First Busey - 10-Q quarterly report FY2025 Q1

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☑			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 0-15950

FIRST BUSEY CORPORATION

(Exact name of registrant as specified in its charter)


Nevada			37-1078406
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway Leawood, Kansas			66211
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (217) 365-4544

100 West University Avenue, Champaign, Illinois 61820

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, $0.001 par value

BUSE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Outstanding at May 8, 2025

Common Stock, $.001 par value

89,490,547

Table of Contents

FIRST BUSEY CORPORATION

FORM 10-Q

March 31, 2025


Table of Contents

GLOSSARY		3

PART I	FINANCIAL INFORMATION	5

Item 1.	FINANCIAL STATEMENTS	5
	CONSOLIDATED BALANCE SHEETS (Unaudited)	6
	CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)	7
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)	8
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)	9
	CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	10
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	12
	Note 1. Significant Accounting Policies	12
	Note 2. Mergers and Acquisitions	14
	Note 3. Debt Securities	20
	Note 4. Portfolio Loans	26
	Note 5. Leases	35
	Note 6. Deposits	37
	Note 7. Borrowings	38
	Note 8. Regulatory Capital	40
	Note 9. Tax Credit Investments and Other Investments in Unconsolidated Entities	43
	Note 10. Stock-Based Compensation	44
	Note 11. Outstanding Commitments and Contingent Liabilities	50
	Note 12. Derivative Financial Instruments	51
	Note 13. Fair Value Measurements	56
	Note 14. Earnings Per Common Share	61
	Note 15. Accumulated Other Comprehensive Income (Loss)	62
	Note 16. Operating Segments and Related Information	62
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	67
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	97
Item 4.	CONTROLS AND PROCEDURES	98

PART II	OTHER INFORMATION	98

Item 1.	LEGAL PROCEEDINGS	99
Item 1A.	RISK FACTORS	99
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	99
Item 3.	DEFAULTS UPON SENIOR SECURITIES	99
Item 4.	MINE SAFETY DISCLOSURES	99
Item 5.	OTHER INFORMATION	99
Item 6.	EXHIBITS	100

SIGNATURES		102

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GLOSSARY

Busey uses acronyms, abbreviations, and other terms throughout this Quarterly Report, as defined in the glossary below:


Term						Definition
2020 Equity Plan						First Busey Corporation Amended 2020 Equity Incentive Plan

ACL						Allowance for credit losses
Annual Report						Annual report filed with the SEC on Form 10-K pursuant to Section 13 or 15(d) of the Exchange Act
AOCI						Accumulated other comprehensive income (loss)
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Basel III						2010 capital accord adopted by the international Basel Committee on Banking Supervision
Basel III Rule						Regulations promulgated by U.S. federal banking agencies—the OCC, the Federal Reserve, and the FDIC—to both enforce implementation of certain aspects of the Basel III capital reforms and effect certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act

bps						basis points
Busey						First Busey Corporation, together with its wholly-owned consolidated subsidiaries; also, “First Busey,” and the “Company”
C&I						Commercial and industrial
CECL						ASC Topic 326 “Financial Instruments-Credit Losses,” which established the Current Expected Credit Losses methodology for measuring credit losses on financial instruments





CrossFirst						CrossFirst Bankshares, Inc.
Current Report						Current report filed with the SEC on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


DSU						Deferred stock unit

ESPP						First Busey Corporation Employee Stock Purchase Plan
Exchange Act						Securities Exchange Act of 1934, as amended
Fair value						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, as defined in ASC Topic 820 “Fair Value Measurement”
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
Federal Reserve						Board of Governors of the Federal Reserve System
FHLB						Federal Home Loan Bank


FirsTech						FirsTech, Inc.

GAAP						U.S. Generally Accepted Accounting Principles
LIBOR						London Interbank Offered Rate

M&M						Merchants and Manufacturers Bank Corporation
M&M Bank						Merchants and Manufacturers Bank
Nasdaq						National Association of Securities Dealers Automated Quotations
N/A						Not applicable


OREO						Other real estate owned
PCD						Purchased credit deteriorated

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Term						Definition
Quarterly Report						Quarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act

RSU						Restricted stock unit
SBA						U.S. Small Business Administration
SEC						U.S. Securities and Exchange Commission

SOFR						Secured Overnight Financing Rate published by the Federal Reserve
SSAR						Stock-settled stock appreciation right


U.S.						United States of America
U.S. Treasury						U.S. Department of the Treasury

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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FIRST BUSEY CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents:
Cash and due from banks	$	190,658	$	129,444
Interest-bearing deposits	1,009,634		568,215
Total cash and cash equivalents	1,200,292		697,659

Debt securities available for sale	2,273,874		1,810,221
Debt securities held to maturity	815,402		826,630
Equity securities	10,828		15,862
Loans held for sale	7,270		3,657
Portfolio loans (net of ACL of $195,210 at March 31, 2025, and $83,404 at December 31, 2024)	13,673,147		7,613,683
Restricted bank stock	53,518		49,930
Premises and equipment, net	182,003		118,820
Right of use assets	40,594		10,608
Goodwill	385,139		333,695
Other intangible assets, net	110,979		32,280
Cash surrender value of bank owned life insurance	256,432		185,087
Other assets	454,774		348,590
Total assets	$	19,464,252	$	12,046,722

Liabilities and stockholders’ equity
Liabilities
Deposits:
Noninterest-bearing	$	3,693,070	$	2,719,907
Interest-bearing	12,766,400		7,262,583
Total deposits	16,459,470		9,982,490

Securities sold under agreements to repurchase	137,340		155,610
Short-term borrowings	11,209		—
Long-term debt	78,542		—

Subordinated notes, net of unamortized issuance costs	227,967		227,723
Junior subordinated debt owed to unconsolidated trusts	77,117		74,815
Lease liabilities	41,111		11,040
Other liabilities	251,890		211,775
Total liabilities	17,284,646		10,663,453

Outstanding commitments and contingent liabilities (see Notes 5 and 11)

Stockholders’ equity

Common stock ($0.001 par value; 200,000,000 shares authorized at March 31, 2025, and 100,000,000 shares authorized at December 31, 2024)	93		60
Additional paid-in capital	2,167,275		1,360,530
Retained earnings	249,484		294,054
AOCI	(172,810)		(207,039)
Total stockholders’ equity before treasury stock	2,244,042		1,447,605
Treasury stock at cost	(64,436)		(64,336)
Total stockholders’ equity	2,179,606		1,383,269
Total liabilities and stockholders’ equity	$	19,464,252	$	12,046,722

Shares
Preferred shares issued and outstanding ($0.001 par value; 1,000,000 shares authorized)	7,750		—
Common shares:
Issued	92,694,541		59,546,273
Less: Treasury	2,686,363		2,650,292
Outstanding	90,008,178		56,895,981

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)


	Three Months Ended March 31,
(dollars in thousands, except per share amounts)		2025		2024
Interest income
Interest and fees on loans		$	139,533	$	99,325
Interest and dividends on investment securities:
Taxable interest income		18,297		19,597
Non-taxable interest income		642		340
Dividend income on bank stock		759		87
Other interest income		7,584		6,471
Total interest income		166,815		125,820

Interest expense
Deposits		57,312		43,968
Federal funds purchased and securities sold under agreements to repurchase		876		1,372
Short-term borrowings		67		232
Long-term debt		287		296

Subordinated notes		3,187		3,109
Junior subordinated debt owed to unconsolidated trusts		1,355		989
Total interest expense		63,084		49,966

Net interest income		103,731		75,854
Provision for credit losses		42,452		5,038
Net interest income after provision for credit losses		61,279		70,816

Noninterest income
Wealth management fees		17,364		15,549
Fees for customer services		8,128		7,056

Payment technology solutions		5,073		5,709
Mortgage revenue		329		746
Income on bank owned life insurance		1,446		1,419
Realized net gains (losses) on the sale of mortgage servicing rights		—		7,465
Realized net gains (losses) on securities		(15,537)		(6,802)
Unrealized net gains (losses) recognized on equity securities		(231)		427
Other noninterest income		4,651		3,344
Total noninterest income		21,223		34,913

Noninterest expense
Salaries, wages, and employee benefits		67,563		42,090
Data processing		9,575		6,550
Net occupancy expense of premises		5,799		4,720
Furniture and equipment expenses		1,744		1,813
Professional fees		9,511		2,253
Amortization of intangible assets		3,083		2,409
Interchange expense		1,343		1,611
FDIC insurance		2,167		1,400
Other noninterest expense		14,386		7,923
Total noninterest expense		115,171		70,769

Income (loss) before income taxes		(32,669)		34,960
Income taxes		(2,679)		8,735
Net income (loss)		$	(29,990)	$	26,225

Basic earnings (loss) per common share		$	(0.44)	$	0.47
Diluted earnings (loss) per common share		$	(0.44)	$	0.46
Dividends declared per share of common stock		$	0.25	$	0.24

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Net income (loss)		$	(29,990)	$	26,225
OCI:
Unrealized/Unrecognized gains (losses) on debt securities:
Net unrealized holding gains (losses) on debt securities available for sale		23,827		(7,947)

Reclassification adjustment for realized (gains) losses on debt securities available for sale included in net income		15,537		6,802
Amortization of unrecognized losses on securities transferred to held to maturity		1,133		1,411
Tax effect		(12,414)		(75)
Net change in unrealized/unrecognized gains (losses) on debt securities		28,083		191
Unrealized gains (losses) on cash flow hedges:
Net unrealized holding gains (losses) on cash flow hedges		6,098		(7,318)
Reclassification adjustment for realized (gains) losses on cash flow hedges included in net income		2,060		2,313
Tax effect		(2,012)		1,427
Net change in unrealized gains (losses) on cash flow hedges		6,146		(3,578)
OCI		34,229		(3,387)
Total comprehensive income		$	4,239	$	22,838

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)


	Three Months Ended March 31, 2025
	Number of Shares		Stock				Additional Paid-in Capital		Retained Earnings		AOCI		Treasury Stock		Total Stockholders' Equity
(dollars in thousands)	Preferred	Common	Preferred		Common
Balance, December 31, 2024	—	56,895,981	$	—	$	60	$	1,360,530	$	294,054	$	(207,039)	$	(64,336)	$	1,383,269

Net income (loss)	—	—	—		—		—		(29,990)		—		—		(29,990)
OCI, net of tax	—	—	—		—		—		—		34,229		—		34,229
Stock issued in acquisition, net of stock issuance costs	7,750	33,148,268	—		33		808,022		—		—		—		808,055
Repurchase of stock	—	(220,000)	—		—		—		—		—		(4,836)		(4,836)
Issuance of treasury stock for ESPP	—	33,728	—		—		(249)		—		—		868		619
Net issuance of treasury stock for RSU/PSU/DSU vesting and related tax	—	146,943	—		—		(4,665)		—		—		3,784		(881)
Net issuance of treasury stock for SSARs exercised and related tax	—	3,258	—		—		(113)		—		—		84		(29)


Cash dividends on common stock at $0.25 per share	—	—	—		—		—		(14,224)		—		—		(14,224)
Stock dividend equivalents on RSUs/PSUs/DSUs	—	—	—		—		356		(356)		—		—		—
Stock-based compensation	—	—	—		—		3,394		—		—		—		3,394
Balance, March 31, 2025	7,750	90,008,178	$	—	$	93	$	2,167,275	$	249,484	$	(172,810)	$	(64,436)	$	2,179,606


	Three Months Ended March 31, 2024
	Number of Shares		Stock				Additional Paid-in Capital		Retained Earnings		AOCI		Treasury Stock		Total Stockholders' Equity
(dollars in thousands)	Preferred	Common	Preferred		Common
Balance, December 31, 2023	—	55,244,119	$	—	$	58	$	1,323,595	$	237,197	$	(218,803)	$	(70,066)	$	1,271,981
Cumulative effect of change in accounting principal (ASU 2023-02)	—	—	—		—		—		(1,391)		—		—		(1,391)
Net income	—	—	—		—		—		26,225		—		—		26,225
OCI, net of tax	—	—	—		—		—		—		(3,387)		—		(3,387)


Issuance of treasury stock for ESPP	—	23,305	—		—		(124)		—		—		599		475
Net issuance of treasury stock for RSU/DSU vesting and related tax	—	32,584	—		—		(1,235)		—		—		839		(396)

Cash dividends on common stock at $0.24 per share	—	—	—		—		—		(13,259)		—		—		(13,259)
Stock dividend equivalents on RSUs/PSUs/DSUs	—	—	—		—		360		(360)		—		—		—
Stock-based compensation	—	—	—		—		2,403		—		—		—		2,403
Balance, March 31, 2024	—	55,300,008	$	—	$	58	$	1,324,999	$	248,412	$	(222,190)	$	(68,628)	$	1,282,651

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Cash flows provided by (used in) operating activities
Net income (loss)	$	(29,990)	$	26,225
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for credit losses	42,452		5,038
Amortization of intangible assets	3,083		2,409
Amortization of mortgage servicing rights	168		468

Depreciation and amortization of premises and equipment	2,649		2,378
Net amortization (accretion) on portfolio loans	(1,164)		1,629
Net amortization (accretion) of premium (discount) on investment securities	1,437		2,535
Net amortization (accretion) of premium (discount) on time deposits	(659)		(20)
Net amortization (accretion) of premium (discount) on FHLB advances and other borrowings	433		265

Impairment of fixed assets held for sale	188		48
Impairment of mortgage servicing rights	(2)		1

Unrealized (gains) losses recognized on equity securities, net	231		(427)

(Gain) loss on sales of debt securities, net	15,537		6,802
(Gain) loss on sales of mortgage servicing rights	—		(7,465)
(Gain) loss on sales of loans, net	(197)		(269)
(Gain) loss on sales of OREO and other repossessed assets	(16)		(540)
(Gain) loss on sales of premises and equipment	25		(10)
(Gain) loss on life insurance proceeds	(211)		(394)
(Increase) decrease in cash surrender value of bank owned life insurance	(1,235)		(1,025)
Provision for deferred income taxes	1,761		—
Stock-based compensation	3,394		2,403

Proceeds from the sale of mortgage servicing rights	—		9,796
Mortgage loans originated for sale	(13,169)		(19,296)
Proceeds from sales of mortgage loans	9,802		15,241
(Increase) decrease in other assets	(7,139)		1,613
Increase (decrease) in other liabilities	(19,000)		(10,055)
Net cash provided by (used in) operating activities	8,378		37,350

Cash flows provided by (used in) investing activities
Purchases of equity securities	(742)		(177)
Purchases of debt securities available for sale	(336,428)		(780)
Proceeds from sales of equity securities	5,650		626
Proceeds from sales of debt securities available for sale	528,940		101,360
Proceeds from paydowns and maturities of debt securities held to maturity	11,754		11,154
Proceeds from paydowns and maturities of debt securities available for sale	92,454		79,104
Purchases of restricted bank stock	(10)		—
Proceeds from the redemption of restricted bank stock	3		—

Net (increase) decrease in loans	(93,249)		56,113
Net cash received in (paid for) acquisitions (see Note 2)	385,808		—
Cash paid for premiums on bank-owned life insurance	(46)		(70)
Proceeds from life insurance	3,306		2,359
Purchases of premises and equipment	(1,797)		(1,365)
Proceeds from disposition of premises and equipment	—		37
Capitalized expenditures on foreclosed real estate	(55)		—
Proceeds from sales of OREO and other repossessed assets, including cash payments collected	14,631		600
Net cash provided by (used in) investing activities	610,219		248,961

(continued)

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FIRST BUSEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)


	Three Months Ended March 31,
(dollars in thousands)	2025		2024
Cash flows provided by (used in) financing activities
Net increase (decrease) in deposits	$	(94,060)	$	(330,945)
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase	(18,270)		(40,221)

Proceeds from other borrowings, net of debt issuance costs	16,667		—
Repayment of other borrowings	(30)		(30,000)
Cash dividends paid	(14,224)		(13,259)
Purchase of treasury stock	(4,836)		—
Cash paid for withholding taxes on stock-based payments	(881)		(396)
Proceeds from the exercise of stock options, warrants, and SSARs	(29)		—

Issuance of treasury stock for the ESPP	619		—
Common stock issuance costs	(920)		—
Net cash provided by (used in) financing activities	$	(115,964)	$	(414,821)

Net increase (decrease) in cash and cash equivalents	$	502,633	$	(128,510)
Cash and cash equivalents, beginning of period	697,659		719,581
Cash and cash equivalents, ending of period	$	1,200,292	$	591,071

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash payments for:
Interest	$	42,514	$	51,676


Non-cash investing and financing activities:
OREO and other repossessed assets acquired in settlement of loans	14,844		—

See accompanying Notes to Consolidated Financial Statements (Unaudited).

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

First Busey Corporation, a Nevada corporation organized in 1980, is a $19.46 billion financial holding company headquartered in Leawood, Kansas. Busey’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”

Busey operates and reports its business in three segments: Banking, Wealth Management, and FirsTech.

•The Banking operating segment provides a full range of banking services to individual and corporate customers through its banking center network in Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas. Busey currently operates through two wholly-owned bank subsidiaries, Busey Bank and CrossFirst Bank. For additional information about the CrossFirst acquisition, see “Note 2. Mergers and Acquisitions.”

•The Wealth Management operating segment provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations.

•The FirsTech operating segment provides comprehensive and innovative payment technology solutions including online, mobile, and voice-recognition bill payments; money management and credit card networks; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments. FirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.

For additional information about First Busey's operating segments, see “Note 16. Operating Segments and Related Information.”

Basis of Financial Statement Presentation

These unaudited consolidated financial statements and related notes should be read together with the audited consolidated financial statements included in Busey's 2024 Annual Report. These interim unaudited consolidated financial statements serve to update Busey’s 2024 Annual Report and may not include all information and notes necessary to constitute a complete set of financial statements.

Busey’s unaudited consolidated financial statements are prepared in conformity with GAAP, and reflect the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on Busey’s consolidated financial condition or results of operations.

In the opinion of Busey’s management, the unaudited consolidated financial statements reflect all normal, recurring adjustments needed to present fairly Busey’s results for the interim periods. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

Use of Estimates

In preparing the accompanying unaudited consolidated financial statements in conformity with GAAP, Busey’s management is required to make estimates and assumptions that affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates. Material estimates which are particularly susceptible to significant change in the near term relate to the fair value of assets acquired and liabilities assumed in business combinations, goodwill, income taxes, and the determination of the ACL.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, and interest-bearing deposits held with other financial institutions. The carrying amount of these instruments is considered a reasonable estimate of fair value. At March 31, 2025, cash and cash equivalents included $10.3 million contractually restricted to a third-party service provider, $24.4 million pledged to secure obligations under derivative contracts, and $43.9 million of reserved cash subject to call by the Federal Reserve Bank, as a member of the Federal Reserve System.

Income Taxes

Busey is subject to income taxes in U.S. federal and various state jurisdictions. First Busey Corporation and its subsidiaries file consolidated federal and state income tax returns with each subsidiary computing its taxes on a separate entity basis. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, which requires significant judgment.

As of March 31, 2025, Busey Bank was under examination by the Florida Department of Revenue for its 2020 to 2022 corporate income tax filings. Busey Bank accrued $0.1 million related to potential assessment adjustments and interest. Other than this, Busey had no accruals for payments of interest and penalties related to uncertain tax positions at March 31, 2025, or 2024.

As of March 31, 2025, Busey was also under examination by the Illinois Department of Revenue for M&M’s tax filings for the tax years 2022 and 2023.

Impact of Recently Adopted Accounting Standards

In March 2024, the FASB issued ASU 2024-01 “Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” to clarify that certain “profits interests” are within the scope of Topic 718 by amending the language and providing illustrative examples on how the scope guidance in paragraph 718-10-15-3 should be applied. This update is intended to improve clarity of the accounting standards codification, not to change the guidance. This update was adopted on a prospective basis for annual and interim reporting periods beginning January 1, 2025. Busey does not currently have any Profit Interest and Similar Awards, so adoption of this ASU did not have any impact on its financial position and results of operations.

In November 2023, the FASB issued ASU 2023‑07 “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures” requiring enhanced disclosures related to significant segment expenses. This standard was adopted on a retrospective basis beginning with the annual reporting period ending December 31, 2024, and for interim reporting periods within fiscal years starting January 1, 2025. Adoption of this standard did not have a material impact on Busey’s financial position or results of operations, but resulted in enhanced disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-04 “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” to clarify when certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Because Busey does not currently have any convertible debt, the Company does not expect adoption of this ASU to have any impact on its financial position or results of operations.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to require additional disclosures within the notes to the financial statements abut certain expense items. Specifically, disaggregation of income statement captions that contain expenses within the following five categories is required: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (“DD&A”) costs recognized as part of oil- and gas-producing activities or other amounts of depletion expense. Further, this update requires disclosure the total amount of selling expenses and the entity’s definition selling expenses. This update provides a practical expedient for banks and bank holding companies to continue presenting salaries and employee benefits in conformity with SEC Rule 210.9-04 instead of requiring those entities to apply the employee compensation definition included in Subtopic 220-40. The amendments in this update may be applied on either a prospective or retrospective basis and will be effective for Busey beginning with the annual reporting period ending December 31, 2027, and interim reporting periods beginning January 1, 2028. Early adoption is permitted. Because this update relates only to disclosure, Busey does not expect adoption of this ASU to have any impact on its financial position or results of operations.

In December 2023, the FASB issued ASU 2023‑09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires more detailed disclosures of income taxes paid net of refunds received, income from continuing operations before income tax expense or benefit, and income tax expense from continuing operations. This standard is to be applied on a prospective basis, with retrospective application permitted, and will be effective for Busey for annual reporting periods beginning with the fiscal year ending December 31, 2025. Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.

