FIRST BUSEY CORP /NV/

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

First Busey Corporation, a Nevada corporation organized in 1980, is an $18.92 billion financial holding company headquartered in Leawood, Kansas. Busey’s common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE” and Busey’s Depositary shares, each representing a 1/40th interest in a share of Busey Series B Preferred Stock is traded under the symbol “BUSEP.”

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

•The Banking operating segment provides a full range of banking services to individual and corporate customers through its banking center network in Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas.

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

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

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

Busey conducts its Banking and Wealth Management services through Busey Bank, and provides payment technology solutions through Busey Bank’s wholly owned subsidiary, FirsTech. Busey also has various other subsidiaries that are not significant to the consolidated entity.

Basis of Financial Statement Presentation

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

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

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

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from other banks, and interest-bearing deposits held with other financial institutions. The carrying amount of these instruments is considered a reasonable estimate of fair value. At June 30, 2025, cash and cash equivalents included $13.6 million contractually restricted by a third-party service provider, $24.8 million pledged to secure obligations under derivative contracts, and $68.0 million of reserved cash subject to call by the Federal Reserve Bank, as a member of the Federal Reserve System.

Income Taxes

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

On July 4, 2025, the "One Big Beautiful Bill Act" was enacted, introducing several amendments to federal tax legislation. Key provisions of the act include the restoration of immediate expensing of domestic research and development expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. Busey is currently evaluating the impact of this legislation for future periods.

As of June 30, 2025, Busey Bank was under examination by the Florida Department of Revenue for its 2020 to 2022 corporate income tax filings. Busey Bank accrued $0.1 million related to potential assessment adjustments and interest. Busey hadno accruals for payments of interest and penalties related to uncertain tax positions at June 30, 2025 or 2024.

As of June 30, 2025, Busey was also under examination by the Illinois Department of Revenue for M&M’s tax filings for the tax years ended December 31, 2022 and 2023.

Preferred Stock

On March 1, 2025, in connection with the CrossFirst acquisition, Busey issued 7,750 shares of Busey Series A Preferred Stock, which were issued to holders of shares of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock. The Busey Series A Preferred Stock bears a dividend rate of 8.00% per annum on the liquidation preference of $1,000 per share. Quarterly dividend payments commenced on June 13, 2025. The Busey Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Busey Series A Preferred Stock, in whole or in part, on or after March 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the date of redemption. Additional information about the Busey Series A Preferred Stock can be found in Busey’s Form 8-K filed with the SEC on August 27,2024, and the Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc. filed therewith.

On May 20, 2025, Busey issued 8,600,000 depositary shares (the “Depositary Shares,”), which are traded on The Nasdaq Global Select Market under the symbol “BUSEP.” Each Depositary Share represents a 1/40th interest in a share of Busey Series B Preferred Stock. The Series B Preferred Stock has a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). Quarterly dividend payments for the Series B Preferred Stock are expected to commence on September 1, 2025. The Series B Preferred Stock is not subject to any mandatory redemption, sinking fund, or similar provision. Busey may redeem the Series B Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after June 1, 2030, subject to the approval of the appropriate federal banking agency, at a redemption price of $1,000 per share (equivalent to $25 per Depositary Share) plus any declared and unpaid dividends to, but excluding, the date of redemption. Additional information about the Depositary Shares and the Series B Preferred Stock can be found in Busey’s Form 8-K filed with the SEC on May 20, 2025, and the exhibits filed therewith.

Impact of Recently Adopted Accounting Standards

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

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

Recently Issued Accounting Standards Not Yet Adopted

In July 2025, the FASB issued ASU 2025-05“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” providing a practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date will remain static for the remaining life of the assets, removing the requirement to consider reasonable, supportable forecasts. The amendments in this update are to be applied prospectively, and will be effective for Busey for annual and interim reporting periods beginning January 1, 2026. Early adoption is permitted. Busey is currently evaluating the effect this ASU may have on its financial position and results of operations.

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

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

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

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

Subsequent Events

Busey has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report were issued. On July 2, 2025, Busey received a notice of hearing from the Illinois Secretary of State indicating that an administrative hearing has been scheduled to “ascertain” an amount of franchise taxes, penalties, interest, fees, and charges purportedly due from Busey to the Illinois Secretary of State. On July 31, 2025, First Busey filed a special appearance with the Illinois Secretary of State’s Department of Administrative Hearings solely for the limited purpose of contesting the jurisdiction of the Illinois Secretary of State to initiate and conduct the administrative hearing. Additional information is provided in “Note 11. Outstanding Commitments and Contingent Liabilities” under the heading “Franchise Tax Matter.” Other than these events, there were no significant events subsequent to the quarter ended June 30, 2025, through the filing date of these unaudited consolidated financial statements.

