FIRST BUSEY CORP /NV/

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RISKS RELATING TO THE CONSUMMATION OF THE MERGER

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The market price of Busey common stock after the Merger may be affected by factors different from those currently affecting the shares of Busey common stock or CrossFirst common stock.

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In the Merger, CrossFirst stockholders will become Busey stockholders. Busey’s business differs from that of CrossFirst and certain adjustments may be made to Busey’s business as a result of the Merger. Accordingly, the results of operations of the combined company and the market price of Busey common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of Busey. Changes in the operations and prospects of Busey, general market and economic conditions and other factors which may be beyond the control of Busey, and the market price of Busey common stock may alter the value of Busey or the prices of shares of Busey common stock by the time the Merger is completed.

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Busey and CrossFirst are expected to incur substantial costs related to the Merger and integration.

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Busey and CrossFirst have incurred and expect to incur a number of non-recurring costs associated with the Merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs, and other related costs.

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In addition, the combined company will incur integration costs following the completion of the Merger as Busey and CrossFirst integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Busey and CrossFirst may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies, and systems that may need to be integrated, including accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, and benefits. While Busey and CrossFirst have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the Merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Anticipated pre-tax transaction costs for both CrossFirst and Busey combined are currently estimated to be approximately $75.3 million.

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Combining Busey and CrossFirst may be more difficult, costly, or time consuming than expected, and may fail to realize the anticipated benefits of the Merger.

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The success of the Merger will depend, in part, on the ability to realize the anticipated benefits from combining the businesses of Busey and CrossFirst. To realize the anticipated benefits from the Merger, Busey must successfully integrate CrossFirst into its existing businesses and, in particular, integrate CrossFirst into its risk management framework, compliance systems, and corporate culture, in a manner that permits the anticipated benefits to be realized and that does not materially disrupt existing client relationships or result in decreased revenues due to the loss of clients. If Busey is not able to successfully achieve these objectives for any reason, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. In addition, the actual benefits of the Merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

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An inability to realize the full extent of the anticipated benefits of the Merger and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses, and operating results of Busey following the completion of the Merger, which may adversely affect the value of the common stock of Busey following the completion of the Merger.

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Busey and CrossFirst have operated and, until the effective time of the Merger, must continue to operate independently.

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It is possible that the integration process could result in the loss of key CrossFirst employees, the disruption of each company’s ongoing businesses, or inconsistencies in standards, controls, procedures, and policies that adversely affect each company’s ability to maintain relationships with clients, depositors, and employees or to achieve the anticipated benefits and cost savings of the Merger. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Busey and CrossFirst during this transition period and on Busey for an undetermined period after the completion of the Merger.

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Busey’s results following the Merger may suffer if it does not effectively manage its expanded operations.

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Following the Merger, the size of the business of Busey will increase beyond its current size. Busey’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Busey may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that Busey will be successful or that it will realize the expected benefits currently anticipated from the Merger.

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Busey may be unable to retain Busey and/or CrossFirst personnel successfully after the Merger is completed.

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The success of the Merger will depend in part on Busey’s ability to retain the talents and dedication of key employees currently employed by CrossFirst. It is possible that these employees may decide not to remain with CrossFirst while the Merger is pending or with Busey after the Merger. If Busey and CrossFirst are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Busey and CrossFirst could face disruptions in their operations, loss of existing clients, loss of key information, expertise, or know-how and unanticipated additional recruitment costs. In addition, following the Merger, if key employees terminate their employment, Busey’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause Busey’s business to suffer. Busey and CrossFirst also may not be able to locate or retain suitable replacements for any key employees who leave either company.

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Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Busey following the Merger.

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Before the Merger and the Bank Merger may be completed, various approvals and consents must be obtained from the Federal Reserve, the DFPR, the Kansas Office of the State Bank Commissioner (the “KOSBC”), and other regulatory authorities in the United States. Busey submitted applications to the Federal Reserve, the DFPR, and the KOSBC in connection with the proposed Merger and the Bank Merger on or about September 23, 2024.

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These approvals could be delayed or not obtained at all, including due to (1) an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; (2) governmental, political, or community group inquiries, investigations, or opposition; or (3) changes in legislation or the political environment generally. Additionally, over the past several years, mergers of banking organizations have encountered greater regulatory, governmental, and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other required governmental clearances than in the past.

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The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Busey’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions and that such conditions, limitations, obligations, or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of Busey following the Merger, or otherwise reducing the anticipated benefits of the Merger if the Merger were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations, or restrictions will not result in the delay or abandonment of the Merger. The completion of the Merger is conditioned on the receipt of the requisite regulatory approvals and the expiration of all statutory waiting periods without the imposition of any material burdensome regulatory condition. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions, or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement.

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In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the Merger Agreement, neither Busey nor CrossFirst, nor any of their respective subsidiaries, is permitted (without the written consent of the other party) to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals, and authorizations of governmental entities or regulatory agencies that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Merger.