In October 2023, the FASB issued ASU 2023‑06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” which aligns certain GAAP disclosure requirements with the SEC’s disclosure requirements, in order to better facilitate comparisons between entities that are subject to the SEC’s existing disclosures with entities that were not previously subject to the SEC’s requirements. Amendments in this update should be applied prospectively, and the effective date for Busey for each amendment in this ASU will be the date on which the SEC removes the related disclosure from Regulation S‑X or Regulation S‑K. Early adoption is prohibited. If the SEC has not removed the related disclosures from Regulation S‑X or Regulation S‑K by June 30, 2027, the pending content of this update will be removed from the ASC and will not become effective for any entity. Busey does not expect adoption of this ASU to have a material impact on its financial position or results of operations.

Subsequent Events

Busey has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report were issued. On April 30, 2025, Busey issued a conditional notice of full redemption of its 5.25% fixed-to-floating rate subordinated notes, which it intends to redeem on June 1, 2025. The aggregate principal amount of the Subordinated Notes, plus accrued and unpaid interest thereon up to, but excluding, June 1, 2025, is $128.3 million. Other than this, there were no significant events subsequent to the quarter ended March 31, 2025, through the filing date of these unaudited consolidated financial statements.

NOTE 2. MERGERS AND ACQUISITIONS

CrossFirst Bankshares, Inc.

Effective March 1, 2025, Busey completed its previously announced acquisition of CrossFirst (NASDAQ: CFB), the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger, dated August 26, 2024, by and between Busey and CrossFirst (the “CrossFirst Merger Agreement”). This partnership creates a premier commercial bank in the Midwest, Southwest, and Florida, with 78 full-service locations across 10 states—Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas. The combined holding company will continue to operate under the First Busey Corporation name. Busey common stock will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Merger of CrossFirst Bank into Busey Bank

CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Following the acquisition date through the end of the reporting period, CrossFirst revenue, consisting of net interest income and noninterest income, was $24.2 million and CrossFirst net loss was $34.5 million. The net loss resulted from non-recurring acquisition expenses, including provision expense for the establishment of an ACL on acquired loans. Busey will operate CrossFirst Bank as a separate banking subsidiary until it is merged with and into Busey Bank, which is expected to occur on June 20, 2025. At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank.

CrossFirst Merger Consideration

Upon completion of the acquisition, each share of CrossFirst common stock converted into the right to receive 0.6675 of a share of Busey’s common stock. Cash was paid in lieu of fractional shares. The fair value of common shares issued in consideration of the CrossFirst acquisition was based on the closing price of Busey’s common stock on February 28, 2025.

Further, upon completion of the acquisition, each share of CrossFirst Series A Non-cumulative Perpetual Preferred Stock converted to the right to receive one share of Busey Series A Non-cumulative Perpetual Preferred Stock. The fair value of Busey Series A Non-cumulative Perpetual Preferred Stock was based on the redemption price of $1,000 per share.

The total consideration paid also included the fair value of replacement equity awards related to past service totaling $6.0 million. Busey used a Monte Carlo simulation to estimate the fair value of SSARs and market-based awards. Other awards were valued based on Busey’s closing stock price on February 28, 2025.

Acquisition Accounting

The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Estimated fair values are considered provisional until final fair values are determined or the measurement period has passed, but no later than one year from the acquisition date. Review of all valuations and taxes are still being performed by management. Therefore, amounts are subject to change from the provisional amounts disclosed below.

As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $51.4 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.

Merchants and Manufacturers Bank Corporation

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

Merger of M&M Bank into Busey Bank

Busey operated M&M Bank as a separate banking subsidiary of Busey until it was merged with Busey Bank on June 21, 2024. At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

M&M Merger Consideration

At the effective time of the M&M acquisition, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the M&M merger agreement, either (1) $117.74 in cash (“Cash Election”), (2) 5.7294 shares of Busey common stock (“Share Election”), or (3) mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock (“Mixed Election”).

Most of the M&M common stockholders who submitted an election form by the election deadline made the Share Election to receive their merger consideration solely in the form of shares of Busey common stock. As a result of the elections of M&M common stockholders, and in accordance with the proration and adjustment provisions of the M&M merger agreement, the merger consideration paid to M&M common stockholders was comprised of an aggregate of 1,429,304 shares of Busey common stock and an aggregate of $12.2 million in cash, allocated as follows for each share of M&M stock: (1) $117.74 in cash for the Cash Election, (2) $5.3966 in cash and 5.4668 shares of Busey common stock for the Share Election, and (3) $34.55 in cash and 4.0481 shares of Busey common stock for the Mixed Election. Pursuant to the terms of the M&M merger agreement, M&M common stockholders that did not make an election or submit a properly completed election form by the election deadline of March 29, 2024, received cash consideration of $117.74 for each share of M&M common stock held. No fractional shares of Busey common stock were issued in the M&M acquisition. Fractional shares were paid in cash at the rate of $23.32 per share.

Additional merger consideration of $3.0 million was paid to redeem 300 shares of M&M preferred stock.

Acquisition Accounting

The M&M acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on April 1, 2024, the date of acquisition. Fair values, including initial accounting for deferred taxes, were subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values became available, and were final as of March 31, 2025. A final fair value adjustment of $0.1 million for deferred taxes was recorded during the three months ended March 31, 2025, in connection with the M&M acquisition.

As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $15.9 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market, and was assigned to the Banking operating segment. None of the goodwill recognized in the M&M acquisition is expected to be tax deductible.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Acquisition Date Fair Values

Acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were estimated as follows:


	As of
	March 1, 2025		April 1, 2024
(dollars in thousands)	CrossFirst (provisional)		M&M (final)
Assets acquired
Cash and cash equivalents	$	385,808	$	33,577
Securities	725,622		8,086
Portfolio loans, net of ACL	6,022,347		417,230
Premises and equipment	64,249		2,045
Right of use assets	30,723		253
Other intangible assets	81,783		6,346
Other assets	186,994		10,208
Total assets acquired	7,497,526		477,745

Liabilities assumed
Deposits	6,571,699		392,838
Short-term borrowings	11,209		35,932
Long-term debt	61,780		1,450
Subordinated notes, net of unamortized issuance costs	—		3,911
Junior subordinated debt owed to unconsolidated trusts	2,238		2,594
Lease liabilities	30,723		253
Other liabilities	62,266		7,089
Total liabilities assumed	6,739,915		444,067

Net assets acquired	$	757,611	$	33,678

Consideration paid
Cash	$	4	$	15,200
Common stock	795,227		34,375
Preferred stock	7,750		—
Replacement awards1	5,999		—
Total consideration paid	$	808,980	$	49,575

Goodwill	$	51,369	$	15,897

___________________________________________

1.Represents the value of replacement awards related to past service.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans Valuations

Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition includes adjustments to certain receivables that were not considered impaired as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applies various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. Busey believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements include non-PCD loans and customer receivables with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion.

A portion of acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these loans:


	As of
	March 1, 2025		April 1, 2024
(dollars in thousands)	CrossFirst		M&M
PCD Financial Assets
Gross contractual receivable for PCD financial assets1	$	1,428,978	$	29,290
ACL recorded for estimated uncollectible contractual cash flows specific to PCD financial assets	(100,783)		(1,243)
Interest premium (discount) specific to PCD financial assets	(3,063)		(1,773)
Fair value of PCD financial assets	$	1,325,132	$	26,274

___________________________________________

1.In connection with the CrossFirst acquisition, Busey also acquired $110.7 million of previously charged-off principal in addition to the PCD assets listed above.

Pro Forma Results

The following unaudited pro forma information has been prepared as if the CrossFirst acquisition had occurred on January 1, 2024, and as if the M&M acquisition had occurred January 1, 2023. The pro forma results combine the historical results of CrossFirst and M&M into Busey’s Consolidated Statements of Income (Unaudited), including the impact of purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2024, or on January 1, 2023, as applicable. Further, pro forma information does not purport to be indicative of future financial operating results. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies, or asset dispositions. Only the merger related expenses that have been recognized are included in net income in the table below:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Revenue (net interest income plus noninterest income)		$	179,594	$	197,213
Net income		20,164		11,054

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Other Acquisition Costs

Busey incurred acquisition related expenses as follows:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Pre-tax acquisition expenses
M&M		$	108	$	285
CrossFirst		71,490		—
Pre-tax acquisition expenses		$	71,598	$	285

Acquisition related expenses for CrossFirst were comprised primarily of an initial provision to establish an ACL on non-PCD loans (recorded as provision expense), and multiple components of noninterest expense including an initial provision for unfunded commitments; salaries, wages and employee benefits (including equity compensation); data processing; and legal, professional, and consulting costs. Acquisition related expenses for M&M were comprised primarily of professional fees and data processing costs.

Of the total acquisition related expenses, the following legal, professional, and consulting costs were incurred to consummate the mergers:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Pre-tax costs to consummate the merger
M&M		$	—	$	131
CrossFirst		7,144		—
Pre-tax costs to consummate the merger		$	7,144	$	131

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 3. DEBT SECURITIES

Busey's portfolio of debt securities includes both available for sale and held to maturity securities. The tables below provide the amortized cost, unrealized or unrecognized gains and losses, and fair values of debt securities summarized by major category:


	As of March 31, 2025
(dollars in thousands)	Amortized Cost		Unrealized				Fair Value
			Gross Gains		Gross Losses
Debt securities available for sale

Obligations of U.S. government corporations and agencies	$	219	$	—	$	(2)	$	217
Obligations of states and political subdivisions1	262,377		90		(18,603)		243,864
Asset-backed securities1	342,584		92		—		342,676
Commercial mortgage-backed securities	93,488		98		(12,762)		80,824
Residential mortgage-backed securities1	1,651,857		2,285		(158,626)		1,495,516
Corporate debt securities1	113,716		365		(3,304)		110,777
Total debt securities available for sale	$	2,464,241	$	2,930	$	(193,297)	$	2,273,874



	Amortized Cost		Unrecognized				Fair Value
			Gross Gains		Gross Losses
Debt securities held to maturity
Commercial mortgage-backed securities	$	411,680	$	—	$	(71,458)	$	340,222
Residential mortgage-backed securities	403,722		—		(65,474)		338,248
Total debt securities held to maturity	$	815,402	$	—	$	(136,932)	$	678,470

___________________________________________

1.Includes securities marked at par, with no gain or loss to report.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of December 31, 2024
(dollars in thousands)	Amortized Cost		Unrealized				Fair Value
			Gross Gains		Gross Losses
Debt securities available for sale

Obligations of U.S. government corporations and agencies	$	1,408	$	—	$	(8)	$	1,400
Obligations of states and political subdivisions1	156,534		31		(16,736)		139,829
Asset-backed securities1	336,379		181		(3)		336,557
Commercial mortgage-backed securities	107,305		—		(15,131)		92,174
Residential mortgage-backed securities	1,279,090		19		(191,899)		1,087,210
Corporate debt securities	159,236		363		(6,548)		153,051
Total debt securities available for sale	$	2,039,952	$	594	$	(230,325)	$	1,810,221



	Amortized Cost		Unrecognized				Fair Value
			Gross Gains		Gross Losses
Debt securities held to maturity
Commercial mortgage-backed securities	$	415,530	$	—	$	(77,242)	$	338,288
Residential mortgage-backed securities	411,100		—		(74,335)		336,765
Total debt securities held to maturity	$	826,630	$	—	$	(151,577)	$	675,053

___________________________________________

1.Includes securities marked at par, with no gain or loss to report.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Maturities of Debt Securities

Amortized cost and fair value of debt securities, by contractual maturity or pre-refunded date, are shown below. Mortgages underlying mortgage-backed securities and asset-backed securities may be called or prepaid; therefore, actual maturities could differ from the contractual maturities. All mortgage-backed securities were issued by U.S. government corporations and agencies:


	As of March 31, 2025
(dollars in thousands)	Amortized Cost		Fair Value
Debt securities available for sale
Due in one year or less	$	68,340	$	68,099
Due after one year through five years	67,386		64,779
Due after five years through ten years	452,231		434,831
Due after ten years	1,876,284		1,706,165
Debt securities available for sale	$	2,464,241	$	2,273,874

Debt securities held to maturity
Due in one year or less	$	17,862	$	17,665
Due after one year through five years	60,943		58,316
Due after five years through ten years	14,700		12,929
Due after ten years	721,897		589,560
Debt securities held to maturity	$	815,402	$	678,470

Gains and Losses on Debt Securities Available for Sale

Realized gains and losses related to sales and calls of debt securities available for sale are summarized as follows:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Realized gains and losses on debt securities
Gross gains on debt securities		$	8	$	1
Gross (losses) on debt securities1		(15,545)		(6,803)
Realized net gains (losses) on debt securities		$	(15,537)	$	(6,802)

___________________________________________

1.During the first quarter of 2025, Busey sold available for sale debt securities with a book value of approximately $205.6 million for a pre-tax loss of $15.5 million, as part of a balance sheet repositioning strategy. During the first quarter of 2024, Busey sold available for sale debt securities with a book value of approximately $108.2 million for a pre-tax loss of $6.8 million, as part of a balance sheet repositioning strategy.

Debt securities with carrying amounts of $695.3 million on March 31, 2025, and $871.4 million on December 31, 2024, were pledged as collateral for public deposits, securities sold under agreements to repurchase, and for other purposes as required.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Debt Securities in an Unrealized or Unrecognized Loss Position

The following information pertains to debt securities with gross unrealized or unrecognized losses, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:


	As of March 31, 2025
	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Debt securities available for sale

Obligations of U.S. government corporations and agencies1	$	66	$	—	$	151	$	(2)	$	217	$	(2)
Obligations of states and political subdivisions	130,434		(5,962)		96,467		(12,641)		226,901		(18,603)

Commercial mortgage-backed securities	1,495		(2)		74,450		(12,760)		75,945		(12,762)
Residential mortgage-backed securities	247,106		(689)		810,718		(157,937)		1,057,824		(158,626)
Corporate debt securities	916		(21)		96,685		(3,283)		97,601		(3,304)
Debt securities available for sale with gross unrealized losses	$	380,017	$	(6,674)	$	1,078,471	$	(186,623)	$	1,458,488	$	(193,297)



	12 months or more			Total
		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
Debt securities held to maturity
Commercial mortgage-backed securities		$	340,222	$	(71,458)	$	340,222	$	(71,458)
Residential mortgage-backed securities		338,248		(65,474)		338,248		(65,474)
Debt securities held to maturity with gross unrecognized losses		$	678,470	$	(136,932)	$	678,470	$	(136,932)

___________________________________________

1.Gross losses for securities in a loss position for less than 12 months were insignificant, rounding to zero thousand.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of December 31, 2024
	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Debt securities available for sale

Obligations of U.S. government corporations and agencies	$	—	$	—	$	1,328	$	(8)	$	1,328	$	(8)
Obligations of states and political subdivisions	11,234		(209)		119,723		(16,527)		130,957		(16,736)
Asset-backed securities	14,997		(3)		—		—		14,997		(3)
Commercial mortgage-backed securities	6,238		(42)		85,936		(15,089)		92,174		(15,131)
Residential mortgage-backed securities	152,081		(640)		930,642		(191,259)		1,082,723		(191,899)
Corporate debt securities	598		(1)		143,966		(6,547)		144,564		(6,548)
Debt securities available for sale with gross unrealized losses	$	185,148	$	(895)	$	1,281,595	$	(229,430)	$	1,466,743	$	(230,325)



	12 months or more			Total
		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
Debt securities held to maturity
Commercial mortgage-backed securities		$	338,288	$	(77,242)	$	338,288	$	(77,242)
Residential mortgage-backed securities		336,765		(74,335)		336,765		(74,335)
Debt securities held to maturity with gross unrecognized losses		$	675,053	$	(151,577)	$	675,053	$	(151,577)

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Additional information about debt securities in an unrealized or unrecognized loss position is presented in the tables below:


	As of March 31, 2025
(dollars in thousands)	Available for Sale			Held to Maturity			Total
Debt securities with gross unrealized or unrecognized losses, fair value	$	1,458,488		$	678,470		$	2,136,958
Gross unrealized or unrecognized losses on debt securities	193,297			136,932			330,229
Ratio of gross unrealized or unrecognized losses to debt securities with gross unrealized or unrecognized losses	13.3		%	20.2		%	15.5		%

Count of debt securities	679			55			734
Count of debt securities in an unrealized or unrecognized loss position	536			55			591


	As of December 31, 2024
(dollars in thousands)	Available for Sale			Held to Maturity			Total
Debt securities with gross unrealized or unrecognized losses, fair value	$	1,466,743		$	675,053		$	2,141,796
Gross unrealized or unrecognized losses on debt securities	230,325			151,577			381,902
Ratio of gross unrealized or unrecognized losses to debt securities with gross unrealized or unrecognized losses	15.7		%	22.5		%	17.8		%

Count of debt securities	677			55			732
Count of debt securities in an unrealized or unrecognized loss position	586			55			641

Unrealized and unrecognized losses are related to changes in market interest rates and market conditions that do not represent credit-related impairments. Unless part of a corporate strategy or repositioning plan, Busey does not intend to sell securities that are in an unrealized or unrecognized loss position, and it is more likely than not that Busey will recover the amortized cost prior to being required to sell the debt securities. Full collection of the amounts due according to the contractual terms of the debt securities is expected; therefore, no ACL has been recorded in relation to debt securities, and the impairment related to noncredit factors on debt securities available for sale is recognized in AOCI, net of applicable taxes. As of March 31, 2025, Busey did not hold general obligation bonds of any single issuer that exceeded, in aggregate, 10% of Busey’s stockholders’ equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 4. PORTFOLIO LOANS

Loan Categories

Busey’s lending can be summarized in two primary categories: commercial and retail. Loans within these categories are further classified by lending activity: C&I and other commercial, commercial real estate, real estate construction, retail real estate, and retail other. Distributions of the loan portfolio by loan category and activity is presented in the following table:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Commercial loans
C&I and other commercial	$	4,513,543	$	1,904,515
CRE	5,573,766		3,269,564
Real estate construction	1,051,179		378,209
Total commercial loans	11,138,488		5,552,288
Retail loans
Retail real estate	2,245,705		1,696,457
Retail other	484,164		448,342
Total retail loans	2,729,869		2,144,799

Total portfolio loans	13,868,357		7,697,087
ACL	(195,210)		(83,404)
Portfolio loans, net	$	13,673,147	$	7,613,683

Net deferred loan origination costs included in the balances above were $12.3 million as of March 31, 2025, compared to $12.5 million as of December 31, 2024. Net accretable purchase accounting adjustments included in the balances above reduced loans by $105.3 million as of March 31, 2025, and $8.8 million as of December 31, 2024.

Busey did not purchase any retail real estate loans during the three months ended March 31, 2025 or 2024.

Pledged Loans

Busey has an executed blanket lien with the FHLB. The principal balance of loans Busey has pledged as collateral that the banks are able to borrow against with the FHLB and Federal Reserve Bank for liquidity is set forth in the table below:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Pledged loans
FHLB	$	5,454,647	$	4,813,600
Federal Reserve Bank	1,764,406		765,824
Total pledged loans	$	7,219,053	$	5,579,424

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Risk Grading

Busey utilizes a loan grading scale to assign a risk grade to all of its loans. A description of the general characteristics of each grade is as follows:

•Pass – This category includes loans that are all considered acceptable credits, ranging from investment or near investment grade, to loans made to borrowers who exhibit credit fundamentals that meet or exceed industry standards.

•Watch – This category includes loans that warrant a higher-than-average level of monitoring to ensure that weaknesses do not cause the inability of the credit to perform as expected. These loans are not necessarily a problem due to other inherent strengths of the credit, such as guarantor strength, but have above average concern and monitoring.

•Special mention – This category is for “Other Assets Specially Mentioned” loans that have potential weaknesses, which may, if not checked or corrected, weaken the asset or inadequately protect Busey’s credit position at some future date.

•Substandard – This category includes “Substandard” loans, determined in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Busey will sustain some loss if the deficiencies are not corrected.

•Substandard non-accrual – This category includes loans that have all the characteristics of a “Substandard” loan with additional factors that make collection in full highly questionable and improbable. Such loans are placed on non-accrual status and may be dependent on collateral with a value that is difficult to determine.

All loans are graded at their inception. Commercial lending relationships that are $1.0 million or less are usually processed through an expedited underwriting process. Most commercial loans greater than $1.0 million are included in a portfolio review at least annually. Commercial loans greater than $0.35 million that have a grading of special mention or worse are typically reviewed on a quarterly basis. Interim reviews may take place if circumstances of the borrower warrant a more frequent review.