NOTE 2. MERGERS AND ACQUISITIONS

CrossFirst Bankshares, Inc.

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

Merger of CrossFirst Bank into Busey Bank

CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025. At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.

CrossFirst Merger Consideration

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

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

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

Acquisition Accounting

The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. During the three months ended June 30, 2025, fair value adjustments of $3.3 million were recorded, as additional information and valuations became available. Estimated fair values are considered provisional until final fair values are determined or the measurement period has passed, but no later than one year from the acquisition date. Review of all valuations and taxes are still being performed by management. Therefore, amounts are subject to change from the provisional amounts disclosed below.

As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $48.0 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.

Merchants and Manufacturers Bank Corporation

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

Merger of M&M Bank into Busey Bank

M&M Bank’s results of operations were included in Busey’s results of operation beginning April 1, 2024. Busey operated M&M Bank as a separate banking subsidiary of Busey until it was merged with Busey Bank on June 21, 2024. At the time of the bank merger, M&M Bank’s banking centers became banking centers of Busey Bank, except for M&M’s banking center located at 990 Essington Rd., Joliet, Illinois, which was closed in connection with the bank merger.

M&M Merger Consideration

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

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

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

Acquisition Accounting

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

As the total consideration paid for M&M exceeded the estimated fair value of net assets acquired, goodwill of $15.9 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago metropolitan market. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.

Acquisition Date Fair Values

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

1. Represents the fair value of replacement equity awards issued to CrossFirst associates attributable to pre-combination service.

Valuations of Loans

Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition includes adjustments to certain receivables that were not considered PCD as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applies various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements include non-PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion.

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

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

Pro Forma Results

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

Other Acquisition Costs

Busey incurred acquisition related expenses as follows:

1. In addition to the acquisition costs presented in the table above, during the three months ended June 30, 2025, Busey recorded a $4.0 million adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new CECL model.

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

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

NOTE 3. DEBT SECURITIES

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

1. This table includes debt securities marked at par, with no gain or loss.

1. This table includes debt securities marked at par, with no gain or loss.

Maturities of Debt Securities

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

Gains and Losses on Debt Securities Available for Sale

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

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

Debt securities with carrying amounts of $762.5 million on June 30, 2025, and $871.4 million on December 31, 2024, were pledged as collateral for public deposits, securities sold under agreements to repurchase, and for other purposes as required.

Debt Securities in an Unrealized or Unrecognized Loss Position

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

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

Unrealized and unrecognized losses are related to changes in market interest rates and market conditions that do not represent credit-related impairments. Unless part of a corporate strategy or repositioning plan, Busey does not intend to sell securities that are in an unrealized or unrecognized loss position, and it is more likely than not that Busey will recover the amortized cost prior to being required to sell the debt securities. Full collection of the amounts due according to the contractual terms of the debt securities is expected; therefore, no ACL has been recorded in relation to debt securities, and the impairment related to noncredit factors on debt securities available for sale is recognized in AOCI, net of applicable taxes. As of June 30, 2025, Busey did not hold general obligation bonds of any single issuer that exceeded, in aggregate, 10% of Busey’s stockholders’ equity.

NOTE 4. PORTFOLIO LOANS

Loan Categories

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

Net deferred loan origination costs included in the balances above were $10.8 million as of June 30, 2025, compared to $12.5 million as of December 31, 2024. Net accretable purchase accounting adjustments included in the balances above reduced loans by $98.1 million as of June 30, 2025, and $8.8 million as of December 31, 2024.

Busey didnot purchase any retail real estate loans during the three and six months ended June 30, 2025. Busey elected to purchase $6.9 million of retail real estate loans during the three and six months ended June 30, 2024.

Pledged Loans

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

Risk Grading

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

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

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

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

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

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

All loans are graded at their inception. Commercial lending relationships that are $2.0 million or less are usually processed through an expedited underwriting process. Most commercial loans greater than $2.0 million are included in a portfolio review at least annually. Commercial loans greater than $0.35 million that have a grading of special mention or worse are typically reviewed on a quarterly basis. Interim reviews may take place if circumstances of the borrower warrant a more frequent review.

