period to the next. Additionally, prepayment assumptions impact model output. Further, Busey completes a quarterly evaluation of several qualitative factors to determine if there should be adjustments made to the ACL. These factors include economic conditions, collateral, concentrations, delinquency trends, portfolio composition, underwriting, and certain other risks. Significant downturns relating to loan quality and economic conditions could result in a requirement for an additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow for a reduction in the required allowance. Because of the nature of the judgments and assumptions made by management, actual results may differ from these judgments and assumptions.

First Busey Corporation (BUSE) | 2025 — 56

RESULTS OF OPERATIONS — THREE YEARS ENDED DECEMBER 31, 2025

Net Income

Results of Busey’s operations are presented below, segregated by operating segment:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 57

Non-GAAP Adjusting Items and Non-GAAP Measures

Busey views certain non-operating items, including acquisition-related expenses, restructuring charges, and nonrecurring strategic events, as adjustments to net income reported under GAAP. Busey also adjusts for net securities gains and losses to align with industry and research analyst reporting. The objective of Busey’s presentation of adjusted earnings and adjusted earnings metrics is to allow investors and analysts to more clearly identify quarterly trends in core earnings performance. Pre-tax non-GAAP adjustments were as follows:

(dollars in thousands)

1. During the year ended December 31, 2024, Busey executed a two-part balance sheet repositioning strategy in which it sold mortgage servicing rights on approximately $923.5 million of one-to-four family mortgage loans for a pre-tax gain of $7.7 million and sold available-for-sale debt securities with a book value of approximately $108.2 million for a pre-tax loss of $6.8 million.

2. During the year ended December 31, 2025, in connection with the CrossFirst acquisition, Busey’s recorded expense for the initial provision for credit losses consisting of a Day 2 provision for loan losses of $42.4 million, a Day 2 provision for unfunded commitments of $3.1 million, and an adjustment to the initial provision for unfunded commitments of $4.0 million that was recorded based on revised estimates resulting from implementation of a new CECL model.

3. Other acquisition expenses related to the acquisition of CrossFirst, which was completed on March 1, 2025, and the acquisition of M&M, which was completed on April 1, 2024.

4. Restructuring expenses were related to previously disclosed restructuring and efficiency plans and to corporate strategy advisement.

A reconciliation of non-GAAP measures, which Busey believes facilitates the assessment of its financial results and peer comparability, is included in tabular form in this Annual Report. See “Item 1. Business—Non-GAAP Financial Information.”

First Busey Corporation (BUSE) | 2025 — 58

Operating Performance Metrics

Operating performance metrics presented in the table below have been derived from information used by management to monitor and manage Busey’s financial performance:

(dollars in thousands, except per share amounts)

1. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 1. Business—Non-GAAP Financial Information” included in this Annual Report.

2. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and non-recurring deferred tax adjustments.

3. Beginning in 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses, affecting the calculation of pre-provision net revenue and related measures and ratios.

Net Interest Income

Net interest income is the difference between interest income and fees earned on loans and investments (“interest-earning assets”) and interest expense incurred on deposits and borrowings (“interest-bearing liabilities”). Interest rate levels and volume fluctuations within interest-earning assets and interest-bearing liabilities impact net interest income. Net interest margin is tax-equivalent net interest income as a percent of average interest-earning assets.

Certain assets with tax-favorable treatment are evaluated on a tax-equivalent basis, assuming a federal income tax rate of 21.0%. Tax-favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent analysis is performed by adding the tax savings to the earnings on tax-favorable assets. After factoring in the tax-favorable effects of these assets, the yields may be more appropriately evaluated against alternative earning assets. In addition to yield, various other risks are factored into the evaluation process.

First Busey Corporation (BUSE) | 2025 — 59

The tables below present Busey’s Consolidated Average Balance Sheets, summarizing average balances for each major category of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related interest yields for the periods indicated. Average information is provided on a daily average basis:

First Busey Corporation (BUSE) | 2025 — 60

Contents of Item 7. MD&A

(dollars in thousands)

1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.

2. Non-accrual loans have been included in average portfolio loans.

3. Interest income includes tax-equivalent adjustments of $3.0 million.

4. Borrowings include, as applicable, short-term borrowings, long-term borrowings, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.

First Busey Corporation (BUSE) | 2025 — 61

Contents of Item 7. MD&A

(dollars in thousands)

1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.

2. Non-accrual loans have been included in average portfolio loans.

3. Interest income includes tax-equivalent adjustments of $1.7 million.

4. Borrowings include, as applicable, short-term borrowings, long-term borrowings, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.

First Busey Corporation (BUSE) | 2025 — 62

Contents of Item 7. MD&A

(dollars in thousands)

1. On a tax-equivalent basis, assuming a federal income tax rate of 21.0%.

2. Non-accrual loans have been included in average portfolio loans.

3. Interest income includes tax-equivalent adjustments of $2.2 million.

4. Borrowings include short-term borrowings, long-term debt, senior notes, and subordinated notes. Interest expense includes a non-usage fee on the revolving credit facility.

