buse-20260409

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant: ☒

Filed by a Party other than the Registrant: ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

First Busey Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

FIRST BUSEY CORPORATION

April 9, 2026

Dear Stockholders:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of First Busey Corporation, scheduled for 10:30 a.m. Central Time on May 20, 2026. The Annual Meeting will again be a virtual meeting, conducted solely online via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BUSE2026. You will need to have your 16‑digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”) to join the Annual Meeting. We believe that the virtual Annual Meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

We have chosen to use the “notice and access” method, which means that we will not mail or deliver paper sets of Annual Meeting proxy materials to stockholders. Instead, we are furnishing our proxy statement, 2025 Annual Report and proxy card to stockholders over the internet. You will receive a Notice in the mail that contains instructions on how to access the proxy materials via the internet and join the Annual Meeting. Your Notice will also contain instructions on how to receive a paper copy of the proxy materials. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

The items of business to be considered at the meeting include: (a) the election of 12 directors for a term of one year expiring at the 2027 Annual Meeting of Stockholders; (b) the approval, in a non-binding, advisory vote, of the compensation of our named executive officers, or a “say-on-pay” proposal; (c) the approval of the First Busey Corporation Second Amended 2020 Equity Incentive Plan; and (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. At the meeting, we will also review our 2025 performance and update you on our strategic plans as we move forward.

Your vote is important. We hope that you will be able to attend the Annual Meeting virtually. Whether or not you plan to attend, please review the proxy statement and vote as soon as possible by telephone, the internet or by completing, signing, dating and returning your proxy card or voting instruction form, if you have requested a paper copy. Voting electronically, by telephone or by returning your proxy card does NOT deprive you of your right to attend the virtual meeting and to vote your shares of common stock during the meeting for the matters acted upon at the meeting.

On behalf of the entire board of directors, thank you for your continued support.

Sincerely yours,

Van A. Dukeman
Chairman, President and Chief Executive Officer

TABLE OF CONTENTS

FIRST BUSEY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2026 AT 10:30 A.M., CENTRAL TIME

To the Stockholders of First Busey Corporation:

You may visit www.virtualshareholdermeeting.com/BUSE2026 to access the Annual Meeting, where you will be able to attend online, vote your shares electronically, and submit your questions during the meeting. You will need to have your 16‑digit control number included on your Notice to join the Annual Meeting. The 2026 Annual Meeting is being held for the following purposes:

1.to elect 12 directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are elected and have qualified;

2.to approve, in a non-binding, advisory vote, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a “say-on-pay” proposal;

3.to approve the First Busey Corporation Second Amended 2020 Equity Incentive Plan;

4.to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and

5.to transact such other business as may properly be brought before the meeting and any postponements or adjournments of the meeting.

Only stockholders of record at the close of business on March 27, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting or any postponement or adjournment thereof. Even if you plan to attend the 2026 Annual Meeting, please vote as soon as possible by telephone or internet or by completing and returning the proxy card or voting instruction form if you requested paper proxy materials. Voting instructions are provided in your Notice or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement.

By Order of the Board of Directors

Van A. Dukeman
Chairman, President and Chief Executive Officer

TABLE OF CONTENTS

FIRST BUSEY CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2026

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of First Busey Corporation for use at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) to be held virtually at 10:30 a.m. Central Time on May 20, 2026, via live webcast and online platform at www.virtualshareholdermeeting.com/BUSE2026. You will need your 16‑digit control number included on your Notice to join the 2026 Annual Meeting.

The board has fixed the close of business on March 27, 2026, as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. On the record date, First Busey Corporation had 85,504,477 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

First Busey Corporation’s Annual Report on Form 10‑K, which includes audited financial statements for the year ended December 31, 2025, is available for review at our website at busey.com/secfilings. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about April 9, 2026.