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The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Merger. Those conditions include: (1) approval by Busey stockholders of the Merger Agreement and the transactions contemplated thereby, and approval by CrossFirst stockholders of the Merger Agreement and the transactions contemplated therby; (2) authorization for listing on Nasdaq of the shares of Busey common stock to be issued in the Merger, subject to official notice of issuance; (3) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve, the DFPR, and the KOSBC; (4) the effectiveness of a registration statement on Form S‑4; and (5) the absence of any order, injunction, decree, or other legal restraint preventing the completion of the Merger, the Bank Merger, or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger, or any of the other transactions contemplated by the Merger Agreement illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (2) the performance in all material respects by the other party of its obligations under the Merger Agreement, (3) the receipt by each party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and (4) the absence of any material adverse effect with respect to Busey or CrossFirst.

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These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the requisite stockholder approvals, or Busey or CrossFirst may elect to terminate the Merger Agreement in certain other circumstances.

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Failure to complete the Merger could negatively impact Busey.

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If the Merger is not completed for any reason, including as a result of Busey stockholders failing to approve the Busey merger proposal or CrossFirst stockholders failing to approve the CrossFirst merger proposal, there may be various adverse consequences, and Busey may experience negative reactions from the financial markets and from its clients, employees, and stockholders. For example, Busey’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, if the Merger Agreement is terminated, the market price of Busey common stock could decline to the extent that current market prices reflect a market assumption that the Merger will be beneficial and will be completed. Busey also could be subject to litigation related to any failure to complete the Merger or to proceedings commenced against CrossFirst to perform its obligations under the Merger Agreement. If the Merger Agreement is terminated under certain circumstances, Busey may be required to pay a termination fee of $36.7 million to CrossFirst.

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Additionally, Busey has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of preparing, filing, printing, and mailing a joint proxy statement/prospectus, and all filing and other fees paid in connection with the Merger. If the Merger is not completed, Busey would have to pay these expenses without realizing the expected benefits of the Merger.

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In connection with the Merger, Busey will assume CrossFirst’s outstanding debt obligations, and Busey’s level of indebtedness following the completion of the Merger could adversely affect Busey’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

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In connection with the Merger, Busey will assume CrossFirst’s outstanding indebtedness. Busey’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for Busey’s creditors and Busey’s stockholders. For example, it could limit Busey’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes, and could require a significant portion of cash flow from operations to be dedicated to the payment of principal and interest on Busey’s indebtedness, thereby reducing Busey’s ability to use cash flows to fund its operations, capital expenditures, and future business opportunities.

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Uncertainty about the effect of the Merger on employees and clients may have an adverse effect on Busey. These uncertainties may impair Busey’s ability to attract, retain, and motivate key personnel until the Merger is completed, and could cause clients and others that deal with Busey to seek to change existing business relationships with Busey. In addition, subject to certain exceptions, Busey has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the Merger Agreement on a timely basis without the consent of the other party. These restrictions may prevent Busey from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

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The announcement of the proposed Merger could disrupt Busey’s relationships with its clients, suppliers, business partners, and others, as well as its operating results and business generally.

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Whether or not the Merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Merger on Busey’s business include the following:

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•its employees may experience uncertainty about their future roles, which might adversely affect Busey’s ability to retain and hire key personnel and other employees;

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•clients, suppliers, business partners, and other parties with which Busey maintain business relationships may experience uncertainty about their respective futures and seek alternative relationships with third parties, seek to alter their business relationships with Busey, or fail to extend an existing relationship with Busey; and

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•Busey has each expended and will continue to expend significant costs, fees and expenses for professional services, and transaction costs in connection with the proposed Merger.

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If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each Busey’s results of operations and financial condition.

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The Merger Agreement limits Busey’s abilities to pursue alternatives to the Merger and may discourage other companies from trying to acquire Busey or CrossFirst.

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The Merger Agreement contains “no shop” covenants that restrict each of Busey’s and CrossFirst’s ability to directly or indirectly, among other things, initiate, solicit, knowingly encourage, or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by Busey’s and CrossFirst’s respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $36.7 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Busey or CrossFirst from considering or proposing that acquisition.

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Busey stockholders will have reduced ownership and voting interest in the combined company after the consummation of the Merger and will exercise less influence over management.

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Busey stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Busey. When the Merger is completed, each Busey stockholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of Busey prior to the consummation of the Merger. Former CrossFirst stockholders as a group are estimated to own approximately thirty-six and one-half percent (36.5%) of the fully diluted shares of the combined company immediately after the Merger, and current Busey stockholders, as a group, are estimated to own approximately sixty-three and one half percent (63.5%) of the fully diluted shares of the combined company immediately after the Merger.

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Issuance of shares of Busey common stock in connection with the Merger may adversely affect the market price of Busey common stock.

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In connection with the payment of the merger consideration, Busey expects to issue shares of Busey common stock to CrossFirst stockholders. The issuance of these new shares of Busey common stock may result in fluctuations in the market price of Busey common stock, including a stock price decrease.