DEF 14A of First Busey Corp /NV/, Apr 9, 2026

DEF 14A of First Busey Corp /NV/

Filed Apr 9, 2026 · FY20250000314489-26-000018

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The board of directors, upon the recommendation of the Nominating Committee, has nominated our 12 current directors named below for election as directors at the 2026 Annual Meeting for a term expiring at the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and are qualified. In connection with First Busey’s transformational acquisition by merger (the “Merger”) of CrossFirst Bankshares, Inc. (“CrossFirst”) and pursuant to the terms of that certain Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey and CrossFirst (the “Merger Agreement”), First Busey’s bylaws were amended (the “Bylaw Amendment”) to provide that for a period of three years following the closing of the Merger (the “Specified Period”), the board of directors would be comprised of 13 directors, eight of whom would be legacy First Busey or Busey Bank directors (the “Legacy Busey Directors”) and five of whom would be legacy CrossFirst directors (the “Legacy CrossFirst Directors”). The foregoing, however, did not apply to Michael J. Maddox - if Mr. Maddox left the board of directors, he would not be considered a Legacy CrossFirst Director and there would only be four Legacy CrossFirst Directors. Following Mr. Maddox’s separation from First Busey and resignation from the board of directors, as described in more detail under the heading “NEO Departures-January 2026 Departure of Michael J. Maddox” below, the number of directors comprising the board of directors was therefore decreased from 13 to 12 members. It is intended that the proxies received in response to this solicitation will be voted for the election of the 12 persons so nominated, unless otherwise specified. If, for any reason, any nominee becomes unavailable for election or declines to serve, persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the board of directors. No circumstances are presently known which would render a nominee named herein unavailable. Set forth below under “Nominees” is certain biographical information concerning each nominee for director, including principal occupation and age. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years.

  2. Required Stockholder Vote For Election Of Directors

    Required Stockholder Vote For Election Of Directors Subject to First Busey’s majority voting policy discussed on page 7, directors are elected by a plurality and the 12 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey.

  3. Board Recommendation

    Board Recommendation The board of directors recommends that you vote “FOR” each of the nominees listed in the “Nominees” table below.

  4. Nominees

    Nominees

  5. Nominees

    | Name (Age) | Tenure | Positions with First Busey and Principal Occupation for the Past Five Years | | Stanley J. Bradshaw (68) | Director Since: 2016 | Mr. Bradshaw is the Principal of Bradshaw Capital Management, LLC, an asset management and advisory firm serving institutional investors and eleemosynary organizations in Pinehurst, North Carolina. He served as Chairman of the Board of Pulaski Financial Corp. from 2006 until its merger with First Busey in 2016. Mr. Bradshaw has also been a director of Triad Business Bank based in Greensboro, North Carolina since February 2020. We have determined that Mr. Bradshaw is “independent” under the rules of Nasdaq. |

  6. Nominees

    | Name (Age) | Tenure | Positions with First Busey and Principal Occupation for the Past Five Years | | Rodney K. Brenneman (61) | First Busey: 2025 CrossFirst: 2012 | Mr. Brenneman was appointed as First Busey’s Lead Independent Director effective March 1, 2025. He has served as a long-time board member, independent business consultant and advisor for numerous companies, including serving on the board of directors of CrossFirst from 2012 until the Merger. From 2011 until August 2014, Mr. Brenneman served as the President and Chief Executive Officer of Butterball LLC, a joint venture of Seaboard Corporation and Maxwell Foods, LLC. Prior to this role, Mr. Brenneman served in various financial and management capacities at Seaboard Corporation (NYSE: SEB). Currently, he also serves on the boards of directors of Clemens Family Corporation, Great Lakes Cheese Co., Inc., P&P Optica Inc., Flovision, and Lifesong for Orphans, Inc. We have determined that Mr. Brenneman is “independent” under the rules of Nasdaq. | | Steven W. Caple (60) | First Busey: 2025 CrossFirst: 2018 | Mr. Caple is the Chief Executive Officer of Unity Hunt, Inc. (“UHI”), the company through which the family of Lamar Hunt oversees its holdings. Additionally, he serves in various roles for many of the Hunt family’s trusts and portfolio companies, including as board member of the Kansas City Chiefs Football Club, Inc., and FC Dallas Soccer, LLC, and as Chairman of Hunt Midwest Enterprises, Inc. and Hunt Southwest Real Estate, LLC. Mr. Caple is also the co-owner of TRL Management, LLC, Farmersville Holdings, LLC and Hickory Creek Real Estate, LLC. Prior to joining UHI, Mr. Caple served as President of VFT Capital, LP. Mr. Caple served as a director of CrossFirst from 2018 until the Merger. We have determined that Mr. Caple is “independent” under the rules of Nasdaq. | | Michael D. Cassens (52) | Director Since: 2019 | Mr. Cassens is an Associate Professor in the School of Visual and Media Arts at the University of Montana, having taught Computer Science and Game Development for over 20 years. He has also worked for over 20 years as an independent software developer for companies such as Microsoft and Intel along with a variety of small to medium-sized businesses. Mr. Cassens served as a director of TheBANK of Edwardsville and The Banc Ed Corp. from 2003 until The Banc Ed Corp.’s merger with First Busey in 2019. Mr. Cassens also serves as a director of FirsTech, Inc. (“FirsTech”), Busey Bank’s payment processing subsidiary. We have determined that Mr. Cassens is “independent” under the rules of Nasdaq. | | Van A. Dukeman (67) | Director Since: 2007 | Mr. Dukeman has over 40 years of banking experience. Mr. Dukeman is Chairman, President and Chief Executive Officer of First Busey, as well as Chairman and Chief Executive Officer of Busey Bank. Additionally, he serves as a director of FirsTech. |

  7. Nominees

    | Name (Age) | Tenure | Positions with First Busey and Principal Occupation for the Past Five Years | | Jennifer M. Grigsby (57) | First Busey: 2025 CrossFirst: 2013 | Ms. Grigsby has over 30 years of senior management experience in accounting, treasury, risk management, corporate governance and corporate finance, primarily in the oil and gas exploration and production industry. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma from March 2021 through November 2022. Ms. Grigsby served as a director of CrossFirst from 2013 until the Merger. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Currently, she also serves on the board of directors of Superior Plus Corp. (TSX: SPB). We have determined that Ms. Grigsby is “independent” under the rules of Nasdaq. | | Karen M. Jensen (66) | Director Since: 2019 | Ms. Jensen is a registered professional engineer and serves as President and Chief Executive Officer of Farnsworth Group, Inc., a national full-service engineering, architecture and survey firm. Ms. Jensen served as a director of Busey Bank from March 2018 until her appointment to the First Busey board in September 2019, and as a director of South Side Trust & Savings Bank from June 2011 until its merger with Busey Bank in March 2018. We have determined that Ms. Jensen is “independent” under the rules of Nasdaq. | | Frederic L. Kenney (67) | Director Since: 2018 | Mr. Kenney is an attorney and director of Christy-Foltz, Inc., and Foltz, Inc. Mr. Kenney served as an Associate General Counsel for Archer Daniels Midland (“ADM”) in Decatur, Illinois, from 2001 to December 2018. Until his appointment to the First Busey board in 2018, Mr. Kenney served as a director of Busey Bank or its predecessors since 1995. We have determined that Mr. Kenney is “independent” under the rules of Nasdaq. | | Stephen V. King (64) | Director Since: 2013 | Mr. King is a founding partner of Prairie Capital, L.P., a private equity firm, and managing member of Daniels & King Ventures, LLC. Mr. King also serves on the boards of directors of several of Prairie Capital’s portfolio companies and several other privately held companies across a variety of industries. We have determined that Mr. King is “independent” under the rules of Nasdaq. | | Kevin S. Rauckman (63) | First Busey: 2025 CrossFirst: 2016 | Mr. Rauckman is the owner of, and financial consultant for, Rauckman Advisors, LLC, where he has worked since November 2017. He served as a member of the CrossFirst board from 2016 until the Merger. Mr. Rauckman is the former Chief Financial Officer and Treasurer of Garmin Ltd. (NYSE: GRMN), a role he held from 1999 until 2014. Following his tenure at Garmin, Mr. Rauckman served as a financial advisor for MoBank (formerly Bank of Kansas City), a subsidiary of BOK Financial Corporation, from February 2015 through May 2016. Mr. Rauckman serves as a board member, compensation/talent committee member, nomination/governance committee member and the audit committee chairman of JE Dunn Construction Group, and as a board member, audit committee member, human resources/compensation committee member and nomination/governance committee member of MGP Ingredients, Inc. (Nasdaq: MGPI). We have determined that Mr. Rauckman is “independent” under the rules of Nasdaq. |

  8. Nominees

    | Name (Age) | Tenure | Positions with First Busey and Principal Occupation for the Past Five Years | | Scott A. Wehrli (57) | First Busey: 2025 Busey Bank: 2017 | Mr. Wehrli is Chairman and Principal of DuKane Precast Incorporated, a producer of pre-stressed, precast concrete wall panels, columns, beams and parking deck components with plant facilities in Naperville, Aurora and Plainfield, Illinois. He has also served as the mayor of Naperville, Illinois since 2023. Prior to its merger with First Busey in 2017, he served as a member of the First Community Financial Partners, Inc. Board of Directors and on its capital, strategic, leadership and compensation committees. After the merger of First Community Financial Bank with Busey Bank in 2017, he was elected to the Busey Bank Board of Directors and became a member of the First Busey board of directors in 2025. We have determined that Mr. Wehrli is “independent” under the rules of Nasdaq. | | Tiffany B. White (55) | First Busey: 2025 Busey Bank: 2021 | Dr. White is Professor of Business Administration and Advertising and the Bruce and Anne Strohm Faculty Fellow in the Gies College of Business at the University of Illinois. She serves as Faculty Athletics Representative for the University of Illinois, Big 10 and NCAA, and previously served as Academic Director of the MS in Management Program at Gies College of Business at the University of Illinois. We have determined that Dr. White is “independent” under the rules of Nasdaq. |

  9. Nominees

    All directors will hold office for a term of one year, expiring at the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. Except as set forth in the Merger Agreement (including the Bylaw Amendment), there are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer. Other than Ms. Grigsby and Mr. Rauckman, no nominee or director has been a director of another “public corporation” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934 (together with all regulations promulgated thereunder, the “Exchange Act”), other than CrossFirst, or of any registered investment company, within the past five years. Ms. Grigsby previously served on the board of directors of Silverbow Resources, Inc. (NYSE: SBOW) and on its audit and compensation committees from 2023 until 2024. Since 2021, Mr. Rauckman has served on the board of directors of MGP Ingredients, Inc. (Nasdaq: MGPI) and on its nomination/governance committee (and served as chairman of this committee until 2025), and since 2025 also has served on its audit committee and human resources/compensation committee. Finally, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC (“Ascent”), an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from July 2015 until May 2020. On February 6, 2018, three affiliated entities of Ascent, Ascent Resources Marcellus Holdings, LLC, Ascent Resources – Marcellus, LLC, and Ascent Resources Marcellus Minerals, LLC (collectively, the "Marcellus Affiliates"), filed a joint plan of reorganization pursuant to Chapter 11 of the United States Bankruptcy Code (such plan, as amended, the "Reorganization Plan"). Ms. Grigsby was Executive Vice President and Chief Financial Officer of each of the Marcellus Affiliates at the time of the filing. On March 30, 2018, the Reorganization Plan was confirmed by the United States Bankruptcy Court for the District of Delaware and on May 8, 2018, the Chapter 11 bankruptcy cases of the Marcellus Affiliates were closed.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of First Busey. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. The compensation paid to our non-employee directors is designed to be commensurate with the considerable time commitments, requisite skill set and the many responsibilities and risks of being a director of a public company of First Busey’s size, complexity and profile. Our non-employee directors are compensated based on their respective levels of board participation and responsibilities, including service on board committees. Our non-employee directors regularly engage with our senior management and meet with our stockholders throughout the year to better understand their perspectives. Our employee directors do not receive separate compensation for serving as directors of First Busey. Additionally, our directors do not receive separate compensation for serving as directors of Busey Bank.