Directions on how to attend the 2026 Annual Meeting are contained in this proxy statement. If you have any questions, please contact our Corporate Secretary at (217) 365-4630. The principal executive offices of First Busey Corporation are located at 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS			3
PROPOSAL 1: ELECTION OF DIRECTORS			9
EXECUTIVE OFFICERS, CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS			14
DIRECTOR COMPENSATION			21
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23
DELINQUENT SECTION 16(A) REPORTS			26
COMPENSATION DISCUSSION AND ANALYSIS			26
COMPENSATION COMMITTEE REPORT			47
COMPENSATION OF NAMED EXECUTIVE OFFICERS			48
CEO PAY RATIO			58
PAY VERSUS PERFORMANCE			58
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			61
PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION			62
PROPOSAL 3: APPROVAL OF FIRST BUSEY CORPORATION SECOND AMENDED 2020 EQUITY INCENTIVE PLAN			63
HIGHLIGHTS OF THE SECOND AMENDED PLAN			63
GRANT PRACTICES AND KEY DATA			65
KEY TERMS OF THE SECOND AMENDED PLAN			67
U.S. FEDERAL INCOME TAX CONSEQUENCES			70
NEW PLAN BENEFITS			72
EQUITY COMPENSATION PLAN INFORMATION			72
PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			74
AUDIT AND RELATED FEES			74
REPORT OF THE AUDIT COMMITTEE			75
CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS			75
OTHER BUSINESS			76
ANNUAL REPORT AND FINANCIAL STATEMENTS; OTHER INFORMATION			76

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following information regarding the meeting and the voting process is presented in a question and answer format. As used in this proxy statement, the terms “First Busey,” “we,” “our,” “us,” and the “Company” all refer to First Busey Corporation and its subsidiaries, including its wholly-owned bank subsidiary, Busey Bank.

How Do I Attend The 2026 Annual Meeting?

The 2026 Annual Meeting will again be a virtual meeting of stockholders, which will be conducted exclusively by live webcast. You are entitled to participate in the 2026 Annual Meeting only if you were a stockholder as of the record date for the 2026 Annual Meeting, March 27, 2026. You will be able to attend the 2026 Annual Meeting online, vote and submit your questions by visiting www.virtualshareholdermeeting.com/BUSE2026. You will need to have your 16‑digit control number included on your Notice to join the 2026 Annual Meeting. If you do not comply with the procedures outlined above, you will not be admitted to the virtual 2026 Annual Meeting. Online check-in will start 15 minutes prior to the start of the meeting, which will begin promptly at 10:30 a.m. Central Time on May 20, 2026. The virtual meeting platform is fully supported across various browsers (including Microsoft Edge, Mozilla Firefox, Google Chrome, and Safari) and devices (including desktops, laptops, tablets, and cell phones) provided that they are running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A complete list of registered stockholders entitled to vote at the 2026 Annual Meeting will be made available for inspection during the meeting by clicking the designated stockholder list link in the virtual meeting dashboard.

What Are The Rules Of Conduct For The 2026 Annual Meeting?

In the interest of a productive and orderly meeting, we will observe the conduct rules described in First Busey’s Annual Meeting Code of Conduct that will be available on the virtual meeting dashboard.

In general, the business of the 2026 Annual Meeting will be taken up as set forth in the agenda. When an item on the agenda is before the meeting for consideration, discussion will be confined to that item. We will answer questions from stockholders received during the meeting that relate to the business of First Busey or to matters being voted on at the 2026 Annual Meeting, as time permits. Because time is limited at the 2026 Annual Meeting, we may not be able to answer all questions from stockholders. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. To allow us to answer questions from as many stockholders as possible, each stockholder is limited to two questions. Please keep questions succinct and limited to one topic per question. We will post relevant stockholder questions and answers on the investor page of our website as soon as practicable after the meeting. Recording of the meeting is prohibited.

How Do I Ask Questions At The 2026 Annual Meeting?

In order to submit a question at the 2026 Annual Meeting, you will need to log into the meeting using your 16‑digit control number included on your Notice. If you would like to ask a question during the meeting, you can type your question in the “ask a question” text box that will appear on your screen and click “submit”. You will be able to input your question into the queue beginning 15 minutes prior to the start of the meeting. You may also submit questions in advance of the 2026 Annual Meeting through the form available on our website at busey.com/informationrequest. We encourage you to submit any questions as soon as possible to ensure your question is received.

If you have questions that are not answered during the 2026 Annual Meeting, please contact our Corporate Secretary at (217) 365-4630 or submit them through the form available on our website at busey.com/informationrequest.

TABLE OF CONTENTS

What Happens In The Event Of A Technical Issue Or Other Significant Disruption To The 2026 Annual Meeting?

If you encounter any technical difficulties in accessing the meeting or during the meeting, a support number will be made available on the login page. In the event of a technical malfunction or other significant problem that disrupts the 2026 Annual Meeting, the Chairman may adjourn, recess, or expedite the 2026 Annual Meeting, or take such other action that the Chairman determines is appropriate in light of the circumstances.