First Busey Corporation (BUSE) | 2025 — 63

The following tables present, for the major components of interest-earning assets and interest-bearing liabilities, a breakout of changes in interest income and interest expense attributable to (1) changes in average volume and (2) changes in average yield. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on changes due to rate and changes due to volume:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 64

Contents of Item 7. MD&A

(dollars in thousands)

Notable changes in average assets and average liabilities are summarized as follows for the periods presented:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 65

Changes in net interest income and net interest margin are summarized as follows for the periods presented:

(dollars in thousands)

1. Assuming a federal income tax rate of 21.0%.

2. Net interest income expressed as a percentage of average earning assets, stated on a tax-equivalent basis.

Busey continues to evaluate and execute off-balance sheet hedging and balance sheet strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Stability in core deposit balances, as well as retail time deposit and savings specials, have continued to provide sufficient funding flows to allow intentional runoff of brokered and high-cost, non-relationship funding.

Net interest spread represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, and is presented in the table below for the periods indicated:

1. Calculated on a tax-equivalent basis.

Annualized net interest margins for the quarterly periods indicated were as follows:

Management attempts to mitigate the effects of an unpredictable interest-rate environment through effective portfolio management, prudent loan underwriting and pricing discipline, and operational efficiencies.

First Busey Corporation (BUSE) | 2025 — 66

Noninterest Income

Changes in noninterest income are summarized in the tables below for the periods presented:

(dollars in thousands)

Total noninterest income was $150.0 million for the year ended December 31, 2025, an increase of 7.4% when compared with $139.7 million for the year ended December 31, 2024. Total noninterest income represented 20.8% of total revenue2 in 2025, compared to 30.2% in 2024. The year ended December 31, 2025, includes ten months of income from the CrossFirst acquisition.

Revenues from wealth management fees and payment technology solutions provide a complement to spread-based revenue from traditional banking activities.

Wealth management fees increased by 9.1% to $69.4 million for 2025, compared to $63.6 million for 2024. Busey’s Wealth Management division had $15.66 billion in assets under care as of December 31, 2025, compared to $13.83 billion as of December 31, 2024. Busey’s portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets.

Income from payment technology solutions derives from Busey’s payment processing company, FirsTech. This income decreased by 9.0% to $20.0 million for 2025, compared to $22.0 million for 2024, primarily due to decreases in income from online bill payments.

Treasury management services consist primarily of business analysis charges and wire transfer fees on commercial accounts. Income from treasury management services increased by 106.8% compared to 2024 due to the addition of CrossFirst commercial services.

Card services and ATM fees, which include both commercial and consumer accounts, increased by 34.4% compared to 2024 primarily due to the addition of CrossFirst corporate card services.

2 Total revenue consists of net interest income plus noninterest income.

First Busey Corporation (BUSE) | 2025 — 67

Other service charges on deposit accounts were $6.3 million for the year ended December 31, 2025, a decline of 33.5% from the comparable period in 2024. Declines were largely related to lower non-sufficient fund charges, reflecting changes Busey made to its fee structure in 2025.

Mortgage revenue was $2.6 million for 2025, compared to $2.1 million for 2024. General economic conditions and interest rate volatility may impact future mortgage revenue.

Income on bank owned life insurance increased by 28.6% to $6.6 million for 2025, compared to $5.1 million for 2024, resulting from a $1.9 million increase in the cash surrender value of the insurance policies partially offset by a $0.4 million decrease in earnings on death proceeds.

During the year ended December 31, 2025, Busey did not record any realized gains on the sale of mortgage servicing rights. In comparison, during the year ended December 31, 2024, Busey recognized a $7.7 million gain on the sale of mortgage servicing rights in connection with a strategic two-part balance sheet repositioning. For more information, see “Busey executed a two-part balance sheet repositioning strategy” in the Management Discussion and Analysis included in Busey’s Quarterly Report for the first quarter of 2024, filed with the SEC on May 7, 2024.

Net securities losses of $10.7 million during the year ended December 31, 2025, were greater than the net securities losses realized during the comparable period in 2024. Losses for the year ended December 31, 2025, were comprised of $15.2 million of realized net losses on securities resulting from a strategic balance sheet repositioning completed in the first quarter of 2025, partially offset by unrealized net gains on Busey’s approximately 3% equity ownership of a financial institution that was the target of an acquisition at a significant market premium.

Other income increased by 46.1% to $20.5 million for 2025, compared to $14.0 million for 2024. Increases in other income were primarily attributable to increases in commercial loan servicing income and swap origination fees.

First Busey Corporation (BUSE) | 2025 — 68

Noninterest Expense

Changes in noninterest expense are summarized in the tables below for the periods presented:

(dollars in thousands)

1. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 1. Business—Non-GAAP Financial Information” included in the Annual Report.

Total noninterest expense increased to $480.2 million for the year ended December 31, 2025, compared to $301.5 million for the year ended December 31, 2024, representing a year-over-year increase of 59.3%. Growth in noninterest expense was primarily attributable to acquisition expenses related to the CrossFirst acquisition, added costs for operating expenses for two banks from March 1, 2025, until the banks were merged on June 20, 2025, and increased expenses associated with Busey’s larger organization and expanded branch network. Acquisition and restructuring expenses contributed $54.6 million to total noninterest expense for the year ended December 31, 2025, compared to $8.1 million for the comparable period in 2024. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026.

