FIRST BUSEY CORP /NV/

First Busey Corporation is an $18.10 billion financial holding company ¹ organized in Nevada in 1980 and headquartered in Leawood, Kansas. The company conducts the business of banking and provides related banking services, asset management, brokerage, and fiduciary services through Busey Bank, and provides payment technology solutions through FirsTech. Busey Bank is an Illinois state-chartered bank headquartered in Champaign, Illinois, initially founded in 1868, and now has a total of 79 banking centers across 10 states ², with 50 in Illinois, nine in Missouri, four in Texas, three in Colorado, three in Florida, three in Kansas, three in Oklahoma, two in Arizona, one in Indiana, and one in New Mexico. Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities. Commercial services include commercial, CRE, real estate construction, and agricultural loans, as well as commercial depository services such as cash management. Retail banking services include residential real estate, home equity lines of credit, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through Busey Bank's banking centers, automated teller machines, and technology-based networks. Busey Bank's principal sources of income are interest and fees on loans and investments, wealth management fees, service fees, and payment technology solutions revenue. Principal expenses are interest paid on deposits and borrowings and general operating expenses. Busey Bank provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations through its Wealth Management business. As of December 31, 2025, $15.66 billion of assets were under care ³. FirsTech, a wholly owned subsidiary of Busey Bank, delivers technology-enabled payment processing solutions to business clients across the United States, operating a multi-channel payments platform that facilitates the collection and processing of consumer payments through a variety of electronic and in-person methods. FirsTech serves clients across a broad range of industries, with a significant concentration in regulated sectors such as financial services, utilities, insurance, and telecommunications.

Busey Bank competes actively with national and state banks, savings and loan associations, and credit unions for deposits and loans. Busey Bank competes for real estate and other loans primarily on the basis of type of loan, interest rates and loan fees, and the quality of services provided. Busey Bank and FirsTech compete with other financial institutions, including asset management and trust companies, security broker/dealers, personal loan companies, insurance companies, finance companies, leasing companies, mortgage companies, payment technology solution companies, financial technology companies, digital asset providers, and certain governmental agencies. Busey Bank faces substantial competition in attracting deposits from other commercial banks, savings institutions, digital banks, money market and mutual funds, credit unions, insurance agencies, brokerage firms, and other investment vehicles. Based on information obtained from the FDIC Summary of Deposits dated June 30, 2025, out of 349 financial institutions headquartered in the State of Illinois, Busey Bank ranked fourth in total deposits within the Illinois market ⁴. Further, Busey Bank ranked in the top 10 in total deposits in nine Illinois counties, as well as two Kansas counties and two New Mexico counties. Busey Bank attracts a significant amount of deposits through its banking centers, primarily from the communities in which those banking centers are located; therefore, competition for those deposits is principally from other commercial banks, savings institutions, and credit unions located in the same communities. Busey Bank competes for deposits by offering a variety of deposit accounts at competitive rates, high-quality customer service, convenient business hours, technology enabled solutions including internet and mobile banking, and convenient banking centers with inter-branch deposit and withdrawal privileges.

Busey generates revenue through interest and fees on loans and investments, wealth management fees, service fees, and payment technology solutions revenue. The company's core business model is relationship banking, emphasizing primary banking relationships with borrowers that include an active deposit banking relationship in addition to the lending relationship. Busey's approach to lending and its underwriting standards are designed to emphasize relationship banking rather than transactional banking. The company's financial strength is built on a long-term conservative operating approach, and the quality of Busey's core deposit franchise is a critical value driver of the institution. Busey remains substantially core deposit funded, with robust liquidity. As of December 31, 2025, Busey's loan to deposit ratio was 91.0% ⁵ and core deposits represented 93.7% of total deposits ⁶. Busey's credit performance reflects its highly diversified, conservatively underwritten loan portfolio. As a matter of both policy and practice, Busey limits concentration exposures in any particular loan segment. Busey's conservative banking strategy is reflected in the strength of its capital base; at December 31, 2025, Busey's leverage ratio of Tier 1 capital to average assets was 11.9% ⁷, its common equity Tier 1 capital to risk weighted assets ratio was 12.4% ⁸, and its total capital to risk weighted assets ratio was 15.9% ⁹.