Why Did I Receive Access To The Proxy Materials?

We have made the proxy materials available to you via the internet because on March 27, 2026, the record date for the 2026 Annual Meeting, you owned shares of First Busey common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the 2026 Annual Meeting. It also gives you information concerning these matters to assist you in making an informed decision.

When you vote by telephone or internet or complete, sign, date and return your proxy card or voting instruction form (if you requested paper proxy materials), you appoint the proxies named therein as your representative at the Annual Meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should vote by telephone or internet or complete, sign, date and return your proxy card or voting instruction form (if you requested paper proxy materials) in advance of the meeting just in case your plans change.

If you have submitted your proxy and an issue comes up for a vote at the meeting that was not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

Why Did I Receive A Notice Instead Of Paper Copies Of The Proxy Materials?

We have chosen to use the Securities and Exchange Commission (“SEC”) “notice and access” rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April 9, 2026, we mailed to each of our common stockholders a Notice, which contains instructions on how to access our proxy materials, vote your shares and join the 2026 Annual Meeting. This Notice is not a proxy card and cannot be used to vote. If you receive a Notice, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or as provided below. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Full copies of the proxy statement and other materials for the 2026 Annual Meeting are available on the internet through our website at busey.com/secfilings.

What If I Lost Or Misplaced My Notice?

If you are a record holder and have lost or misplaced your Notice, please contact:

First Busey Corporation
Attn: John J. Powers, Corporate Secretary
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
Telephone: (217) 365-4630
E-mail: John.Powers@busey.com

If your shares are held in an account at a bank or brokerage firm, you will need to contact your bank or broker.

TABLE OF CONTENTS

How Can I Request And Receive A Paper Or E-mail Copy Of The Proxy Materials?

If you want to receive a paper or e-mail copy of the 2026 Annual Report, proxy statement and proxy card, you must request them. There is no charge for requesting a copy of these documents, but you will be required to enter your 16‑digit control number provided on your Notice. Please choose one of the following methods to make your request:

•By internet: www.ProxyVote.com

•By telephone: (800) 579-1639

•By e-mail: sendmaterial@proxyvote.com

Please make the request on or before May 6, 2026 to facilitate timely delivery.

What Matters Will Be Voted On At The Meeting?

You are being asked to vote on: (a) the election of 12 directors of First Busey for a term of one year expiring at the 2027 Annual Meeting of Stockholders; (b) a non-binding, advisory proposal to approve the compensation of our named executive officers (“NEOs”), which is referred to as the “say-on-pay” proposal; (c) the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Second Amended Plan”); and (d) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. These matters are more fully described in this proxy statement.

If I Am The Record Holder Of My Shares, How Do I Vote?

Your Vote Is Important. We encourage you to submit your proxy promptly. Internet and telephone proxy submissions must be received by 10:59 p.m. Central Time on May 19, 2026. For shares held in the First Busey Corporation Profit Sharing Plan and Trust or the Employee Stock Purchase Plan, proxy submissions must be received by 10:59 p.m. Central Time on May 17, 2026. You may submit your proxy or vote in one of the following ways:

•Submit Your Proxy By Telephone. To submit your proxy by telephone, call (800) 690-6903. When submitting your proxy by telephone, you will be required to enter your 16‑digit control number provided on your Notice, so please have it available when you call. You may submit your proxy by telephone 24 hours a day until the applicable deadline noted above. The telephone proxy submission system has instructions and allows you to confirm that the system has properly recorded your voting instructions. Alternatively, if you request paper copies of the proxy materials, your proxy card will include the toll-free telephone number that you may use to submit your proxy.

•Submit Your Proxy By Internet. You may also submit your proxy by internet at www.ProxyVote.com, by using your 16‑digit control number included in your Notice. You may submit your proxy by internet 24 hours a day until the applicable deadline noted above. As with telephone proxy submission, you will be able to confirm that the system has properly recorded your voting instructions.

•Submit Your Proxy By Mail. If you receive your proxy materials by mail and you are a holder of record, you can submit your proxy by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided to you or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Your proxy card must be received by Broadridge by the applicable deadline noted above. If you elect to receive your proxy materials by mail and you hold your shares in street name, you can submit your voting instructions by completing and mailing the voting instruction form provided by your bank, broker, trustee, or holder of record. If you sign and return your proxy card but do not mark the form to provide voting instructions, the shares represented by your proxy card will be voted “FOR” all nominees for director named in this proxy statement, “FOR” the say-on-pay proposal, “FOR” the Second Amended Plan and “FOR” the ratification of the appointment of RSM US LLP.