Salaries, wages, and employee benefits increased to $289.1 million for 2025, compared to $175.6 million for 2024. Excluding acquisition and restructuring expenses, which include severance, retention, and stock-based compensation expenses related to the CrossFirst acquisition, salaries, wages, and employee benefits were $252.0 million for 2025, compared to $174.0 million for 2024, representing an increase of 44.8%. During 2025, Busey added 17 banking centers, largely in connection with the CrossFirst acquisition, resulting in the expansion of Busey’s workforce, including the addition of 405 full-time equivalent associates.

First Busey Corporation (BUSE) | 2025 — 69

Data processing expense increased to $43.2 million for 2025, compared to $27.1 million for 2024. Excluding acquisition and restructuring expenses, data processing expense was $36.2 million for 2025, compared to $26.6 million for 2024, representing an increase of 36.2%. Increases were primarily attributable to Company-wide investments in technology enhancements, as well as inflation-driven price increases.

Combined, net occupancy expense of premises and furniture and equipment expenses increased to $38.0 million for 2025, compared to $25.5 million for 2024. The CrossFirst acquisition added 16 banking centers. Further, on August 18, 2025, Busey opened its second Denver service center, located in the Cherry Creek North neighborhood. Primary cost drivers in these expense categories include lease costs, repairs and maintenance, depreciation expense, real estate taxes, and utilities.

Professional fees increased to $18.8 million for 2025, compared to $12.8 million for 2024. Excluding acquisition and restructuring expenses, professional fees were $10.7 million for 2025, compared to $7.9 million for 2024, representing an increase of 35.3%. Primary cost drivers in this expense category include legal, audit and accounting, and consulting expenses.

Amortization of intangible assets increased to $16.6 million for 2025, compared to $10.1 million for 2024. The CrossFirst acquisition added an estimated $81.8 million of finite-lived intangible assets with amortization of $7.8 million during the year ended December 31, 2025. Busey uses an accelerated amortization methodology.

Interchange expense decreased to $5.2 million for 2025, compared to $6.0 million for 2024. Fluctuations in interchange expense relate to payment and volume activity at FirsTech.

FDIC insurance expense increased to $10.4 million for 2025, compared to $5.6 million for 2024. Additional FDIC insurance assessments were the result of Busey’s growth in average assets in connection with the CrossFirst acquisition.

Other noninterest expense increased to $59.0 million for 2025, compared to $38.7 million for 2024. Excluding acquisition and restructuring expenses, other noninterest expense was $56.5 million for 2025, compared to $37.8 million for 2024, representing an increase of 49.8%. Increases in other noninterest expense were attributable to multiple items, including increased costs on loans, marketing, business development, and office supplies.

Efficiency Ratio

The efficiency ratio3 is calculated as total noninterest expense, less amortization charges, as a percentage of tax-equivalent net interest income plus noninterest income, less security gains and losses. The efficiency ratio, which is a measure commonly used by management and the banking industry, measures the amount of expense incurred to generate a dollar of revenue. Busey’s efficiency ratio was 63.2% for the year ended December 31, 2025, compared to 62.0% for the year ended December 31, 2024.

Operating costs have been influenced by acquisition expenses and other restructuring costs, and the adjusted efficiency ratio3 was 55.8% for the year ended December 31, 2025, compared to 61.3% for the year ended December 31, 2024.

Income Taxes

Effective income tax rates, calculated by dividing income taxes by income before taxes, were 27.5%, 25.8%, and 20.4% for the years ended December 31, 2025, 2024, and 2023, respectively. Busey's effective tax rate increased in 2025 primarily due to the deferred tax impact of the lower blended state tax rates resulting in (1) a one-time revaluation of deferred tax assets; and (2) a higher disallowance related to Internal Revenue Code Section 162(m) limited compensation. These results were partially offset by increased tax credit investments and tax-exempt interest. Following the acquisition of CrossFirst Bank, and the inclusion of the CrossFirst entities within the Busey consolidated group, the deferred tax attributes were revalued to reflect the new consolidated group's state tax rates. As such, there was a significant rate change adjustment recognized against deferred tax assets in 2025, which increased Busey's effective tax rate for the year ended December 31, 2025.

3 The efficiency ratio and adjusted efficiency ratio are both non-GAAP financial measures. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see “Item 1. Business—Non-GAAP Financial Information.”

First Busey Corporation (BUSE) | 2025 — 70

Busey continues to monitor evolving federal and state tax legislation and its potential impact on operations on an ongoing basis. As of December 31, 2025, Busey remains under examination by the Illinois Department of Revenue for Merchant & Manufacturers Bank's tax filings for the tax years ended December 31, 2022 and 2023. The Florida Department of Revenue examination of Busey Bank's tax years 2020 to 2022 corporate income tax filings was completed with no additional income tax assessments.

FINANCIAL CONDITION

Balance Sheet

Changes in significant items included on Busey’s Consolidated Balance Sheets are summarized in the table below:

(dollars in thousands)

Investment Securities

The primary purposes of Busey’s investment securities portfolio are to provide a source of earnings by deploying funds that are not needed to fulfill loan demand, deposit redemptions, or other liquidity purposes; to serve as a tool for interest rate risk positioning; and to provide collateral for pledging purposes against public deposits and repurchase agreements, all while providing a source of liquidity.

Busey considers many factors in determining the composition of its investment portfolio including, but not limited to, credit quality, duration, interest rate risk, liquidity, tax-equivalent yield, regulatory considerations, and overall portfolio allocation. 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.