Busey's lending activities can be summarized into five primary lending activities, which can be further categorized as either commercial or retail lending. Commercial lending activities consist of C&I and other commercial loans, CRE loans, and real estate construction loans while retail lending activities consist of retail real estate loans and retail other loans. As of December 31, 2025, total portfolio loans were $13,567,799 thousand ¹⁰, with commercial loans comprising $10,818,515 thousand ¹¹ and retail loans comprising $2,749,284 thousand ¹². Within commercial loans, C&I and other commercial loans were $4,229,208 thousand ¹³, CRE loans were $5,550,018 thousand ¹⁴, and real estate construction loans were $1,039,289 thousand ¹⁵. Within retail loans, retail real estate loans were $2,154,616 thousand ¹⁶ and retail other loans were $594,668 thousand ¹⁷. The allowance for credit losses was $174,023 thousand ¹⁸, resulting in portfolio loans, net of $13,393,776 thousand ¹⁹. Busey Bank originates loans across its regional operating model and through its specialty product lines, including Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending. The distribution of Busey Bank loans outstanding as of December 31, 2025, by region of origination was: East $3,970,497 thousand ²⁰, Midwest $3,270,502 thousand ²¹, Central $2,023,436 thousand ²², Texas $1,785,923 thousand ²³, West $1,007,613 thousand ²⁴, and Verticals $1,509,828 thousand ²⁵. Wealth management fees were $69,426 thousand for the year ended December 31, 2025 ²⁶, and payment technology solutions income was $20,000 thousand ²⁷. As of December 31, 2025, Busey's Wealth Management division had $15.66 billion in assets under care ²⁸.

Busey's investment securities portfolio consists of debt securities available for sale and debt securities held to maturity. As of December 31, 2025, the fair value of debt securities available for sale was $2,162,548 thousand ²⁹, and the amortized cost was $2,300,845 thousand ³⁰, with a net unrealized loss of $138.3 million ³¹. The composition of debt securities available for sale included obligations of U.S. government corporations and agencies of $112,046 thousand ³², obligations of states and political subdivisions of $263,873 thousand ³³, asset-backed securities of $265,580 thousand ³⁴, commercial mortgage-backed securities of $132,942 thousand ³⁵, residential mortgage-backed securities of $1,344,416 thousand ³⁶, and corporate debt securities of $43,691 thousand ³⁷. As of December 31, 2025, the amortized cost of debt securities held to maturity was $746,385 thousand ³⁸, and the fair value was $625,957 thousand ³⁹, with gross unrecognized losses of $120.4 million ⁴⁰. The composition of debt securities held to maturity included commercial mortgage-backed securities of $367,825 thousand ⁴¹ and residential mortgage-backed securities of $378,560 thousand ⁴². Pledged securities totaled $744.2 million, or 25.6% of total debt securities, as of December 31, 2025 ⁴³. The fair value of equity securities was $14.9 million as of December 31, 2025 ⁴⁴.

On March 1, 2025, Busey completed its acquisition of CrossFirst Bankshares, Inc. and its wholly-owned subsidiary, CrossFirst Bank ⁴⁵. This transformative partnership helped create a premier commercial bank spanning 10 states. CrossFirst Bank's results of operations were included in Busey's results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025 ⁴⁶. At the time of the bank merger, CrossFirst Bank's banking centers became banking centers of Busey Bank. On April 1, 2024, Busey completed its acquisition of Merchants and Manufacturers Bank Corporation and its wholly-owned subsidiary, Merchants and Manufacturers Bank ⁴⁷. This partnership added M&M's Life Equity Loan products to Busey's existing suite of services and expanded Busey's presence in the suburban Chicago market. During the year ended December 31, 2025, Busey purchased 3,063,100 shares of its common stock pursuant to the Stock Repurchase Plan at a weighted average price of $22.81 per share ⁴⁸. As of December 31, 2025, Busey had 4,856,175 shares that may still be purchased under the Stock Repurchase Plan ⁴⁹. During the fourth quarter of 2025, Busey purchased 1,251,100 shares of its common stock pursuant to the Stock Repurchase Plan at a weighted average price of $23.84 per share ⁵⁰. On December 4, 2025, the board of directors authorized an additional 4,000,000 shares for repurchase under the Stock Repurchase Plan ⁵¹. On May 29, 2025, the board of directors authorized an additional 2,000,000 shares for repurchase ⁵². Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026 ⁵³. On August 18, 2025, Busey opened its second Denver service center, located in the Cherry Creek North neighborhood ⁵⁴.