•Vote By Internet During the 2026 Annual Meeting. You may also vote online during the virtual 2026 Annual Meeting by logging into the online platform using your 16‑digit control number and voting your shares before the voting polls close.

TABLE OF CONTENTS

If I Hold Shares In The Name Of A Broker Or Other Fiduciary, Who Votes My Shares?

If you received this proxy statement from your broker or other fiduciary who may hold your shares, your broker or other fiduciary should provide instructions to direct your fiduciary to vote your shares. Your fiduciary will vote your shares in the manner you direct. If you want to vote during the virtual meeting, log into the meeting at www.virtualshareholdermeeting.com/BUSE2026, using your 16‑digit control number included on your Notice or voting instruction form and follow the instructions available on www.ProxyVote.com.

Under the rules of various national and regional securities exchanges, brokers and other fiduciaries that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on nonroutine matters if they have not received such voting instructions (commonly referred to as a “broker nonvote”). The ratification of the appointment of RSM US LLP is considered a routine matter, so your broker or other fiduciary may vote on this matter even if you do not provide voting instructions. However, the election of directors, the “say-on-pay” proposal and the approval of the Second Amended Plan are each considered a nonroutine matter. Thus, if you do not provide instructions to your broker or other fiduciary as to how to vote the shares beneficially owned by you, your broker or other fiduciary generally will not be permitted to vote the shares beneficially owned by you on these matters.

We therefore encourage you to provide directions to your broker or other fiduciary as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker or other fiduciary gives you concerning its procedures.

What Does It Mean If I Receive More Than One Notice?

You may receive more than one Notice if you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. To vote ALL of your shares by proxy, please follow the instructions and vote your proxy for each 16‑digit control number.

What If I Change My Mind After I Vote My Proxy Card?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

•using the internet or telephone methods described above, in which case only your last internet or telephone proxy submitted prior to the deadline will be counted;

•if you received a printed copy of the proxy materials, signing another proxy card with a later date and returning that proxy card to:

Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, New York 11717

•voting online during the 2026 Annual Meeting (attendance at the meeting will not in and of itself constitute the revocation of a proxy).

If you hold your shares in the name of a broker or fiduciary and desire to revoke your proxy, you will need to contact your broker or fiduciary to revoke your proxy. Beneficial owners may also attend and vote online during the 2026 Annual Meeting, which will replace any previous votes.

TABLE OF CONTENTS

How Many Shares Of Common Stock Must Be Present In Order For There To Be A Quorum At The 2026 Annual Meeting?

A majority of the shares that are issued and outstanding and entitled to vote as of the record date must be present at the meeting, either in person by attendance at the virtual meeting or by proxy, in order to hold the meeting and conduct business. Shares are counted as present at the meeting if the stockholder either:

•is present during the virtual meeting; or

•has properly submitted a signed proxy card or other form of proxy.

On March 27, 2026, the record date for the 2026 Annual Meeting, there were 85,504,477 shares of common stock issued and outstanding. Therefore, at least 42,752,239 shares need to be present, either by attendance at the virtual meeting or by proxy, at the 2026 Annual Meeting.

What Happens If A Nominee Is Unable To Stand For Election?

Although the board has no reason to believe any nominee will be unable to stand for election, the board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than 12 nominees.

What Options Do I Have In Voting On Each Of The Proposals?

In the election of directors, you may vote “FOR” or “WITHHOLD AUTHORITY TO VOTE FOR” each nominee. For the proposals with respect to say-on-pay, the Second Amended Plan and the ratification of the appointment of RSM US LLP, and for any other proposal properly brought before the meeting, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

How Many Votes May I Cast?

You are entitled to cast one (1) vote for each share of common stock you owned on the record date. There is no cumulative voting. The proxy card or Notice indicates the number of shares of common stock owned by you. Please note that you may receive multiple 16‑digit control numbers if you hold your shares in multiple accounts.

How Many Votes Are Needed For Each Proposal?

Directors will be elected by a plurality and the 12 individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of First Busey, subject to First Busey’s majority voting policy, discussed below. A “WITHHOLD AUTHORITY TO VOTE FOR” and broker nonvotes will have no effect on the election of any director at the 2026 Annual Meeting.