The following table is a summary of Busey’s portfolio loans by risk grade, segregated by loan category:


	As of March 31, 2025
(dollars in thousands)	Pass		Watch		Special Mention		Substandard		Substandard Non-accrual		Total
Commercial loans
C&I and other commercial	$	3,765,745	$	500,705	$	121,321	$	87,567	$	38,205	$	4,513,543
CRE	4,571,478		822,841		137,373		34,375		7,699		5,573,766
Real estate construction	951,758		68,016		26,116		5,270		19		1,051,179
Total commercial loans	9,288,981		1,391,562		284,810		127,212		45,923		11,138,488
Retail loans
Retail real estate	2,220,625		7,344		6,696		8,410		2,630		2,245,705
Retail other	483,739		150		—		181		94		484,164
Total retail loans	2,704,364		7,494		6,696		8,591		2,724		2,729,869
Total portfolio loans	$	11,993,345	$	1,399,056	$	291,506	$	135,803	$	48,647	$	13,868,357

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of December 31, 2024
(dollars in thousands)	Pass		Watch		Special Mention		Substandard		Substandard Non-accrual		Total
Commercial loans
C&I and other commercial	$	1,545,338	$	281,424	$	36,152	$	37,749	$	3,852	$	1,904,515
CRE	2,744,018		438,945		55,041		16,507		15,053		3,269,564
Real estate construction	345,908		26,833		221		5,224		23		378,209
Total commercial loans	4,635,264		747,202		91,414		59,480		18,928		5,552,288
Retail loans
Retail real estate	1,680,640		9,408		882		2,543		2,984		1,696,457
Retail other	448,166		—		—		—		176		448,342
Total retail loans	2,128,806		9,408		882		2,543		3,160		2,144,799
Total portfolio loans	$	6,764,070	$	756,610	$	92,296	$	62,023	$	22,088	$	7,697,087

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Risk grades of portfolio loans and gross charge-offs are presented in the tables below by lending activity, further sorted by origination year:


	As of and For The Three Months Ended March 31, 2025
Risk Grade Ratings	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Total
(dollars in thousands)	2025		2024		2023		2022		2021		Prior
C&I and other commercial
Pass	$	220,082	$	592,425	$	327,725	$	295,521	$	203,737	$	204,373	$	1,921,882	$	3,765,745
Watch	44,966		64,433		61,625		60,613		37,935		23,765		207,368		500,705
Special Mention	1,341		13,555		14,331		30,667		3,836		2,628		54,963		121,321
Substandard	5,248		17,351		21,219		963		5,349		4,047		33,390		87,567
Substandard non-accrual	97		2,939		804		1,218		196		4,778		28,173		38,205
Total C&I and other commercial	271,734		690,703		425,704		388,982		251,053		239,591		2,245,776		4,513,543
Gross charge-offs	$	—	$	—	$	2,221	$	114	$	13,591	$	11,174	$	4,121	$	31,221

CRE
Pass	186,098		448,045		590,920		1,078,055		807,404		792,088		668,868		4,571,478
Watch	25,271		157,620		118,044		112,461		146,922		116,367		146,156		822,841
Special Mention	19,377		28,666		1,189		21,721		24,376		14,699		27,345		137,373
Substandard	2,760		17,106		1,609		4,498		—		8,402		—		34,375
Substandard non-accrual	—		—		4,545		—		3		3,151		—		7,699
Total CRE	233,506		651,437		716,307		1,216,735		978,705		934,707		842,369		5,573,766
Gross charge-offs	—		—		—		—		253		—		—		253

Real estate construction
Pass	103,765		373,395		194,079		210,403		21,948		4,649		43,519		951,758
Watch	938		29,257		2,356		13,368		20,095		—		2,002		68,016
Special Mention	18,402		—		—		617		7,097		—		—		26,116
Substandard	5,208		—		—		—		62		—		—		5,270
Substandard non-accrual	—		—		—		—		19		—		—		19
Total real estate construction	128,313		402,652		196,435		224,388		49,221		4,649		45,521		1,051,179
Gross charge-offs	—		—		—		—		—		—		—		—

Retail real estate
Pass	36,881		139,739		326,479		474,276		411,108		572,418		259,724		2,220,625
Watch	48		2,051		530		2,179		578		1,290		668		7,344
Special Mention	—		144		3,883		950		1,669		—		50		6,696
Substandard	—		—		234		1,311		1,581		2,095		3,189		8,410
Substandard non-accrual	—		—		—		497		91		1,280		762		2,630
Total retail real estate	36,929		141,934		331,126		479,213		415,027		577,083		264,393		2,245,705
Gross charge-offs	—		—		—		—		—		—		—		—

Retail other
Pass	1,555		10,814		52,162		51,269		10,288		1,978		355,673		483,739
Watch	—		—		—		—		—		—		150		150
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		20		11		150		181
Substandard non-accrual	—		—		—		83		—		11		—		94
Total retail other	1,555		10,814		52,162		51,352		10,308		2,000		355,973		484,164
Gross charge-offs	—		147		105		35		—		74		—		361

Total portfolio loans	$	672,037	$	1,897,540	$	1,721,734	$	2,360,670	$	1,704,314	$	1,758,030	$	3,754,032	$	13,868,357
Total gross charge-offs	$	—	$	147	$	2,326	$	149	$	13,844	$	11,248	$	4,121	$	31,835

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of and For The Year Ended December 31, 2024
Risk Grade Ratings	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Total
(dollars in thousands)	2024		2023		2022		2021		2020		Prior
C&I and other commercial
Pass	$	320,831	$	147,909	$	163,870	$	125,053	$	74,146	$	117,234	$	596,295	$	1,545,338
Watch	38,734		49,394		44,709		16,393		2,175		20,964		109,055		281,424
Special Mention	1,718		2,293		5,658		2,634		106		2,540		21,203		36,152
Substandard	15,186		6,545		788		591		320		2,424		11,895		37,749
Substandard non-accrual	65		141		464		—		42		852		2,288		3,852
Total C&I and other commercial	376,534		206,282		215,489		144,671		76,789		144,014		740,736		1,904,515
Gross charge-offs	$	—	$	14,980	$	148	$	22	$	—	$	303	$	—	$	15,453

CRE
Pass	291,503		354,591		755,266		645,994		356,867		314,340		25,457		2,744,018
Watch	115,078		132,900		60,611		62,408		28,320		38,733		895		438,945
Special Mention	39,252		643		8,020		1,395		4,165		1,517		49		55,041
Substandard	6,983		355		4,628		50		95		4,346		50		16,507
Substandard non-accrual	15,000		39		—		—		14		—		—		15,053
Total CRE	467,816		488,528		828,525		709,847		389,461		358,936		26,451		3,269,564
Gross charge-offs	—		—		—		2,999		—		315		—		3,314

Real estate construction
Pass	159,825		134,450		12,205		24,781		2,213		1,124		11,310		345,908
Watch	20,170		6,455		—		208		—		—		—		26,833
Special Mention	—		—		—		221		—		—		—		221
Substandard	5,224		—		—		—		—		—		—		5,224
Substandard non-accrual	—		—		—		23		—		—		—		23
Total real estate construction	185,219		140,905		12,205		25,233		2,213		1,124		11,310		378,209
Gross charge-offs	—		—		—		—		—		—		—		—

Retail real estate
Pass	101,582		237,306		366,820		354,380		147,236		267,431		205,885		1,680,640
Watch	1,255		550		2,733		3,377		872		124		497		9,408
Special Mention	151		—		344		—		—		372		15		882
Substandard	—		243		1,018		503		—		776		3		2,543
Substandard non-accrual	—		—		344		91		152		1,526		871		2,984
Total retail real estate	102,988		238,099		371,259		358,351		148,260		270,229		207,271		1,696,457
Gross charge-offs	—		—		—		—		—		168		—		168

Retail other
Pass	4,996		55,665		57,944		12,207		2,304		589		314,461		448,166



Substandard non-accrual	—		94		67		4		—		11		—		176
Total retail other	4,996		55,759		58,011		12,211		2,304		600		314,461		448,342
Gross charge-offs	9		31		106		78		4		403		—		631

Total portfolio loans	$	1,137,553	$	1,129,573	$	1,485,489	$	1,250,313	$	619,027	$	774,903	$	1,300,229	$	7,697,087
Total gross charge-offs	$	9	$	15,011	$	254	$	3,099	$	4	$	1,189	$	—	$	19,566

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Past Due and Non-accrual Loans

An analysis of portfolio loans that were past due and still accruing, or on a non-accrual status, is presented in the table below:


	As of March 31, 2025
	Loans past due, still accruing						Non-accrual Loans		Non-accrual Loans with No Allowance for Credit Losses
(dollars in thousands)	30-59 Days		60-89 Days		90+Days
Commercial loans
C&I and other commercial	$	1,778	$	5,110	$	794	$	38,205	$	1,224
CRE	1,887		2,399		73		7,699		1,514
Real estate construction	—		—		—		19		—
Past due and non-accrual commercial loans	3,665		7,509		867		45,923		2,738
Retail loans
Retail real estate	3,778		638		5,190		2,630		194
Retail other	1,458		1,506		20		94		—
Past due and non-accrual retail loans	5,236		2,144		5,210		2,724		194
Total past due and non-accrual loans	$	8,901	$	9,653	$	6,077	$	48,647	$	2,932


	As of December 31, 2024
	Loans past due, still accruing						Non-accrual Loans		Non-accrual Loans with No Allowance for Credit Losses
(dollars in thousands)	30-59 Days		60-89 Days		90+Days
Commercial loans
C&I and other commercial	$	95	$	—	$	—	$	3,852	$	1,224
CRE	42		2,759		—		15,053		15,000
Real estate construction	41		—		—		23		—
Past due and non-accrual commercial loans	178		2,759		—		18,928		16,224
Retail loans
Retail real estate	3,280		683		1,115		2,984		194
Retail other	1,094		130		34		176		—
Past due and non-accrual retail loans	4,374		813		1,149		3,160		194
Total past due and non-accrual loans	$	4,552	$	3,572	$	1,149	$	22,088	$	16,418

Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $0.2 million for the three months ended March 31, 2025, and was $0.3 million for the three months ended March 31, 2024. The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was immaterial for the three months ended March 31, 2025 and 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loan Modifications for Borrowers Experiencing Financial Difficulty

The following tables present the amortized cost basis of loans that were modified—specifically in the form of (1) principal forgiveness, (2) an interest rate reduction, (3) an other-than-insignificant payment deferral, and/or (4) a term extension—for borrowers experiencing financial difficulty during the periods indicated, disaggregated by lending activity and the type of modification:


	Three Months Ended March 31, 2025
(dollars in thousands)	Payment Deferral		% of Total Class of Financing Receivable		Term Extension		% of Total Class of Financing Receivable
Modified Loans
C&I and other commercial	$	10,832	0.2	%	$	21,923	0.5	%
CRE	—		—	%	4,719		0.1	%
Real estate construction	—		—	%	5,208		0.5	%


Total of loans modified during the period1	$	10,832	0.1	%	$	31,850	0.2	%

___________________________________________

1.All modifications were for loans classified as substandard.


	Three Months Ended March 31, 2024
(dollars in thousands)	Payment Deferral1		% of Total Class of Financing Receivable		Term Extension2		% of Total Class of Financing Receivable
Modified Loans
C&I and other commercial	$	10,000	0.5	%	$	17,155	0.9	%
CRE	—		—	%	1,705		0.1	%



Total of loans modified during the period	$	10,000	0.1	%	$	18,860	0.2	%

___________________________________________

1.One loan was modified and classified as non-accrual during the three months ended March 31, 2024.

2.Modifications to extend loan terms also included, in some cases, interest rate increases during the extension period. All modifications were for loans classified as substandard.

The following table summarizes the effects of loan modifications made during the periods indicated for borrowers experiencing financial difficulty:

Three Months Ended March 31,

2025

2024

Weighted Average Term Extension

Loan Modifications

C&I and other commercial

23.1 months

19.1 months

CRE

6.1 months

2.0 months

Real estate construction

15.0 months

—

Weighted average modifications

19.3 months

17.6 months

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Performance of Modified Loans

Busey closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the payment performance of loans modified during the last twelve months:


	As of March 31, 2025
(dollars in thousands)	Current		30-89 Days		90+ Days		Non-accrual
Modified Loans
C&I and other commercial	$	33,620	$	—	$	—	$	—
CRE	6,115		—		—		—
Real estate construction	5,208		—		—		—


Amortized cost of modified loans	$	44,943	$	—	$	—	$	—

No loans had a payment default during the three months ended March 31, 2024 or 2025, after having been modified during the 12 months before that default for borrowers experiencing financial difficulty. A default occurs when a loan is 90 days or more past due or transferred to non-accrual status.

Collateral Dependent Loans

Management's evaluation as to the ultimate collectability of loans includes estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers. Collateral dependent loans are loans in which repayment is expected to be provided solely by the operation or sale of the underlying collateral and there are no other available and reliable sources of repayment. Loans are written down to the lower of cost or fair value of the underlying collateral, less estimated costs to sell. Busey had $45.1 million and $19.3 million of collateral dependent loans secured by real estate or business assets as of March 31, 2025, and December 31, 2024, respectively.

Foreclosures

Busey’s recorded investment in residential real estate loans that were in the process of foreclosure was $5.7 million as of March 31, 2025. Busey follows Federal Housing Finance Agency guidelines on single-family foreclosures and real estate owned evictions on portfolio loans.

Allowance for Credit Losses

The ACL is a valuation account that is deducted from the portfolio loans’ amortized cost bases to present the net amount expected to be collected on the portfolio loans. The ACL is established through the provision for credit losses charged to income. Portfolio loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed. Recoveries are recognized up to the aggregate amount of previously charged-off balances.

Management estimates the ACL balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL consists of three components: (i) specific allocations/individual reserves; (ii) quantitative reserves; and (iii) qualitative reserves. For Busey Bank, a non-discounted cash flow model is used for the quantitative reserves. The cumulative loss rate used as the basis for the estimate of credit losses is comprised of Busey’s historical loss experience beginning in 2010. Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate. For CrossFirst Bank, a cohort method is used for the quantitative reserves, with a look-back period of approximately six years to establish the cohort population. Busey is working to develop a new model with combined bank data for use once Busey Bank and CrossFirst Bank merge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables summarize activity in the ACL attributable to each lending activity. Allocation of a portion of the ACL to one lending activity does not preclude its availability to absorb losses from other lending activities:


	Three Months Ended March 31, 2025
(dollars in thousands)	C&I and Other Commercial		CRE		Real Estate Construction		Retail Real Estate		Retail Other		Total
ACL balance, December 31, 2024	$	21,589	$	32,301	$	3,345	$	23,711	$	2,458	$	83,404
Day 1 PCD1	75,569		21,588		2,112		1,430		84		100,783
Day 2 Provision for credit losses2	22,648		15,104		2,911		1,628		142		42,433
Provision for credit losses	623		(393)		311		(503)		(19)		19
Charged-off	(31,221)		(253)		—		—		(361)		(31,835)
Recoveries	96		131		10		133		36		406
ACL balance, March 31, 2025	$	89,304	$	68,478	$	8,689	$	26,399	$	2,340	$	195,210

___________________________________________

1.The Day 1 PCD is attributable to the CrossFirst acquisition (see “Note 2. Mergers and Acquisitions”), and represents the initial adjustment to the fair value of the PCD loans.

2.The Day 2 provision for credit losses is attributable to the CrossFirst acquisition (see “Note 2. Mergers and Acquisitions”), and represents the initial provision for non-PCD loans.


	Three Months Ended March 31, 2024
(dollars in thousands)	C&I and Other Commercial		CRE		Real Estate Construction		Retail Real Estate		Retail Other		Total
ACL balance, December 31, 2023	$	21,256	$	35,465	$	5,163	$	26,298	$	3,558	$	91,740

Provision for credit losses	10,125		(1,864)		(491)		(2,093)		(639)		5,038
Charged-off	(5,218)		(96)		—		(52)		(94)		(5,460)
Recoveries	44		—		41		128		31		244
ACL balance, March 31, 2024	$	26,207	$	33,505	$	4,713	$	24,281	$	2,856	$	91,562

Net charge-offs during the three months ended March 31, 2025, included $29.6 million related to PCD loans acquired from CrossFirst Bank, which were fully reserved at acquisition and did not require recording additional provision expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 5. LEASES

Busey as the Lessee

Busey has operating leases consisting primarily of equipment leases and real estate leases for banking centers, ATM locations, and office space. The following table summarizes lease-related balances that Busey reported on its Consolidated Balance Sheets (Unaudited) and lease terms:


	As of
(dollars in thousands)	March 31, 2025			December 31, 2024
Lease balances
Right of use assets	$	40,594		$	10,608
Lease liabilities	41,111			11,040

Lease terms
Year through which lease terms extend	2042			2039
Weighted average remaining lease term	9.10 years			7.55 years
Weighted average discount rate	4.38		%	3.77		%

The following table presents lease costs, which are included in net occupancy and equipment expense in the Consolidated Statements of Income (Unaudited):


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Lease costs
Operating lease costs		$	957	$	535
Variable lease costs		15		14
Short-term lease costs		12		13
Total lease cost		$	984	$	562

Cash paid for amounts included in the measurement of lease liabilities was as follows:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Cash flows related to leases
Operating lease cash flows – Fixed payments		$	875	$	507
Operating lease cash flows – Liability reduction		684		411
Right of use assets obtained during the period in exchange for operating lease liabilities1		30,733		—

___________________________________________

1.The three months ended March 31, 2025, included $30.7 million right of use assets recognized in connection with the acquisition of CrossFirst (see “Note 2. Mergers and Acquisitions”).

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Busey was obligated under noncancelable operating leases for office space and other commitments. Future undiscounted lease payments with initial terms of one year or more, were as follows:


(dollars in thousands)	As of March 31, 2025
Rent commitments
Remainder of 2025	$	5,845
2026	6,548
2027	6,116
2028	5,648
2029	4,671
2030	3,796
Thereafter	17,783
Total undiscounted cash flows	50,407
Less: Amounts representing interest	9,296
Present value of net future minimum lease payments	$	41,111

As of March 31, 2025, Busey had commitments totaling $5.7 million for two lease contracts with future accounting commencement dates.

Busey as the Lessor

Busey leases office and parking spaces to outside parties. Revenues recorded in connection with these leases, reported in other income on Busey’s Consolidated Statements of Income (Unaudited), are summarized as follows:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Rental income		$	216	$	202

Noncancellable terms for these leases, all of which are operating leases, extend through 2030. Under the terms of these lease agreements, Busey is entitled to receive aggregate future minimum lease payments as shown in the table below:


(dollars in thousands)	As of March 31, 2025
Rents to be received
Remainder of 2025	$	579
2026	603
2027	403
2028	290
2029	109
2030	27

Total lease payments from operating leases	$	2,011

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 6. DEPOSITS

The composition of Busey’s deposits is presented in the table below:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Deposits
Noninterest-bearing demand deposits	$	3,693,070	$	2,719,907
Interest-bearing transaction deposits	3,200,137		2,423,237
Saving deposits and money market deposits	6,475,187		3,348,711
Time deposits	3,091,076		1,490,635
Total deposits	$	16,459,470	$	9,982,490

Additional information about Busey’s deposits follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024

Brokered savings deposits and money market deposits	$	133,768	$	6,002
Brokered time deposits	588,456		7,088
Aggregate amount of time deposits with a minimum denomination of $100,000	1,762,194		860,193
Aggregate amount of time deposits with a minimum denomination that meets or exceeds the FDIC insurance limit of $250,000	867,035		334,503

Scheduled maturities of time deposits are as follows:


(dollars in thousands)	As of March 31, 2025
Time deposits by schedule of maturities
Remainder of 2025	$	2,861,128
2026	194,449
2027	19,421
2028	9,060
2029	5,713
2030	858
Thereafter	447
Time deposits	$	3,091,076

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 7. BORROWINGS

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature daily. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The underlying securities are held by Busey’s safekeeping agent. Busey may be required to provide additional collateral based on fluctuations in the fair value of the underlying securities. Securities sold under agreements to repurchase were as follows:


	As of
(dollars in thousands)	March 31, 2025			December 31, 2024
Securities sold under agreements to repurchase	$	137,340		$	155,610
Weighted average rate for securities sold under agreements to repurchase	2.53		%	2.63		%

Revolving Line of Credit

On May 28, 2021, Busey entered into a Second Amended and Restated Credit Agreement, pursuant to which Busey has access to a $40.0 million revolving line of credit bearing an interest rate of 1.80% plus the one-month forward-looking term rate based on SOFR. After executing subsequent amendments, the current termination date for the revolving line of credit is April 30, 2026. As of March 31, 2025, there was no balance outstanding on the revolving line of credit. The revolving line of credit incurs an insignificant non-usage fee based on any undrawn amounts.

Short-term Borrowings

Busey’s short-term borrowings include loans maturing within one year of the loan origination date and, when applicable, the current portion of long-term debt that is due within 12 months. Short-term borrowings are summarized as follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Short-term borrowings

FHLB advances maturing in less than one year from date of origination, and the current portion of long-term FHLB advances due within 12 months	$	11,209	$	—


Total short-term debt	$	11,209	$	—

Funds borrowed from the FHLB, listed above, consisted of three notes with a weighted average interest rate of 1.33% and a weighted average maturity period of 13 days as of March 31, 2025.

Federal funds purchased are short-term borrowings that generally mature between one day and 90 days. Busey had no federal funds purchased as of March 31, 2025, or December 31, 2024.

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FIRST BUSEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Long-term Debt

Busey’s long-term debt consists of loans maturing more than one year from the loan origination date, excluding the current portion that is due within 12 months. Long-term debt is summarized as follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Long-term debt
Notes payable, FHLB, collateralized by FHLB deposits, residential and commercial real estate loans and FHLB stock	$	78,542	$	—



Total long-term debt	$	78,542	$	—

Funds borrowed from the FHLB, listed above, consisted of twelve notes with a weighted average interest rate of 2.22% and a weighted average maturity period of 2.80 years as of March 31, 2025. Maturity dates range from August 2027 through October 2028.

Subordinated Notes

On June 1, 2020, Busey issued $125.0 million of fixed-to-floating rate subordinated notes that mature on June 1, 2030. The subordinated notes, which qualify as Tier 2 capital for regulatory purposes, bear interest at an annual rate of 5.25% for the first five years after issuance and thereafter bear interest at a floating rate equal to a three-month benchmark rate plus a spread of 5.11%, as calculated on each applicable determination date. Interest on the subordinated notes is payable semi-annually on each June 1 and December 1 during the five-year fixed-term, and thereafter on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2025. The subordinated notes have an optional redemption, in whole or in part, on any interest payment date on or after June 1, 2025. The subordinated notes are unsecured obligations of the Company. On April 30, 2025, Busey issued a conditional notice of full redemption, pursuant to which upon the satisfaction of certain conditions contained therein, Busey intends to redeem all $125.0 million of the subordinated notes on June 1, 2025 or such later interest payment date as determined by Busey in its discretion, but not later than September 1, 2025. The aggregate principal amount of the Subordinated Notes, plus accrued and unpaid interest thereon up to, but excluding, June 1, 2025, is $128.3 million.