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

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

Past Due and Non-accrual Loans

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

Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $1.0 million and $1.2 million for the three and six months ended June 30, 2025, respectively, and was $0.2 million and $0.5 million for the three and six months ended June 30, 2024, respectively. The amount of interest collected on those loans and recognized on a cash basis that was included in interest income wasimmaterial for the three and six months ended June 30, 2025 and 2024.

Loan Modifications for Borrowers Experiencing Financial Difficulty

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

1. Modified loans represent an insignificant portion of C&I and other commercial loans, and an insignificant portion of total loans, in both cases rounding tozero percent.

2. Modified loans represent an insignificant portion of CRE loans, rounding to zero percent.

3. Modified loans represent an insignificant portion of total loans, rounding to zero percent.

4. All modifications were for loans classified as substandard.

1. Modifications to extend loan terms also included, in some cases, interest rate increases during the extension period.

2. Modified loans represent an insignificant portion of commercial real estate loans, rounding to zero percent.

3. All modifications were for loans classified as substandard.

1. Modified loans represent an insignificant portion of CRE loans, rounding to zero percent.

2. Modified loans represent an insignificant portion of total loans, rounding to zero percent.

3. With the exception of one loan that was transferred to non-accrual status during the six months ended June 30, 2025, all modifications were for loans classified as substandard.

1. Modifications to extend loan terms also included, in some cases, interest rate increases during the extension period.

2. All modifications were for loans classified as substandard.

The following table provides the weighted average term extension for loan modifications made during the periods indicated for borrowers experiencing financial difficulty:

Performance of Modified Loans

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

A default occurs when a loan is 90 days or more past due or transferred to non-accrual status. During the three and six months ended June 30, 2025, one C&I and other commercial loan with a balance of $0.5 million experienced a default by being transferred to non-accrual status after having been modified (a payment deferral was provided to the borrower who was experiencing financial difficulty)during the 12 months before the default. No loans had a default during the three or six months ended June 30, 2024, after having been modified during the 12 months before that default for borrowers experiencing financial difficulty.

Collateral Dependent Loans

Management's evaluation as to the ultimate collectability of loans includes estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers. Collateral dependent loans are loans in which repayment is expected to be provided solely by the operation or sale of the underlying collateral and there are no other available and reliable sources of repayment. Loans are written down to the lower of cost or fair value of the underlying collateral, less estimated costs to sell. Busey had $50.0 million and $19.3 million of collateral dependent loans secured by real estate or business assets as of June 30, 2025, and December 31, 2024, respectively.

Foreclosures

Busey’s recorded investment in residential real estate loans that were in the process of foreclosure was $5.7 million as of June 30, 2025. Busey follows Federal Housing Finance Agency guidelines on single-family foreclosures and real estate owned evictions on portfolio loans.

Allowance for Credit Losses

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

Management estimates the ACL balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL consists of three components: (i) specific allocations/individual reserves; (ii) quantitative reserves; and (iii) qualitative reserves.

•Specific allocations/individual reserves – When a loan no longer exhibits risk characteristics that are similar to other loans, that loan is individually evaluated. Individual reserves are calculated for loans that are on a non-accrual status that are greater than a defined dollar threshold or loans that have disparate risk characteristics. Reserves may be based on collateral, for collateral-dependent loans, or on quantitative and qualitative factors, including expected cash flow, market sentiment, and guarantor support.

•Quantitative reserves – Busey implemented a new non-discounted cash flow model in the second quarter of 2025 that used combined historical loan data from Busey Bank beginning in 2004 and CrossFirst Bank since its inception in 2007. The model incorporates various baseline forecast scenarios and national unemployment rates with either national gross domestic product, the national home price index, or the national commercial real estate price index. Further, prepayment and curtailment expectations are factored into the model. Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate.

•Qualitative reserves – Busey uses qualitative factors to adjust the historical loss factors for current and forecasted conditions. Busey considers the ten qualitative factors identified in the Interagency Guidance and ASC Topic 326 at each reporting date.