The holders of a majority of the shares having voting power and present at the annual meeting will be required to approve the say-on-pay proposal, to approve the Second Amended Plan, to ratify the appointment of RSM US LLP and to approve any other matter that arises at the 2026 Annual Meeting. Therefore, abstentions will have the same legal effect as a vote “AGAINST” these matters, while broker nonvotes, if any, will have no effect on these matters. Please note that, because the say-on-pay vote is advisory, the outcome of such vote will not be binding on the board of directors or the Executive Management Compensation and Succession Committee (the “Compensation Committee”).

First Busey has adopted a majority voting policy, which requires an incumbent director who fails to receive the affirmative vote of a majority of the votes cast with respect to his or her election in an uncontested election at a meeting of stockholders to submit his or her resignation following certification of the stockholder vote. Such resignation will first be considered by the members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) (other than the tendering director, if applicable), who will recommend to the board of directors whether to accept or reject the resignation after considering all factors deemed relevant by the committee, including, without limitation, any stated reasons as to why stockholders withheld votes from the director, any alternatives for curing the underlying cause of the withheld votes, the director’s tenure and qualifications, the director’s past and expected future contributions to First Busey, and the overall composition of

TABLE OF CONTENTS

the board, including whether accepting the resignation offer would cause First Busey to be in violation of its constituent documents or fail to meet any applicable regulatory or contractual requirements. The board of directors (other than the tendering director) will then act to accept or reject the Nominating Committee’s recommendation no later than 90 days following the date of the stockholders’ meeting after considering all factors that the board believes to be relevant.

Where Do I Find The Voting Results Of The Meeting?

If available, we will announce voting results at the meeting. The voting results also will be disclosed in a Current Report on Form 8‑K that we will file within four business days after the meeting.

Who Bears The Cost Of Soliciting Proxies?

First Busey bears the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

What is householding and how does it affect me?

In some cases, stockholders holding their shares in “street name,” who share the same surname and address receive only one (1) copy of the proxy materials. This practice, known as “householding,” is designed to reduce our printing and postage costs as well as natural resources. To receive separate copies of the proxy materials in the future from your broker or other fiduciary, or to receive only one (1) copy per household, please contact the broker or other fiduciary holding your shares. If you are a stockholder of record and are receiving multiple copies of our proxy materials, you can request householding by contacting Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or calling Broadridge at (866) 540-7095. If you received a single copy at an address shared by other stockholders and would like a separate copy of the proxy materials for the 2026 Annual Meeting, please make your request to our Corporate Secretary at our principal executive office, 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211, or by calling (217) 365-4630.

TABLE OF CONTENTS

PROPOSAL 1:
ELECTION OF DIRECTORS

The board of directors, upon the recommendation of the Nominating Committee, has nominated our 12 current directors named below for election as directors at the 2026 Annual Meeting for a term expiring at the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and are qualified.

In connection with First Busey’s transformational acquisition by merger (the “Merger”) of CrossFirst Bankshares, Inc. (“CrossFirst”) and pursuant to the terms of that certain Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey and CrossFirst (the “Merger Agreement”), First Busey’s bylaws were amended (the “Bylaw Amendment”) to provide that for a period of three years following the closing of the Merger (the “Specified Period”), the board of directors would be comprised of 13 directors, eight of whom would be legacy First Busey or Busey Bank directors (the “Legacy Busey Directors”) and five of whom would be legacy CrossFirst directors (the “Legacy CrossFirst Directors”). The foregoing, however, did not apply to Michael J. Maddox - if Mr. Maddox left the board of directors, he would not be considered a Legacy CrossFirst Director and there would only be four Legacy CrossFirst Directors. Following Mr. Maddox’s separation from First Busey and resignation from the board of directors, as described in more detail under the heading “NEO Departures-January 2026 Departure of Michael J. Maddox” below, the number of directors comprising the board of directors was therefore decreased from 13 to 12 members.

It is intended that the proxies received in response to this solicitation will be voted for the election of the 12 persons so nominated, unless otherwise specified. If, for any reason, any nominee becomes unavailable for election or declines to serve, persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the board of directors. No circumstances are presently known which would render a nominee named herein unavailable.

Set forth below under “Nominees” is certain biographical information concerning each nominee for director, including principal occupation and age. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years.