  11. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  12. 2025 Non-Employee Director Compensation Table

    | Name1 | Fees Earned and Paid in Cash ($) | Stock Awards ($)2, 3 | All Other Compensation ($) | Total ($) | | Stanley J. Bradshaw | $73,125 | $72,995 | $— | $146,120 | | Rodney K. Brenneman | $75,917 | $72,995 | $— | $148,912 | | Steven W. Caple | $53,417 | $72,995 | $— | $126,412 | | Michael D. Cassens | $77,875 | $72,995 | $— | $150,870 | | Jennifer M. Grigsby | $55,292 | $72,995 | $— | $128,287 | | Karen M. Jensen | $62,750 | $72,995 | $— | $135,745 | | Frederic L. Kenney | $90,375 | $72,995 | $— | $163,370 | | Stephen V. King | $73,750 | $72,995 | $— | $146,745 | | Kevin S. Rauckman | $55,292 | $72,995 | $— | $128,287 | | Scott A. Wehrli | $48,442 | $72,995 | $— | $121,437 | | Tiffany B. White | $52,967 | $72,995 | $— | $125,962 |

  13. 2025 Non-Employee Director Compensation Table

    ___________________________________________ 1.As our Chairman, President and Chief Executive Officer, Mr. Dukeman receives no additional compensation for service on the board of directors. His compensation is included in the “Compensation of Named Executive Officers” section of this proxy statement. 2.The amounts set forth in the “Stock Awards” column reflect the grant date fair value of DSUs granted during 2025 valued in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock. The assumptions used in calculating these amounts are set forth in Note 16 to our audited financial statements for our fiscal year ended December 31, 2025. 3.Each director had 3,294 unvested DSUs at December 31, 2025.

  14. 2025 Compensation Highlights

    2025 Compensation Highlights During 2025, First Busey’s management worked tirelessly on conversion and integration planning matters to ensure that First Busey would be successful in achieving the Merger’s announced strategic benefits. Following the Merger, the Compensation Committee conducted a thorough compensation review in conjunction with Pearl Meyer, closely assessing the relative executive compensation programs, practices and principles of the two standalone companies, as well as identifying an appropriate compensation peer group in light of the significantly increased size of the combined organization and the resulting need to align the compensation of the combined company’s executive leadership team with financial institutions of similar sizes. After concluding this review, the Compensation Committee decided to make several changes to First Busey’s executive compensation program for 2025. •Updated Peer Group — In setting compensation for 2025, the Compensation Committee selected and approved an updated compensation peer group (the “Peer Group”) more appropriate to the size and other characteristics of the combined organization. The Compensation Committee utilized an agreed set of factors for assessing peer relevance, namely size, product scope, geographic scope and competition for talent, and a recommendation and analysis from Pearl Meyer, in making this determination. •Base Salaries — The Compensation Committee approved base salary increases for each of our NEOs effective March 1, 2025. These increases were made to align with the Peer Group and after considering input from Pearl Meyer and First Busey’s senior management, except with respect to the Chief Executive Officer, whose salary was determined solely in the Compensation Committee’s discretion after considering input from Pearl Meyer. For more information regarding the Compensation Committee’s consideration of the views of our senior management in setting compensation, please see the heading “Role of Executive Officers in Compensation Decisions” below. 1 For information on non-GAAP financial measures, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 under the heading “Non-GAAP Financial Information.” 2 For segment level financial information, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. •Annual Cash Incentive Plan — The Compensation Committee approved the formulation for the 2025 annual cash incentive plan, keeping the Asset Quality Ratio performance measure weighting at 25% while making the following changes to the metrics to ensure that the 2025 annual cash incentive plan reinforced corporate priorities following the Merger: (a) a decrease in the Core Earnings Per Share weighting from 40% to 35%; (b) a decrease in the Non-Bank Revenue weighting from 25% to 20%; (c) an increase in the Regulatory Ratings weighting from 3.3% to 4%; (d) the addition of two new performance measures: (i) Core Deposit Growth with a weighting of 10% and (ii) Strategic Integration Goal with a weighting of 6%, and (e) the removal of the Net Promoter Score and Gallup Engagement Score performance measures to ensure that focus remained on the successful integration of CrossFirst. •Equity Incentive Compensation — The Compensation Committee recommended, and the board granted, PSUs and RSUs to our remaining NEOs in the same proportions as the 2024 grants, with 50% consisting of PSUs and 50% consisting of RSUs. The PSU performance measures were substantially similar to the performance measures with respect to the 2024 PSU grants, except that (a) TSR PSUs (as defined below) were granted based on a new index determined to be more appropriate for the post-Merger company, the KBW Nasdaq Regional Banking Index, and (b) ROATCE PSUs (as defined below) were granted with different payout levels, with payouts ranging between 0% (based on ROATCE less than 12%) and 125% (based on ROATCE 15% or greater), determined with interpolation. Additionally, in light of the Merger, each TSR PSU previously granted prior to the Effective Time was replaced or modified, as described in more detail under the heading “2025 Compensation Determinations-Treatment of Outstanding Equity Awards Upon the Merger” below. Per the recommendation of the Compensation Committee, the RSUs will vest annually over a three-year period in one-third increments, a change from the five-year vesting period of the RSUs granted in prior years. This change was made to align with market practice and to aid the Company in recruiting and retaining talent.

  15. Components of Total Compensation

    | Compensation Element | Form | Purpose | | Base Salary | Cash | Base Salary, which is reviewed annually, is intended to offer each executive security through consistent compensation at market levels of pay based on the executive’s responsibilities, experience, and historic performance and allow First Busey to maintain a stable management team. | | Annual Cash Incentives | Cash | Annual Cash Incentives motivate our executives through performance-based pay to achieve First Busey key priorities including asset quality and profitability. Payouts are determined by corporate and individual performance. | | Equity Awards | PSUs | PSUs, which are RSUs that will vest only to the extent specific objectives or relative financial, stock price or other goals are met, incentivize our executives to achieve objectives and goals that are considered important to First Busey’s overall success. | | Equity Awards | RSUs | RSUs link the interests of our executives to stockholders by tying a portion of our executives’ compensation to the long-term value of First Busey’s stock and also serve as a valuable retention tool. | | Benefits & Perquisites | | Availability of competitive employee plans helps meet each executive’s health, welfare and retirement needs. |

  16. Executive Compensation Policies and Practices

    | What We Do | | | ✓ | Heavy emphasis on variable (“at-risk”) compensation | | ✓ | Annual incentives based on objective measures | | ✓ | Clawback policy that is compliant with SEC and Nasdaq rules | | ✓ | Stock ownership guidelines, including stock ownership policy and insider trading policy | | ✓ | Independent compensation consultant | | ✓ | Equity awards with performance objectives | | ✓ | Equity awards with objectives based on relative performance | | What We Don’t Do | | | x | No significant perquisites | | x | No cash dividends on unvested shares | | x | No option backdating or repricing | | x | No hedging of shares | | x | No guaranteed annual bonuses for NEOs |

  17. Compensation Process

    The Compensation Committee does not utilize any stated weighting of external market data with which to benchmark compensation levels of NEOs. Instead, the Compensation Committee evaluates the market data prepared by Pearl Meyer, along with the other factors listed in this CD&A, to determine the appropriate target direct compensation levels for each of our NEOs. Equity Incentive Compensation The Compensation Committee believes that equity compensation is an important and effective way of creating a long-term link between the compensation provided to officers and other key management personnel with stockholder value. Our equity compensation programs are also designed with various factors in mind, including supporting pay-for-performance, fostering employee stock ownership, and focusing the management team on increasing value for our stockholders. In addition, the Compensation Committee believes that equity compensation provides balance to the total direct compensation structure: the annual incentive program focuses on the achievement of year-to-year goals, while equity compensation creates incentives for increases in stockholder value over a longer term. In recent years, we have granted PSUs and RSUs to our NEOs under our equity incentive plans. Our current equity incentive plan is the First Busey Corporation Amended 2020 Equity Incentive Plan (the “Amended 2020 Plan”). We are requesting approval of the amendment and restatement of the Amended 2020 Plan in the form of the Second Amended Plan at the 2026 Annual Meeting, which will increase the number of shares originally authorized for issuance under the Amended 2020 Plan. First Busey uses the Amended 2020 Plan to provide ownership opportunities of our common stock to our employees and directors, to provide additional incentive for them to promote the success of our business, and to attract and retain talented personnel. All of our employees and directors and those of our subsidiaries are eligible to receive awards under the Amended 2020 Plan. The Amended 2020 Plan is administered by the Compensation Committee. Equity award recommendations are made in its discretion and are generally presented to the full board for its approval. When making award recommendations, the Compensation Committee considers the factors described above, which is intended to support pay-for-performance and reward our employees and directors for increases in stockholder value, as well as the nature of the services rendered or to be rendered by the employee and the employee’s present and potential contributions to the success of First Busey. As described in more detail under the heading “2025 Compensation Determinations-Treatment of Outstanding Equity Awards Upon the Merger” below, as of the Effective Time and pursuant to the Merger Agreement, certain changes were made to First Busey’s then-outstanding PSUs and RSUs.