On June 2, 2022, Busey issued $100.0 million aggregate principal amount of 5.000% fixed-to-floating rate subordinated notes maturing June 15, 2032, which qualify as Tier 2 capital for regulatory purposes. The price to the public for the subordinated notes was 100% of the principal amount of the subordinated notes. Interest on the subordinated notes accrues at a rate equal to (1) 5.000% per annum from the original issue date to, but excluding, June 15, 2027, payable semiannually in arrears, and (2) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 252 bps from and including June 15, 2027, payable quarterly in arrears. The subordinated notes have an optional redemption, in whole or in part, on any interest payment date on or after June 15, 2027.

Associated with the M&M acquisition completed on April 1, 2024 (see “Note 2. Mergers and Acquisitions”), Busey acquired $4.0 million of 5.25% fixed-to-floating rate subordinated notes maturing December 4, 2030, which qualify as Tier 2 capital for regulatory purposes. Interest on the subordinated notes accrues at a rate equal to (1) 5.25% per annum from the original issue date to December 4, 2025, and (2) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 497 bps from December 4, 2025. The subordinated notes have an optional redemption, in whole or in part, on or after December 4, 2025. At March 31, 2025, there was an immaterial amount of fair value discount outstanding, to be accreted through the earliest optional redemption date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unamortized debt issuance costs related to Busey’s subordinated notes are presented in the following table:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Unamortized debt issuance costs
Subordinated notes issued in 2020	$	90	$	222
Subordinated notes issued in 2022	907		1,004
Total unamortized debt issuance costs	$	997	$	1,226

NOTE 8. REGULATORY CAPITAL

First Busey and its subsidiary banks are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on First Busey's consolidated financial statements. Capital amounts and classification also are subject to qualitative judgments by regulators about components, risk weightings, and other factors.

Banking regulations identify five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. As of March 31, 2025 and 2024, all capital ratios of First Busey and its subsidiary banks exceeded well capitalized levels under the applicable regulatory capital adequacy guidelines. Management believes that no events or changes have occurred subsequent to March 31, 2025, that would change this designation.

Current Expected Credit Loss Model

On August 26, 2020, the FDIC and other federal banking agencies adopted a final rule which provided banking organizations that adopted CECL during 2020 with the option to delay for two years the estimated impact of CECL on regulatory capital and to phase in the aggregate impact of the deferral on regulatory capital over a subsequent three-year period. Under this final rule, because Busey elected to use the deferral option, the regulatory capital impact of Busey’s transition adjustments recorded on January 1, 2020, arising from the adoption of CECL, was deferred for two years. In addition, 25 percent of the ongoing impact of CECL on Busey’s ACL, retained earnings, and average total consolidated assets from January 1, 2020, through the end of the two-year deferral period, each as reported for regulatory capital purposes, was added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period. During the three-year period between January 1, 2022, and December 31, 2024, all of the adjusted transition amounts were phased-in for regulatory capital purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Capital Amounts and Ratios

The following tables summarize regulatory capital requirements applicable to First Busey and its subsidiary banks:


	As of March 31, 2025
	Actual				Minimum Capital Requirement				Minimum To Be Well Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity Tier 1 capital to risk weighted assets
First Busey	$	1,871,865	12.00	%	$	702,221	4.50	%	$	1,014,319	6.50	%
Busey Bank	$	1,420,244	16.21	%	$	394,316	4.50	%	$	569,568	6.50	%
CrossFirst Bank	$	652,977	9.60	%	$	306,018	4.50	%	$	442,027	6.50	%

Tier 1 capital to risk weighted assets
First Busey	$	1,879,615	12.05	%	$	936,295	6.00	%	$	1,248,393	8.00	%
Busey Bank	$	1,420,244	16.21	%	$	525,755	6.00	%	$	701,007	8.00	%
CrossFirst Bank	$	652,977	9.60	%	$	408,025	6.00	%	$	544,033	8.00	%

Total capital to risk weighted assets
First Busey	$	2,321,708	14.88	%	$	1,248,393	8.00	%	$	1,560,491	10.00	%
Busey Bank	$	1,508,341	17.21	%	$	701,007	8.00	%	$	876,259	10.00	%
CrossFirst Bank	$	698,395	10.27	%	$	544,033	8.00	%	$	680,041	10.00	%

Leverage ratio of Tier 1 capital to average assets
First Busey	$	1,879,615	12.95	%	$	580,626	4.00	%	N/A		N/A
Busey Bank	$	1,420,244	12.08	%	$	470,374	4.00	%	$	587,967	5.00	%
CrossFirst Bank	$	652,977	8.78	%	$	297,548	4.00	%	$	371,936	5.00	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of December 31, 2024
	Actual				Minimum Capital Requirement				Minimum To Be Well Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity Tier 1 capital to risk weighted assets
First Busey	$	1,237,301	14.10	%	$	394,840	4.50	%	$	570,325	6.50	%
Busey Bank	$	1,438,296	16.46	%	$	393,277	4.50	%	$	568,067	6.50	%

Tier 1 capital to risk weighted assets
First Busey	$	1,314,301	14.98	%	$	526,453	6.00	%	$	701,938	8.00	%
Busey Bank	$	1,438,296	16.46	%	$	524,369	6.00	%	$	699,159	8.00	%

Total capital to risk weighted assets
First Busey	$	1,625,943	18.53	%	$	701,938	8.00	%	$	877,422	10.00	%
Busey Bank	$	1,520,938	17.40	%	$	699,159	8.00	%	$	873,949	10.00	%

Leverage ratio of Tier 1 capital to average assets
First Busey	$	1,314,301	11.06	%	$	475,348	4.00	%	N/A		N/A
Busey Bank	$	1,438,296	12.14	%	$	473,878	4.00	%	$	592,347	5.00	%

Capital Conservation Buffer

In July 2013, U.S. federal banking authorities approved the Basel III Rule for strengthening international capital standards. The Basel III Rule introduced a capital conservation buffer, composed entirely of common equity Tier 1 capital, which is added to the minimum risk-weighted asset ratios. The capital conservation buffer is not a minimum capital requirement; however, banking institutions with a ratio of common equity Tier 1 capital to risk-weighted assets below the capital conservation buffer will face constraints on dividends, equity repurchases, and discretionary bonus payments based on the amount of the shortfall. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain minimum ratios of (1) common equity Tier 1 capital to risk-weighted assets of at least 7.0%, which First Busey exceeded by 500 bps as of March 31, 2025, (2) Tier 1 capital to risk-weighted assets of at least 8.5%, which First Busey exceeded by 355 bps as of March 31, 2025, and (3) total capital to risk-weighted assets of at least 10.5%, which First Busey exceeded by 438 bps as of March 31, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 9. TAX CREDIT INVESTMENTS AND OTHER INVESTMENTS IN UNCONSOLIDATED ENTITIES

Busey has invested in certain tax-advantaged projects promoting affordable housing, new markets, and historic rehabilitation. These investments are designed to generate returns primarily though the realization of federal and state income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These investments are considered to be variable interest entities, and are accounted for under the equity, cost, or proportional amortization practical expedient methods, as appropriate. These investments involve significant management judgments, including a determination of which entities have the power to direct activities, and whether these entities are variable interest entities. Busey is required to evaluate whether to consolidate a variable interest entity at both inception and on an ongoing basis. Busey is not required to consolidate variable interest entities in which it has concluded it does not have a controlling financial interest and is not the primary beneficiary. Busey’s maximum exposure to loss related to its investments in these unconsolidated variable interest entities is limited to the carrying amount of the investment, net of any unfunded capital commitments and previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. Busey believes potential losses from these investments are remote.

In addition, Busey has private equity investments, which are primarily in funds that invest in small businesses across diverse sectors including, but not limited to, financial technology, business services, manufacturing, agribusiness, healthcare, software as a service, environmental, and those that support the preservation of affordable housing.

Busey’s investments in these unconsolidated entities and related unfunded investment obligations are reflected in other assets and other liabilities on the Consolidated Balance Sheets (Unaudited), and are summarized in the table below for the periods indicated:


		As of
(dollars in thousands)	Location	March 31, 2025		December 31, 2024
Investments in unconsolidated entities
Funded investments	Other assets	$	86,976	$	70,796
Unfunded investments	Other assets	60,047		61,210
Investments in unconsolidated entities		$	147,023	$	132,006

Unfunded investment obligations	Other liabilities	$	60,047	$	61,210

Upon adoption of ASU 2023-02 on January 1, 2024, Busey elected to apply the proportional amortization method in accounting for investments in tax-advantaged projects. Income tax credits and other tax benefits related to these investments, net of investment amortization, are included as a component of Busey’s estimated annual effective tax rate used for the calculation of income taxes presented on the Consolidated Statements of Income (Unaudited). Actual amounts of income tax credits and other benefits, along with the investment amortization, are presented in the table below:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Income tax credits and other tax benefits		$	4,589	$	4,101
Amortization of investments in tax-advantaged projects		4,108		3,647

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 10. STOCK-BASED COMPENSATION

CrossFirst Acquisition

The CrossFirst acquisition impacted Busey and CrossFirst equity awards:

Treatment of Busey’s Equity Awards

Following the closing of the CrossFirst acquisition, except as otherwise provided in the CrossFirst Merger Agreement, Busey equity awards generally remain outstanding and subject to the same terms and conditions as applied immediately prior to the time at which the CrossFirst acquisition became effective (the “effective time”). Notable changes to Busey’s equity awards are as follows:

ROATCE PSUs — Each PSU issued by Busey that is earned based on Core Return on Average Tangible Common Equity (the “ROATCE PSUs”) and was outstanding immediately prior to the effective time was deemed earned with the achievement of the applicable performance goals based on actual performance through December 31, 2024, the latest practicable date prior to the effective time, and otherwise remains subject to the same terms and conditions (including service-based vesting terms) as applied to such ROATCE PSUs immediately prior to the effective time. The ROATCE PSUs have been deemed earned (i) at 100% of the target level of performance, for the ROATCE PSUs granted in 2023 and (ii) at 75% of the target level of performance, for the ROATCE PSUs granted in 2024.

TSR PSUs — Each Busey PSU previously granted that is tied to total stockholder return (“TSR”, and such PSUs, the “TSR PSUs”) with a performance period that ended December 31, 2024, (excluding TSR PSUs previously held by retirees) was replaced, and each TSR PSU outstanding immediately prior to the effective time with performance periods ending December 31, 2025, and December 31, 2026, (including existing TSR PSUs held by retirees) was modified, each effective March 1, 2025, such that the resulting new or modified PSUs (collectively, the “Merger PSUs”) will be earned based on Busey’s relative TSR rank as compared to the KBW Regional Banking Index, measured at the end of a performance period commencing January 1, 2025, and ending December 31, 2026. The Merger PSUs are subject to the terms and conditions of Busey’s Amended 2020 Equity Incentive Plan and the applicable award agreements. The target number of PSUs subject to each such Merger PSU was determined based on the number of PSUs that would have been earned in respect of the corresponding TSR PSU had performance for such corresponding TSR PSU been determined based on actual performance as of August 26, 2024, the day immediately prior to the announcement of the Merger, which is (i) in the case of the 2022 TSR PSUs, 94.5% of the original target level of performance, (ii) in the case of the 2023 TSR PSUs, 96.2% of the original target level of performance, and (iii) in the case of the 2024 TSR PSUs, 76.9% of the original target level of performance. Such target number also reflects the number of dividend equivalents accrued in respect of the corresponding existing TSR PSU that would have been earned based on the same actual TSR performance.

Busey RSUs — Each outstanding Busey time-based restricted stock unit award (the “Busey RSUs”) will vest in equal annual installments over three (3) years following the effective time; provided that if any Busey RSU would otherwise vest by its terms on an earlier date, any then-unvested portion as of such date shall vest on such original vesting date.

Each Busey equity award will be subject to double-trigger vesting upon an involuntary termination within twelve (12) months following the effective time (at target performance, in the case of Merger PSUs).

Treatment of CrossFirst’s Equity Awards

Equity awards based on CrossFirst Common Stock that were outstanding immediately prior to the effective time were converted, at the effective time, either to Busey Common Stock or to equity awards based on Busey Common Stock, as follows:

Director equity awards — Each CrossFirst restricted stock award held by a CrossFirst non-employee director and each deferred share of CrossFirst Common Stock that was credited to a director participant’s account under the CrossFirst 2018 Directors’ Deferred Fee Plan was converted into the right to receive 0.6675 shares of Busey Common Stock (the “Exchange Ratio”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CrossFirst RSUs — Each CrossFirst time-based restricted stock unit award (“CrossFirst RSU”) was converted into a restricted stock unit in respect of Busey Common Stock (a “Busey RSU”) based on the Exchange Ratio, rounded to the nearest whole share, subject to the same terms and conditions as were applicable to the CrossFirst RSUs prior to the effective time.

CrossFirst PSUs — Each CrossFirst performance-based restricted stock unit award (“CrossFirst PSU”) was converted into a time-based Busey RSU based on the Exchange Ratio, subject to the same terms and conditions as were applicable to the CrossFirst PSUs prior to the effective time, assuming the achievement of the applicable performance goals based on, for the CrossFirst PSUs granted in 2023, actual performance through December 31, 2024, and, for the CrossFirst PSUs granted in 2024, target performance, rounded to the nearest whole share.

CrossFirst SSARs — Each CrossFirst SSAR was converted into a stock appreciation right in respect of Busey Common Stock based on the Exchange Ratio, rounded down to the nearest whole share (and exercise price rounded up to the nearest cent), generally subject to the same terms and conditions as were applicable to the CrossFirst SSAR prior to the effective time.

Stock Options

Busey has outstanding stock options assumed from a 2017 acquisition. A summary of the status of, and changes in, Busey's stock option awards for the three months ended March 31, 2025, follows:


Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2024	15,106	$	23.53	1.87 years
Exercised	—	—
Forfeited	—	—

Outstanding at March 31, 2025	15,106	23.53		1.63 years

Exercisable at March 31, 2025	15,106	23.53		1.63 years

Stock Settled Appreciation Rights

Busey issued replacement awards in the form of SSARs as part of the acquisition of CrossFirst. These awards were issued under the CrossFirst Bankshares 2018 Omnibus Incentive Equity Incentive Plan with exercise prices equal to the closing price of CrossFirst’s common shares on the original date for each award adjusted by the Exchange Ratio of 0.6675, rounded up to the nearest cent. At grant, SSARs typically vested ratably over seven years of continuous service with a ten-year or fifteen-year contractual term. Replacement SSARs have a weighted average remaining contractual term of 5.4 years, and unvested replacement SSARs have a weighted average remaining vesting period of 3.2 years. The fair value of each SSAR was estimated at acquisition date using a Monte Carlo simulation since the awards were all in-the-money.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A summary of SSAR activity during 2025 is presented below:


SSARs	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2024	—	$	—	—
Replacement of CrossFirst SSARs	424,390	15.78
Exercised	(9,535)	11.24


Outstanding at March 31, 2025	414,855	15.89		5.41 years

Exercisable at March 31, 2025	366,177	15.19		5.32 years

The following table provides the range of assumptions used in the Monte Carlo simulations to value CrossFirst awards that were replaced at acquisition, the weighted average grant date fair value, and information related to SSARs exercised for the indicated periods, as well as, the remaining compensation cost to be recognized and the period over which the amount will be recognized as of the dates indicated:



(dollars in thousands, except per share amounts)	2025		2024
Assumptions
Expected volatility1	29.10% – 36.70%		—
Expected dividends2	4.17%		—
Simulation term3, 4, 5	4.20 years – 5.69 years		—
Risk-free rate6	3.97% – 4.03%		—
Weighted average grant date fair value per share	$	8.94	—
Aggregate intrinsic value of SSARs exercised	$	100	—
Total fair value of SSARs vested during the year	$	9,013	—

___________________________________________

1.Expected volatility was calculated using a historical volatility of the Company’s stock price over a period commensurate with the simulation term of the SSARs.

2.The dividend yield was calculated using the Company’s annual dividend and closing stock price on the date of acquisition.

3.The simulation term was commensurate with the midpoint of the longest expected term across all SSARs and was impacted by expected exercise behavior and termination rate.

4.As a component of determining the simulation term, exercise was assumed to occur at the earlier of the midpoint of i) the greater of the weighted average time to vest or the time the options are in the money, and the time the SSARs expires, ii) 90 days following the occurrence of a termination or iii) the end of the contractual term.

5.As a component of determining the simulation term, termination rate was assumed to be between 25% and 50% in the first year following the acquisition and 5% for every year thereafter.

6.The risk-free rate for the simulation term of the SSARs was based on the continuously compounded semi-annual zero-coupon U.S. Treasury rates.

2020 Equity Plan

The 2020 Equity Plan was originally approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan, as originally approved, can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020. An amendment and restatement of the 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. Terms of the amended and restated 2020 Equity Plan are substantially identical to those of the originally approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Busey has granted RSU, PSU, and DSU awards under the terms of the 2020 Equity Plan. Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock. There were 685,004 shares available for issuance under the 2020 Equity Plan as of March 31, 2025.

A description of RSU, PSU, and DSU awards granted in 2025 under the terms of the 2020 Equity Plan is provided below. Further information related to awards granted in prior years has been presented in the Annual Reports previously filed with the SEC corresponding to the year of each award grant.

RSU Awards

Busey grants RSU awards to members of management periodically throughout the year. RSU awards are stock-based awards for which vesting is conditional upon meeting established service criteria. Each RSU represents the future right to receive one share of Busey’s common stock. Recipients earn quarterly dividend equivalents on their respective RSUs, which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted 348,269 RSUs to members of management. The grant date fair value of the award was $7.7 million, which will be recognized as compensation expense over the requisite service period. This grant will vest in equal installments on each of the first three anniversaries of the grant date. The terms of these awards included an accelerated vesting provision upon eligible retirement from Busey, after a one-year minimum requisite service period.

A summary of changes in Busey’s RSU awards for the three months ended March 31, 2025, is as follows:


RSU Awards	Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	1,066,772	$	21.80
Conversion of Busey ROATCE PSUs to RSUs	157,094	23.99
Replacement of CrossFirst RSUs and PSUs	341,048	23.99
Granted	348,269	22.16
Dividend equivalents earned	10,984	24.48
Vested	(1,796)	23.99
Forfeited	(90,812)	21.85
Nonvested at March 31, 2025	1,831,559	22.47

PSU Awards

Busey grants PSU awards to members of management periodically throughout the year. PSU awards are stock-based awards for which vesting is conditional upon meeting established performance criteria for the applicable performance period and remaining employed through the end of such performance period. Each PSU represents the future right to receive one share of Busey’s common stock. The number of PSUs that ultimately vest will be determined based on the extent to which the established performance criteria are achieved. Busey’s PSUs are subject to accelerated service-based vesting conditions upon eligible retirement from Busey. After performance determination, dividend equivalents are compounded based upon the updated PSU balances at each dividend date during the performance period.

On March 1, 2025, under the terms of the 2020 Equity Plan, in connection with the CrossFirst acquisition, Busey granted a target of 59,471 Merger PSUs to replace the 2022 TSR PSUs with a maximum award of 95,154 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a relative total stockholder return performance goal. The grant date fair value of the award, calculated using the Geometric Brownian Motion Model, is $1.3 million, which will be recognized in compensation expense over the performance period ending December 31, 2026.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted a target of 174,126 PSUs with a maximum award of 278,602 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a relative total stockholder return performance goal. The estimated grant date fair value of the award, calculated using the Geometric Brownian Motion Model, is $3.9 million, which will be recognized in compensation expense over the performance period ending December 31, 2027. Busey expects to finalize the grant date fair value of these awards in the second quarter of 2025.

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted a target of 174,126 PSUs with a maximum award of 278,602 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining an adjusted return on average tangible common equity performance goal. The grant date fair value of the award was $3.9 million, which will be recognized in compensation expense over the performance period ending December 31, 2027. The actual amount of compensation expense recognized for these awards is subject to adjustment based on the extent to which performance goals are expected to be achieved.

A summary of changes in Busey’s PSU awards for the three months ended March 31, 2025, is as follows:


PSU Awards	Shares1	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	372,042	$	21.15
Modifications based on CrossFirst acquisition2	(181,828)	20.43
Granted	407,723	22.15


Forfeited	(21,180)	21.12

Nonvested at March 31, 2025	576,757	22.08

___________________________________________

1.Shares for PSU awards represent target shares at the grant date.

2.Modifications include PSUs that were converted to RSUs as well as balance adjustments related to the 2023 TSR PSUs and the 2024 TSR PSUs.

DSU Awards

Busey grants DSU awards to its non-employee directors. DSU awards are stock-based awards with a deferred settlement date. Each DSU represents the future right to receive one share of Busey’s common stock. DSUs vest over a one-year period following the grant date. Under the 2020 Equity Plan, DSUs are generally subject to the same terms as RSUs, except that following vesting of DSUs, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, DSUs will continue to earn dividend equivalents.