Required Stockholder Vote For Election Of Directors

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

Board Recommendation

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

Nominees

Name (Age)

Tenure

Positions with First Busey and Principal Occupation for the Past Five Years

Stanley J. Bradshaw (68)

Director Since: 2016

Mr. Bradshaw is the Principal of Bradshaw Capital Management, LLC, an asset management and advisory firm serving institutional investors and eleemosynary organizations in Pinehurst, North Carolina. He served as Chairman of the Board of Pulaski Financial Corp. from 2006 until its merger with First Busey in 2016. Mr. Bradshaw has also been a director of Triad Business Bank based in Greensboro, North Carolina since February 2020. We have determined that Mr. Bradshaw is “independent” under the rules of Nasdaq.

TABLE OF CONTENTS

Name (Age)

Tenure

Positions with First Busey and Principal Occupation for the Past Five Years

Rodney K. Brenneman (61)

First Busey: 2025 CrossFirst: 2012

Mr. Brenneman was appointed as First Busey’s Lead Independent Director effective March 1, 2025. He has served as a long-time board member, independent business consultant and advisor for numerous companies, including serving on the board of directors of CrossFirst from 2012 until the Merger. From 2011 until August 2014, Mr. Brenneman served as the President and Chief Executive Officer of Butterball LLC, a joint venture of Seaboard Corporation and Maxwell Foods, LLC. Prior to this role, Mr. Brenneman served in various financial and management capacities at Seaboard Corporation (NYSE: SEB). Currently, he also serves on the boards of directors of Clemens Family Corporation, Great Lakes Cheese Co., Inc., P&P Optica Inc., Flovision, and Lifesong for Orphans, Inc. We have determined that Mr. Brenneman is “independent” under the rules of Nasdaq.

Steven W. Caple (60)

First Busey: 2025 CrossFirst: 2018

Mr. Caple is the Chief Executive Officer of Unity Hunt, Inc. (“UHI”), the company through which the family of Lamar Hunt oversees its holdings. Additionally, he serves in various roles for many of the Hunt family’s trusts and portfolio companies, including as board member of the Kansas City Chiefs Football Club, Inc., and FC Dallas Soccer, LLC, and as Chairman of Hunt Midwest Enterprises, Inc. and Hunt Southwest Real Estate, LLC. Mr. Caple is also the co-owner of TRL Management, LLC, Farmersville Holdings, LLC and Hickory Creek Real Estate, LLC. Prior to joining UHI, Mr. Caple served as President of VFT Capital, LP. Mr. Caple served as a director of CrossFirst from 2018 until the Merger. We have determined that Mr. Caple is “independent” under the rules of Nasdaq.

Michael D. Cassens (52)

Director Since: 2019

Mr. Cassens is an Associate Professor in the School of Visual and Media Arts at the University of Montana, having taught Computer Science and Game Development for over 20 years. He has also worked for over 20 years as an independent software developer for companies such as Microsoft and Intel along with a variety of small to medium-sized businesses. Mr. Cassens served as a director of TheBANK of Edwardsville and The Banc Ed Corp. from 2003 until The Banc Ed Corp.’s merger with First Busey in 2019. Mr. Cassens also serves as a director of FirsTech, Inc. (“FirsTech”), Busey Bank’s payment processing subsidiary. We have determined that Mr. Cassens is “independent” under the rules of Nasdaq.

Van A. Dukeman (67)

Director Since: 2007

Mr. Dukeman has over 40 years of banking experience. Mr. Dukeman is Chairman, President and Chief Executive Officer of First Busey, as well as Chairman and Chief Executive Officer of Busey Bank. Additionally, he serves as a director of FirsTech.

TABLE OF CONTENTS

Name (Age)

Tenure

Positions with First Busey and Principal Occupation for the Past Five Years

Jennifer M. Grigsby (57)

First Busey: 2025 CrossFirst: 2013

Ms. Grigsby has over 30 years of senior management experience in accounting, treasury, risk management, corporate governance and corporate finance, primarily in the oil and gas exploration and production industry. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma from March 2021 through November 2022. Ms. Grigsby served as a director of CrossFirst from 2013 until the Merger. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Currently, she also serves on the board of directors of Superior Plus Corp. (TSX: SPB). We have determined that Ms. Grigsby is “independent” under the rules of Nasdaq.