  18. 2025 Compensation Determinations

    2025 Compensation Determinations After concluding the comprehensive compensation review noted above, the Compensation Committee and the Board approved the following compensation for each of the remaining NEOs: Base Salaries For more information regarding the Compensation Committee’s consideration of the views of our senior management in setting compensation, please see the heading “Role of Executive Officers in Compensation Decisions” above. Following its consideration of the base salary recommendations of First Busey’s senior management and Pearl Meyer’s comprehensive peer group compensation analysis, except with respect to our Chief Executive Officer, whose salary was determined solely in the Compensation Committee’s discretion after considering input from Pearl Meyer, the Compensation Committee decided to increase base salaries in 2025 for each of our remaining NEOs effective March 1, 2025 to align with the Peer Group (other than Mr. Phillips, whose base salary was increased effective February 19, 2025 in conjunction with his appointment as Interim Chief Financial Officer, and Mr. Chan, who did not join First Busey until September 2025). Such increases are set forth below:

  19. 2025 Compensation Determinations

    2025 Annual Cash Incentive Plan The Compensation Committee approved the formulation for the 2025 annual cash incentive plan, keeping the Asset Quality Ratio performance measure weighting at 25% while making the following changes to the metrics to ensure that the 2025 annual cash incentive plan reinforced corporate priorities following the Merger: (a) a decrease in the Core Earnings Per Share weighting from 40% to 35%; (b) a decrease in the Non-Bank Revenue weighting from 25% to 20%; (c) an increase in the Regulatory Ratings weighting from 3.3% to 4%; (d) the addition of two new performance measures: (i) Core Deposit Growth with a weighting of 10% and (ii) Strategic Integration Goal with a weighting of 6%, and (e) the removal of the Net Promoter Score and Gallup Engagement Score performance measures to ensure that focus remained on the successful integration of CrossFirst. The 2025 annual cash incentive plan provided that our Chief Executive Officer and Mr. Maddox (per the terms of the Maddox Letter Agreement) could receive 125% of their salaries at target performance and all other NEOs (other than Mr. Phillips, who was serving in an interim capacity) could receive 100% of their salaries at target performance. The 2025 plan also provided for a maximum cash incentive opportunity of 150% of salary for our Chief Executive Officer and Mr. Maddox (per the terms of the Maddox Letter Agreement) and 125% of salary for the other NEOs (other than Mr. Phillips, who was serving in an interim capacity) for achievement of superior performance, and no cash incentive for below threshold performance. The remaining structural elements of the annual cash incentive plan remained substantially similar to the 2024 plan. Balance sheet strength, profitability, and growth, in that order, are the mantras that guide our performance culture, and these considerations were central to the performance measures selected by the Compensation Committee. For 2025, the specific performance measures in the annual cash incentive plan for our NEOs, and the percentage of their cash incentive opportunities attributable to each measure, are set forth in the table below. As noted above, the Compensation Committee chose these performance measures because it believed these metrics were the best measures for evaluating the respective contributions of our NEOs to the overall business success of First Busey during 2025 from an operational and stockholder value perspective. Under the plan, each performance measure received a weighting between 4% and 35%, and the applicable weighting determined the potential payout for the performance ranges established for each measure. The plan further provided the Compensation Committee with the discretion to adjust the financial performance objectives or actual awards, if appropriate, to account for extraordinary events, individual performance, and for consistency with awards to be made to other executives. The Compensation Committee did exercise its discretion to make such an adjustment in 2025 with respect to Core Earnings Per Share, as discussed under the heading 2025 Annual Cash Incentive Compensation Results below.

  20. 2025 Compensation Determinations

    1.Metric with interpolation. Core Earnings Per Share operating performance adjusted for certain one-time charges (i.e. M&A) or other unique non-controllable elements and excludes securities gains and losses. The Target goal of $2.52 includes the Merger. The Target goal has been adjusted down from $2.55 to $2.52 to reflect the issuance of the Series B Preferred Stock, the paydown of the Subordinated Notes, and share repurchases pursuant to the Stock Repurchase Plan. The Below Target and Maximum Performance goals have also been adjusted down from $2.24 and $2.73 to $2.21 and $2.70, respectively. Core Earnings Per Share is the same as adjusted diluted earnings per share, a non-GAAP financial measure. For additional information on adjusted diluted earnings per share and a reconciliation to the most directly comparable GAAP financial measure, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 under the heading “Non-GAAP Financial Information.” 2.Equals (a) (30-89 day past due loans plus 90+ day past due loans plus non-accrual loans plus other real estate owned), divided by (b) total capital, compared to the Peer Group. 3.Metric with interpolation. Aggregate net revenue of FirsTech (Target goal of $25.9 million), Busey Bank Wealth Management (Target goal of $65.7 million), Busey Bank Treasury Management (Target goal of $9.9 million) and CrossFirst Bank Treasury Management (Target goal of $12.5 million); total Target goal of $114.0 million. 4.Metric with interpolation. First Busey budgeted core deposit growth of $113 million and CrossFirst Bank budgeted core deposit growth of $376 million sets the Target goal of $489 million (excludes brokered, financial institutions, Qwickrate CDs and ICS one-way deposit funding). 5.Metric with interpolation. Strategic integration goal reflects annualized cost saves of $24 million. Calculation is based on confirmed cost savings at year-end that have been or will be removed from the annualized expense run rate. 6.The Regulatory Ratings objective was established at the date of plan approval and reflects First Busey’s CAMELS rating as well as supervisory actions. For purposes of the relative performance measurement of Asset Quality Ratio, First Busey compared performance against the Peer Group described under the heading “2025 Compensation and Updated Peer Group” beginning on page 33. 2025 Annual Cash Incentive Compensation Results Asset quality remains strong with $58.1 million in non-performing assets, an allowance to total portfolio loans of 1.28%, and an allowance to non-performing loan ratio of 325% as of December 31, 2025. Our capital ratios were very strong at both the holding company and Busey Bank levels with both entities exceeding our targets of 12% Total Capital and 8% Tier 1 Leverage Ratio. Our liquidity and risk profile remained very strong in 2025. We believe we did not stretch our liquidity or risk profiles to achieve our results for 2025. Actual results and the impact on the potential cash incentive payout are outlined below. Additionally, although First Busey actually attained Core Earnings Per Share of $2.53 for 2025, the Compensation Committee exercised its discretion to lower Core Earnings Per Share to a deemed amount of $2.52 for purposes of determining the cash incentive payouts, in order to ensure that the NEOs still employed by the Company would not be overcompensated due to First Busey’s greater-than-budgeted stock repurchases under the Stock Repurchase Plan.

  21. 2025 Compensation Determinations

    _________________________ * Based on goal achievement and target bonus (as a % of salary). For 2025, the target annual cash incentive compensation opportunity for our Chief Executive Officer and Mr. Maddox (per the terms of the Maddox Letter Agreement) and all other NEOs (other than Mr. Phillips, who was serving in an interim capacity) was 125% and 100% of base salary, respectively, and the maximum annual cash incentive compensation opportunity for our Chief Executive Officer and Mr. Maddox (per the terms of the Maddox Letter Agreement) and all other NEOs (other than Mr. Phillips, who was serving in an interim capacity) was 150% and 125% of base salary, respectively.

  22. 2025 Compensation Determinations

    | Executive Officer | Base Salary | Calculated Bonus as a % of Salary | Cash Annual Incentive | | Van A. Dukeman | $952,000 | 116.50% | $1,109,080 | | Christopher H.M. Chan1 | $600,000 | 23.85% | $143,100 | | Jeffrey D. Jones2 | $495,000 | 12.55% | $62,101 | | Scott A. Phillips3 | $325,000 | 66.15% | $215,000 | | Michael J. Maddox | $952,000 | 116.50% | $1,109,080 | | Amy L. Randolph | $525,000 | 95.40% | $500,850 | | Monica L. Bowe | $430,000 | 95.40% | $410,220 |

  23. 2025 Compensation Determinations

    ___________________________________________ 1.Mr. Chan received a pro-rated annual bonus for 2025 based on the 95.4% of salary formulation. 2.As described in more detail under the heading “NEO Departures-February 2025 Departure of Jeffrey D. Jones” below, under the terms of the Jones Separation Agreement, Mr. Jones received a pro-rated annual bonus for 2025, determined based on actual performance for the 2025 performance year and therefore based on the 95.4% of salary formulation. 3.As noted above, as Mr. Phillips was serving in an interim capacity, he did not participate in the 2025 Annual Cash Incentive Plan and instead received discretionary incentive compensation based on a combination of individual and Company performance. Treatment of Outstanding Equity Awards Upon the Merger In connection with the Merger, the Compensation Committee and the board of directors determined, after careful consideration, to make certain changes to First Busey’s equity awards to provide for parity among employees of the combined company to promote success in the integration process. First Busey’s outstanding RSUs were granted with a five-year vesting period. First Busey’s outstanding PSUs were granted to each individual such that half (the “ROATCE PSUs”) could be earned based upon First Busey’s three-year average ROATCE and half (the “TSR PSUs”) could be earned based on First Busey’s relative Total Stockholder Return (“TSR”) compared to the members of the S&P U.S. BMI Banks — Midwest Region Index as of the date of the grant, that are still publicly reporting at the end of the performance period (excluding any financial institution that is the target of an announced acquisition at the end of the performance period), in both cases, measured cumulatively over the 36-month performance period. Following the closing of the Merger, except as described below, First Busey equity awards generally remained outstanding and subject to the same terms and conditions as applied immediately prior to the Effective Time. Each ROATCE PSU issued and outstanding immediately prior to the Effective Time (the “Earned ROATCE PSUs”) 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 remained subject to the same terms and conditions (including service-based vesting terms) as applied to such Earned ROATCE PSU immediately prior to the Effective Time. The Earned ROATCE PSUs have been deemed earned (a) at 100% of the target level of performance, for the Earned ROATCE PSUs granted in 2023 and (b) at 75% of the target level of performance, for the Earned ROATCE PSUs granted in 2024. This treatment is intended to align with the treatment of CrossFirst PSUs in the Merger and recognizes that the performance goals were set without the ability to consider the impact of the Merger. The Compensation Committee also considered that the TSR PSUs granted in 2022, 2023 and 2024 were materially adversely impacted by the announcement of the Merger, resulting in the value of those TSR PSUs drastically dropping from between 76.9% and 96.2% of the original target level immediately prior to the announcement of the Merger to zero some time after such announcement. After considering various different alternatives to mitigate the adverse impact that the announcement of the Merger had on the previously granted TSR PSUs while promoting continued performance and retention, the Compensation Committee recommended, and the board of directors approved, the following treatment: Each TSR PSU previously granted in 2022 with a performance period that ended December 31, 2024 (excluding TSR PSUs previously held by retirees) (the “2022 TSR PSUs”) was replaced, and each TSR PSU outstanding immediately prior to the Effective Time with performance periods ending December 31, 2025 and December 31, 2026 was modified, each effective March 1, 2025, such that the resulting new PSUs (the “New Merger PSUs”) or modified PSUs (collectively with the New Merger PSUs, the “Merger PSUs”) will be earned (between 0% for below threshold performance and 160% for maximum performance) based on First Busey’s relative TSR rank as compared to the KBW Nasdaq Regional Banking Index, measured at the end of a two-year performance period commencing January 1, 2025 and ending December 31, 2026. The Merger PSUs will be subject to the terms and conditions of the Amended 2020 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. The Compensation Committee and the board of directors felt that this two-year performance period was an appropriate length of time to allow employees, including the NEOs, the opportunity to earn those TSR PSUs that were materially adversely impacted, and incentivize our employees to ensure the successful integration of CrossFirst and First Busey and continue to execute First Busey’s strategy to serve our clients and drive enhanced stockholder return. Additionally, in accordance with the Merger Agreement: •Each outstanding RSU will now vest in equal annual installments over three (3) years following the Effective Time; provided that if any RSU would otherwise vest by its terms on an earlier date, any then-unvested portion as of such date will vest on such original vesting date. This treatment was also intended to align vesting terms for employees of the two legacy companies. •Each outstanding First Busey equity award was subject to vesting upon an involuntary termination within twelve (12) months following the Effective Time (at target performance in the case of Merger PSUs). 2025 Equity Incentive Compensation Annual Grants On March 25, 2025 the Compensation Committee recommended equity awards for each remaining NEO (other than Mr. Chan, who did not join First Busey until September 2025) with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs, which First Busey’s board of directors approved on March 26, 2025. Half of the PSUs are ROATCE PSUs and half of the PSUs are TSR PSUs that can be earned based on the Company’s TSR compared to the members of the KBW Nasdaq Regional Banking Index as of March 26, 2025, that are still publicly reporting at the end of the performance period (excluding any financial institution that is the target of an announced acquisition at the end of the performance period), in both cases, measured cumulatively over the 36-month performance period beginning on January 1, 2025 and ending on December 31, 2027. The number of ROATCE PSUs earned can vary between 0% (for below threshold performance) and 125% (for maximum performance) of the target number of shares depending on the performance achieved, and the number of TSR PSUs earned can vary between 0% (for below threshold performance) and 160% (for maximum performance) of the target number of shares depending on the performance achieved. Per the recommendation of the Compensation Committee, the RSUs will vest annually over a three-year period in one-third increments, a change from the five-year vesting period of the RSUs granted in prior years. This change was made to align with market practice and to aid the Company in recruiting and retaining talent. The tables below outline the target equity awards granted in 2025 (excluding the New Merger PSUs) and the individual award values. The actual number of shares granted, and resulting value reported in the Summary Compensation Table, were based on the closing price of the Company’s common stock on the grant date of March 26, 2025, in accordance with FASB ASC Topic 718.