Net income for the year ended December 31, 2025 was $135,262 thousand ⁵⁵, compared to $113,691 thousand ⁵⁶ for the year ended December 31, 2024, and $122,565 thousand ⁵⁷ for the year ended December 31, 2023. Net income available to common stockholders was $125,386 thousand ⁵⁸ for 2025, compared to $113,691 thousand ⁵⁹ for 2024, and $122,565 thousand ⁶⁰ for 2023. Diluted earnings per common share were $1.47 ⁶¹ for 2025, compared to $1.98 ⁶² for 2024, and $2.18 ⁶³ for 2023. Adjusted net income (Non-GAAP) was $224,974 thousand ⁶⁴ for 2025, compared to $120,033 thousand ⁶⁵ for 2024, and $127,763 thousand ⁶⁶ for 2023. Adjusted diluted earnings per common share (Non-GAAP) were $2.53 ⁶⁷ for 2025, compared to $2.09 ⁶⁸ for 2024, and $2.27 ⁶⁹ for 2023. Return on average assets was 0.76% ⁷⁰ for 2025, compared to 0.94% ⁷¹ for 2024, and 1.00% ⁷² for 2023. Return on average tangible common equity (Non-GAAP) was 7.48% ⁷³ for 2025, compared to 11.65% ⁷⁴ for 2024, and 14.62% ⁷⁵ for 2023. Adjusted return on average tangible common equity (Non-GAAP) was 12.83% ⁷⁶ for 2025, compared to 12.30% ⁷⁷ for 2024, and 15.24% ⁷⁸ for 2023. Pre-provision net revenue (Non-GAAP) was $250,109 thousand ⁷⁹ for 2025, compared to $166,901 thousand ⁸⁰ for 2024, and $158,963 thousand ⁸¹ for 2023. Adjusted pre-provision net revenue (Non-GAAP) was $304,802 thousand ⁸² for 2025, compared to $167,317 thousand ⁸³ for 2024, and $172,290 thousand ⁸⁴ for 2023.

Busey's growth strategy includes expansion through acquisitions, as demonstrated by the 2025 acquisition of CrossFirst Bankshares, Inc. and the 2024 acquisition of Merchants and Manufacturers Bank Corporation. The CrossFirst acquisition helped create a premier commercial bank spanning 10 states. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026 ⁸⁵. Busey also continues to expand its branch network, having added 17 banking centers largely in connection with the CrossFirst acquisition, and on August 18, 2025, Busey opened its second Denver service center, located in the Cherry Creek North neighborhood ⁸⁶. Busey operates in several industry verticals, including Life Equity Lending, Sponsor Finance, Energy Lending, and SBA Lending, which transcend geographical boundaries and represent growth vectors.

Busey's growth is also driven by its Wealth Management business, which had $15.66 billion in assets under care as of December 31, 2025 ⁸⁷, compared to $13.83 billion as of December 31, 2024 ⁸⁸. Wealth management fees increased by 9.1% to $69.4 million for 2025 ⁸⁹, compared to $63.6 million for 2024 ⁹⁰. Busey's portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets. Additionally, FirsTech delivers technology-enabled payment processing solutions to business clients across the United States, serving clients across a broad range of industries with a significant concentration in regulated sectors such as financial services, utilities, insurance, and telecommunications. Busey continues to evaluate and execute off-balance sheet hedging and balance sheet strategies as well as embedding rate protection in asset originations to provide stabilization to net interest income in lower rate environments.

The adjusted efficiency ratio (Non-GAAP) improved to 55.8% for the year ended December 31, 2025 ⁹¹, compared to 61.3% for the year ended December 31, 2024 ⁹², representing a decrease of 550 bps. The efficiency ratio (Non-GAAP) was 63.2% for the year ended December 31, 2025 ⁹³, compared to 62.0% for the year ended December 31, 2024 ⁹⁴. Operating costs have been influenced by acquisition expenses and other restructuring costs. Acquisition and restructuring expenses contributed $54.6 million to total noninterest expense for the year ended December 31, 2025 ⁹⁵, compared to $8.1 million for the comparable period in 2024 ⁹⁶. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026 ⁹⁷.

As of December 31, 2025, Busey and its subsidiaries had a total of 1,914 full-time equivalents ⁹⁸. During 2025, Busey added 17 banking centers, largely in connection with the CrossFirst acquisition, resulting in the expansion of Busey's workforce, including the addition of 405 full-time equivalent associates ⁹⁹. Busey continues to invest in technology infrastructure, with data processing expense increasing to $43.2 million for 2025 ¹⁰⁰, compared to $27.1 million for 2024 ¹⁰¹. Excluding acquisition and restructuring expenses, data processing expense was $36.2 million for 2025 ¹⁰², compared to $26.6 million for 2024 ¹⁰³, representing an increase of 36.2%. Increases were primarily attributable to Company-wide investments in technology enhancements, as well as inflation-driven price increases.

The filing does not provide specific R&D spending levels, capital expenditure plans, or dividend policy figures beyond the existing share repurchase authorization. Under the Stock Repurchase Plan, Busey's board of directors has authorized shares for repurchase, with the most recent authorizations being 2,000,000 shares on May 29, 2025 ¹⁰⁴ and 4,000,000 shares on December 4, 2025 ¹⁰⁵. As of December 31, 2025, Busey had 4,856,175 shares that may still be purchased under the Stock Repurchase Plan ¹⁰⁶. During the year ended December 31, 2025, Busey purchased 3,063,100 shares of its common stock pursuant to the Stock Repurchase Plan at a weighted average price of $22.81 per share ¹⁰⁷.