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

1. The Day 1 PCD is attributable to the M&M acquisition (see“Note 2. Mergers and Acquisitions.”)

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

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

1. The Day 1 PCD is attributable to the M&M acquisition (see “Note 2. Mergers and Acquisitions.”)

Net charge-offs during the six months ended June 30, 2025, included $31.1 million related to PCD loans acquired from CrossFirst Bank, which were fully reserved at acquisition and did not require recording additional provision expense.

NOTE 5. LEASES

Busey as the Lessee

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

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

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

1. The six months ended June 30, 2025, included $29.6 million right of use assets recognized in connection with the acquisition of CrossFirst (see“Note 2. Mergers and Acquisitions”). The three and six months ended June 30, 2024, included $0.3 million right of use assets recognized in connection with the acquisition of M&M (see “Note 2. Mergers and Acquisitions”), and an additional $0.7 million recognized in connection with a lease amendment that was executed subsequent to the M&M acquisition for a lease that was obtained in that acquisition.

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

As of June 30, 2025, Busey had commitments totaling $6.0 million fortwo lease contracts with future accounting commencement dates.

Busey as the Lessor

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

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

NOTE 6. DEPOSITS

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

Additional information about Busey’s deposits is presented in the table below:

Scheduled maturities of time deposits are presented in the table below:

NOTE 7. BORROWINGS

Securities Sold Under Agreements to Repurchase

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

Revolving Line of Credit

On May 28, 2021, Busey entered into a Second Amended and Restated Credit Agreement, pursuant to which Busey has access to a $40.0 million revolving line of credit bearing an interest rate of 1.80% plus the one-month forward-looking term rate based on SOFR. After executing subsequent amendments, the current termination date for the revolving line of credit is April 30, 2026. As of June 30, 2025, there wasno balance outstanding on the revolving line of credit. The revolving line of credit incurs an insignificant non-usage fee based on any undrawn amounts.

Short-term Borrowings

Busey hadno short term borrowings as of either June 30, 2025, or December 31, 2024. When applicable, Busey’s short-term borrowings include loans maturing within one year of the loan origination date, the current portion of long-term debt that is due within 12 months, and federal funds purchased. Federal funds purchased are short-term borrowings that generally mature betweenone day and 90 days.

Long-term Debt

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

Funds borrowed from the FHLB, listed above, consisted oftwelve notes with a weighted average interest rate of 2.22% and a weighted average maturity period of 2.55 years as of June 30, 2025. Maturity dates for the long-term FHLB borrowings range from August 2027 through October 2028.

Acquired SBA loans that did not qualify for sale accounting treatment are presented as secured borrowings. Secured borrowings consisted ofnine notes with a weighted average maturity period of 17.71 years as of June 30, 2025. Maturity dates for the secured borrowings range from September 2030 to March 2046.

Subordinated Notes

On June 1, 2020, Busey issued $125.0 million of fixed-to-floating rate subordinated notes scheduled to mature on June 1, 2030. The subordinated notes, which qualified as Tier 2 capital for regulatory purposes, bore interest at an annual rate of 5.25% for the first five years after issuance. Thereafter, the notes were to bear interest at a floating rate equal to a three-month benchmark rate plus a spread of 5.11%, as calculated on each applicable determination date. The subordinated notes, which were unsecured obligations of the Company, had an optional redemption, in whole or in part, on any interest payment date on or after June 1, 2025. On June 1, 2025, Busey redeemed the entire $125.0 million outstanding principal amount of the subordinated notes.

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

Associated with the M&M acquisition completed on April 1, 2024 (see“Note 2. Mergers and Acquisitions”), Busey acquired $4.0 million of 5.25% fixed-to-floating rate subordinated notes maturing December 4, 2030, which qualify as Tier 2 capital for regulatory purposes. Interest on the subordinated notes accrues at a rate equal to (1)5.25% per annum from the original issue date to December 4, 2025, and (2) a floating rate per annum equal to a benchmark rate, which is the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 497 bps from December 4, 2025. The subordinated notes have an optional redemption, in whole or in part, on or after December 4, 2025. At June 30, 2025, there was animmaterial amount of fair value discount outstanding, to be accreted through the earliest optional redemption date.

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

NOTE 8. REGULATORY CAPITAL

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

Banking regulations identify five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. As of June 30, 2025 and 2024, all capital ratios of First Busey and its subsidiary bank exceeded well capitalized levels under the applicable regulatory capital adequacy guidelines. Management believes that no events or changes have occurred subsequent to June 30, 2025, that would change this designation.