  24. 2025 Compensation Determinations

    | Executive Officer | PSUs (50%)1 | RSUs (50%) | Total (100%) | | Van A. Dukeman | $900,000 | $900,000 | $1,800,000 | | Christopher H.M. Chan2 | $— | $500,000 | $500,000 | | Jeffrey D. Jones3 | $— | $— | $— | | Scott A. Phillips | $75,000 | $75,000 | $150,000 | | Michael J. Maddox | $900,000 | $900,000 | $1,800,000 | | Amy L. Randolph | $262,500 | $262,500 | $525,000 | | Monica L. Bowe | $195,000 | $195,000 | $390,000 |

  25. 2025 Compensation Determinations

    ___________________________________________ 1.Amounts reflect target value of PSU awards based on grant date share price. Amounts realized upon vesting may increase or decrease based on future performance of First Busey. 2.Mr. Chan was awarded a $500,000 RSU grant with a three-year vesting period on October 8, 2025 in connection with his commencement of employment as Chief Financial Officer. 3.Subject to the terms of the Jones Separation Agreement (as defined below), Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. Of the total number of PSUs to be earned by each remaining participant at the end of the performance period, 50% were based on the Company’s relative TSR as follows:

  26. 2025 Compensation Determinations

    | 2025 – 2027 Relative Rank (Total Stockholder Return) | Payout* (% of Target Shares) | | Less than 40th Percentile | 0% | | 40th Percentile < 60th Percentile | 50% – 100% | | 60th Percentile < 75th Percentile | 100% – 160% | | 75th Percentile or Greater | 160% |

  27. 2025 Compensation Determinations

    ___________________________________________ *The number of PSUs earned is to be determined with interpolation. Of the total number of PSUs to be earned by each remaining participant at the end of the performance period, 50% were based on the Company’s ROATCE as follows:

  28. 2025 Compensation Determinations

    | 2025 – 2027 (Core Return on Average Tangible Common Equity) | Payout* (% of Target Shares) | | Less than 12% | 0% | | 12% < 13.5% | 75%-100% | | 13.5% < 15% | 100%-125% | | 15% or Greater | 125% |

  29. 2025 Compensation Determinations

    ___________________________________________ *The number of PSUs earned is to be determined with interpolation. New Merger PSUs As noted above, each 2022 TSR PSU was replaced with a New Merger PSU that can be earned based on the Company’s TSR compared to the members of the KBW Nasdaq Regional Banking Index as of March 1, 2025, that are still publicly reporting at the end of the performance period (excluding any financial institution that is the target of an announced acquisition at the end of the performance period), in both cases, measured cumulatively over the 24-month performance period beginning on January 1, 2025 and ending on December 31, 2026. The number of PSUs earned can vary between 0% (for below threshold performance) and 160% (for maximum performance) of the target number of shares depending on the performance achieved. The tables below outline the target New Merger PSUs granted in 2025 and the individual award values. The actual number of shares granted, and resulting value reported in the Summary Compensation Table, were based on the closing price of the Company’s common stock on the grant date of March 1, 2025, in accordance with FASB ASC Topic 718.

  30. 2025 Compensation Determinations

    ___________________________________________ 1.Amounts reflect target value of New Merger PSU awards based on grant date share price. Amounts realized upon vesting may increase or decrease based on future performance of First Busey. The total number of New Merger PSUs to be earned by each remaining participant at the end of the performance period is based on the Company’s relative TSR as follows:

  31. 2025 Compensation Determinations

    | 2025 –2026 Relative Rank (Total Stockholder Return) | Payout* (% of Target Shares) | | Less than 40th Percentile | 0% | | 40th Percentile < 60th Percentile | 50% – 100% | | 60th Percentile < 75th Percentile | 100% – 160% | | 75th Percentile or Greater | 160% |

  32. Changes in Executive Compensation in 2025 as a Result of the Merger

    As noted above, Mr. Maddox separated from his employment with First Busey and Busey Bank, and resigned from his roles as Vice Chairman and member of the board of directors of First Busey and member of the board of directors of Busey Bank, each effective January 27, 2026, as further described under the heading “NEO Departures-January 2026 Departure of Michael J. Maddox” below. Other NEO Agreements As described in the Merger 8‑K, effective at the Effective Time, First Busey entered into retention agreements with Ms. Randolph and Ms. Bowe, as well as an employment agreement with Mr. Phillips (collectively, the “Executive Agreements”). The Executive Agreements each provide for payment of a retention bonus (the “Retention Bonus”) in the amount of $2,091,870 for Ms. Randolph, $1,627,010 for Ms. Bowe and $150,000 for Mr. Phillips, less all applicable withholdings and deductions. The Retention Bonus is payable one-third within forty-five days following the Effective Time and one-third on or as soon as practicable following each of the first and second anniversaries of the Effective Time, in each case, subject to the executive’s continued employment through the relevant payment date. Pursuant to the Executive Agreements, each executive waives certain rights to terminate their employment with First Busey for “good reason” pursuant to, and as defined in, the executive’s existing employment agreement with First Busey, as described in the retention agreements. If the executive’s employment with First Busey terminates prior to the final payment date by First Busey without “cause”, by the executive for “good reason”, upon First Busey’s non-renewal of the applicable term of employment or in the event of death or disability, then, subject to the effectiveness of a release, any portion of the Retention Bonus that has not yet been paid will immediately become payable. Each executive is subject to the covenants regarding confidentiality, non-competition, non-solicitation and intellectual property set forth in their employment agreement, as described under the heading “Potential Payments Upon Termination or Change in Control Disclosure - Employment Agreements” below. If First Busey determines that the executive has violated any such covenants during the retention period, the executive’s eligibility for and receipt of any unpaid portion of the Retention Bonus will immediately terminate.

  33. Other Compensation and Benefits

    Other Compensation and Benefits 2021 Employee Stock Purchase Plan First Busey adopted and stockholders approved the First Busey Corporation 2021 Employee Stock Purchase Plan effective March 24, 2021. The plan is generally available to all salaried employees and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from time to time (the “Internal Revenue Code”). The plan allows employees of First Busey and its subsidiaries to purchase shares of our common stock at a discounted purchase price. A participant’s after-tax deferrals are accumulated each quarter and used to purchase shares of our common stock. The purchase price is 85% of the lower of (a) the fair market value on the first trading day of the calendar quarter or (b) the fair market value on the last trading day of the calendar quarter. Benefits and Other Perquisites Our NEOs are eligible to participate in the same benefit plans designed for all of our full-time employees, including health, dental, disability, and basic group life insurance coverage. We provide retirement benefits to all eligible full-time employees under the First Busey Corporation Profit Sharing Plan and Trust (the “401(k) Plan”). The 401(k) Plan provides employees the opportunity to save for retirement on a tax-favored basis. NEOs, all of whom were eligible during 2025, may elect to participate in the 401(k) Plan on the same basis as all other employees. Each of our eligible employees participates in the profit-sharing element of the 401(k) Plan. All NEOs are provided with death benefits under portable $500,000 (in the case of Mr. Phillips) and $1.5 million (in the case of all other NEOs) term life insurance policies. Premiums on the term life insurance policies are paid by First Busey on behalf of the covered employee, so long as they remain employed by First Busey. First Busey’s health and wellness program, available to all employees including our NEOs, is designed to help employees make positive lifestyle choices. Employees receive points for participation in the program that are redeemed as monetary incentives in the form of wellness benefits as certain thresholds are met. Change in Control Benefits Each of our NEOs (other than Messrs. Dukeman, Jones and Maddox) is a party to an employment agreement that provides for certain payments and benefits if his or her employment is terminated in connection with a change in control. In each instance, if an NEO’s employment is terminated by First Busey or the NEO resigns under certain circumstances in connection with a change in control of First Busey, the NEO is entitled to receive certain cash payments and other benefits. The purpose of these change-in-control protections is to attract and retain talented executives and to encourage them to pursue transactions that maximize stockholder value, even if their own employment may not be secure following such transaction. Additionally, we believe these agreements help provide for stability in our executive team in the event of a change in control. As noted above, pursuant to the Dukeman Letter Agreement, First Busey terminated Mr. Dukeman’s right to severance pursuant to the Dukeman Employment Agreement in compliance with Section 409A of the Internal Revenue Code’s change in control plan termination rules, and Mr. Dukeman is also no longer entitled to an excise tax gross up with respect to any excise tax arising under Section 4999 of the Internal Revenue Code. Pursuant to the terms of the Jones Separation Agreement and the Maddox Separation Letter, respectively, Mr. Jones and Mr. Maddox are no longer entitled to any benefits upon a change in control of First Busey.