Pledged securities totaled $744.2 million, or 25.6% of total debt securities, as of December 31, 2025, and $871.4 million, or 33.0% of total debt securities, as of December 31, 2024.

First Busey Corporation (BUSE) | 2025 — 71

Debt Securities Available for Sale

Debt securities available for sale are carried at fair value. Net unrealized gains or losses, net of tax, are recorded in stockholders’ equity, through AOCI. As of December 31, 2025, the fair value of debt securities available for sale was $2.16 billion, and the amortized cost was $2.30 billion. There were $13.9 million of gross unrealized gains and $152.2 million of gross unrealized losses, resulting in a net unrealized loss of $138.3 million.

The composition of debt securities available for sale was as follows:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 72

By maturity date, fair values and weighted average yields of debt securities available for sale as of December 31, 2025, are presented in the following table:

(dollars in thousands)

1. Securities are presented based upon final contractual maturity or pre-refunded date.

2. Weighted average yield calculated on a tax-equivalent basis, assuming a federal income tax rate of 21.0%.

Debt Securities Held to Maturity

Debt securities held to maturity are carried at amortized cost. Unrecognized losses related to securities that were transferred in 2022 are included in OCI, net of taxes, and amortized into income over the contractual lives of the securities. An ACL balance will be established for debt securities held to maturity when applicable. No ACL was recorded for Busey’s portfolio of debt securities held to maturity as of December 31, 2025 or 2024.

As of December 31, 2025, the amortized cost of debt securities held to maturity was $746.4 million, and the fair value was $626.0 million. There were no gross unrecognized gains and $120.4 million of gross unrecognized losses.

The composition of debt securities held to maturity was as follows:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 73

By maturity date, fair values and weighted average yields of debt securities held to maturity as of December 31, 2025, are presented in the following table:

(dollars in thousands)

1. Securities are presented based upon final contractual maturity or pre-refunded date.

Equity Securities

Equity securities are carried at fair value. The fair value of equity securities was $14.9 million as of December 31, 2025, compared to $15.9 million as of December 31, 2024.

Portfolio Loans

Busey believes that making sound and profitable loans is a necessary and desirable means of employing funds available for investment. Busey maintains lending policies and procedures designed to focus lending efforts on the types, locations, and duration of loans most appropriate for its business model and markets. While not specifically limited, Busey attempts to focus its lending on short to intermediate-term loans (0-10 years) in states where Busey maintains lending offices. Busey attempts to utilize government-assisted lending programs, such as the SBA and U.S. Department of Agriculture lending programs, when prudent. Generally, loans are collateralized by assets, primarily real estate, and guaranteed by individuals. Loans are expected to be repaid primarily from cash flows of the borrowers or from proceeds from the sale of selected assets of the borrowers.

Management reviews and approves Busey Bank’s lending policies and procedures on a regular basis. Management routinely—at least quarterly—reviews the ACL in conjunction with reports related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans. Busey’s underwriting standards are designed to encourage relationship banking rather than transactional banking. Relationship banking implies a primary banking relationship with the borrower that includes, at a minimum, an active deposit banking relationship in addition to the lending relationship. Significant underwriting factors in addition to location, duration, a sound and profitable cash flow basis, and the borrower’s character, include the quality of the borrower’s financial history, the liquidity of the underlying collateral, and the reliability of the valuation of the underlying collateral.

At no time is a borrower’s total borrowing relationship permitted to exceed Busey Bank’s regulatory lending limit. Busey generally limits such relationships to amounts substantially less than the regulatory limit. Loans to related parties, including executive officers and directors of First Busey Corporation and its subsidiaries, are reviewed for compliance with regulatory guidelines.

Busey maintains an independent loan review department that reviews loans for compliance with Busey’s loan policy on a periodic basis. In addition, the loan review department reviews risk assessments made by Busey’s credit department, lenders, and loan committees. Results of these reviews are presented to management and the audit committee at least quarterly.

First Busey Corporation (BUSE) | 2025 — 74

Busey Bank’s lending can be summarized into five primary lending activities, which can be further categorized as either commercial or retail lending. Commercial lending activities consist of C&I and other commercial loans, CRE loans, and real estate construction loans while retail lending activities consist of retail real estate loans and retail other loans.

C&I and Other Commercial Loans

C&I and other commercial loans typically comprise working capital loans or business expansion loans, including loans for asset purchases and other business loans. C&I and other commercial loans will generally be guaranteed, in full or a material percentage, by the primary owners of the business. C&I and other commercial loans are made based primarily on the borrower’s historical and projected cash flows and secondarily on the underlying assets pledged as collateral by the borrower. Cash flows of the borrower, however, may not perform consistently with historical or projected information. Further, collateral securing loans may fluctuate in value due to individual economic or other factors. Busey Bank has established minimum standards and underwriting guidelines for all C&I and other commercial loan types.

Commercial Real Estate Loans

The commercial environment, along with the academic presence in some of the markets in which Busey operates, provides for the majority of Busey’s commercial lending opportunities to be CRE related, including multi-unit housing. As the majority of Busey’s loan portfolio is within the CRE class, Busey’s goal is to maintain a high quality, geographically diverse portfolio of CRE loans. CRE loans are subject to underwriting standards and guidelines similar to commercial loans. CRE loans are generally guaranteed, in full or a material percentage, by the primary owners of the business. Repayment of these loans is primarily dependent on the cash flows of the underlying property. Nevertheless, CRE loans generally must be supported by an adequate underlying collateral value. The performance and the value of the underlying property may be adversely affected by economic factors or geographical and/or industry specific factors. These loans are subject to other industry guidelines which Busey closely monitors.