Capital Amounts and Ratios

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

Capital Conservation Buffer

In July 2013, U.S. federal banking authorities approved the Basel III Rule for strengthening international capital standards. The Basel III Rule introduced a capital conservation buffer, composed entirely of common equity Tier 1 capital, which is added to the minimum risk-weighted asset ratios. The capital conservation buffer is not a minimum capital requirement; however, banking institutions with a ratio of common equity Tier 1 capital to risk-weighted assets below the capital conservation buffer will face constraints on dividends, equity repurchases, and discretionary bonus payments based on the amount of the shortfall. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain minimum ratios of (1) common equity Tier 1 capital to risk-weighted assets of at least 7.0%, which First Busey exceeded by 522 bps as of June 30, 2025, (2) Tier 1 capital to risk-weighted assets of at least 8.5%, which First Busey exceeded by 516 bps as of June 30, 2025, and (3) total capital to risk-weighted assets of at least 10.5%, which First Busey exceeded by 525 bps as of June 30, 2025.

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

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

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

NOTE 10. STOCK-BASED COMPENSATION

CrossFirst Acquisition

The CrossFirst acquisition impacted Busey and CrossFirst equity awards:

Treatment of Busey’s Equity Awards

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

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

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

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

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

Treatment of CrossFirst’s Equity Awards

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

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

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

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

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

Stock Options

Busey has outstanding stock options assumed from a 2017 acquisition. A summary of the status of, and changes in, Busey's stock option awards for the six months ended June 30, 2025, follows:

Stock Settled Appreciation Rights

Busey issued replacement awards in the form of SSARs as part of the acquisition of CrossFirst. These awards were issued under the CrossFirst Bankshares 2018 Omnibus Equity Incentive Plan with exercise prices equal to the closing price of CrossFirst’s common shares on the original date for each award adjusted by the Exchange Ratio of 0.6675, rounded up to the nearest cent. At grant, SSARs typically vested ratably over seven years of continuous service with aten-year orfifteen-year contractual term. At grant, replacement SSARs had a weighted average remaining contractual term of 5.4 years, and unvested replacement SSARs had a weighted average remaining vesting period of 3.2 years. The fair value of each SSAR was estimated at acquisition date using a Monte Carlo simulation since the awards were all in-the-money. The fair value of SSARs that have vested during 2025 was $3.6 million.

A summary of SSAR activity during 2025 is presented below:

1. The aggregate intrinsic value of SSARs exercised during 2025 was $0.9 million.

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

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

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

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

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

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

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

2020 Equity Plan

Busey has granted RSU, PSU, and DSU awards under the terms of its 2020 Equity Plan. Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock. There were 683,423 shares available for issuance under the 2020 Equity Plan as of June 30, 2025.

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

RSU Awards

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

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

On May 29, 2025, under the terms of the 2020 Equity Plan, Busey granted 4,494 RSUs to members of management. The grant date fair value of the award was $0.1 million, which will be recognized as compensation expense over the requisite service period. These awards will vest in equal installments on each of the first three anniversaries of the grant date.

A summary of changes in Busey’s RSU awards for the six months ended June 30, 2025, is as follows:

PSU Awards

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

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

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted a target of 174,126 PSUs with a maximum award of 278,602 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a relative total stockholder return performance goal. The grant date fair value of the award, calculated using the Geometric Brownian Motion Model, is $3.4 million, which will be recognized in compensation expense over the performance period ending December 31, 2027.

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

A summary of changes in Busey’s PSU awards for the six months ended June 30, 2025, is as follows:

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

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

DSU Awards

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

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

A summary of changes in Busey’s DSU awards for the six months ended June 30, 2025, is as follows:

Employee Stock Purchase Plan

The ESPP initially reserved for issuance and purchase an aggregate of 600,000 shares of Busey’s common stock. The first offering under the ESPP began on July 1, 2021. There were 337,435 shares available for issuance under the ESPP as of June 30, 2025.

Stock-based Compensation Expense

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

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

As all outstanding stock options were fully vested, no compensation expense was recorded for stock options for the three or six months ended June 30, 2025, or 2024, andno unrecognized compensation expense remains for Busey’s stock option awards as of June 30, 2025.

Unamortized compensation expense related to non-vested equity awards is summarized in the table below:

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

NOTE 11. OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES

Commitments and Credit Risk

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

Legal Matters

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