  34. Regulatory Impact on Compensation

    Regulatory Impact on Compensation The Compensation Committee made many important decisions in 2025 affecting the compensation of our NEOs. These decisions were the result of many factors, including our financial performance and the Merger as discussed throughout this CD&A. To more fully understand the decisions of the Compensation Committee with respect to compensation during 2025 and into 2026, the Compensation Committee believes it is beneficial to understand the changing regulatory context in which these decisions were made. As a publicly-traded financial institution, First Busey must comply with multiple layers of regulations when considering and implementing compensation-related decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that First Busey and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance. Under the Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards”), published by the Federal Deposit Insurance Corporation (the “FDIC”), excessive compensation is prohibited as an unsafe and unsound practice. The Safety and Soundness Standards set forth a framework within which financial institutions should evaluate, in light of each institution’s overall financial condition, an employee’s compensation, with factors including compensation history, internal pay equity, and, as appropriate, comparable compensation practices at peer institutions. In addition to the Safety and Soundness Standards, the Compensation Committee considers the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”) issued jointly by the FDIC, the Federal Reserve, and the Officer of the Comptroller of the Currency. The Joint Guidance complements the Safety and Soundness Standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs, and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness Standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements balance risk and reward, are compatible with effective controls and risk management, and have the support of strong corporate governance. In addition, the Compensation Committee, with the assistance of its advisors and First Busey’s management, continues to monitor the compensation-related rules and regulations under applicable law. First Busey maintains a clawback policy, as further described below. While the Compensation Committee believes its own risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with such rules and regulations. In addition to the foregoing, as a publicly traded corporation, First Busey is subject to the SEC’s rules regarding risk assessment. Those rules require a publicly traded company to determine whether any of its existing incentive compensation plans, programs, or arrangements create risks that are reasonably likely to have a material adverse effect on the organization. We do not believe that our incentive compensation plans, programs, or arrangements create risks that are reasonably likely to have a material adverse effect on First Busey. The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs, and arrangements established for First Busey’s NEOs includes a sensible, reasonable approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Compensation Committee believes First Busey has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation. Finally, when making decisions about executive compensation, in addition to the above, the Compensation Committee considers the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code, regarding the tax deductibility of certain compensation; Section 409A of the Internal Revenue Code, regarding nonqualified deferred compensation; and Sections 280G and 4999 of the Internal Revenue Code, regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control. In making decisions about executive compensation, the Compensation Committee also considers how various elements of compensation will impact our financial results. For example, the Compensation Committee considers the impact of FASB ASC Topic 718, which requires First Busey to recognize the compensation cost of grants of equity awards based upon their grant date fair value.

  35. Compensation-Related Governance Policies

    Insider Trading Policy The Company has an insider trading policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations, including the SEC’s 2023 rules regarding 10b5-1 plans, as well as Nasdaq listing standards. Among other things, the insider trading policy restricts open market transactions in Company stock beginning two weeks before the last day of the quarter end and ending two trading days after quarterly earnings have been made public, and requires all Section 16 officers and other designated insiders to seek pre-clearance prior to engaging in transactions in the Company’s securities. The insider trading policy was amended in December 2023 to reflect the SEC’s new rules regarding 10b5-1 trading plans. A copy of this policy is filed as Exhibit 19.1 to our Annual Report on Form 10‑K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. Hedging and Pledging Policy The Company’s insider trading policy includes provisions that specifically prohibit our insiders from entering into hedging transactions involving the Company’s stock. To our knowledge, none of our officers or directors have entered into a hedging transaction involving Company stock in violation of this prohibition. The Company’s insider trading policy also prohibits an insider from pledging Company stock as collateral for a lending relationship without the prior approval of the Nominating Committee. Exempt from this policy are shares that were already pledged as security at the time of the policy’s adoption in 2014. To our knowledge, none of our officers or directors have pledged their Company stock in violation of this policy. Practices Related to the Grant of Certain Equity Awards Other than for purposes of granting replacement awards in connection with acquisitions, like the replacement SSAR awards issued in accordance with the Merger Agreement, the Company does not currently grant new awards of stock options, stock appreciation rights (“SARs”) or similar option-like instruments (“Options”). Accordingly, the Company has no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of Options, the board of directors will evaluate the appropriate steps to take in relation to the foregoing. No Options were awarded to any of the NEOs in the period beginning four (4) business days before the filing of any of our periodic or current reports that disclosed material nonpublic information, and ending one (1) business day after the filing or furnishing of such report. Clawback Policy First Busey maintains a clawback policy that is compliant with Nasdaq Listing Rule 5608. Such policy (a) obligates the Compensation Committee to recoup certain bonus or other incentive compensation paid to any NEO or other covered individual in the event of a restatement of First Busey’s financial statements filed with the SEC (a “Restatement”) that is required pursuant to SEC or Nasdaq clawback rules (a “Dodd-Frank Restatement”), and (b) provides the Compensation Committee with authority to recoup such amounts in the event of any other Restatement or specified misconduct. The clawback policy applies to any incentive compensation (including any bonuses, incentive payments, or equity compensation that is granted, vested, or earned based upon specified financial metrics) paid to (i) with respect to a Dodd-Frank Restatement, the current and former executive officers of First Busey and its subsidiaries, and (ii) with respect to any other Restatement or specified misconduct, any NEO or incentive compensation plan participant.

  36. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our 2025 NEOs — which consist of (a) our Chief Executive Officer, (b) our Chief Financial Officer, as well as our former Interim Chief Financial Officer and former Chief Financial Officer, and (c) our three other most highly compensated executive officers.

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)1,2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total Compensation ($) | | Van A. Dukeman Chairman and Chief Executive Officer | 2025 | $918,789 | — | $1,939,686 | $1,109,080 | $62,525 | $4,030,080 | | | 2024 | $778,846 | — | $928,963 | $1,083,585 | $55,688 | $2,847,082 | | | 2023 | $725,000 | — | $841,181 | $561,875 | $51,103 | $2,179,159 | | Christopher H.M. Chan5 Executive Vice President, Chief Financial Officer | 2025 | $124,616 | $500,000 | $500,001 | $143,100 | $404,680 | $1,672,397 | | | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | | Jeffrey D. Jones Former Executive Vice President, Chief Financial Officer | 2025 | $89,481 | — | $— | $62,101 | $1,381,195 | $1,532,777 | | | 2024 | $483,463 | — | $464,459 | $550,935 | $30,620 | $1,529,477 | | | 2023 | $442,115 | — | $445,329 | $290,585 | $27,475 | $1,205,504 | | Scott A. Phillips6 Executive Vice President, Chief Accounting Officer; Former Interim Chief Financial Officer | 2025 | $309,635 | $50,000 | $152,271 | $215,000 | $27,381 | $754,287 | | | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | | Michael J. Maddox7 Former Vice Chairman and President of First Busey Corporation; Former President and Chief Executive Officer of Busey Bank | 2025 | $750,616 | — | $1,745,183 | $1,109,080 | $120,142 | $3,725,021 | | | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | | Amy L. Randolph Executive Vice President, Chief Operating Officer | 2025 | $518,655 | $697,290 | $594,813 | $500,850 | $579,227 | $2,890,835 | | | 2024 | $477,693 | — | $464,459 | $550,935 | $40,348 | $1,533,435 | | | 2023 | $417,115 | — | $371,094 | $274,260 | $26,673 | $1,089,142 | | Monica L. Bowe Executive Vice President, Chief Risk Officer | 2025 | $420,483 | $542,337 | $435,316 | $410,220 | $30,492 | $1,838,848 | | | 2024 | $376,924 | — | $342,259 | $428,505 | $38,286 | $1,185,974 | | | 2023 | $345,192 | — | $247,382 | $228,550 | $28,185 | $849,309 |

  38. Summary Compensation Table

    1.Represents the aggregate grant date fair value of awards in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 16 to our audited financial statements for our fiscal year ended December 31, 2025. For 2025, each NEO’s amount includes PSUs with performance-vesting conditions. The amount attributable to a PSU represents its grant date fair value at target performance, the probable outcome of the performance conditions at the time of grant. In the event of maximum performance, the value of the PSU award is summarized in the table immediately below, see “Grants of Awards” table for other performance levels.

  39. Summary Compensation Table

    | Executive Officer | Fair Value of 2025 Annual PSU Award at Maximum Performance | Fair Value of 2025 New Merger PSU Award at Maximum Performance | Total Fair Value of 2025 PSU Awards at Maximum Performance | | Van A. Dukeman | $1,194,783 | $311,205 | $1,505,988 | | Christopher H.M. Chan | $— | $— | $— | | Jeffrey D. Jones | $— | $— | $— | | Scott A. Phillips | $99,550 | $10,977 | $110,527 | | Michael J. Maddox(a) | $1,194,783 | $— | $1,194,783 | | Amy L. Randolph | $348,486 | $137,266 | $485,752 | | Monica L. Bowe | $258,878 | $91,487 | $350,365 |

  40. Summary Compensation Table

    (a)Subject to the terms of the Maddox Separation Letter, all of Mr. Maddox’s outstanding unvested PSUs vested in full at target performance as of January 27, 2026. 2.For additional information with respect to the treatment of the pre-2025 RSU and PSU awards in connection with the Merger, see the heading “2025 Compensation Determinations-Treatment of Outstanding Equity Awards Upon the Merger” above. 3.Amounts reported for each year represent the amount of incentive compensation earned for such year and paid in the early part of the immediately following year. The material terms of the bonus are described under the heading “2025 Compensation Determinations — 2025 Annual Cash Incentive Compensation” above. 4.All other compensation for our NEOs during 2025 is summarized in the table immediately below.

  41. Summary Compensation Table

    | Executive Officer | Life and Disability Insurance | Employer Contributions to Retirement Plans(a) | Wellness Benefits | Fringe Benefits | Bonus Paid - Relocation | Severance(b) | Total All Other Compensation | | Van A. Dukeman | $21,018 | $24,500 | $9,976 | $7,031 | $— | $— | $62,525 | | Christopher H.M. Chan | $200 | $3,730 | $— | $750 | $400,000 | $— | $404,680 | | Jeffrey D. Jones | $355 | $4,547 | $— | $— | $— | $1,376,293 | $1,381,195 | | Scott A. Phillips | $2,131 | $24,500 | $— | $750 | $— | $— | $27,381 | | Michael J. Maddox | $19,994 | $22,731 | $1,238 | $76,179 | $— | $— | $120,142 | | Amy L. Randolph | $3,977 | $24,500 | $10,000 | $750 | $540,000 | $— | $579,227 | | Monica L. Bowe | $5,242 | $24,500 | $— | $750 | $— | $— | $30,492 |

  42. Summary Compensation Table

    ___________________________________________ (a)Includes matching and profit-sharing contributions to the 401(k) Plan. (b)During 2025, Mr. Jones received cash severance payments in the aggregate amount of $844,793, cash payments reflecting the pro rata value of his forfeited unvested RSUs granted in 2020 in the aggregate amount of $515,075, and a cash payment in respect of accrued and unused vacation and personal time in the amount of $16,425. 5.Mr. Chan was not an NEO in 2023 or 2024. 6.Mr. Phillips was not an NEO in 2023 or 2024. 7.Mr. Maddox was not an NEO in 2023 or 2024.