Real Estate Construction Loans

Real estate construction loans are primarily commercial in nature. Loan proceeds are monitored by Busey and advanced for the improvement of real estate in which Busey holds a mortgage. Real estate construction loans will generally be guaranteed, in full or a material percentage, by the developer or primary owners of the business. These loans are subject to underwriting standards and guidelines similar to commercial loans and generally must be supported by an adequate “as completed” value of the underlying project. In addition to the underlying project, the financial history of the developer and business owners weighs significantly in determining approval. Repayment of these loans is typically through permanent financing following completion of the construction. Real estate construction loans are inherently more risky than loans on completed properties as the unimproved nature and the financial risks of construction significantly enhance the risks of commercial real estate loans. These loans are closely monitored and subject to other industry guidelines.

Retail Real Estate Loans

Retail real estate loans are comprised of direct consumer loans that include residential real estate, home equity lines of credit, and home equity loans. In 2025, Busey retained a smaller percentage of originated retail real estate loans in its portfolio, electing to sell a larger percentage to secondary market purchasers. As retail real estate loan underwriting is subject to specific regulations, Busey typically underwrites retail real estate loans to conform to widely accepted standards. Several factors are considered in underwriting including the debt-to-income ratio and credit history of the borrower, as well as the value of the underlying real estate.

Retail Other Loans

Retail other loans consist of installment loans to individuals, including automotive loans and indirect lending. These loans are centrally underwritten utilizing the borrower’s financial history, including credit scores, as well as information about the underlying collateral. Retail other loans also include whole-life loans which are secured by the cash value of underlying life insurance policies. Repayment of retail other loans is expected from the borrower’s cash flows.

First Busey Corporation (BUSE) | 2025 — 75

Portfolio Composition

The composition of Busey’s loan portfolio as of the dates indicated, as well as changes in portfolio loan balances, were as follows:

(dollars in thousands)

Portfolio loan growth in 2025 was primarily attributable to the CrossFirst acquisition. Busey remains steadfast in its conservative approach to underwriting and disciplined approach to pricing. During 2025, Busey experienced elevated payoffs that outpaced new production momentums.

Concentration of Credit Risk

As a matter of policy and practice, Busey limits the level of concentration exposure in any particular loan segment with the goal of maintaining a well-diversified loan portfolio. The following table presents the percentage of total portfolio loans for each lending activity.

Busey Bank originates loans across its regional operating model and through its specialty product lines, as described below:

• East – Suburban Chicago markets, the St. Louis MSA, and southwest Florida
• Midwest – Central Illinois and Indianapolis, Indiana
• Central – The Kansas City MSA, Central Kansas, and Oklahoma

First Busey Corporation (BUSE) | 2025 — 76

• Texas – The Dallas-Fort Worth MSA
• West – Colorado, New Mexico, and Arizona
• Verticals – Busey’s Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending products

The distribution of Busey Bank loans outstanding as of December 31, 2025, that were originated in each of these markets is presented in the table below:

(dollars in thousands)

Prior to the CrossFirst acquisition on March 1, 2025, Busey Bank’s loan origination occurred in the Illinois, Missouri, Florida, and Indiana markets. The geographic distribution of Busey Bank loans outstanding as of December 31, 2024, that were originated in each of these markets is presented in the table below:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 77

Commercial Real Estate Loans

CRE loans made up 40.9% of Busey’s total loan portfolio as of December 31, 2025, and CRE properties were approximately 25.8% owner occupied. Owner occupied commercial real estate is generally dependent on the performance of the borrowers’ businesses, whereas non-owner occupied commercial real estate is generally reliant on property cash flows generated by third-party tenants.

(dollars in thousands)

CRE loans are made across a variety of industries, as depicted in the table below. Balances reflected in the table below do not include loan origination fees or costs, purchase accounting adjustments, SBA discounts, or negative escrow amounts.

(dollars in thousands)

Loan Commitments

Commitments to extend credit and standby letters of credit increased by $2.27 billion, or 89.2%, to a total of $4.82 billion as of December 31, 2025, compared to $2.55 billion as of December 31, 2024.

Loan Maturities

The determination of loan maturities is based on contractual loan terms. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are considered to mature within one year.

First Busey Corporation (BUSE) | 2025 — 78

The following table sets forth the remaining maturities of portfolio loans at December 31, 2025:

(dollars in thousands)

Interest Rate Structure

Portfolio loans maturing after one year are summarized below by interest rate structure and lending activity, as of December 31, 2025:

(dollars in thousands)

Allowance for Credit Losses and Provision for Credit Losses

The ACL is a significant estimate on Busey’s Consolidated Financial Statements, affecting both earnings and capital. The methodology adopted influences, and is influenced by, Busey’s overall credit risk management processes. The ACL is recorded 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. Estimates of credit losses are based on a careful consideration of all significant factors affecting the collectability as of the evaluation date. The ACL is established through the provision for credit loss charged to income. Provision expenses for loan losses were recorded as follows for each of the years indicated:

(dollars in thousands)

1. The year ended December 31, 2025, included $42.4 million provision expense that was recorded to establish an initial allowance for loan losses on non-PCD loans immediately following the close of the CrossFirst acquisition in accordance with ASC 326‑20‑30‑15.