Karen M. Jensen (66)

Director Since: 2019

Ms. Jensen is a registered professional engineer and serves as President and Chief Executive Officer of Farnsworth Group, Inc., a national full-service engineering, architecture and survey firm. Ms. Jensen served as a director of Busey Bank from March 2018 until her appointment to the First Busey board in September 2019, and as a director of South Side Trust & Savings Bank from June 2011 until its merger with Busey Bank in March 2018. We have determined that Ms. Jensen is “independent” under the rules of Nasdaq.

Frederic L. Kenney (67)

Director Since: 2018

Mr. Kenney is an attorney and director of Christy-Foltz, Inc., and Foltz, Inc. Mr. Kenney served as an Associate General Counsel for Archer Daniels Midland (“ADM”) in Decatur, Illinois, from 2001 to December 2018. Until his appointment to the First Busey board in 2018, Mr. Kenney served as a director of Busey Bank or its predecessors since 1995. We have determined that Mr. Kenney is “independent” under the rules of Nasdaq.

Stephen V. King (64)

Director Since: 2013

Mr. King is a founding partner of Prairie Capital, L.P., a private equity firm, and managing member of Daniels & King Ventures, LLC. Mr. King also serves on the boards of directors of several of Prairie Capital’s portfolio companies and several other privately held companies across a variety of industries. We have determined that Mr. King is “independent” under the rules of Nasdaq.

Kevin S. Rauckman (63)

First Busey: 2025 CrossFirst: 2016

Mr. Rauckman is the owner of, and financial consultant for, Rauckman Advisors, LLC, where he has worked since November 2017. He served as a member of the CrossFirst board from 2016 until the Merger. Mr. Rauckman is the former Chief Financial Officer and Treasurer of Garmin Ltd. (NYSE: GRMN), a role he held from 1999 until 2014. Following his tenure at Garmin, Mr. Rauckman served as a financial advisor for MoBank (formerly Bank of Kansas City), a subsidiary of BOK Financial Corporation, from February 2015 through May 2016. Mr. Rauckman serves as a board member, compensation/talent committee member, nomination/governance committee member and the audit committee chairman of JE Dunn Construction Group, and as a board member, audit committee member, human resources/compensation committee member and nomination/governance committee member of MGP Ingredients, Inc. (Nasdaq: MGPI). We have determined that Mr. Rauckman is “independent” under the rules of Nasdaq.

TABLE OF CONTENTS

Name (Age)

Tenure

Positions with First Busey and Principal Occupation for the Past Five Years

Scott A. Wehrli (57)

First Busey: 2025 Busey Bank: 2017

Mr. Wehrli is Chairman and Principal of DuKane Precast Incorporated, a producer of pre-stressed, precast concrete wall panels, columns, beams and parking deck components with plant facilities in Naperville, Aurora and Plainfield, Illinois. He has also served as the mayor of Naperville, Illinois since 2023. Prior to its merger with First Busey in 2017, he served as a member of the First Community Financial Partners, Inc. Board of Directors and on its capital, strategic, leadership and compensation committees. After the merger of First Community Financial Bank with Busey Bank in 2017, he was elected to the Busey Bank Board of Directors and became a member of the First Busey board of directors in 2025. We have determined that Mr. Wehrli is “independent” under the rules of Nasdaq.

Tiffany B. White (55)

First Busey: 2025 Busey Bank: 2021

Dr. White is Professor of Business Administration and Advertising and the Bruce and Anne Strohm Faculty Fellow in the Gies College of Business at the University of Illinois. She serves as Faculty Athletics Representative for the University of Illinois, Big 10 and NCAA, and previously served as Academic Director of the MS in Management Program at Gies College of Business at the University of Illinois. We have determined that Dr. White is “independent” under the rules of Nasdaq.

All directors will hold office for a term of one year, expiring at the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. Except as set forth in the Merger Agreement (including the Bylaw Amendment), there are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer.

Other than Ms. Grigsby and Mr. Rauckman, no nominee or director has been a director of another “public corporation” (i.e., subject to the reporting requirements of the Securities Exchange Act of 1934 (together with all regulations promulgated thereunder, the “Exchange Act”), other than CrossFirst, or of any registered investment company, within the past five years. Ms. Grigsby previously served on the board of directors of Silverbow Resources, Inc. (NYSE: SBOW) and on its audit and compensation committees from 2023 until 2024. Since 2021, Mr. Rauckman has served on the board of directors of MGP Ingredients, Inc. (Nasdaq: MGPI) and on its nomination/governance committee (and served as chairman of this committee until 2025), and since 2025 also has served on its audit committee and human resources/compensation committee.