  43. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth information regarding grants of awards made to our NEOs during 2025 under First Busey’s cash incentive and equity plans.

  44. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards2 | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)3 | Grant Date Fair Value of Stock Awards ($)4 | | Executive Officer | Type of Award1 | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Van A. Dukeman | Annual Incentive | March 25, 2025 | $476,000 | $1,190,000 | $1,428,000 | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | 40,614 | $900,006 | | | PSUs | March 26, 2025 | — | — | — | 20,307 | 40,614 | 57,875 | — | $845,177 | | | New Merger PSUs | March 1, 2025 | — | — | — | 4,409 | 8,817 | 14,107 | — | $194,503 | | Christopher H.M. Chan | Annual Incentive | March 25, 2025 | $300,000 | $600,000 | $750,000 | — | — | — | — | — | | | RSUs | October 8, 2025 | — | — | — | — | — | — | 21,395 | $500,001 | | | PSUs | March 26, 2025 | — | — | — | — | — | — | — | $— | | Jeffrey D. Jones | Annual Incentive | March 25, 2025 | $— | $— | $— | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | — | $— | | | PSUs | March 26, 2025 | — | — | — | — | — | — | — | $— | | Scott A. Phillips | Annual Incentive | March 25, 2025 | $— | $— | $— | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | 3,384 | $74,989 | | | PSUs | March 26, 2025 | — | — | — | 1,692 | 3,384 | 4,822 | — | $70,421 | | | New Merger PSUs | March 1, 2025 | — | — | — | 156 | 311 | 498 | — | $6,861 | | Michael J. Maddox5 | Annual Incentive | March 25, 2025 | $476,000 | $1,190,000 | $1,428,000 | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | 40,614 | $900,006 | | | PSUs | March 26, 2025 | — | — | — | 20,307 | 40,614 | 57,875 | — | $845,177 | | Amy L. Randolph | Annual Incentive | March 25, 2025 | $262,500 | $525,000 | $656,250 | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | 11,846 | $262,507 | | | PSUs | March 26, 2025 | — | — | — | 5,923 | 11,846 | 16,881 | — | $246,515 | | | New Merger PSUs | March 1, 2025 | — | — | — | 1,945 | 3,889 | 6,222 | | $85,791 | | Monica L. Bowe | Annual Incentive | March 25, 2025 | $215,000 | $430,000 | $537,500 | — | — | — | — | — | | | RSUs | March 26, 2025 | — | — | — | — | — | — | 8,800 | $195,008 | | | PSUs | March 26, 2025 | — | — | — | 4,400 | 8,800 | 12,540 | — | $183,128 | | | New Merger PSUs | March 1, 2025 | — | — | — | 1,296 | 2,592 | 4,147 | — | $57,180 |

  45. 2025 Grants of Plan-Based Awards

    1.All grantees earn quarterly dividends on their respective RSUs and PSUs. As grantees do not have actual dividend rights until the shares are transferred in connection with the RSUs or PSUs, dividends earned are referred to as dividend equivalents. These dividend equivalents are accrued during the vesting period and are subject to the same vesting, payment and other terms and conditions as the original RSUs or PSUs to which they relate. Therefore, dividends earned each quarter compound based upon the updated share balances. Dividend equivalents are reinvested at the stock’s market price on the dividend payment date. 2.Amounts reflect the threshold, target, and maximum opportunities under the 2025 annual cash incentive plan. The actual awards are disclosed in the Summary Compensation Table. For a participant to be eligible to receive any award, corporate performance must exceed a threshold level set forth under the heading “2025 Compensation Determinations — 2025 Annual Cash Incentive Compensation” above. Amounts disclosed for Mr. Chan represent the amounts he would have received based on his base salary if he had been employed for the entirety of 2025. As noted above, Mr. Chan received a pro-rated annual bonus for 2025 based on the 95.4% of salary formulation. As noted above, as Mr. Phillips was serving in an interim capacity, he did not participate in the 2025 Annual Cash Incentive Plan. 3.For all NEOs other than Mr. Chan, awards vest annually over a three-year period in one-third increments on March 26, 2026, March 26, 2027 and March 26, 2028, subject to the grantee’s continued service with First Busey. Mr. Chan’s RSU’s vest on October 8, 2028, subject to Mr. Chan’s continued service with First Busey. 4.Represents the aggregate grant date fair value of RSUs or PSUs granted on the applicable grant date noted above, in accordance with FASB ASC Topic 718. 5.Subject to the terms of the Maddox Separation Letter, all of Mr. Maddox’s outstanding unvested PSUs vested in full at target performance as of January 27, 2026.

  46. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information concerning the unvested stock awards held by our NEOs as of December 31, 2025. Market values are presented as of the end of 2025 for outstanding stock awards (based on the closing price of First Busey’s common stock of $23.79 on the last business day of the year, December 31, 2025).

  47. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Stock Awards1 | | | | | Executive Officer | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)2,3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Van A. Dukeman | 146,378 | $3,482,333 | 54,450 | $1,295,366 | | Christopher H.M. Chan | 21,634 | $514,673 | — | $— | | Jeffrey D. Jones4 | — | $— | — | $— | | Scott A. Phillips | 8,028 | $190,986 | 3,727 | $88,665 | | Michael J. Maddox5 | 90,705 | $2,157,872 | 32,065 | $762,826 | | Amy L. Randolph | 60,067 | $1,428,994 | 19,612 | $466,569 | | Monica L. Bowe | 42,036 | $1,000,036 | 14,017 | $333,464 |

  48. Outstanding Equity Awards at 2025 Fiscal Year End

    ___________________________________________ 1.All stock award grants reflected in this table represent RSUs and PSUs and accrued dividend equivalents (with respect to RSUs) that vest in accordance with the schedules set forth below subject to the participant’s continued service with First Busey, performance of the Company with respect to PSUs, and subject in all cases, to accelerated vesting as described below. 2.Vesting dates by NEO are as follows:

  49. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Number of Shares or Units that Have Not Vested, by NEO | | | | | | | | Vesting Date | Van A. Dukeman | Christopher H.M. Chan | Jeffrey D. Jones | Scott A. Phillips | Michael J. Maddox | Amy L. Randolph | Monica L. Bowe | | RSUs: | | | | | | | | | March 1, 2026 | 53,091 | — | — | 2,045 | 24,488 | 23,850 | 16,157 | | March 26, 2026 | 14,004 | — | — | 1,168 | 14,004 | 4,085 | 3,034 | | December 4, 2026 | 8,204 | — | — | 431 | — | 4,103 | 3,023 | | March 1, 2027 | 27,971 | — | — | 1,252 | 24,206 | 12,769 | 8,769 | | March 26, 2027 | 14,004 | — | — | 1,167 | 14,004 | 4,084 | 3,034 | | March 1, 2028 | 15,101 | — | — | 798 | — | 7,092 | 4,985 | | March 26, 2028 | 14,003 | — | — | 1,167 | 14,003 | 4,084 | 3,034 | | October 8, 2028 | — | 21,634 | — | — | — | | | | RSU Total | 146,378 | 21,634 | — | 8,028 | 90,705 | 60,067 | 42,036 | | PSUs: | | | | | | | | | December 31, 2026 | 22,385 | — | — | 1,056 | — | 10,260 | 7,069 | | December 31, 2027 | 32,065 | — | — | 2,671 | 32,065 | 9,352 | 6,948 | | PSU Total | 54,450 | — | — | 3,727 | 32,065 | 19,612 | 14,017 |

  50. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Stock-Settled Stock Appreciation Rights | | | | | Executive Officer | Number of Unexercised SSARS (Exercisable) | Number of Unexercised SSARs (Unexercisable) | Exercise Price(a) | Expiration Date | | Michael J. Maddox(b) | 17,292 | $— | $14.01 | June 1, 2030 | | | 38,142 | $— | $9.37 | January 24, 2028 | | | 40,050 | $— | $21.35 | July 26, 2033 | | | 15,257 | $— | $11.24 | May 1, 2028 |

  51. Outstanding Equity Awards at 2025 Fiscal Year End

    ___________________________________________ (a) Represents exercise price as adjusted pursuant to the terms of the Merger Agreement. (b) Mr. Maddox exercised all of his SSARs on February 3, 2026, after his separation from the Company. 3.For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “2025 Compensation Determinations-Treatment of Outstanding Equity Awards Upon the Merger” above. 4.Subject to the terms of the Jones Separation Agreement, Mr. Jones forfeited all of his outstanding unvested equity awards as of the end of his employment. 5.Subject to the terms of the Maddox Separation Letter, all of Mr. Maddox’s outstanding unvested equity awards vested in full, with any performance-based vesting conditions deemed satisfied at target, as of the end of his employment. We grant equity awards to our NEOs under the Amended 2020 Plan. Under the Amended 2020 Plan, which was adopted by our board and approved by our stockholders on May 24, 2023, the Compensation Committee has discretion to issue a broad variety of awards, including nonqualified and incentive stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock and cash-based awards to directors, key employees, and other service providers. The Amended 2020 Plan was designed to assist First Busey in attracting, retaining, and rewarding key employees and directors and align their interests with our stockholders. The Amended 2020 Plan reserved shares of common stock for issuance, in addition to unused shares under our prior equity plans. We are requesting approval of the Second Amended Plan at the 2026 Annual Meeting to increase the number of shares authorized for issuance by 2,100,000. Award terms and conditions, as determined by the Compensation Committee, are set forth in individual agreements with the participant. The Amended 2020 Plan also enables the Compensation Committee to set specific performance criteria that must be met before an award will vest. In general, unvested awards are forfeited upon a participant’s termination of employment. However, acceleration of vesting and exercise privileges may be permitted in accordance with the terms of the Amended 2020 Plan and the award agreements thereunder when a participant incurs a qualifying termination of employment following a change in control of First Busey, or when the participant’s employment terminates due to death, disability, or a qualifying retirement. Specifically, upon a participant’s termination without cause or resignation for good reason following a change in control, unvested RSUs and PSUs will vest in full, with PSUs vesting at the actual level of performance through the date of the change in control. Upon a participant’s termination due to death or disability, unvested RSUs and PSUs will vest in full, with PSUs vesting at the target level of performance. Awards also may vest upon a participant’s retirement on or after attainment of age 62 with at least 10 years of qualifying service and specified written notice (“Retirement with Full Service”), or upon a participant’s retirement on or after attainment of age 62 with fewer than 10 years of qualifying service and specified written notice (“Retirement with Partial Service”). Upon a Retirement with Full Service, a participant’s unvested RSUs granted at least one year prior to the retirement date will vest in full, and a participant’s unvested PSUs granted at least one year prior to the retirement date remain eligible to vest at the end of the performance period based upon actual performance. Upon a Retirement with Partial Service, a pro rata number of a participant’s unvested RSUs granted at least one year prior to the retirement date will vest, based upon the number of months the participant was employed following the grant date, and a pro rata number of a participant’s unvested PSUs granted at least one year prior to the retirement date will vest at the end of the performance period, based upon actual performance and the number of months in the performance period during which the participant was employed.