First Busey Corporation (BUSE) | 2025 — 79

The following table summarizes, by lending activity, net charge-off and recovery activity affecting the ACL balance, together with average portfolio loans outstanding and the related ratios of net charge-offs (recoveries) to average portfolio loans:

(dollars in thousands)

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

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

First Busey Corporation (BUSE) | 2025 — 80

The following table sets forth the ACL by loan categories and percentage of loans to total loans as of December 31 for each of the years indicated:

(dollars in thousands)

Busey did not record an allowance for loan losses for its Life Equity Loan® portfolio, a component of its retail other lending activity, due to no expected credit loss at default, as permitted under the practical expedient provided within ASC 326-20-35-6. The Life Equity Loan® portfolio balance was $445.4 million as of December 31, 2025, and $264.2 million as of December 31, 2024.

As of December 31, 2025, Busey management believed the level of the allowance to be appropriate based upon the information available. However, additional losses may be identified in the loan portfolio as new information is obtained. Factors that influence Busey’s calculation of its ACL include changes in economic conditions and forecasts, originated and acquired loan portfolio composition, credit performance trends, portfolio duration, and other factors.

Non-Performing Loans and Non-Performing Assets

Loans are considered past due if the required principal or interest payments have not been received as of the date such payments were due. 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 guidelines. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Typically, loans are secured by collateral. When a loan is classified as non-accrual and determined to be collateral dependent, it is appropriately reserved or charged down through the ACL to the fair value of Busey’s interest in the underlying collateral less estimated costs to sell. Busey’s loan portfolio is collateralized primarily by real estate.

First Busey Corporation (BUSE) | 2025 — 81

The following table sets forth information concerning non-performing assets and asset quality ratios:

(dollars in thousands)

Busey’s total assets grew by 50.3% to $18.10 billion as of December 31, 2025, compared to $12.05 billion as of December 31, 2024, largely in connection with the CrossFirst acquisition. Further, Busey’s loan portfolio grew by 76.3% to $13.57 billion as of December 31, 2025, compared to $7.70 billion as of December 31, 2024.

Asset quality continues to be strong. Following the merger of CrossFirst Bank into Busey Bank in June, Busey is operating as one bank, with a singular credit policy, concentration limits, and monitoring that will continue to align with Busey’s pillars of credit quality. Busey’s operating mandate and focus remain on emphasizing credit quality over asset growth.

Non-performing loan balances increased to $53.5 million as of December 31, 2025, compared to $23.2 million as of December 31, 2024, primarily due to PCD loans assumed in the CrossFirst acquisition. Non-performing loans represented 0.39% of portfolio loans as of December 31, 2025, compared to 0.30% as of December 31, 2024. Busey’s ACL was 3.25 times its non-performing loan balance at December 31, 2025, compared to 3.59 times its non-performing loan balance at December 31, 2024.

First Busey Corporation (BUSE) | 2025 — 82

Non-performing assets, which include non-performing loans, OREO, and other repossessed assets, increased to $58.1 million as of December 31, 2025, compared to $23.3 million as of December 31, 2024. Non-performing assets represented 0.32% of total assets as of December 31, 2025, compared to 0.19% as of December 31, 2024. Busey’s ACL was 2.99 times its non-performing assets as of December 31, 2025, compared to 3.58 times its non-performing assets as of December 31, 2024.

Classified assets, which include non-performing assets and substandard loans, increased to $174.5 million as of December 31, 2025, compared to $85.3 million as of December 31, 2024. Classified assets represented 7.51% of Busey Bank’s Tier 1 capital and ACL at December 31, 2025, up from 5.61% at December 31, 2024.

Net charge-offs totaled $55.9 million in 2025, representing 0.44% of average loans, compared with net charge-offs of $18.2 million in 2024, representing 0.23% of average loans. Net charge-offs for the year ended December 31, 2025, included $36.2 million related to PCD loans.

Asset quality metrics remain dependent upon market-specific economic conditions, and specific measures may fluctuate from period to period. If economic conditions were to deteriorate, Busey would expect the credit quality of its loan portfolio to decline and loan defaults to increase.

Potential Problem Loans

Potential problem loans are loans classified as substandard that are not individually evaluated, non-accrual, or 90+ days past due, but where current information indicates that the borrower may not be able to comply with loan repayment terms. Management assesses the potential for loss on such loans and considers the effect of any potential loss in determining its provision for expected credit losses. Potential problem loans increased to $116.4 million, or 0.9% of portfolio loans, as of December 31, 2025, compared to $62.0 million, or 0.8% of portfolio loans, as of December 31, 2024. Management continues to monitor these loans and work with the borrowers on restructurings, guarantees, additional collateral, or other planned actions. As of December 31, 2025, management identified no other loans that represent or result from trends or uncertainties that would be expected to materially impact future operating results, liquidity, or capital resources.