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted 39,846 DSUs to non-employee directors. The grant date fair value of the award totaled $0.9 million and will be recognized as compensation expense over the requisite service period of one year. Subsequent to the requisite service period, the awards will become 100% vested.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A summary of changes in Busey’s DSU awards for the three months ended March 31, 2025, is as follows:


DSU Awards	Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	36,893	$	23.40
Granted	39,846	22.16
Dividend equivalents earned	2,284	24.28
Vested	(39,177)	23.45

Nonvested at March 31, 2025	39,846	22.16

Vested and outstanding at March 31, 2025	141,214	23.04

Employee Stock Purchase Plan

The First Busey Corporation ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders. The purpose of the ESPP is to provide a means through which Busey employees may acquire a proprietary interest in the Company by purchasing shares of its common stock at a 15% discount through voluntary payroll deductions, to assist in retaining the services of current employees and securing and retaining the services of new employees, and to provide incentives for Busey employees to exert maximum efforts toward the Company’s success. Substantially all of Busey’s employees are eligible to participate, and all participating employees have equal rights and privileges under the terms of the ESPP. Further details can be found in Appendix A within Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021.

The ESPP initially reserved for issuance and purchase an aggregate of 600,000 shares of Busey’s common stock. The first offering under the ESPP began on July 1, 2021. There were 359,808 shares available for issuance under the ESPP as of March 31, 2025.

Stock-based Compensation Expense

Busey did not record any stock option compensation expense for the three months ended March 31, 2025, or 2024. Busey did not have any unrecognized stock option compensation expense as of March 31, 2025.

Busey recognized compensation expense related to non-vested equity awards as summarized in the table below:


		Three Months Ended March 31,
(dollars in thousands)	Location		2025		2024
Stock-based compensation expense

SSARs	Salaries, wages, and employee benefits		$	29	$	—
RSU awards	Salaries, wages, and employee benefits		1,989		894
PSU awards1	Salaries, wages, and employee benefits		1,090		1,210
DSU awards	Other expense		177		215
ESPP	Salaries, wages, and employee benefits		109		84
Total stock-based compensation expense			$	3,394	$	2,403

___________________________________________

1.Expense for PSU awards with a relative total stockholder return performance goal represents amounts based on target shares at the grant date. Expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at the grant date, adjusted for performance expectations as of the date indicated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unamortized compensation expense related to nonvested RSU, PSU, and DSU awards is summarized in the table below:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Unamortized stock-based compensation
SSARs	$	241	$	—
RSU awards	18,174		7,093
PSU awards1	10,893		3,043
DSU awards	871		181
Total unamortized stock-based compensation	$	30,179	$	10,317

Weighted average period over which expense is to be recognized on Busey awards	1.8 years		2.5 years
Weighted average period over which expense is to be recognized on CrossFirst replacement awards	1.4 years		—

___________________________________________

1.Unamortized expense for PSU awards with a market-based total stockholder return performance goal represents amounts based on target shares at grant date. Unamortized expense for PSU awards with return on average tangible common equity and compounded annual revenue growth rate performance goals represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.

NOTE 11. OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES

Commitments and Credit Risk

A summary of the contractual amount of Busey’s exposure to off-balance sheet risk relating to the Company’s commitments follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Off-Balance Sheet Commitments
Commitments to extend credit	$	4,358,556	$	2,512,714
Standby letters of credit	118,038		35,464
Total commitments	$	4,476,594	$	2,548,178

Legal Matters

Busey is a party to legal actions which arise in the normal course of its business activities. Legal and administrative proceedings are subject to inherent uncertainties, and while unfavorable outcomes could occur, Busey does not believe at this time that any potential liabilities relating to pending or potential legal matters are likely to have a material impact on Busey's results of operations or financial position.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Franchise Tax Matter

In 2021, Busey received an inquiry from the Illinois Secretary of State, pursuant to which the Illinois Secretary of State asked for additional information regarding certain of Busey’s franchise tax filings and the calculation of amounts due thereunder. The franchise tax is established by the Illinois Business Corporation Act (“BCA”) 805 ILCS 5/1 et seq., and is a tax imposed on foreign and domestic corporations for the privilege of conducting business in Illinois. Busey has been cooperating with the inquiry and has delivered additional BCA forms requested by the Illinois Secretary of State, with a full reservation of rights by Busey, including seeking judicial relief, if necessary, with respect to any potential dispute regarding Busey’s preparation of the BCA forms and the calculation of the franchise taxes due. Where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, as is the case with this matter, no accrual is required. It is reasonably possible that this matter could require Busey to pay additional taxes, including potential penalties and interest, or make other expenditures or accrue liabilities in amounts that could not be reasonably estimated as of March 31, 2025. If the likelihood of potential liabilities elevates, requiring an accrual, the potential future liabilities could be material in the period(s) in which they are recorded.

NOTE 12. DERIVATIVE FINANCIAL INSTRUMENTS

Busey utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. Additionally, Busey enters into derivative financial instruments, including interest rate lock commitments issued to residential loan customers for loans that will be held for sale; forward sales commitments to sell residential mortgage loans to investors; and interest rate swaps, risk participation agreements, and foreign currency exchange contracts with customers and other third parties. See “Note 13: Fair Value Measurements” for further discussion of the fair value measurement of such derivatives.

To secure its obligations under derivative contracts, Busey pledged cash and held collateral as follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Cash pledged to secure obligations under derivative contracts	$	24,404	$	21,900
Collateral held to secure obligations under derivative contracts	19,104		20,260

Derivative Instruments Designated as Hedges

Busey entered into derivative instruments designated as cash flow hedges. For a derivative instrument that is designated and qualifies as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.

Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps with notional amounts totaling $500.0 million as of both March 31, 2025, and December 31, 2024, were designated as cash flow hedges. Busey entered into a $300.0 million receive-fixed, pay-floating interest rate swap to reduce Busey’s asset sensitivity (Prime Loan Swap). Duration was added to Busey’s loan portfolio by fixing a portion of floating prime-based loans. Interest rates had risen above their historical lows allowing Busey to lock in a portion of its loan portfolio to reduce asset sensitivity while creating a more stable margin in a volatile rate market. These hedges were determined to be highly effective during the period, and Busey expects its hedges to remain highly effective during the remaining terms of the swaps. Further, Busey entered into forward-starting SOFR-based receive-fixed pay-floating interest rate swaps totaling $200.0 million to reduce Busey’s asset sensitivity (SOFR Loan Swaps). These hedges were determined to be highly effective during the period, and Busey expects its hedges to remain highly effective during the remaining terms of the swaps. Changes in the fair value of these interest rate swaps were recorded net of tax in OCI.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A summary of the interest-rate swaps designated as cash flow hedges is presented below:


		As of
(dollars in thousands)	Location	March 31, 2025			December 31, 2024
Prime Loan Swap
Notional amount		$	300,000		$	300,000
Weighted average rate: receive-fixed		4.81		%	4.81		%
Weighted average variable Prime pay rates		7.50		%	7.62		%
Weighted average maturity		3.85 years			4.10 years

SOFR Loan Swaps
Notional amount		$	200,000		$	200,000
Weighted average rate: receive-fixed		3.78		%	3.78		%
Weighted average variable 1-month CME Term SOFR pay rates		4.47		%	—
Weighted average maturity		4.52 years			4.76 years

Gross aggregate fair value of the swaps
Gross aggregate fair value of swap assets	Other assets	$	1,480		$	—
Gross aggregate fair value of swap liabilities	Other liabilities	21,106			27,770

Balances carried in AOCI
Unrealized gains (losses) on cash flow hedges, net of tax	AOCI	$	(13,659)		$	(19,805)

During the next 12 months, Busey expects to reclassify unrealized gains and losses from OCI to interest income and interest expense as shown in the following table. Amounts actually recognized could differ from these expectations due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to March 31, 2025.


(dollars in thousands)	As of March 31, 2025

Unrealized losses expected to be reclassified from OCI to interest income	$	(744)

Interest income and interest expense recorded on these swap transactions is presented in the following table:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Interest on swap transactions
Increase (decrease) in interest income on swap transactions		$	(2,060)	$	(2,796)
(Increase) decrease in interest expense on swap transactions		—		483
Net increase (decrease) in net interest income on swap transactions		$	(2,060)	$	(2,313)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Net gains (losses) relating to cash flow derivative instruments that were recorded in OCI on the Consolidated Statements of Income (Unaudited) are presented in the table below:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Unrealized gains (losses) on cash flow hedges
Net gain (loss) recognized in OCI, net of tax		$	4,641	$	(5,232)
(Gain) loss reclassified from OCI to interest income, net of tax		1,508		1,999
(Gain) loss reclassified from OCI to interest expense, net of tax		(3)		(345)
Net change in unrealized gains (losses) on cash flow hedges, net of tax		$	6,146	$	(3,578)

Derivative Instruments Not Designated as Hedges

Interest Rate Swaps Not Designated as Hedges

Busey may offer derivative contracts to its customers in connection with their risk management needs. Busey manages the risk associated with these contracts by entering into equal and offsetting derivative agreements with third-party dealers. These contracts supported variable rate, commercial loan relationships totaling $928.5 million as of March 31, 2025, and $719.2 million as of December 31, 2024. These derivatives generally worked together as an economic interest rate hedge, but Busey did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.

Amounts and fair values of derivative assets and derivative liabilities related to customer interest rate swaps recorded on the Consolidated Balance Sheets (Unaudited) are summarized as follows:


		As of March 31, 2025				As of December 31, 2024
(dollars in thousands)	Location	Notional Amount		Fair Value		Notional Amount		Fair Value
Derivative assets not designated as hedging instruments
Interest rate swaps: receive-fixed, pay-floating	Other assets	$	330,406	$	6,327	$	156,539	$	1,465
Interest rate swaps: receive-floating, pay-fixed	Other assets	598,075		27,061		562,697		28,854
Derivative assets not designated as hedging instruments		$	928,481	$	33,388	$	719,236	$	30,319

Derivative liabilities not designated as hedging instruments
Interest rate swaps: receive-fixed, pay-floating	Other liabilities	$	598,075	$	27,061	$	562,697	$	28,854
Interest rate swaps: receive-floating, pay-fixed	Other liabilities	330,406		6,327		156,539		1,465
Derivative liabilities not designated as hedging instruments		$	928,481	$	33,388	$	719,236	$	30,319

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Changes in fair value of these derivative assets and liabilities are included in the Consolidated Statements of Income (Unaudited) and are summarized as follows:


		Three Months Ended March 31,
(dollars in thousands)	Location		2025		2024
Interest rate swaps
Receive-fixed, pay-floating	Noninterest expense		$	3,034	$	5,480
Receive-floating, pay-fixed	Noninterest expense		(3,034)		(5,480)
Net change in fair value of interest rate swaps			$	—	$	—

Risk Participation Agreements

To manage the credit risk exposure related to customer-facing swaps, Busey entered into risk participation agreements in conjunction with loan participation arrangements with other financial institutions. Under these risk participation agreements, Busey purchased credit risk participation, paying an up-front fee to a counterparty to accept a portion of its credit exposure, and will receive a payment from the counterparty if the swap customer defaults on its obligations. In addition to these agreements Busey entered into, in connection with the CrossFirst acquisition, Busey assumed additional risk participation agreements entered into by CrossFirst, in which CrossFirst purchased credit risk participation, and Busey will receive a payment from the counterparty if the swap customer defaults on its obligations.

In connection with the CrossFirst acquisition, Busey assumed risk participation agreements entered into by CrossFirst, under which CrossFirst sold credit risk participation, receiving an up-front fee from a counterparty in exchange for accepting a portion of the counterparty’s credit exposure. Under these agreements, Busey will be required to make a payment to the counterparty if the swap customer defaults on its obligations.

Notional amounts of the risk participation agreements reflect the participating banks’ pro-rata shares of the derivative instruments, consistent with their shares of the related participated loans. The risk participation agreements mature between October 2025 and October 2029, and are summarized as follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Risk participation agreements purchased
Number of risk participation agreements	10		5
Notional amount	$	59,267	$	40,092
Fair value	28		5

Risk participation agreements sold
Number of risk participation agreements	12		—
Notional amount	$	106,163	$	—
Fair value	67		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Mortgage Banking Derivatives

Interest Rate Lock Commitments

Interest rate lock commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Balance Sheets (Unaudited), with changes in the fair values of the corresponding derivative financial assets or liabilities recorded as either a charge or credit to current earnings during the period in which the changes occurred.

Forward Sales Commitments

Busey economically hedges mortgage loans held for sale and interest rate lock commitments issued to its residential loan customers related to loans that will be held for sale by obtaining corresponding forward sales commitments with an investor to sell the loans at an agreed-upon price at the time the interest rate locks are issued to the customers. Forward sales commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities on the Consolidated Balance Sheets (Unaudited). While such forward sales commitments generally served as an economic hedge to mortgage loans held for sale and interest rate lock commitments, Busey did not designate them for hedge accounting treatment. Changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.

Amounts and fair values of mortgage banking derivatives included on the Consolidated Balance Sheets (Unaudited) are summarized as follows:


		As of March 31, 2025				As of December 31, 2024
(dollars in thousands)	Location	Notional Amount		Fair Value		Notional Amount		Fair Value
Mortgage banking derivative assets
Interest rate lock commitments	Other assets	$	8,206	$	165	$	2,430	$	28
Forward sales commitments	Other assets	1,389		1		3,457		21
Mortgage banking derivative assets		$	9,595	$	166	$	5,887	$	49

Mortgage banking derivative liabilities
Interest rate lock commitments	Other liabilities	$	—	$	—	$	436	$	4
Forward sales commitments	Other liabilities	11,813		73		1,955		6
Mortgage banking derivative liabilities		$	11,813	$	73	$	2,391	$	10

Gains and losses relating to these derivative instruments are reported in noninterest income, and are summarized as follows for the periods presented:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Net gains (losses) on mortgage banking derivatives
Gains (losses) on interest rate lock commitments		$	242	$	262
Gains (losses) on forward sales commitments		(87)		(42)


Net gains (losses) on mortgage banking derivatives		$	155	$	220

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 13. FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received by selling that asset or paid in transferring that liability (exit price) in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820 “Fair Value Measurement” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

•Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•Level 3 Inputs—Unobservable inputs for estimating the fair values of assets or liabilities that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to Busey’s assets and liabilities that are carried at fair value.

In general, fair value estimates are based upon quoted market prices, when available. If such quoted market prices are not available, fair values are estimated utilizing independent valuation techniques that consider identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable data. Valuation adjustments may be made to ensure that financial instruments are recorded at their estimated fair values. These adjustments may include amounts to reflect, among other things, counterparty credit quality and the company's creditworthiness as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes Busey's valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to estimate the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

Debt Securities Available for Sale

Debt securities classified as available for sale are reported at fair value, which is estimated using Level 2 inputs. Busey obtains fair value measurements from an independent pricing service. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid, and other market information. Because many fixed income securities do not trade on a daily basis, the independent pricing service applies available information to prepare evaluations, with a focus on observable market data such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing.

The independent pricing service uses model processes, such as the Option Adjusted Spread model, to assess interest rate impact and develop prepayment scenarios. Models and processes take into account market conventions. For each asset class, a team of evaluators gathers information from market sources and integrates relevant credit information, perceived market movements, and sector news into the evaluated pricing applications and models.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Market inputs that the independent pricing service normally seeks for evaluations of securities, listed in approximate order of priority, include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The independent pricing service also monitors market indicators, industry, and economic events. For certain security types, additional inputs may be used or some of the market inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day. Because the data utilized was observable, the securities have been classified as Level 2.

Equity Securities

Equity securities are reported at fair value, which is estimated using Level 1 or Level 2 inputs. Fair value measurements of mutual funds or stock in active markets are estimated using unadjusted quoted prices for identical assets at the measurement date and are classified as Level 1. Fair value measurements of stock that are not active use quoted prices for identical or similar assets in markets and are classified as Level 2.

Derivative Assets and Derivative Liabilities

Busey’s derivative assets and derivative liabilities are reported at fair value, which is measured using Level 2 or Level 3 inputs. Fair values of derivative assets and liabilities are estimated based on prices that are obtained from a third-party which uses observable market inputs and, with the exception of risk participation agreements, are classified as Level 2. Due to the significance of unobservable inputs, derivative assets and liabilities related to risk participation agreements are classified as Level 3.

The following tables summarize financial assets and financial liabilities measured at estimated fair value on a recurring basis:


	As of March 31, 2025
(dollars in thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Debt securities available for sale:

Obligations of U.S. government corporations and agencies	$	—	$	217	$	—	$	217
Obligations of states and political subdivisions	—		243,864		—		243,864
Asset-backed securities	—		342,676		—		342,676
Commercial mortgage-backed securities	—		80,824		—		80,824
Residential mortgage-backed securities	—		1,495,516		—		1,495,516
Corporate debt securities	—		110,777		—		110,777
Equity securities	824		10,004		—		10,828
Derivative assets	—		35,034		28		35,062
Derivative liabilities	—		54,567		67		54,634

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	As of December 31, 2024
(dollars in thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Debt securities available for sale:

Obligations of U.S. government corporations and agencies	$	—	$	1,400	$	—	$	1,400
Obligations of states and political subdivisions	—		139,829		—		139,829
Asset-backed securities	—		336,557		—		336,557
Commercial mortgage-backed securities	—		92,174		—		92,174
Residential mortgage-backed securities	—		1,087,210		—		1,087,210
Corporate debt securities	—		153,051		—		153,051
Equity securities	5,567		10,295		—		15,862
Derivative assets	—		30,368		5		30,373
Derivative liabilities	—		58,099		—		58,099

Activity for risk participation agreements, which are financial assets measured at estimated fair value on a recurring basis using Level 3, is summarized in the tables below:


		Three Months Ended March 31,
(dollars in thousands)	Location		2025		2024
Beginning Balance			$	5	$	15
Gains (losses) recognized in earnings	Other expense		(3)		(9)

Purchases			—		3

Assumed in acquisition			(41)		—




Ending Balance			$	(39)	$	9

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at estimated fair value on a non-recurring basis; that is, the instruments are not measured at estimated fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Loans Evaluated Individually

Busey does not record portfolio loans at estimated fair value on a recurring basis. However, periodically, a loan is evaluated individually and is reported at the estimated fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. If the estimated collateral value is not sufficient, a specific reserve is recorded. Collateral values are estimated using a combination of observable inputs, including recent appraisals, and unobservable inputs based on customized discounting criteria. Due to the significance of unobservable inputs, fair values of individually evaluated collateral dependent loans have been classified as Level 3.

Bank Property Held for Sale

Bank property held for sale represents certain banking center office buildings which Busey has closed and consolidated with other existing banking centers. Bank property held for sale is measured at the lower of amortized cost or estimated fair value less estimated costs to sell. Fair value estimates were based upon discounted appraisals or real estate listing prices. Due to the significance of unobservable inputs, estimated fair values of all bank property held for sale have been classified as Level 3. Bank property held for sale is included in premises and equipment, net on Busey’s Consolidated Balance Sheets (Unaudited).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables summarize financial assets and financial liabilities measured at estimated fair value on a non-recurring basis:


	As of March 31, 2025
(dollars in thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Loans evaluated individually, net of related allowance	$	—	$	—	$	21,440	$	21,440

Bank property held for sale with impairment	—		—		2,653		2,653


	As of December 31, 2024
(dollars in thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Loans evaluated individually, net of related allowance	$	—	$	—	$	616	$	616

Bank property held for sale with impairment	—		—		2,841		2,841

The following table presents additional quantitative information about assets measured at estimated fair value on a non-recurring basis using Level 3 inputs:

As of March 31, 2025

(dollars in thousands)

Fair Value

Valuation
Techniques

Unobservable
Input

Range
(Weighted Average)

Loans evaluated individually, net of related allowance

21,440

Appraisal of collateral

Appraisal adjustments

-1.6% to -100.0%

(-47.9)%

Bank property held for sale with impairment

2,653

Appraisal of collateral or real estate listing price

Appraisal adjustments

-9.0% to -86.8%

(-55.0)%

As of December 31, 2024

(dollars in thousands)

Fair Value

Valuation
Techniques

Unobservable
Input

Range
(Weighted Average)

Loans evaluated individually, net of related allowance

616

Appraisal of collateral

Appraisal adjustments

-25.0% to -100.0%

(-74.9)%

Bank property held for sale with impairment

2,841

Appraisal of collateral or real estate listing price

Appraisal adjustments

-9.0% to -76.7%

(-51.8)%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Financial Assets and Financial Liabilities That Are Not Carried at Fair Value

Fair values of financial instruments that are not carried at fair value on Busey’s Consolidated Balance Sheets (Unaudited) were estimated as follows:


	As of March 31, 2025				As of December 31, 2024
(dollars in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Level 1 inputs:
Cash and cash equivalents	$	1,200,292	$	1,200,292	$	697,659	$	697,659
Level 2 inputs:
Debt securities held to maturity	815,402		678,470		826,630		675,053
Loans held for sale	7,270		7,305		3,657		3,726
Restricted bank stock	53,518		53,518		49,930		49,930
Accrued interest receivable	79,673		79,673		45,141		45,141
Level 3 inputs:
Portfolio loans, net	13,673,147		13,610,565		7,613,683		7,426,158
Mortgage servicing rights	1,203		5,311		1,304		5,627
Other servicing rights	2,733		2,883		1,482		1,591

Financial liabilities
Level 2 inputs:
Time deposits	$	3,091,076	$	3,083,309	$	1,490,635	$	1,481,591
Securities sold under agreements to repurchase	137,340		137,340		155,610		155,610
Short-term borrowings	11,209		11,130		—		—
Long-term debt	78,542		75,092		—		—
Junior subordinated debt owed to unconsolidated trusts	77,117		70,492		74,815		67,314
Accrued interest payable	41,699		41,699		21,129		21,129
Level 3 inputs:

Subordinated notes, net of unamortized issuance costs	227,967		220,355		227,723		219,043

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 14. EARNINGS PER COMMON SHARE

Basic earnings per common share is computed by dividing net income for the period by the weighted average number of common shares outstanding, which include DSUs that are vested but not delivered. Diluted earnings per common share is computed using the treasury stock method and reflects the potential dilution that could occur if Busey’s outstanding stock options and SSARs were exercised, stock units were vested, and ESPP shares were issued.