Busey faces headwinds from elevated interest rates and persistent inflation above the Federal Reserve's 2% target, which continue to pressure borrowing costs and consumer confidence. Fiscal imbalances, including a large federal deficit and rising debt-service obligations, add longer-term uncertainty. Geopolitical conflicts across the globe, including conflicts in the Middle East, the Russian invasion of Ukraine, and the recent military activity in Venezuela, sustain volatility in energy and trade markets, while domestic labor markets remain tight in key sectors despite slowing job growth. Policy uncertainty—including tariffs, immigration enforcement, and regulatory changes—further complicates planning. These factors may adversely affect Busey's business, financial condition, results of operations, and growth prospects. Additionally, the Durbin Amendment to the Dodd-Frank Act, which became applicable to Busey Bank on July 1, 2022, has reduced Busey Bank's earnings on covered debit transactions. The Federal Reserve set the maximum interchange fee at 21 cents, plus five bps of the transaction value ¹⁰⁸.

Busey faces structural headwinds from rapid technological change, digital innovation, and emerging artificial intelligence capabilities, which present competitive, operational, and compliance risks. The financial services industry is undergoing significant digital transformation, requiring continual investment to meet evolving customer expectations for convenience, personalization, security, and speed. Failure to effectively adopt, integrate, or govern new technologies—including generative AI—may impair Busey's ability to attract and retain customers, compete with technologically advanced financial firms, or achieve anticipated efficiencies. The rapid evolution of digital assets and emerging regulatory frameworks introduces new competitive, compliance, and operational risks for Busey. While Busey does not currently offer digital asset products such as cryptocurrencies or stablecoins, increasing global adoption of digital assets and distributed-ledger technologies continues to influence customer expectations and competitive dynamics.

Busey faces heightened credit risk from its commercial real estate loan portfolio, which totaled $5,550,018 thousand as of December 31, 2025 ¹⁰⁹ and represented 40.9% of total portfolio loans ¹¹⁰. Non-owner occupied CRE loans are vulnerable to changes in market demand, tenant turnover, rising vacancy rates, and reduced rental income, and economic downturns can materially impact the borrower's ability to meet repayment obligations. Busey also faces significant liquidity risk, as the Durbin Amendment has reduced earnings on covered debit transactions since becoming applicable on July 1, 2022, with the Federal Reserve setting the maximum interchange fee at 21 cents, plus five bps of the transaction value ¹¹¹. The company's ability to access contingent liquidity during periods of market stress depends on operational readiness to utilize central-bank and other secured funding facilities, and failure to maintain adequate preparedness could limit access to these facilities. Additionally, Busey faces risks from the rapid evolution of digital assets and emerging regulatory frameworks, including the enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act in 2025, which establishes federal standards for payment stablecoin issuers, and ongoing Congressional efforts to finalize broader crypto-market structure legislation. These developments may affect Busey even without offering digital-asset products, including through increased expectations related to cybersecurity, anti-money-laundering controls, sanctions compliance, custody arrangements, data governance, and vendor-risk management.

Management's message emphasizes Busey's long-term conservative operating approach, with the quality of Busey's core deposit franchise as a critical value driver. Management highlights that Busey remains substantially core deposit funded, with robust liquidity, and that as of December 31, 2025, Busey's loan to deposit ratio was 91.0% ¹¹² and core deposits represented 93.7% of total deposits ¹¹³. Management also emphasizes that Busey's credit performance reflects its highly diversified, conservatively underwritten loan portfolio, and that as a matter of both policy and practice, Busey limits concentration exposures in any particular loan segment. Management states that Busey's conservative banking strategy is reflected in the strength of its capital base, with the leverage ratio of Tier 1 capital to average assets at 11.9% ¹¹⁴, common equity Tier 1 capital to risk weighted assets ratio at 12.4% ¹¹⁵, and total capital to risk weighted assets ratio at 15.9% ¹¹⁶ at December 31, 2025. Management notes that annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million with 100% realization of identified synergies in 2026 ¹¹⁷. Management also states that Busey continues to evaluate and execute off-balance sheet hedging and balance sheet strategies as well as embedding rate protection in asset originations to provide stabilization to net interest income in lower rate environments. The strategic priorities emphasized for the period ahead include integrating the CrossFirst acquisition, realizing identified cost synergies, and maintaining a conservative banking strategy focused on core deposit funding, diversified lending, and strong capital ratios.