  52. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 Our NEOs did not exercise any Options in 2025. RSU and PSU vesting information in 2025 by NEO is as follows:

  53. Option Exercises and Stock Vested in 2025

    | Executive Officer | Number of Shares Vested (#)1 | Value Realized on Vesting ($)2 | | Van A. Dukeman | 66,600 | $1,598,624 | | Christopher H.M. Chan | — | $— | | Jeffrey D. Jones | — | $— | | Scott A. Phillips | 2,413 | $57,931 | | Michael J. Maddox | — | $— | | Amy L. Randolph | 29,383 | $705,284 | | Monica L. Bowe | 19,588 | $470,172 |

  54. Option Exercises and Stock Vested in 2025

    ___________________________________________ 1.All vested stock awards reflected in this table include dividend equivalents earned during the vesting period. 2.Amounts reflect the value realized upon vesting of RSUs based on the closing price of First Busey’s common stock of $24.00 on the July 7, 2025 vesting date and vesting of Earned ROATCE PSUs based on the closing price of First Busey’s common stock of $24.02 on the December 5, 2025 vesting date.

  55. Potential Payments Upon Termination or Change in Control Disclosure

    Potential Payments Upon Termination or Change in Control Disclosure Quantitative Disclosure of Potential Payments Upon Termination or Change in Control The following table shows potential payments to our NEOs following certain termination events, including a termination following a change in control of First Busey. The amounts shown assume that each termination was effective as of December 31, 2025 and are estimates of the amounts that would be paid to the executives upon termination. The actual amounts to be paid can only be determined at the actual time of an executive’s termination.

  56. Potential Payments Upon Termination or Change in Control Disclosure

    | Executive Officer | Type of Payment | Involuntary Termination (No Change in Control)1 | Termination Due to Disability or Death | Qualifying Retirement 3 | Change in Control | | | | | | | | | Involuntary Termination 1, 4 | Voluntary Termination 5 | No Termination | | Van A. Dukeman | Cash Severance Payment | $11,201,502 | $8,794,420 | — | $11,201,502 | $5,635,755 | — | | | Life, Health & Disability | $26,534 | $26,534 | — | $79,602 | $79,602 | — | | | Acceleration of Equity Awards 2 | $3,145,267 | $5,110,922 | $3,056,556 | $4,907,535 | — | — | | Christopher H.M. Chan | Cash Severance Payment | $1,343,100 | $143,100 | — | $2,543,100 | — | — | | | Health | $15,261 | — | — | $22,892 | $22,892 | — | | | Acceleration of Equity Awards 2 | — | 514,678 | — | $514,678 | — | — | | Scott A. Phillips | Cash Severance Payment | $730,000 | $315,000 | — | $730,000 | — | — | | | Health | $15,513 | — | — | $15,513 | $15,513 | — | | | Acceleration of Equity Awards 2 | $138,928 | $302,735 | — | $285,789 | — | — | | Michael J. Maddox | Cash Severance Payment | $9,727,306 | $5,284,639 | — | $9,727,306 | $5,551,747 | — | | | Health | $2,656 | $2,656 | — | $2,656 | $2,656 | — | | | Acceleration of Equity Awards 2 | $1,158,430 | $3,124,086 | $1,158,430 | $2,920,699 | — | — | | Amy L. Randolph | Cash Severance Payment | $2,971,365 | $1,895,430 | — | $4,047,300 | — | — | | | Health | $284 | — | — | $426 | $426 | — | | | Acceleration of Equity Awards 2 | $1,441,074 | $2,014,385 | — | $1,955,062 | — | — | | Monica L. Bowe | Cash Severance Payment | $2,353,398 | $1,494,893 | — | $3,211,903 | — | — | | | Health | $9,481 | — | — | $14,221 | $14,221 | — | | | Acceleration of Equity Awards 2 | $992,645 | $1,418,532 | — | $1,374,463 | — | — |

  57. Potential Payments Upon Termination or Change in Control Disclosure

    1.Involuntary Termination includes termination by First Busey without Cause or by the NEO for Good Reason or due to Constructive Discharge as each term is defined in the applicable employment agreements. 2.The value of the acceleration of RSUs and PSUs was determined based on the December 31, 2025, closing price of First Busey’s common stock of $23.79 per share. In accordance with their terms, RSUs and PSUs included here are also eligible for dividend equivalents. The PSUs reflected above do not include dividend equivalents. See the “Grant of Awards” table above for a description of how dividend equivalents relating to RSUs and PSUs are accrued and vested. For additional information with respect to the treatment of the RSU and PSU awards in connection with the Merger, see the heading “2025 Compensation Determinations-Treatment of Outstanding Equity Awards Upon the Merger” above. 3.The value of the acceleration of PSUs was determined based on actual performance as of December 31, 2025. For Mr. Maddox, the amount reflects the value of his legacy CrossFirst RSUs that will continue to vest in accordance with their original vesting schedules upon the termination of his employment due to a qualifying retirement pursuant to the CrossFirst 2018 Omnibus Equity Incentive Plan. A Qualifying Retirement could also be deemed to occur at the time of a change in control. 4.For each of the NEOs, amounts set forth are gross amounts payable upon a termination without Cause or a resignation by the executive for Good Reason in connection with a Change in Control, as each term is defined in the applicable employment agreements. Such amounts are subject to 280G cutback provisions, which may result in a reduced payment. 5.If a voluntary termination is also a Qualifying Retirement, equity acceleration would be as reflected in that column. As reflected in the table above, each NEO’s outstanding RSUs and PSUs, as reflected in the “Outstanding Equity Awards at Fiscal Year End” table above vest upon the occurrence of the stated event in connection with a change in control of First Busey or upon a termination of the officer’s service due to the officer’s death or disability under the terms of the Amended 2020 Plan and the award agreements thereunder. As noted under the heading February 2025 Departure of Jeffrey D. Jones above, Mr. Jones separated from his employment with the Company effective February 18, 2025. Consistent with the terms of his employment agreement in connection with a termination by the Company without “cause” (as such term is defined in his employment agreement), and under the terms of the Jones Separation Agreement, subject to the effectiveness of a release of claims, Mr. Jones received or will receive, as applicable, (a) cash severance in the amount of $1,045,935, representing the sum of one year of base salary and the amount of his last annual bonus from 2024, payable in substantially equal installments over a one (1)-year period starting within sixty (60) days following the date of Mr. Jones’ separation, (b) a pro-rated annual bonus for 2025 of $62,101, which was determined based on actual performance for the 2025 performance year and paid to Mr. Jones in March 2026, (c) a cash payment in the amount of $637,712, reflecting the pro rata value of his unvested RSUs granted in 2020 that were scheduled to vest in 2025 that he forfeited upon his separation from employment, and (d) reimbursement for up to one (1) year of continued health insurance coverage under COBRA, payable upon receipt of appropriate documentation. Mr. Jones’ outstanding unvested equity awards were forfeited upon his separation from employment pursuant to the terms of the relevant plan and award agreements. Executive Employment Agreements Each of our NEOs other than Mr. Jones and Mr. Maddox is a party to an employment agreement with First Busey. Until the time of their separation from employment, each of Mr. Jones and Mr. Maddox was also a party to such an agreement. When reading the following description of the employment agreements, it is important to note that certain provisions described below may be impacted by the consummation of the Merger as described in more detail under the heading “Changes in Executive Compensation in 2025 as a Result of the Merger”. As a term of the employment agreements, each NEO is subject to a confidentiality provision and a non-competition covenant following the termination of his or her respective employment that applies through the end of the Specified Period in the case of Mr. Dukeman and Mr. Maddox, and for one year for all other NEOs. Additionally, the NEOs other than Mr. Dukeman are also subject to a one-year non-solicitation covenant of employees and clients following a termination of employment. As noted under the heading “Changes in Executive Compensation in 2025 as a Result of the Merger-Letter Agreements-Dukeman Letter Agreement.” above, the Dukeman Employment Agreement was modified by the Dukeman Letter Agreement. The Dukeman Employment Agreement automatically renews each year unless either party provides notice of non-renewal. The Dukeman Employment Agreement sets forth basic terms and conditions of Mr. Dukeman’s employment with First Busey, including a right to an annual base salary, annual performance bonuses and profit-sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans. The Dukeman Letter Agreement provides that in the event that, prior to the end of the Specified Period, (a) the Succession Plan does not occur and Mr. Dukeman resigns in accordance with his constructive discharge rights or (b) Mr. Dukeman’s employment is terminated without cause or he resigns in accordance with his constructive discharge rights, Mr. Dukeman will be entitled, subject to the effectiveness of a release, to (i) any annual bonus or long-term incentive award earned or accrued but not yet paid, (ii) the greater of (A) an amount equal to the sum of (x) his then applicable base salary through the remainder of the Specified Period and (y) annual performance bonuses (based on his then most recent annual performance bonus) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to the sum of his then applicable annual base salary and then most recent annual performance bonus, (iii) payment for the value of the contributions that would have been made to Mr. Dukeman under all applicable retirement and other employee benefit plans had his employment continued through December 31 of the year in which such termination of employment occurs and (iv) continuing coverage under all existing life, health and disability programs for one (1) year following his termination date. Additionally, (a) all of Mr. Dukeman’s outstanding RSUs will accelerate and vest in full and settle at the earliest time permitted without triggering a tax or penalty under Section 409A of the Internal Revenue Code and (b) the service condition with respect to his then-outstanding PSUs will be waived and such awards will remain outstanding and eligible to vest based on achievement of the relevant performance metrics at the end of the applicable performance period. In the event of any such termination, or in the event of a termination of Mr. Dukeman’s employment due to his death or disability, in each case, prior to the one-year anniversary of the Effective Time, Mr. Dukeman would also be entitled to receive the Dukeman Retention Payment in a lump sum, which would not be subject to the clawback described below. If Mr. Dukeman is terminated for cause or resigns other than due to constructive discharge (in each case, as defined in the Dukeman Employment Agreement), (a) between the payment date of the Dukeman Retention Payment and the two (2)-year anniversary of the Effective Time, Mr. Dukeman will