Deposits

The following table presents the composition of, and changes in, Busey’s deposits:

(dollars in thousands)

First Busey Corporation (BUSE) | 2025 — 83

Total deposits increased by 49.3% to $14.91 billion as of December 31, 2025, compared to $9.98 billion as of December 31, 2024, in connection with the CrossFirst acquisition. Busey focuses on deepening its customer relationships to maintain and protect its strong core deposit4 franchise. Core deposits include non-brokered transaction accounts, money market and savings deposit accounts, and time deposits of $250,000 or less. Core deposits represented 93.7% of total deposits as of December 31, 2025.

Deposits are federally insured up to the FDIC insurance limit of $250,000. When a portion of a deposit account exceeds the FDIC insurance limit, that portion is uninsured. Estimated uninsured deposits were $6.46 billion, or 43% of total deposits, as of December 31, 2025. Excluding intercompany accounts, fully collateralized accounts (including preferred deposits), and pass-through accounts where clients have deposit insurance at the correspondent financial institution, the portion of Busey’s deposit base that was uninsured and not otherwise collateralized was estimated to be $5.58 billion, or 37% of total deposits, at December 31, 2025. Of that amount, $759.4 million represented time deposits. The following table presents estimates of the uninsured portion of time deposits by maturity date:

(dollars in thousands)

Additional information about Busey’s deposits is located in “Note 9. Deposits.”

Borrowings

Busey’s borrowings include, as applicable, securities sold under agreements to repurchase, a revolving line of credit, short-term borrowings, long-term borrowings, subordinated notes, and junior subordinated debt owed to unconsolidated trusts.

4 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 1. Business—Non-GAAP Financial Information” included in this Annual Report.

First Busey Corporation (BUSE) | 2025 — 84

The following table sets forth the distribution of securities sold under agreements to repurchase and short-term borrowings, as well as the weighted average interest rates thereon:

(dollars in thousands)

1. The weighted average interest rate is computed by dividing total interest for the period by the average daily balance outstanding.

Additional information about Busey’s borrowing activities is located in “Note 10. Borrowings.” Additional information about Busey’s contractual obligations related to its borrowing activities is located under the heading “Contractual Obligations” within this MD&A.

Liquidity

Liquidity management is the process by which Busey ensures that adequate liquid funds are available to meet the present and future cash flow obligations arising in the daily operations of its business. These financial obligations consist of needs for funds to meet commitments to borrowers for extensions of credit, fund capital expenditures, honor withdrawals by customers, pay dividends to stockholders, and pay operating expenses. Busey’s most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. Balances of these assets are dependent on Busey’s operating, investing, lending, and financing activities during any given period.

First Busey Corporation (BUSE) | 2025 — 85

Average liquid assets are summarized in the table below:

(dollars in thousands)

Cash and unencumbered securities on Busey’s Consolidated Balance Sheets are summarized as follows:

(dollars in thousands)

Busey’s primary sources of funds consist of deposits, investment maturities and sales, loan principal repayments, and capital funds. Additional liquidity is provided by the ability to borrow from the FHLB, the Federal Reserve Bank, and Busey’s revolving credit facility, as summarized in the table below:

(dollars in thousands)

Further, Busey could utilize brokered deposits as additional sources of liquidity, as needed.

As of December 31, 2025, management believed that adequate liquidity existed to meet all projected cash flow obligations. Busey seeks to achieve a satisfactory degree of liquidity by actively managing both assets and liabilities. Asset management guides the proportion of liquid assets to total assets, while liability management monitors future funding requirements and prices liabilities accordingly.

Busey’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. Busey Bank paid dividends to First Busey Corporation totaling $160.0 million and $100.0 million for the years ended December 31, 2025, and 2024, respectively.

Off-Balance-Sheet Arrangements

Busey Bank routinely enters into commitments to extend credit and standby letters of credit in the normal course of business to meet the financing needs of its customers. The balance of commitments to extend credit represents future cash requirements and some of these commitments may expire without being drawn upon.

First Busey Corporation (BUSE) | 2025 — 86

The following table summarizes Busey’s outstanding commitments and reserves for unfunded commitments :

(dollars in thousands)

The following table summarizes Busey’s provision for unfunded commitments for the periods presented:

(dollars in thousands)

1. The year ended December 31, 2025, included $7.2 million to establish an initial allowance for unfunded commitments in connection with the CrossFirst acquisition.

Busey anticipates that it will have sufficient funds available to meet current loan commitments, including loan applications received and in process prior to the issuance of firm commitments.

Contractual Obligations

Busey has entered into certain contractual obligations and other commitments that generally relate to funding of operations through deposits, debt issuance, and property and equipment leases.

The following table summarizes significant contractual obligations and other commitments, excluding, when applicable, short-term borrowings and the current portion of long-term borrowings, as of December 31, 2025:

(dollars in thousands)

1. The contractual obligations in this table include principal and estimated interest without any purchase accounting or debt issuance cost adjustments.

Cash Flows

Busey’s cash flows consist of operating activities, investing activities, and financing activities.

First Busey Corporation (BUSE) | 2025 — 87

Net cash flows provided by operating activities totaled $192.6 million in 2025, compared to $178.3 million provided by operating activities in 2024. Significant operating activities affecting cash flows include net income, depreciation and amortization, the provision for credit losses, stock-based compensation, and mortgage loan sale activity. Fluctuations in sales of loans held for sale are a function of changes in market rates for mortgage loans, which influence refinance activity.