Earnings per common share have been computed as follows:


	Three Months Ended March 31,
(dollars in thousands, except per share amounts)		20251		2024
Net income (loss)		$	(29,990)	$	26,225

Weighted average number of common shares outstanding, basic		68,517,647		55,416,589
Dilutive effect of common stock equivalents:


RSU awards		—		653,437
PSU awards		—		293,389
DSU awards		—		33,481
ESPP		—		9,604

Weighted average number of common shares outstanding, diluted		68,517,647		56,406,500

Basic earnings (loss) per common share		$	(0.44)	$	0.47
Diluted earnings (loss) per common share		$	(0.44)	$	0.46

___________________________________________

1.Since the Company was in a net loss position for the three months ended March 31, 2025, the inclusion of all potential common shares outstanding would have been anti-dilutive, so basic net loss per common share is the same as diluted net loss per common share.

Shares that were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive are summarized in the table below for the periods presented:


	Three Months Ended March 31,
		2025	2024
Anti-dilutive common stock equivalents
Options		15,106	20,386

RSU awards		1,714,130	—
PSU awards		576,757	108,671
DSU awards		39,846	—
ESPP		33,728	—
SSARs		414,855	—
Total anti-dilutive common stock equivalents		2,794,422	129,057

Preferred stock and dividends

On March 1, 2025, associated with the CrossFirst acquisition, Busey issued 7,750 shares of Series A Non-Cumulative Perpetual Preferred Stock. No preferred stock dividend has been declared since issuing the Series A Non-Cumulative Perpetual Preferred Stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present changes in AOCI by component, net of tax, for the periods indicated:


	Three Months Ended March 31, 2025
(dollars in thousands)	Unrealized Gains (Losses) on Debt Securities Available For Sale		Unrecognized Gains (Losses) on Debt Securities Held to Maturity		Unrealized Gains (Losses) on Cash Flow Hedges		Total
Balance, December 31, 2024	$	(165,680)	$	(21,554)	$	(19,805)	$	(207,039)
Unrealized holding gains (losses), net	16,581		—		4,641		21,222

Amounts reclassified from AOCI, net	11,374		—		1,505		12,879
Amortization of unrecognized losses on securities transferred to held to maturity	—		128		—		128
Balance, March 31, 2025	$	(137,725)	$	(21,426)	$	(13,659)	$	(172,810)


	Three Months Ended March 31, 2024
(dollars in thousands)	Unrealized Gains (Losses) on Debt Securities Available For Sale		Unrecognized Gains (Losses) on Debt Securities Held to Maturity		Unrealized Gains (Losses) on Cash Flow Hedges		Total
Balance, December 31, 2023	$	(176,636)	$	(25,473)	$	(16,694)	$	(218,803)
Unrealized holding gains (losses), net	(5,681)		—		(5,232)		(10,913)

Amounts reclassified from AOCI, net	4,863		—		1,654		6,517
Amortization of unrecognized losses on securities transferred to held to maturity	—		1,009		—		1,009
Balance, March 31, 2024	$	(177,454)	$	(24,464)	$	(20,272)	$	(222,190)

NOTE 16. OPERATING SEGMENTS AND RELATED INFORMATION

Busey’s reportable segments are determined by its chief executive officer, who is the designated chief operating decision maker. Busey is organized into three reportable operating segments: Banking, Wealth Management, and FirsTech. These operating segments are strategic business units that are separately managed, as they offer different products and services and have different marketing strategies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Banking

The Banking operating segment provides a full range of banking services to individual and corporate customers through First Busey Corporation’s wholly-owned bank subsidiaries, Busey Bank and CrossFirst Bank.

Busey Bank has 62 banking centers located throughout Illinois; the St. Louis, Missouri metropolitan area; southwest Florida; and Indianapolis, Indiana.

CrossFirst Bank has 16 banking centers located in Leawood, Kansas; Wichita, Kansas; Kansas City, Missouri; Oklahoma City, Oklahoma; Tulsa, Oklahoma; Dallas, Texas; Fort Worth, Texas; Frisco, Texas; Phoenix, Arizona; Tucson, Arizona; Colorado Springs, Colorado; Denver, Colorado; and Clayton, New Mexico. The newest banking center located in Oklahoma was opened on April 7, 2025.

Banking services offered to individual customers include customary types of demand and savings deposits, money transfers, safe deposit services, individual retirement accounts and other fiduciary services, automated teller machines, and technology-based networks, as well as a variety of loan products including residential real estate, home equity lines of credit, and consumer loans. Banking services offered to corporate customers include commercial, CRE, real estate construction, and agricultural loans, as well as commercial depository services such as cash management.

Wealth Management

The Wealth Management operating segment provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Services are provided through Busey Capital Management, Inc., a wholly-owned subsidiary of Busey Bank, and Busey Wealth Management, a division of Busey Bank.

Wealth management services tailored to individuals include trust and estate advisory services and financial planning. Business services include business succession planning and employee retirement plan services. Services for foundations include investment strategy consulting and fiduciary services.

FirsTech

The FirsTech operating segment provides comprehensive and innovative payment technology solutions through Busey Bank’s wholly-owned subsidiary, FirsTech. FirsTech's multi-channel payment platform allows businesses to collect payments from their customers in a variety of ways to enable fast, frictionless payments. Payment method vehicles include, but are not limited to, text-based mobile bill pay; interactive voice response; electronic payment concentration delivered to Automated Clearing House networks, money management, and credit card networks; walk-in payment processing for customers at retail pay agents; customer service payments made over a telephone; direct debit services; merchant services referral solutions serving partner Financial Institutions and their business customers; and lockbox remittance processing for customers to make payments by mail. FirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.

FirsTech's client base represents a diverse set of industries, with a higher concentration in highly regulated industries, such as financial institutions, utility, insurance, and telecommunications industries.

Segment Financial Information

The segment financial information provided below has been derived from information used by management to monitor and manage Busey’s financial performance. The accounting policies of Busey’s operating segments are the same as those described in the summary of significant accounting policies in “Note 1. Significant Accounting Policies” of Busey’s 2024 Annual Report. Busey accounts for intersegment revenue and transfers at current market prices.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Goodwill and total assets are summarized below by operating segment. The “other” category included in the tables below consists of the parent company and the elimination of intercompany transactions:


	As of March 31, 2025
(dollars in thousands)	Banking		Wealth Management		FirsTech		Other		Total
Goodwill	$	362,039	$	14,108	$	8,992	$	—	$	385,139
Total assets	19,271,919		130,700		46,188		15,445		19,464,252


	As of December 31, 2024
(dollars in thousands)	Banking		Wealth Management		FirsTech		Other		Total
Goodwill	$	310,595	$	14,108	$	8,992	$	—	$	333,695
Total assets	11,856,651		126,180		57,737		6,154		12,046,722

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Financial results by operating segment, including significant expense categories provided to the chief operating decision maker, are summarized below:


	Three Months Ended March 31, 2025
(dollars in thousands)	Banking		Wealth Management		FirsTech		Other		Total
Interest income	$	166,812	$	—	$	—	$	3	$	166,815
Intersegment interest income	—		—		13		(13)		—
Interest expense	58,517		—		—		4,567		63,084
Intersegment interest expense	491		—		—		(491)		—
Net interest income	107,804		—		13		(4,086)		103,731
Provision for credit losses	42,452		—		—		—		42,452
Net interest income after provision for credit losses	65,352		—		13		(4,086)		61,279

Noninterest income
Wealth management fees	—		17,364		—		—		17,364
Fees for customer services	8,128		—		—		—		8,128
Payment technology solutions	—		—		5,073		—		5,073
All other noninterest income	(9,248)		202		(2)		(294)		(9,342)
Intersegment noninterest income	352		—		345		(697)		—
Noninterest income	(768)		17,566		5,416		(991)		21,223

Revenue	107,036		17,566		5,429		(5,077)		124,954

Noninterest expense
Salaries, wages, and employee benefits	46,726		7,031		2,481		11,325		67,563
Data processing	7,949		593		937		96		9,575
Amortization of intangible assets	2,841		242		—		—		3,083
Interchange expense	—		—		1,343		—		1,343
All other noninterest expense	22,966		737		617		9,287		33,607
Intersegment noninterest expense	4,665		780		369		(5,814)		—
Noninterest expense	85,147		9,383		5,747		14,894		115,171

Income (loss) before income taxes	(20,563)		8,183		(318)		(19,971)		(32,669)
Income taxes	(870)		1,964		(79)		(3,694)		(2,679)
Net income (loss)	$	(19,693)	$	6,219	$	(239)	$	(16,277)	$	(29,990)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three Months Ended March 31, 2024
(dollars in thousands)	Banking		Wealth Management		FirsTech		Other		Total
Interest income	$	125,810	$	—	$	—	$	10	$	125,820
Intersegment interest income	—		—		13		(13)		—
Interest expense	45,323		—		—		4,643		49,966
Intersegment interest expense	867		—		—		(867)		—
Net interest income	79,620		—		13		(3,779)		75,854
Provision for credit losses	5,038		—		—		—		5,038
Net interest income after provision for credit losses	74,582		—		13		(3,779)		70,816

Noninterest income
Wealth management fees	—		15,549		—		—		15,549
Fees for customer services	7,056		—		—		—		7,056
Payment technology solutions	—		—		5,709		—		5,709
All other noninterest income	6,013		163		—		423		6,599
Intersegment noninterest income	316		—		262		(578)		—
Noninterest income	13,385		15,712		5,971		(155)		34,913

Revenue	93,005		15,712		5,984		(3,934)		110,767

Noninterest expense
Salaries, wages, and employee benefits	27,361		6,759		2,449		5,521		42,090
Data processing	5,033		516		858		143		6,550
Amortization of intangible assets	2,102		307		—		—		2,409
Interchange expense	—		—		1,611		—		1,611
All other noninterest expense	15,014		780		585		1,730		18,109
Intersegment noninterest expense	2,877		774		363		(4,014)		—
Noninterest expense	52,387		9,136		5,866		3,380		70,769

Income (loss) before income taxes	35,580		6,576		118		(7,314)		34,960
Income taxes	9,088		1,578		32		(1,963)		8,735
Net income	$	26,492	$	4,998	$	86	$	(5,351)	$	26,225

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited)

Contents of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) (“MD&A”)


SCOPE OF DISCUSSION			68
BUSINESS			68
Banking Center Markets			68
Busey's Conservative Banking Strategy			68
Mergers and Acquisitions			69
CrossFirst Bankshares, Inc.			69
Merchants and Manufacturers Bank Corporation			69
RESULTS OF OPERATIONS — THREE MONTHS ENDED MARCH 31, 2025			70
Net Income			70
Operating Performance Metrics			71
Net Interest Income			71
Consolidated Average Balance Sheets and Interest Rates			71
Noninterest Income			74
Noninterest Expense			76
Efficiency Ratio			77
Taxes			78
FINANCIAL CONDITION			78
Balance Sheet			78
Portfolio Loans			79
Portfolio Composition			80
Concentration of Credit Risk			80
Allowance and Provision for Credit Losses			82
Non-Performing Loans and Non-Performing Assets			83
Potential Problem Loans			85
Deposits			85
Liquidity			86
Off-Balance-Sheet Arrangements			87
Capital Resources			87
NON-GAAP FINANCIAL INFORMATION			88
FORWARD-LOOKING STATEMENTS			95
CRITICAL ACCOUNTING ESTIMATES			95
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations			96
Goodwill			96
Income Taxes			96
Allowance for Credit Losses			97

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SCOPE OF DISCUSSION

The following discussion and analysis are intended to assist readers in understanding Busey’s financial condition and results of operations during the three months ended March 31, 2025, and should be read in conjunction with Busey’s Consolidated Financial Statements (Unaudited) and the related Notes to the Consolidated Financial Statements (Unaudited) included in this Quarterly Report, as well as Busey’s 2024 Annual Report.

BUSINESS

First Busey Corporation is a $19.46 billion financial holding company headquartered in Leawood, Kansas. First Busey Corporation’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”

Busey provides a full range of banking, wealth management, and payment technology solutions to individuals and corporate clients through its subsidiaries, Busey Bank, CrossFirst Bank (since March 1, 2025), and FirsTech.

Banking Center Markets

Busey Bank, headquartered in Champaign, Illinois, serves the Illinois banking market with 50 banking centers, including 21 located within central Illinois, 17 located within the suburban Chicago market, and 12 located within the St. Louis Metropolitan Statistical Area. Busey’s Illinois markets feature several Fortune 1000 companies. Those organizations, 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.

Busey Bank has eight banking centers in Missouri. St. Louis, Missouri has a diverse economy with major employment sectors including health care, financial services, professional and business services, and retail. Busey has a total of 20 banking centers within the boundaries of the St. Louis Metropolitan Statistical Area, including branches in both Illinois and Missouri.

Busey Bank has three banking centers in southwest Florida, an area which has experienced strong population growth, job growth, and an expanded housing market, as well as the benefits of a tourism and winter resort economy.

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.

CrossFirst Bank, headquartered in Leawood, Kansas, serves high-growth metro markets with two banking centers located in Arizona, two in Colorado, three in Kansas, one in Missouri, one in New Mexico, three in Oklahoma, and four in Texas. CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Busey will operate CrossFirst Bank as a separate banking subsidiary until it is merged with and into Busey Bank, which is expected to occur on June 20, 2025. At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank.

Busey's Conservative Banking Strategy

Busey’s financial strength is built on a long-term conservative operating approach. The quality of Busey’s core deposit franchise is a critical value driver of the institution. Busey remains substantially core deposit1 funded, with robust liquidity and significant market share in the communities it serves. As of March 31, 2025, Busey’s loan to deposit ratio was 84.3% and core deposits represented 90.3% 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, which has been originated predominantly to established customers with tenured relationships with Busey. 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.

1 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 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

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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. As of March 31, 2025, Busey’s leverage ratio of Tier 1 capital to average assets was 12.9%, its common equity Tier 1 capital to risk weighted assets ratio was 12.0%, and its total capital to risk weighted assets ratio was 14.9%.

Mergers and Acquisitions

CrossFirst Bankshares, Inc.

Effective March 1, 2025, First Busey Corporation, the holding company for Busey Bank, completed its previously announced acquisition of CrossFirst, the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger, dated August 26, 2024, by and between Busey and CrossFirst. The acquisition was accretive to tangible book value, exceeding initial projections of a six-month earn back period.

Further details about the completion of the merger are included with Busey’s Current Report on Form 8‑K announcing completion of the merger, which was filed with the SEC on March 3, 2025.

Merchants and Manufacturers Bank Corporation

For further information regarding these acquisitions, see “Note 2. Mergers and Acquisitions” in the Notes to the Consolidated Financial Statements (Unaudited).

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RESULTS OF OPERATIONS — THREE MONTHS ENDED MARCH 31, 2025

Net Income

The transformative acquisition of CrossFirst on March 1, 2025, significantly impacted first quarter 2025 results and reset the baseline performance for future periods in a multitude of positive ways. Results of Busey’s operations, by operating segment, are presented below:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Net income (loss)
Banking		$	(19,693)	$	26,492
Wealth Management		6,219		4,998
FirsTech		(239)		86
Other		(16,277)		(5,351)
Net income (loss)		$	(29,990)	$	26,225

Non-Operating Expenses and Non-GAAP Measures

Busey views certain non-operating expenses, including acquisition expenses, restructuring charges, and non-recurring strategic events, as adjustments to net income reported under GAAP. Non-operating expenses were as follows:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Non-operating expenses by income statement location
Provision for credit losses		$	42,433	$	—
Salaries, wages, and employee benefits		15,878		123
Data processing		2,302		100
Combined, net occupancy expense of premises and furniture and equipment expenses		—		37
Professional fees		7,294		137
Other noninterest expense		3,691		11
Total non-operating expenses		$	71,598	$	408

Non-operating expenses by business objective
Acquisition expenses:
Day 2 provision for credit losses		$	42,433	$	—
Day 2 provision for unfunded commitments		3,139		—
Other acquisition expenses		26,026		285
Acquisition expenses1		71,598		285
Restructuring expenses2		—		123
Total non-operating expenses		$	71,598	$	408

___________________________________________

1.Acquisition expenses were 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.

2.Restructuring expenses were related to previously disclosed restructuring and efficiency plans.

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 Quarterly Report. See “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information.”

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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. In addition to the non-operating expenses in the table above, adjusted operating performance metrics also reflect adjustments for strategic balance sheet repositioning and 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:


	Three Months Ended March 31,
(dollars in thousands, except per share amounts)		2025			2024
Net income (loss) (GAAP)		$	(29,990)		$	26,225
Adjusted net income (Non-GAAP)1, 2		$	39,898		$	25,713

Diluted earnings (loss) per common share (GAAP)		$	(0.44)		$	0.46
Adjusted diluted earnings per common share (Non-GAAP)1, 2, 3		$	0.57		$	0.46

Return on average assets (Non-GAAP)1, 4		(0.82)		%	0.88		%
Adjusted return on average assets (Non-GAAP)1, 2, 4		1.09		%	0.86		%

Return on average tangible common equity (Non-GAAP)1, 4		(7.99)		%	11.43		%
Adjusted return on average tangible common equity (Non-GAAP)1, 2, 4		10.64		%	11.21		%

Pre-provision net revenue (Non-GAAP)1		$	25,551		$	46,373
Adjusted pre-provision net revenue (Non-GAAP)1		$	54,718		$	38,638

Pre-provision net revenue to average total assets (Non-GAAP)1, 4		0.70		%	1.55		%
Adjusted pre-provision net revenue to average total assets (Non-GAAP)1, 4		1.50		%	1.29		%

___________________________________________

1.For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly 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 valuation adjustments.

3.Dilution includes shares that would have been dilutive if there had been net income during the period.

4.Annualized measure.

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.

Consolidated Average Balance Sheets and Interest Rates

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The table below presents 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:


	Three Months Ended March 31,
	2025						2024
(dollars in thousands)	Average Balance		Income/ Expense		Yield/ Rate5		Average Balance		Income/ Expense		Yield/ Rate5
Assets
Interest-bearing bank deposits and federal funds sold	$	688,233	$	7,584	4.47	%	$	488,610	$	6,471	5.33	%
Investment securities:
U.S. Government obligations	41,729		503		4.89	%	12,405		62		2.01	%
Obligations of states and political subdivisions1	192,984		1,531		3.22	%	165,446		1,147		2.79	%
Other securities	2,547,722		17,076		2.72	%	2,729,293		18,819		2.77	%
Restricted bank stock	51,146		759		6.02	%	6,000		87		5.83	%
Loans held for sale	3,443		55		6.48	%	4,833		72		5.98	%
Portfolio loans1, 2	9,838,337		139,844		5.76	%	7,599,316		99,611		5.27	%
Total interest-earning assets1, 3	13,363,594		$	167,352	5.08	%	11,005,903		$	126,269	4.61	%

Cash and due from banks	172,788						105,583
Premises and equipment	140,490						122,291
ACL	(131,800)						(92,137)
Other assets	1,286,226						882,568
Total assets	$	14,831,298					$	12,024,208

Liabilities and stockholders’ equity
Interest-bearing transaction deposits	$	2,646,916	$	10,928	1.67	%	$	2,524,757	$	10,811	1.72	%
Savings and money market deposits	4,443,528		27,592		2.52	%	3,076,203		16,388		2.14	%
Time deposits	2,052,337		18,792		3.71	%	1,729,145		16,769		3.90	%
Federal funds purchased and repurchase agreements	144,838		876		2.45	%	178,659		1,372		3.09	%
Borrowings4	264,615		3,541		5.43	%	250,882		3,637		5.83	%
Junior subordinated debt issued to unconsolidated trusts	75,607		1,355		7.27	%	72,009		989		5.52	%
Total interest-bearing liabilities	9,627,841		$	63,084	2.66	%	7,831,655		$	49,966	2.57	%

Net interest spread1					2.42	%					2.04	%

Noninterest-bearing deposits	3,036,127						2,708,586
Other liabilities	232,254						208,243
Stockholders’ equity	1,935,076						1,275,724
Total liabilities and stockholders’ equity	$	14,831,298					$	12,024,208

Interest income / earning assets1, 3	$	13,363,594	$	167,352	5.08	%	$	11,005,903	$	126,269	4.61	%
Interest expense / earning assets	13,363,594		63,084		1.92	%	11,005,903		49,966		1.82	%
Net interest margin1			$	104,268	3.16	%			$	76,303	2.79	%

___________________________________________

1.On a tax-equivalent basis and assuming a federal income tax rate of 21.0%. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

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

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3.Interest income includes tax-equivalent adjustments of $0.5 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.

4.Includes short-term and long-term borrowings. Interest expense includes non-usage fees on a revolving loan.

5.Annualized.