  58. Potential Payments Upon Termination or Change in Control Disclosure

    promptly repay two-thirds of the Dukeman Retention Payment or (b) between the two (2)-year and three (3)-year anniversaries of the Effective Time, Mr. Dukeman will promptly repay one-third of the Dukeman Retention Payment. Mr. Dukeman is no longer entitled to the Section 280G of the Internal Revenue Code excise tax gross-up set forth in the Dukeman Employment Agreement. Each of Mr. Chan, Ms. Randolph and Ms. Bowe are, and, prior to his separation from First Busey in February 2025, Mr. Jones was, party to the same form of employment agreement with First Busey, which such form is referred to as the “agreement” and has its terms described in this paragraph. Each executive’s agreement automatically renews each year unless either party delivers notice of non-renewal. The agreement generally reflects the terms and conditions of the executive’s employment, including an annual base salary, annual performance bonus opportunity, and eligibility for profit sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans, plus a $1.5 million life insurance policy for each executive. The agreement also provides for severance under the circumstances described below. In the event that an executive’s employment is terminated by First Busey other than for cause or disability or the agreement terminates due to First Busey’s non-renewal of such agreement or if the executive terminates for good reason, the executive (or a beneficiary) will receive a severance payment equal to the sum of the applicable annual base salary plus the amount of the most recent performance bonus (the “Severance Payment”). In the case of Ms. Randolph and Ms. Bowe, the executive will also be entitled to receive a lump sum payment equal to any unpaid portion of the executive’s Retention Bonus pursuant to the executive’s retention agreement with First Busey. The executive will also be entitled to receive continued health insurance at the same cost as during the executive’s employment for a period of one year following the effective date of termination. If First Busey or its successor terminates the executive’s employment without cause, or if the executive terminates for good reason within 180 days prior to, or within two years following, a change in control of the Company, the executive will be entitled to receive a lump sum payment equal to two times the Severance Payment. In the case of Ms. Randolph and Ms. Bowe, the executive will also be entitled to receive a lump sum payment equal to any unpaid portion of the executive’s Retention Bonus pursuant to the executive’s retention agreement with First Busey. The executive will also be entitled to receive a lump sum payment in lieu of continuing health care in an amount equal to 18 months of continuation coverage pursuant to COBRA. All severance benefits are subject to reduction if such reduction would result in a better net-after-tax result for the executive after taking into account the impact of the golden parachute rules of Sections 280G and 4999 of the Internal Revenue Code. In addition to the severance payments referred to above, if First Busey terminates the executive’s employment other than for cause, the executive resigns for good reason, or upon the executive’s death or disability, the executive would be entitled to payment of a pro-rated annual incentive bonus through the date of termination. Any payments made to an executive in connection with a termination of employment are contingent upon the executive’s execution of an effective release of claims. As noted above, Mr. Jones separated from employment with First Busey in February 2025. To understand the impact of Mr. Jones’ separation from service, refer to the discussion above under the heading “NEO Departures-February 2025 Departure of Jeffrey D. Jones.” Mr. Phillips is also party to an employment agreement with First Busey (the “Phillips Employment Agreement”), which has its terms described in this paragraph. The Phillips Employment Agreement automatically renews each year unless either party delivers notice of non-renewal. The Phillips Employment Agreement generally reflects the terms and conditions of Mr. Phillips’ employment, including an annual base salary, annual performance bonus opportunity, and eligibility for profit sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans, plus a $500,000 life insurance policy for Mr. Phillips. The Phillips Employment Agreement also provides for severance under the circumstances described below. In the event that Mr. Phillips’ employment is terminated by First Busey other than for cause or disability or the Phillips Employment Agreement terminates due to First Busey’s non-renewal of such agreement or if Mr. Phillips terminates for good reason, Mr. Phillips (or a beneficiary) will receive a severance payment equal to the sum of his applicable annual base salary plus the amount of his most recent performance bonus (the “Phillips Severance Payment”). Mr. Phillips will also be entitled to receive a lump sum payment equal to any unpaid portion of his Retention Bonus. Mr. Phillips will also be entitled to receive continued health insurance at the same cost as during his employment for a period of one year following the effective date of termination. If First Busey or its successor terminates Mr. Phillips’ employment without cause, or if Mr. Phillips terminates for good reason within one year following, a change in control of the Company, Mr. Phillips will be entitled to receive a lump sum payment equal to the Severance Payment. Mr. Phillips will also be entitled to receive a lump sum payment equal to any unpaid portion of his Retention Bonus. Mr. Phillips will also be entitled to receive a lump sum payment in lieu of continuing health care in an amount equal to 12 months of continuation coverage pursuant to COBRA. All severance benefits are subject to reduction if such reduction would result in a better net-after-tax result for Mr. Phillips after taking into account the impact of the golden parachute rules of Sections 280G and 4999 of the Internal Revenue Code. Any payments made to Mr. Phillips in connection with a termination of employment are contingent upon this execution of an effective release of claims. Prior to Mr. Maddox’s separation from First Busey in January 2026, his employment agreement automatically renewed each year unless either party provided notice of non-renewal. Mr. Maddox’s Employment Agreement set forth basic terms and conditions of Mr. Maddox’s employment with First Busey, including a right to an annual base salary, annual performance bonuses and profit-sharing benefits in accordance with First Busey’s plans, as well as participation generally in First Busey’s other employee benefit plans. In the event that Mr. Maddox experienced a Qualifying Termination, Mr. Maddox was entitled to receive, and did receive, certain payments and benefits, as described above in more detail under the heading “Changes in Executive Compensation in 2025 as a Result of the Merger-Letter Agreements-Maddox Letter Agreement” and the heading “NEO Departures-January 2026 Departure of Michael J. Maddox.”

  59. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC adopted Item 402(u) of Regulation S-K, which requires annual disclosure of the ratio of the annual total compensation of the principal executive officer to the median employee’s annual total compensation. This ratio is commonly referred to as the “CEO Pay Ratio.” First Busey’s principal executive officer is Mr. Dukeman, the Chairman, President and Chief Executive Officer. In determining the median employee, a list of all active full-time and part-time employees as of December 31, 2025, exclusive of Mr. Dukeman, was prepared with their corresponding annual total W‑2 compensation as reflected in our payroll records. Compensation was annualized for any individual not employed for the full year of 2025. Employees were ranked from lowest to highest based on annual total compensation. The annual total compensation of the median employee was calculated in the same manner as the total compensation disclosed for Mr. Dukeman in the Summary Compensation Table. For 2025, the annual total compensation of the median employee was $76,472, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above, was $4,030,080. Based on this information, the ratio of annual total compensation of our Chief Executive Officer to annual total compensation of the median employee was approximately 52.7 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  60. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S‑K, we are providing the following information about the relationship between executive compensation actually paid (as determined under SEC rules) and certain financial performance of the Company.

  61. Pay Versus Performance Table

    Pay Versus Performance Table

  62. Pay Versus Performance Table

    | Year | Total Compensation for CEO | Compensation Actually Paid to CEO1 | Average Total for Other NEOs | Average Compensation Actually Paid to Other NEOs1 | Value of $100 Initial Fixed Investment Based on TSR2 | Value of $100 Initial Fixed Investment Based on 10‑K Peer Group TSR3 | Net Income ($000's) | Company Selected Measure - Core Earnings Per Share4 | | 2025 | $4,030,080 | $4,237,640 | $2,069,028 | $2,058,569 | $135 | $153 | $135,262 | $2.53 | | 2024 | $2,847,082 | $2,431,467 | $1,362,825 | $1,196,424 | $128 | $143 | $113,691 | $2.09 | | 2023 | $2,179,159 | $2,542,829 | $1,079,862 | $674,115 | $130 | $127 | $122,565 | $2.27 | | 2022 | $2,494,467 | $2,234,208 | $1,272,385 | $1,162,227 | $124 | $127 | $128,311 | $2.38 | | 2021 | $2,116,540 | $3,053,103 | $1,096,599 | $1,630,556 | $131 | $137 | $123,449 | $2.40 |

  63. Pay Versus Performance Table

    1.Amounts represent executive compensation actually paid to our CEO and the average executive compensation actually paid to our NEOs for the relevant fiscal year. Executive compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  64. Pay Versus Performance Table

    | | 2025 | | Summary Compensation for CEO Van A. Dukeman | $4,030,080 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | $(1,939,686) | | Addition for the fair value of equity awards granted and related dividend equivalents during the year that remain outstanding and unvested as of year-end | $1,972,105 | | Addition for the change in fair value of awards granted in prior years that were unvested as of year-end and related dividend equivalents | $108,617 | | Addition for the change in fair value of awards granted in prior years that vested during year and dividends paid | $66,524 | | Compensation Actually Paid to CEO | $4,237,640 | | | 2025 | | Average Summary Compensation for NEOs | $2,069,028 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | $(571,264) | | Addition for the fair value of equity awards granted and related dividend equivalents during the year that remain outstanding and unvested as of year-end | $854,029 | | Addition for the change in fair value of awards granted in prior years that were unvested as of year-end and related dividend equivalents | $21,553 | | Addition for the change in fair value of awards granted in prior years that vested during year and dividends paid | $12,066 | | Addition for the change in fair value of awards that were forfeited during the year | $(326,843) | | Average Compensation Actually Paid to NEOs | $2,058,569 | | NEOs included in Average Summary Compensation and average compensation actually paid(a) | | | Christopher H.M. Chan Jeffrey D. Jones Scott A. Phillips Michael J. Maddox Amy L. Randolph Monica L. Bowe | |

  65. Pay Versus Performance Table

    (a)Robin N. Elliott was an NEO in 2021, 2022 and 2023 and was therefore included for those years. John J. Powers was an NEO in 2021, 2022, 2023 and 2024 and was therefore included for those years. Mr. Chan, Mr. Phillips and Mr. Maddox were not NEOs in 2021, 2022, 2023 or 2024 and were therefore not included for those years. Ms. Bowe was not an NEO in 2021 or 2022 and was therefore not included for those years. 2.Based on initial investment of $100 as of December 31, 2020. 3.Based on initial investment of $100 as of December 31, 2020, and a cumulative Total Stockholder Return of First Busey and the KBW Nasdaq Regional Banking Index. 4.Core Earnings Per Share is the same as adjusted diluted earnings per share, a non-GAAP financial measure. Beginning in 2025, the Company revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and non-recurring deferred tax adjustments. Adjusted diluted earnings per share equals (i) the sum of (A) adjusted net income, plus (B) balance sheet repositioning, net securities (gains) losses, initial provision for credit losses, acquisition expenses, restructuring expenses and the tax benefit related to the foregoing, divided by (ii) the weighted average number of common shares outstanding on a diluted basis. For additional information on adjusted diluted earnings per share and a reconciliation to the most directly comparable GAAP financial measure, see the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 under the heading “Non-GAAP Financial Information.”

  66. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial and non-financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025: •Core Earnings Per Share •Asset Quality Ratio •Non-Bank Revenue (Fee Income) •Core Deposit Growth •Strategic Integration Goal •Relative Total Stockholder Return •Core Return on average Tangible Common Equity

  67. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our NEOs, with •The Company’s cumulative TSR and the Peer Group’s cumulative TSR •The Company’s Net Income •The Company Selected Measure, which is Core EPS For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 26.