Net cash provided by investing activities totaled $1.10 billion in 2025, compared to $657.9 million provided by investing activities in 2024. Significant investing activities are those associated with managing Busey’s investment and loan portfolios.

Net cash used in financing activities totaled $1.69 billion in 2025, compared to $858.1 million used in financing activities in 2024. Significant financing activities affecting cash flows include deposit and other borrowings, issuance of preferred stock, and cash dividends paid.

For additional detail, see the Consolidated Statements of Cash Flows.

Capital Resources

Busey’s capital ratios are in excess of those required to be considered “well-capitalized” pursuant to applicable regulatory guidelines. The Federal Reserve uses capital adequacy guidelines in its examination and regulation of bank holding companies and their subsidiary banks. Risk-based capital ratios are established by allocating assets and certain off-balance-sheet commitments into risk-weighted categories. These balances are then multiplied by the factor appropriate for that risk-weighted category. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain capital in excess of regulatory minimum capital requirements. The table below presents minimum capital ratios that include the capital conservation buffer in comparison to the capital ratios for First Busey and Busey Bank as of December 31, 2025.

Management believes that no conditions or events have occurred since December 31, 2025, that would materially adversely change First Busey’s or Busey Bank’s capital classifications. For further discussion of capital resources and requirements, see “Note 12. Regulatory Capital.”

NEW ACCOUNTING PRONOUNCEMENTS

Busey reviews new accounting standards as issued. Information relating to accounting pronouncements applicable to Busey appears in “Note 1. Significant Accounting Policies” in the Notes to Consolidated Financial Statements.

EFFECTS OF INFLATION

The effect of inflation on a financial institution differs significantly from the effect on an industrial company. While a financial institution’s operating expenses, particularly salaries, wages, and employee benefits, are affected by general inflation, the asset and liability structure of a financial institution consists largely of monetary items. Monetary items, such as cash, loans, and deposits, are those assets and liabilities which are or will be converted into a fixed number of dollars regardless of changes in prices. As a result, changes in interest rates have a more significant impact on a financial institution’s performance than does general inflation. For additional information regarding interest rates and changes in net interest income see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operation — Three Years Ended December 31, 2025—Net Interest Income” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

First Busey Corporation (BUSE) | 2025 — 88

Market risk is the risk of changes in asset values due to movements in underlying market rates and prices. Interest rate risk is a type of market risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting Busey as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, have a minimal impact or do not arise in the normal course of Busey’s business activities.

Busey has an asset-liability committee, whose policy is to meet at least quarterly, to review current market conditions and to structure the Consolidated Balance Sheets to optimize stability in net interest income in consideration of projected future changes in interest rates.

As interest rate changes do not impact all categories of assets and liabilities equally or simultaneously, the asset-liability committee primarily relies on balance sheet and income simulation analysis to determine the potential impact of changes in market interest rates on net interest income. In these standard simulation models, the balance sheet is projected over a one-year and a two-year time horizon and net interest income is calculated under current market rates and assuming permanent instantaneous shifts of +/-100 and +/-200 bps. The model assumes immediate and sustained shifts in the federal funds rate and other market rate indices and corresponding shifts in other non-market rate indices based on their historical changes relative to changes in the federal funds rate and other market indices. Assets and liabilities are assumed to remain constant as of the measurement date; variable-rate assets and liabilities are repriced based on repricing frequency; and prepayment speeds on loans are projected for both declining and rising rate environments.

Busey’s interest rate risk resulting from immediate and sustained changes in interest rates, expressed as a change in net interest income as a percentage of the net interest income calculated in the constant base model, was as follows:

Interest rate risk is monitored and managed within approved policy limits and any temporary exceptions to policy in periods of rapid rate movement are approved and documented. The calculation of potential effects of hypothetical interest rate changes is based on numerous assumptions and should not be relied upon as indicative of actual results. Actual results would likely differ from simulated results due to the timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.

First Busey Corporation (BUSE) | 2025 — 89

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

An evaluation of Busey’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, was carried out as of December 31, 2025, under the supervision and with the participation of its Chief Executive Officer, Chief Financial Officer, and several other members of senior management. Based on this evaluation, Busey’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, Busey’s disclosure controls and procedures were effective in ensuring that the information Busey is required to disclose in the reports Busey files or submits under the Exchange Act was (1) accumulated and communicated to Busey’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (2) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the three months ended December 31, 2025, no change occurred in Busey’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Busey’s internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Busey’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Busey’s internal control over financial reporting is a process designed under the supervision of Busey’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Busey’s Consolidated Financial Statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2025, management assessed the effectiveness of Busey’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on this assessment, management determined that Busey maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

RSM US LLP, an independent registered public accounting firm that audited Busey’s Consolidated Financial Statements included in this Annual Report, has issued an audit opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2025. The report, which expresses an unqualified opinion on the effectiveness of Busey’s internal control over financial reporting as of December 31, 2025, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.”

First Busey Corporation (BUSE) | 2025 — 188

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of First Busey Corporation and Subsidiaries

Opinion on the Internal Control Over Financial Reporting

We have audited First Busey Corporation and Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and our report dated February 26, 2026 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

First Busey Corporation (BUSE) | 2025 — 189

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Des Moines, Iowa

February 26, 2026

First Busey Corporation (BUSE) | 2025 — 190