Notable changes in average assets and average liabilities are summarized as follows:


	Three Months Ended March 31,
(dollars in thousands)	2025			2024			Change		% Change
Average interest-earning assets	$	13,363,594		$	11,005,903		$	2,357,691	21.4	%
Average interest-bearing liabilities	9,627,841			7,831,655			1,796,186		22.9	%
Average noninterest-bearing deposits	3,036,127			2,708,586			327,541		12.1	%

Total average deposits	12,178,908			10,038,691			2,140,217		21.3	%
Total average liabilities	12,896,222			10,748,484			2,147,738		20.0	%

Average noninterest-bearing deposits as a percent of total average deposits	24.9		%	27.0		%	(210) bps
Total average deposits as a percent of total average liabilities	94.4		%	93.4		%	100 bps

Changes in net interest income and net interest margin are summarized as follows:


	Three Months Ended March 31,
(dollars in thousands)	2025			2024			Change		% Change
Net interest income
Interest income, on a tax-equivalent basis1	$	167,352		$	126,269		$	41,083	32.5	%
Interest expense	(63,084)			(49,966)			(13,118)		(26.3)	%
Net interest income, on a tax-equivalent basis1	$	104,268		$	76,303		$	27,965	36.6	%

Net interest margin1, 2	3.16		%	2.79		%	37 bps

___________________________________________

1.Assuming a federal income tax rate of 21.0%. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

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 repositioning strategies as well as embedding rate protection in its asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have provided funding flows, and Busey had excess earning cash during the first quarter of 2025. A portion of the acquired CrossFirst Bank securities portfolio was liquidated when the acquisition was finalized, providing additional excess cash that will allow Busey to pay down non-core funding. As brokered CDs mature, Busey will continue to deploy excess cash to reduce wholesale funding levels.

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:


	Three Months Ended March 31,
		2025		2024
Net interest spread1		2.42	%	2.04	%

___________________________________________

1.Net interest spread is calculated on a tax-equivalent basis.

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


	2025		2024
First Quarter	3.16	%	2.79	%
Second Quarter			3.03	%
Third Quarter			3.02	%
Fourth Quarter			2.95	%

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. For a description of accounting policies underlying the recognition of interest income and expense, refer to the Notes to Consolidated Financial Statements in Busey’s 2024 Annual Report.

Noninterest Income

Changes in noninterest income are summarized as follows:


	Three Months Ended March 31,
(dollars in thousands)	2025		2024		Change		% Change
Noninterest income
Wealth management and payment technology solutions income:
Wealth management fees	$	17,364	$	15,549	$	1,815	11.7	%
Payment technology solutions	5,073		5,709		(636)		(11.1)	%
Combined, wealth management fees and payment technology solutions	22,437		21,258		1,179		5.5	%

Fees for customer services	8,128		7,056		1,072		15.2	%
Mortgage revenue	329		746		(417)		(55.9)	%
Income on bank owned life insurance	1,446		1,419		27		1.9	%
Realized net gains (losses) on the sale of mortgage servicing rights	—		7,465		(7,465)		(100.0)	%

Securities income:
Realized net gains (losses) on securities	(15,537)		(6,802)		(8,735)		(128.4)	%
Unrealized net gains (losses) recognized on equity securities	(231)		427		(658)		(154.1)	%
Net securities gains (losses)	(15,768)		(6,375)		(9,393)		(147.3)	%

Other noninterest income	4,651		3,344		1,307		39.1	%
Total noninterest income	$	21,223	$	34,913	$	(13,690)	(39.2)	%

Assets under care as of period end	$	13,677,866	$	12,762,786	$	915,080	7.2	%

Total noninterest income was $21.2 million for the three months ended March 31, 2025, a decrease of 39.2% from the comparable period in 2024, primarily due to net securities losses that were recorded in connection with a strategic balance sheet repositioning.

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Wealth management fees were $17.4 million for the three months ended March 31, 2025, an 11.7% increase from the comparable period for 2024, primarily due to increases in trust fee income. On a segment basis, Busey’s Wealth Management division contributed $17.6 million for the three months ended March 31, 2025, which included approximately $0.2 million reported as other noninterest income. Busey’s Wealth Management division ended the first quarter of 2025 with $13.68 billion in assets under care, an increase of 7.2% compared to the balance on March 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 relates to Busey’s payment processing company, FirsTech. Payment technology solutions income was $5.1 million for the three months ended March 31, 2025, an 11.1% decrease from the comparable period in 2024, primarily due to decreases in income from electronic payments, online bill payments, and interactive voice response payments, partially offset by increases in income from lockbox processing and merchant services. On a segment basis, FirsTech contributed $5.4 million for the three months ended March 31, 2025.

On a segment basis, noninterest income generated from Busey’s Wealth Management and FirsTech operating segments contributed $23.0 million for the three months ended March 31, 2025, adding revenue diversification and providing a balance to spread-based revenue from traditional banking activities. For additional information about Busey’s operating segments, see “Note 16. Operating Segments and Related Information.”

Fees for customer services were $8.1 million for the three months ended March 31, 2025, a 15.2% increase from the comparable period in 2024, primarily due to increases in analysis charges, automated teller machine fees, and interchange fees, partially offset by lower non-sufficient funds charges. Increases in fees for customer services are primarily attributable to the inclusion of one month of CrossFirst’s income in operating results.

Mortgage revenue was $0.3 million for the three months ended March 31, 2025, a 55.9% decrease from the comparable period in 2024. Decreases were primarily based on sold-loan mortgage volume and decreased servicing income. General economic conditions and interest rate volatility may impact future mortgage revenue.

Income on bank owned life insurance was $1.4 million for the three months ended March 31, 2025, a 1.9% increase from the comparable period in 2024, which included a $0.2 million increase in the cash surrender value of the policies and a $0.2 million decrease in earnings on death proceeds.

During the three months ended March 31, 2025, Busey did not record any realized gains on the sale of mortgage servicing rights. In comparison, during the three months ended March 31, 2024, Busey recognized a $7.5 million gain on the sale of mortgage servicing rights in connection with a strategic two-part balance sheet repositioning.

Net securities losses of $15.8 million were realized during the three months ended March 31, 2025, a 147.3% increase over the net securities losses realized during the comparable period in 2024. Losses for the three months ended March 31, 2025, were comprised of $15.5 million of realized net losses on securities associated with a strategic balance sheet repositioning and $0.2 million of unrealized net losses recognized on equity securities. Proceeds from the balance sheet repositioning were used to purchase higher-yielding securities.

Other noninterest income was $4.7 million for the three months ended March 31, 2025, a 39.1% increase from the comparable period in 2024. The increase was primarily driven by increases in swap origination fees, gains on commercial loan sales, Life Equity Loan® servicing income, and OREO income, offset by decreases in venture capital income.

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Noninterest Expense

Changes in noninterest expense are summarized as follows for the periods presented:


	Three Months Ended March 31,
(dollars in thousands)	2025			2024			Change		% Change
Noninterest expense
Salaries, wages, and employee benefits	$	67,563		$	42,090		$	25,473	60.5	%
Data processing	9,575			6,550			3,025		46.2	%

Premises expenses:
Net occupancy expense of premises	5,799			4,720			1,079		22.9	%
Furniture and equipment expenses	1,744			1,813			(69)		(3.8)	%
Combined, net occupancy expense of premises and furniture and equipment expenses	7,543			6,533			1,010		15.5	%

Professional fees	9,511			2,253			7,258		322.1	%
Amortization of intangible assets	3,083			2,409			674		28.0	%
Interchange expense	1,343			1,611			(268)		(16.6)	%
FDIC insurance	2,167			1,400			767		54.8	%
Other noninterest expense	14,386			7,923			6,463		81.6	%
Total noninterest expense	$	115,171		$	70,769		$	44,402	62.7	%

Income taxes	$	(2,679)		$	8,735		$	(11,414)	(130.7)	%
Effective income tax rate	8.2		%	25.0		%	(1,680) bps

Efficiency ratio (Non-GAAP)1	79.4		%	58.1		%	2,130 bps
Adjusted efficiency ratio (Non-GAAP)1	58.7		%	62.3		%	(360) bps

Full-time equivalent associates as of period-end	1,965			1,464			501		34.2	%

___________________________________________

1.The efficiency ratio and adjusted efficiency ratio are non-GAAP financial measures. For a reconciliation of non-GAAP measures to the most directly comparable financial GAAP measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

Total noninterest expense was $115.2 million for the three months ended March 31, 2025, a 62.7% increase from the comparable period in 2024. Growth in noninterest expense was primarily attributable to non-recurring acquisition expenses related to the CrossFirst acquisition as well as added costs for operating expenses for two banks during one month of the quarter. Pre-tax non-operating acquisition and restructuring expenses contributed $29.2 million to total noninterest expense for the three months ended March 31, 2025, compared to $0.4 million for the comparable period in 2024. Excluding non-operating expenses, noninterest expense was $86.0 million for the three months ended March 31, 2025, a 22.2% increase from the comparable period in 2024.

Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at an estimated $25.0 million when fully realized. Busey anticipates a 50% rate of synergy realization in 2025 and 100% in 2026.

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Salaries, wages, and employee benefits were $67.6 million for the three months ended March 31, 2025, a 60.5% increase from the comparable period in 2024. Increases were partially attributable to non-operating expenses, with additional severance, retention, and stock-based compensation. Excluding non-operating expenses, salaries, wages, and employee benefits were $51.7 million for the three months ended March 31, 2025, a 23.2% increase from $42.0 million in the comparable period in 2024. Busey has added 501 full time equivalent associates (“FTEs”) over the past year, mostly as a result of acquisitions, including 437 CrossFirst Bank FTEs added in March 2025 and 46 M&M Bank FTEs added in April 2024.

Data processing expense was $9.6 million for the three months ended March 31, 2025, a 46.2% increase from the comparable period in 2024. Excluding non-operating expenses, data processing expense was $7.3 million for the three months ended March 31, 2025, a 12.8% increase from the comparable period in 2024. Increases were primarily attributable to Company-wide investments in technology enhancements, including increases related to operating two banks for one month during the quarter, as well as inflation-driven price increases.

Combined, net occupancy expense of premises and furniture and equipment expense totaled $7.5 million for the three months ended March 31, 2025, a 15.5% increase from the comparable period in 2024. Primary cost drivers in these expense categories include lease costs, repairs and maintenance, depreciation expense, real estate taxes, and utilities. CrossFirst Bank added 16 banking centers in the first quarter of 2025 and M&M Bank added four banking centers in the second quarter of 2024.

Professional fees were $9.5 million for the three months ended March 31, 2025, a 322.1% increase from the comparable period in 2024. Excluding non-operating expenses, professional fees were $2.2 million for the three months ended March 31, 2025, a 4.8% increase from the comparable period in 2024, primarily as a result of increases in legal costs.

Amortization of intangible assets was $3.1 million for the three months ended March 31, 2025, a 28.0% increase from the comparable period for 2024. The CrossFirst acquisition added an estimated $81.8 million of finite-lived intangible assets, which will be amortized using an accelerated amortization methodology.

Interchange expense was $1.3 million for the three months ended March 31, 2025, a 16.6% decrease from the comparable period in 2024. Fluctuations in interchange expense relate to payment and volume activity at FirsTech.

FDIC insurance expense was $2.2 million for the three months ended March 31, 2025, a 54.8% increase from the comparable period in 2024 due to the CrossFirst acquisition.

Other noninterest expense was $14.4 million for the three months ended March 31, 2025, an 81.6% increase from the comparable period in 2024. Excluding non-operating expenses, other noninterest expense was $10.7 million for the three months ended March 31, 2025, a 35.2% increase from $7.9 million for the comparable period in 2024. Changes in other noninterest expense are attributable to multiple items, including marketing and business development, other real estate owned, and fluctuations in the provision for unfunded commitments outside of the non-operating Day 2 provision recorded in connection with the CrossFirst acquisition.

Efficiency Ratio

The efficiency ratio2, 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 79.4% for the three months ended March 31, 2025, compared to 58.1% for the same period in 2024.

Busey’s adjusted efficiency ratio2 was 58.7% for the three months ended March 31, 2025, compared to 62.3% for the same period in 2024.

2 The efficiency ratio and adjusted efficiency ratio are non-GAAP financial measures. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

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Taxes

Busey’s effective income tax rate was 8.2% for the three months ended March 31, 2025. A $4.6 million non-recurring deferred tax valuation expense was recorded in connection with the CrossFirst acquisition, which is expected to lower the effective blended state tax rate in future periods but created a negative adjustment to the carrying value of the deferred tax asset in the current period.

Busey continues to monitor evolving federal and state tax legislation and its potential impact on operations on an ongoing basis. As of March 31, 2025, Busey Bank was under examination by the Florida Department of Revenue for its 2020 to 2022 corporate income tax filings and by the Illinois Department of Revenue for M&M’s tax filings for the tax years 2022 and 2023.

FINANCIAL CONDITION

Balance Sheet

Changes in significant items on Busey’s Consolidated Balance Sheets (Unaudited) are summarized as follows as of each of the dates indicated:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024		Change		% Change
Assets
Debt securities available for sale	$	2,273,874	$	1,810,221	$	463,653	25.6	%
Debt securities held to maturity	815,402		826,630		(11,228)		(1.4)	%
Portfolio loans, net of ACL	13,673,147		7,613,683		6,059,464		79.6	%
Total assets	19,464,252		12,046,722		7,417,530		61.6	%

Liabilities
Deposits:
Noninterest-bearing	3,693,070		2,719,907		973,163		35.8	%
Interest-bearing	12,766,400		7,262,583		5,503,817		75.8	%
Total deposits	16,459,470		9,982,490		6,476,980		64.9	%
Securities sold under agreements to repurchase	137,340		155,610		(18,270)		(11.7)	%



Subordinated notes, net of unamortized issuance costs	227,967		227,723		244		0.1	%
Junior subordinated debt owed to unconsolidated trusts	77,117		74,815		2,302		3.1	%
Total liabilities	17,284,646		10,663,453		6,621,193		62.1	%

Stockholders’ equity	2,179,606		1,383,269		796,337		57.6	%

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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. CrossFirst Bank’s policies are similar in nature to Busey Bank’s policies, and Busey is in the process of migrating the CrossFirst Bank portfolio to Busey Bank’s policies. While not specifically limited, Busey attempts to focus its lending on short to intermediate-term loans (0-10 years) in geographic areas within 125 miles of its lending offices. Loans originated outside of these areas are generally to existing customers of Busey Bank. 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.

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. A description of each of the five primary areas can be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Portfolio Loans” of Busey’s 2024 Annual Report.

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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:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024		Change		% Change
Commercial loans
C&I and other commercial	$	4,513,543	$	1,904,515	$	2,609,028	137.0	%
CRE	5,573,766		3,269,564		2,304,202		70.5	%
Real estate construction	1,051,179		378,209		672,970		177.9	%
Total commercial loans	11,138,488		5,552,288		5,586,200		100.6	%
Retail loans
Retail real estate	2,245,705		1,696,457		549,248		32.4	%
Retail other	484,164		448,342		35,822		8.0	%
Total retail loans	2,729,869		2,144,799		585,070		27.3	%
Total portfolio loans	13,868,357		7,697,087		6,171,270		80.2	%
ACL	(195,210)		(83,404)		(111,806)		134.1	%
Portfolio loans, net of ACL	$	13,673,147	$	7,613,683	$	6,059,464	79.6	%

Total portfolio loans totaled $13.87 billion at March 31, 2025, compared to $7.70 billion at December 31, 2024. Busey Bank’s portfolio loans grew by $133.6 million during the first quarter of 2025, with growth centered in the commercial category. In addition, as of March 31, 2025, CrossFirst Bank added $6.04 billion in loans to Busey’s loan portfolio. As has been Busey’s practice, the Company remains steadfast in its conservative approach to underwriting and disciplined approach to pricing, particularly given Busey’s outlook for the economy in the coming quarters.

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.


	As of
	March 31, 2025		December 31, 2024
Commercial loans
C&I and other commercial	32.5	%	24.8	%
CRE	40.2	%	42.5	%
Real estate construction	7.6	%	4.9	%
Total commercial loans	80.3	%	72.2	%
Retail loans
Retail real estate	16.2	%	22.0	%
Retail other	3.5	%	5.8	%
Total retail loans	19.7	%	27.8	%
Total portfolio loans	100.0	%	100.0	%

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Busey Bank’s loan origination occurs in the Illinois and Missouri markets, with the remainder in the Florida and Indiana markets. CrossFirst Bank’s loan origination occurs across seven states and includes several verticals. The geographic distribution of Busey Bank loans originated in each of these markets is presented in the tables below, along with CrossFirst totals in each category:


	As of March 31, 2025
(dollars in thousands)	Illinois		Missouri		Florida		Indiana		CrossFirst1		Total
Commercial loans
C&I and other commercial	$	1,620,858	$	276,593	$	58,940	$	98,018	2,459,134		$	4,513,543
CRE	2,236,810		544,190		242,105		187,593		2,363,068		5,573,766
Real estate construction	271,390		44,350		27,149		79,032		629,258		1,051,179
Total commercial loans	4,129,058		865,133		328,194		364,643		5,451,460		11,138,488
Retail loans
Retail real estate	1,267,835		203,722		128,455		81,651		564,042		2,245,705
Retail other	459,295		1,533		566		609		22,161		484,164
Total retail loans	1,727,130		205,255		129,021		82,260		586,203		2,729,869
Total portfolio loans	$	5,856,188	$	1,070,388	$	457,215	$	446,903	$	6,037,663	13,868,357
ACL											(195,210)
Portfolio loans, net of ACL											$	13,673,147

___________________________________________

1.Due to the timing of the acquisition, CrossFirst data is shown in total. Busey will review and enhance future disclosures starting in the second quarter of 2025 after the banks have merged.


	As of December 31, 2024
(dollars in thousands)	Illinois		Missouri		Florida		Indiana		Total
Commercial loans
C&I and other commercial	$	1,493,670	$	276,140	$	58,277	$	76,428	$	1,904,515
CRE	2,285,915		560,337		245,918		177,394		3,269,564
Real estate construction	232,898		40,816		30,826		73,669		378,209
Total commercial loans	4,012,483		877,293		335,021		327,491		5,552,288
Retail loans
Retail real estate	1,275,834		211,878		128,352		80,393		1,696,457
Retail other	443,164		3,731		683		764		448,342
Total retail loans	1,718,998		215,609		129,035		81,157		2,144,799
Total portfolio loans	$	5,731,481	$	1,092,902	$	464,056	$	408,648	7,697,087
ACL									(83,404)
Portfolio loans, net of ACL									$	7,613,683

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CRE loans made up 40.2% of Busey’s total loan portfolio as of March 31, 2025, and were 21.8% owner occupied. 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.


	As of March 31, 2025
	CRE Loans			Owned By					% of CRE Loans That Are Owner Occupied
(dollars in thousands)			Investor			Occupant
Industry
Industrial/Warehouse	$	1,336,299		$	889,654		$	446,645	33.4	%
Apartments	942,806			942,806			—		—	%
Retail	862,983			746,025			116,958		13.6	%
Traditional Office	689,888			490,948			198,940		28.8	%
Land, Acquisition, and Development	661,773			657,238			4,535		0.7	%
Specialty	479,967			174,718			305,249		63.6	%
Hotel	376,516			375,929			587		0.2	%
Medical Office	235,541			161,225			74,316		31.6	%
Student Housing	232,099			232,099			—		—	%
Senior Housing	230,423			179,237			51,186		22.2	%
1-4 Family	207,717			172,147			35,570		17.1	%
Restaurant	154,820			29,747			125,073		80.8	%
Nursing Homes	112,871			111,240			1,631		1.4	%
Health Care	22,267			20,000			2,267		10.2	%
Other	119,676			30,131			89,545		74.8	%
Total	$	6,665,646		$	5,213,144		$	1,452,502	21.8	%

Allowance and Provision for Credit Losses

The ACL is a significant estimate on Busey’s unaudited 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 expense charged to income. Provision expenses (releases) were recorded as follows for each of the years indicated:


	Three Months Ended March 31,
(dollars in thousands)		2025		2024
Provision for credit losses		$	42,452	$	5,038

The 2025 provision for credit losses includes $42.4 million provision expense recorded to establish an initial ACL for non-PCD loans immediately following the close of the CrossFirst acquisition in accordance with ASC 326-20-30-15. The remaining first quarter 2025 provision between Busey Bank and CrossFirst Bank was immaterial.

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The ACL and the ratio of ACL to portfolio loan balances is presented below by lending activity:


	As of March 31, 2025						As of December 31, 2024
(dollars in thousands)	Portfolio Loans		ACL		Ratio of ACL to Portfolio Loans		Portfolio Loans		ACL		Ratio of ACL to Portfolio Loans
Commercial
C&I and other commercial	$	4,513,543	$	89,304	1.98	%	$	1,904,515	$	21,589	1.13	%
CRE	5,573,766		68,478		1.23	%	3,269,564		32,301		0.99	%
Real estate construction	1,051,179		8,689		0.83	%	378,209		3,345		0.88	%
Total commercial	11,138,488		166,471		1.49	%	5,552,288		57,235		1.03	%
Retail
Retail real estate	2,245,705		26,399		1.18	%	1,696,457		23,711		1.40	%
Retail other	484,164		2,340		0.48	%	448,342		2,458		0.55	%
Total retail	2,729,869		28,739		1.05	%	2,144,799		26,169		1.22	%
Total	$	13,868,357	$	195,210	1.41	%	$	7,697,087	$	83,404	1.08	%

As of March 31, 2025, management believed the level of the ACL to be appropriate based upon the information available. However, additional losses may be identified in the loan portfolio as new information is obtained. The ongoing impacts of CECL will be dependent upon 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.

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The following table sets forth information concerning non-performing loans and performing restructured loans, as of each of the dates indicated:


	As of
(dollars in thousands)	March 31, 2025			December 31, 2024			Change		% Change
Portfolio loans	$	13,868,357		$	7,697,087		$	6,171,270	80.2	%
Loans 30 – 89 days past due	18,554			8,124			10,430		128.4	%
Total assets	19,464,252			12,046,722			7,417,530		61.6	%

Non-performing assets
Non-performing loans:
Non-accrual loans	$	48,647		$	22,088		$	26,559	120.2	%
Loans 90+ days past due and still accruing	6,077			1,149			4,928		428.9	%
Total non-performing loans	54,724			23,237			31,487		135.5	%
OREO and other repossessed assets	4,757			63			4,694		7450.8	%
Total non-performing assets	59,481			23,300			36,181		155.3	%
Substandard (excludes 90+ days past due)	131,078			62,023			69,055		111.3	%
Classified assets	$	190,559		$	85,323		$	105,236	123.3	%

ACL	$	195,210		$	83,404		$	111,806	134.1	%
Bank Tier 1 Capital	2,073,221			1,438,296			634,925		44.1	%

Ratios
ACL to portfolio loans	1.41		%	1.08		%	33 bps
ACL to non-accrual loans	4.01 x			3.78 x			2,300 bps
ACL to non-performing loans	3.57 x			3.59 x			(200) bps
ACL to non-performing assets	3.28 x			3.58 x			(3,000) bps
Non-accrual loans to portfolio loans	0.35		%	0.29		%	6 bps
Non-performing loans to portfolio loans	0.39		%	0.30		%	9 bps
Non-performing assets to total assets	0.31		%	0.19		%	12 bps
Non-performing assets to portfolio loans and OREO and other repossessed assets	0.43		%	0.30		%	13 bps
Classified assets to Bank Tier 1 Capital and ACL	8.40		%	5.61		%	279 bps

Largely in connection with the CrossFirst acquisition, Busey’s total assets grew by 61.6% to $19.46 billion as of March 31, 2025, compared to $12.05 billion as of December 31, 2024. Busey’s loan portfolio grew by 80.2% to $13.87 billion as of March 31, 2025, compared to $7.70 billion as of December 31, 2024.

Asset quality remains strong by both Busey’s historical and current industry trends, and Busey’s operating mandate and focus remain on emphasizing credit quality over asset growth.

Non-performing loan balances increased to $54.7 million as of March 31, 2025, compared to $23.2 million as of December 31, 2024. Busey Bank’s non-performing loans were $6.8 million, a decrease of $16.4 million compared to December 31, 2024. CrossFirst Bank’s non-performing loans were $47.9 million as of March 31, 2025. Non-performing loans represented 0.39% of portfolio loans as of March 31, 2025, compared to 0.30% as of December 31, 2024. Busey’s allowance for credit losses provided coverage of 3.57 times non-performing loans at March 31, 2025, compared to 3.59 times at December 31, 2024.

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Non-performing assets, which includes non-performing loans, OREO, and other repossessed assets, increased to $59.5 million as of March 31, 2025, compared to $23.3 million as of December 31, 2024. Busey Bank’s non-performing assets were $7.1 million, a decrease of $16.2 million compared to December 31, 2024. CrossFirst Bank’s non-performing assets were $52.4 million as of March 31, 2025. Non-performing assets represented 0.31% of total assets as of March 31, 2025, compared to 0.19% as of December 31, 2024. Busey’s allowance for credit losses provided coverage of 3.28 times non-performing assets at March 31, 2025, compared to 3.58 times at December 31, 2024.

Classified assets, which includes non-performing assets and substandard loans, increased to $190.6 million as of March 31, 2025, compared to $85.3 million as of December 31, 2024. Busey Bank’s classified assets were $81.3 million, a decrease of $4.0 million compared to December 31, 2024. CrossFirst Bank’s classified assets were $109.3 million as of March 31, 2025. Classified assets represented 8.40% of the Bank’s Tier 1 capital and ACL at March 31, 2025, compared to 5.61% at December 31, 2024.

Net charge-offs totaled $31.4 million for the three months ended March 31, 2025, compared to $5.2 million for the comparable period in 2024. Net charge-offs include $29.6 million related to PCD loans acquired from CrossFirst Bank, which were fully reserved at acquisition and did not require recording additional provision expense.

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 which 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 $131.1 million as of March 31, 2025, compared to $62.0 million 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 March 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

Total deposits increased by 64.9% to $16.46 billion as of March 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 deposit3 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 90.3% of total deposits as of March 31, 2025, compared to 96.5% as of December 31, 2024.

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 $6.50 billion, or 39.5% of total deposits, as of March 31, 2025, compared to $3.78 billion, or 37.9% of total deposits, as of December 31, 2024. 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 $5.26 billion, or 32.0% of total deposits, as of March 31, 2025, compared to $2.96 billion, or 29.6% of total deposits, as of December 31, 2024.

3 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 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.

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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.

Average liquid assets are summarized in the table below:


	Three Months Ended March 31,
(dollars in thousands)		2025			2024
Average liquid assets
Cash and due from banks		$	172,788		$	105,583
Interest-bearing bank deposits		688,233			488,610

Less: Restricted and pledged cash and bank deposits		(70,777)			$	(34,210)
Total average liquid assets		$	790,244		$	559,983

Average liquid assets as a percent of average total assets		5.3		%	4.7		%

Unencumbered cash and securities on Busey’s Consolidated Balance Sheets (Unaudited) are summarized as follows:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Unencumbered cash and securities
Total cash and cash equivalents	$	1,200,292	$	697,659
Restricted and pledged cash and bank deposits	(78,610)		(65,830)
Debt securities available for sale	2,273,874		1,810,221
Debt securities available for sale pledged as collateral	(539,243)		(653,454)
Cash and unencumbered securities	$	2,856,313	$	1,788,596

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:


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Additional available borrowing capacity
FHLB	$	2,069,437	$	1,679,463
Federal Reserve Bank	1,500,502		664,083
Federal funds purchased	577,500		477,500
Revolving credit facility	40,000		40,000
Additional borrowing capacity	$	4,187,439	$	2,861,046

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

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As of March 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.

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.

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


	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Outstanding loan commitments and standby letters of credit	$	4,476,594	$	2,548,178
Reserve for unfunded commitments	9,108		5,967

The following table summarizes Busey’s provision for unfunded commitments expenses (releases):


		Three Months Ended March 31,
(dollars in thousands)	Location		2025		2024
Provision for unfunded commitments expense (release)1	Other noninterest expense		$	3,141	$	(678)

___________________________________________

1.During the three months ended March 31, 2025, an initial reserve for unfunded commitments of $3.1 million was established 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.

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 its subsidiary banks as of March 31, 2025:


	Minimum Capital Requirements with Capital Buffer		As of March 31, 2025
			First Busey		Busey Bank		CrossFirst Bank
Common Equity Tier 1 Capital to Risk Weighted Assets	7.00	%	12.00	%	16.21	%	9.60	%
Tier 1 Capital to Risk Weighted Assets	8.50	%	12.05	%	16.21	%	9.60	%
Total Capital to Risk Weighted Assets	10.50	%	14.88	%	17.21	%	10.27	%
Leverage Ratio of Tier 1 Capital to Average Assets	6.50	%	12.95	%	12.08	%	8.78	%

For further discussion of capital resources and requirements, see “Note 8: Regulatory Capital.”

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NON-GAAP FINANCIAL INFORMATION

This Quarterly 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 noninterest 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 statutory rates, 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.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


Pre-Provision Net Revenue and Related Measures

		Three Months Ended March 31,
(dollars in thousands)			2025			2024
Net interest income (GAAP)			$	103,731		$	75,854
Total noninterest income (GAAP)			21,223			34,913
Net security (gains) losses (GAAP)			15,768			6,375
Total noninterest expense (GAAP)			(115,171)			(70,769)
Pre-provision net revenue (Non-GAAP)	[a]		25,551			46,373
Acquisition and restructuring expenses			26,026			408
Provision for unfunded commitments			3,141			(678)

Realized (gain) loss on the sale of mortgage service rights			—			(7,465)
Adjusted pre-provision net revenue (Non-GAAP)	[b]		$	54,718		$	38,638

Average total assets	[c]		14,831,298			12,024,208

Pre-provision net revenue to average total assets (Non-GAAP)1	[a÷c]		0.70		%	1.55		%
Adjusted pre-provision net revenue to average total assets (Non-GAAP)1	[b÷c]		1.50		%	1.29		%

___________________________________________

1.Annualized measure.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


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

		Three Months Ended March 31,
(dollars in thousands, except per share amounts)			2025			2024
Net income (loss) (GAAP)	[a]		$	(29,990)		$	26,225
Day 2 provision for credit losses1			42,433			—
Day 2 provision for unfunded commitments2			3,139			—
Other acquisition expenses			26,026			285
Restructuring expenses			—			123
Net securities (gains) losses			15,768			6,375
Realized net (gains) losses on the sale of mortgage servicing rights			—			(7,465)
Related tax (benefit) expense3			(22,069)			170
Non-recurring deferred tax valuation adjustment4			4,591			—
Adjusted net income (Non-GAAP)5	[b]		$	39,898		$	25,713

Weighted average number of common shares outstanding, diluted (GAAP)	[c]		68,517,647			56,406,500
Diluted earnings (loss) per common share (GAAP)	[a÷c]		$	(0.44)		$	0.46

Weighted average number of common shares outstanding, diluted (Non-GAAP)6	[d]		69,502,717			56,406,500
Adjusted diluted earnings per common share (Non-GAAP)5, 6	[b÷d]		$	0.57		$	0.46

Average total assets	[e]		14,831,298			12,024,208
Return on average assets (Non-GAAP)7	[a÷e]		(0.82)		%	0.88		%
Adjusted return on average assets (Non-GAAP)5, 7	[b÷e]		1.09		%	0.86		%

Average common equity			$	1,932,407		$	1,275,724
Average goodwill and other intangible assets, net			(411,020)			(353,014)
Average tangible common equity (Non-GAAP)	[f]		$	1,521,387		$	922,710

Return on average tangible common equity (Non-GAAP)7	[a÷f]		(7.99)		%	11.43		%
Adjusted return on average tangible common equity (Non-GAAP)5, 7	[b÷f]		10.64		%	11.21		%

___________________________________________

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

2.The Day 2 provision for unfunded commitments was recorded in connection with the CrossFirst acquisition and is reflected within the other noninterest expense line, as a component of total noninterest expense, on the Statement of Income.

3.Tax benefits were calculated using tax rates of 25.3% and 24.9% for the three months ended March 31, 2025, and March 31, 2024, respectively.

4.The deferred tax valuation adjustment was recorded in connection with the CrossFirst acquisition and relates to the expansion of Busey’s footprint into new states. The deferred tax valuation adjustment is reflected within the income taxes line on the Statement 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 non-recurring deferred tax valuation adjustments.

6.Dilution includes shares that would have been dilutive if there had been net income during the period.

7.Annualized measure.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


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

		Three Months Ended March 31,
(dollars in thousands)			2025			2024
Net interest income (GAAP)			$	103,731		$	75,854
Tax-equivalent adjustment1			537			449
Tax-equivalent net interest income (Non-GAAP)	[a]		104,268			76,303
Purchase accounting accretion related to business combinations			(2,728)			(204)
Adjusted net interest income (Non-GAAP)	[b]		$	101,540		$	76,099

Average interest-earning assets (Non-GAAP)	[c]		13,363,594			11,005,903

Net interest margin (Non-GAAP)2	[a÷c]		3.16		%	2.79		%
Adjusted net interest margin (Non-GAAP)2	[b÷c]		3.08		%	2.78		%

___________________________________________

1.Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21.0%, applied to non-taxable interest income on investments and loans.

2.Annualized measure.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Efficiency Ratios, and Adjusted Noninterest Expense to Average Assets

		Three Months Ended March 31,
(dollars in thousands)			2025			2024
Net interest income (GAAP)	[a]		$	103,731		$	75,854
Tax-equivalent adjustment1			537			449
Tax-equivalent net interest income (Non-GAAP)	[b]		$	104,268		$	76,303

Total noninterest income (GAAP)			$	21,223		$	34,913
Net security (gains) losses			15,768			6,375
Noninterest income excluding net securities gains and losses (Non-GAAP)	[c]		36,991			41,288
Realized net (gains) losses on the sale of mortgage servicing rights			—			(7,465)
Adjusted noninterest income (Non-GAAP)	[d]		$	36,991		$	33,823

Tax-equivalent revenue (Non-GAAP)	[e = b+c]		$	141,259		$	117,591
Adjusted tax-equivalent revenue (Non-GAAP)	[f = b+d]		141,259			110,126
Operating revenue (Non-GAAP)	[g = a+d]		140,722			109,677

Adjusted noninterest income to operating revenue (Non-GAAP)	[d÷g]		26.29		%	30.84		%

Total noninterest expense (GAAP)			$	115,171		$	70,769
Amortization of intangible assets			(3,083)			(2,409)
Noninterest expense excluding amortization of intangible assets (Non-GAAP)	[h]		112,088			68,360
Acquisition and restructuring expenses			(26,026)			(408)
Provision for unfunded commitments2			(3,141)			678

Adjusted noninterest expense (Non-GAAP)3	[i]		$	82,921		$	68,630

Efficiency ratio (Non-GAAP)	[h÷e]		79.35		%	58.13		%
Adjusted efficiency ratio (Non-GAAP)3	[i÷f]		58.70		%	62.32		%

Average total assets	[j]		14,831,298			12,024,208
Adjusted noninterest expense to average assets (Non-GAAP)4	[i÷j]		2.27		%	2.30		%

___________________________________________

1.Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21.0%, applied to non-taxable interest income on investments and loans.

2.For the three months ended March 31, 2025, the provision for unfunded commitments included Day 2 provision expense of $3.139 million recorded in connection with the CrossFirst acquisition.

3.Beginning in 2025, Busey revised its calculation of adjusted noninterest expense and the adjusted efficiency ratio for all periods presented to include, as applicable, adjustments for the provision for unfunded commitments. In 2024, these adjustments were previously presented as adjustments for adjusted core expense and the adjusted core efficiency ratio.

4.Annualized measure.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


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

		As of
(dollars in thousands, except per share amounts)		March 31, 2025			December 31, 2024
Total assets (GAAP)		$	19,464,252		$	12,046,722
Goodwill and other intangible assets, net		(496,118)			(365,975)
Tangible assets (Non-GAAP)1	[a]	$	18,968,134		$	11,680,747

Total stockholders' equity (GAAP)		$	2,179,606		$	1,383,269
Preferred stock and additional paid in capital on preferred stock		(7,750)			—
Common equity	[b]	2,171,856			1,383,269
Goodwill and other intangible assets, net		(496,118)			(365,975)
Tangible common equity (Non-GAAP)1	[c]	$	1,675,738		$	1,017,294

Tangible common equity to tangible assets (Non-GAAP)1	[c÷a]	8.83		%	8.71		%

Ending number of common shares outstanding (GAAP)	[d]	90,008,178			56,895,981
Book value per common share (Non-GAAP)	[b÷d]	$	24.13		$	24.31
Tangible book value per common share (Non-GAAP)	[c÷d]	$	18.62		$	17.88

___________________________________________

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

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)


Core Deposits and Related Ratio

		As of
		March 31, 2025			December 31, 2024
Total deposits (GAAP)	[a]	$	16,459,470		$	9,982,490
Brokered deposits, excluding brokered time deposits of $250,000 or more		(722,224)			(13,090)
Time deposits of $250,000 or more		(867,035)			(334,503)

Core deposits (Non-GAAP)	[b]	$	14,870,211		$	9,634,897

Core deposits to total deposits (Non-GAAP)	[b÷a]	90.34		%	96.52		%

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FORWARD-LOOKING STATEMENTS

This Quarterly Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations, and assumptions of Busey’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures, the threat or implementation of tariffs, trade wars, and changes to immigration policy); (2) changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey's general business); (3) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (4) unexpected results of acquisitions, including the acquisition of CrossFirst, which may include the failure to realize the anticipated benefits of the acquisitions and the possibility that the transaction and integration costs may be greater than anticipated; (5) the imposition of tariffs or other governmental policies impacting the value of products produced by Busey's commercial borrowers; (6) new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board; (7) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (8) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (9) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (10) the loss of key executives or associates, talent shortages, and employee turnover; (11) unexpected outcomes and costs of existing or new litigation, investigations, or other legal proceedings, inquiries, and regulatory actions involving Busey (including with respect to Busey’s Illinois franchise taxes); (12) fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates; (13) credit risk and risk from concentrations (by type of borrower, geographic area, collateral, and industry), within Busey's loan portfolio and large loans to certain borrowers (including commercial real estate loans); (14) the concentration of large deposits from certain clients who have balances above current Federal Deposit Insurance Corporation insurance limits and may withdraw deposits to diversify their exposure; (15) the level of non-performing assets on Busey’s balance sheets; (16) interruptions involving information technology and communications systems or third-party servicers; (17) breaches or failures of information security controls or cybersecurity-related incidents; (18) the economic impact on Busey and its customers of climate change, natural disasters, and exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts; (19) the ability to successfully manage liquidity risk, which may increase dependence on non-core funding sources such as brokered deposits, and may negatively impact Busey's cost of funds; (20) the ability to maintain an adequate level of allowance for credit losses on loans; (21) the effectiveness of Busey’s risk management framework; and (22) the ability of Busey to manage the risks associated with the foregoing. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Additional information concerning Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission including Busey’s 2024 Annual Report.

CRITICAL ACCOUNTING ESTIMATES

Busey has established various accounting policies that govern the application of GAAP in the preparation of its unaudited consolidated financial statements. Significant accounting policies are described in “Note 1. Significant Accounting Policies” of Busey’s 2024 Annual Report.

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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.

Goodwill

Goodwill represents the excess of 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 judgement 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 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 unaudited 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 (Unaudited). Estimated income tax expense is reported on the Consolidated Statements of Income (Unaudited).

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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 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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 (Unaudited) to optimize stability in net interest income in consideration of projected future changes in interest rates.

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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, +/-200, +/-300, and +/-400 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:


	Year-One: Basis Point Changes				Year-Two: Basis Point Changes
	March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024
+400	7.47	%	8.50	%	10.57	%	10.85	%
+300	5.51	%	6.26	%	7.84	%	8.01	%
+200	3.58	%	4.05	%	5.16	%	5.24	%
+100	1.77	%	1.96	%	2.58	%	2.59	%
-100	(1.70)	%	(1.81)	%	(3.20)	%	(3.35)	%
-200	(2.92)	%	(3.39)	%	(6.24)	%	(6.65)	%
-300	(3.26)	%	(4.03)	%	(8.74)	%	(9.47)	%
-400	(3.87)	%	(4.41)	%	(10.87)	%	(12.43)	%

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.

ITEM 4. CONTROLS AND PROCEDURES

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 March 31, 2025, under the supervision and with the participation of its Chief Executive Officer, Interim Chief Financial Officer, and several other members of senior management. Based on this evaluation, Busey’s Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 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 March 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.

PART II—OTHER INFORMATION

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ITEM 1. LEGAL PROCEEDINGS

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.

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.

ITEM 1A. RISK FACTORS

There have been no material changes to the factors discussed in Part II—Item 1A of Busey’s 2024 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

STOCK REPURCHASE PLAN

On February 3, 2015, Busey’s board of directors authorized the Company to repurchase up to an aggregate of 666,667 shares of its common stock. The repurchase plan has no expiration date, and has been amended to increase the number of shares available for repurchase as follows:

•On May 22, 2019, Busey’s board of directors approved an amendment to increase the authorized shares under the repurchase plan by 1,000,000 shares.

•On February 5, 2020, Busey’s board of directors approved an amendment to increase the authorized shares under the repurchase plan by an additional 2,000,000 shares.

•On May 24, 2023, Busey’s board of directors approved an amendment to increase the authorized shares under the repurchase plan by an additional 2,000,000 shares.

During the first quarter of 2025, Busey purchased 220,000 shares under the repurchase plan. As of March 31, 2025, the Company had 1,699,275 shares that may still be purchased under the plan.


Period	Total Number of Common Shares Purchased	Weighted Average Price Paid per Common Share		Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Common Shares That May Yet Be Purchased Under the Plans or Programs
January 1-31, 2025	—	$	—	—	1,919,275
February 1-28, 2025	—	—		—	1,919,275
March 1-31, 2025	220,000	21.98		220,000	1,699,275











Three Months ended March 31, 2025	220,000	$	21.98	220,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended March 31, 2025, none of Busey’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Busey securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

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ITEM 6. EXHIBITS

Incorporated herein by reference

Exhibit
Number

Description of Exhibit

Filing Entity1
(File No.)

Form

Exhibit

Filing Date

Filed
Herewith

4.1

Description of First Busey Corporation’s Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934

4.2

Certificate of Designation of Series A Non-Cumulative Perpetual Preferred Stock of First Busey Corporation

BUSE

(000-15950)

8-K

3.6

03/03/2025

10.1†

Amendment to Employment Agreement, dated March 4, 2025, by and between First Busey Corporation and Amy L. Randolph

10.2†

Form of Retention Agreement, dated March 1, 2025

10.3†

Separation Agreement between First Busey Corporation and Jeffrey D. Jones, dated February 18, 2025

BUSE
(000-15950)

8-K

10.1

02/21/2025

31.1

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)

31.2

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Executive Officer

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Financial Officer

101.INS

iXBRL Instance Document

101.SCH

iXBRL Taxonomy Extension Schema

101.CAL

iXBRL Taxonomy Extension Calculation Linkbase

101.LAB

iXBRL Taxonomy Extension Label Linkbase

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Incorporated herein by reference

Exhibit
Number

Description of Exhibit

Filing Entity1
(File No.)

Form

Exhibit

Filing Date

Filed
Herewith

101.PRE

iXBRL Taxonomy Extension Presentation Linkbase

101.DEF

iXBRL Taxonomy Extension Definition Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

†Management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of May 9, 2025.


			FIRST BUSEY CORPORATION (Registrant)

			By:			/s/ VAN A. DUKEMAN
						Van A. Dukeman
						Chairman and Chief Executive Officer (Principal Executive Officer)

			By:			/s/ SCOTT A. PHILLIPS
						Scott A. Phillips
						Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer (Principal Financial Officer, Principal Accounting Officer)

First Busey Corporation (BUSE) | 102

First Busey - 10-Q quarterly report FY2025 Q1

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