Finally, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC (“Ascent”), an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from July 2015 until May 2020. On February 6, 2018, three affiliated entities of Ascent, Ascent Resources Marcellus Holdings, LLC, Ascent Resources – Marcellus, LLC, and Ascent Resources Marcellus Minerals, LLC (collectively, the "Marcellus Affiliates"), filed a joint plan of reorganization pursuant to Chapter 11 of the United States Bankruptcy Code (such plan, as amended, the "Reorganization Plan"). Ms. Grigsby was Executive Vice President and Chief Financial Officer of each of the Marcellus Affiliates at the time of the filing. On March 30, 2018, the Reorganization Plan was confirmed by the United States Bankruptcy Court for the District of Delaware and on May 8, 2018, the Chapter 11 bankruptcy cases of the Marcellus Affiliates were closed.

Director Qualifications

The particular experience, qualifications, attributes or skills that led the board to conclude that each member is qualified to serve on the board and any committee he or she serves on are as follows:

Stanley J. Bradshaw. We consider Mr. Bradshaw to be a qualified candidate for service on the board, and the Nominating Committee and Compensation Committee, due to his extensive experience with banking institutions

TABLE OF CONTENTS

as the former Chairman of the Board of Pulaski Financial Corp.; as the former Chairman of the Board and Chief Executive Officer of Roosevelt Financial Group and its wholly owned subsidiary, Roosevelt Bank; as the Chairman of the Board of Square 1 Financial Corp. and its wholly owned subsidiary, Square 1 Bank; as a director of Triad Business Bank; and as a private investor. Mr. Bradshaw provides the board with important insight into the financial markets and valuation issues, as well as insight into stockholder perspectives.

Rodney K. Brenneman. We consider Mr. Brenneman to be a qualified candidate for service on the board, and the Nominating Committee and the Compensation Committee, due to his professional background and experience in senior executive leadership positions, as well as his extensive experience serving on boards of directors, including as the Chairman of the Board of CrossFirst. Mr. Brenneman’s extensive understanding of strategic planning, tactical business decision-making, risk management and corporate financial statements serves as an excellent resource to the board. Also, his business experience and community involvement in the Kansas City metropolitan area provides the board with important insight into the greater Kansas City and Wichita markets.

Steven W. Caple We consider Mr. Caple to be a qualified candidate for service on the board, and the Nominating Committee and the Compensation Committee, due to his professional background and significant management experience across many industries, as well as his extensive understanding of corporate financial statements. Mr. Caple’s legal background and breadth of experience provides the board with invaluable knowledge and expertise regarding corporate governance and business strategy. Also, his business experience and community involvement in Dallas, Texas provides the board with important insight into the Company’s Dallas, Frisco and Fort Worth markets.

Michael D. Cassens. We consider Mr. Cassens to be a qualified candidate for service on the board, and the Enterprise Risk Committee and the Audit Committee, due to his extensive business knowledge. Mr. Cassens’ computer science knowledge, acquired as a professor and independent developer, positively enhances the diversity of skills presented by the board as a whole. His service on the board of The Banc Ed Corp. for over 16 years provides the board with important insight into the greater St. Louis Missouri-Illinois Metropolitan Statistical Area.

Van A. Dukeman. We consider Mr. Dukeman to be a qualified candidate for service on the board due to his skills and experience in the financial services industry and the intimate familiarity with First Busey’s operations that he has acquired as its Chairman, President and Chief Executive Officer and as the President and Chief Executive Officer of Main Street Trust, Inc. and its predecessors prior to their merger with First Busey in 2007. Throughout his long career with First Busey and its predecessors, Mr. Dukeman has obtained substantial public company experience and M&A expertise that enables him to make valuable contributions of knowledge to the board.

Jennifer M. Grigsby. We consider Ms. Grigsby to be a qualified candidate for service on the board, and the Enterprise Risk Committee and the Audit Committee, due to her significant accounting, treasury, risk management, financial and general business experience, particularly in the energy sector. Ms. Grigsby’s unique background and energy sector experience provides the board with key understanding of the Company’s markets in the southwestern United States.

Karen M. Jensen. We consider Ms. Jensen to be a qualified candidate for service on the board, and the Compensation Committee and the Enterprise Risk Committee, due to her extensive business experience, as well as the knowledge she has gained as a member of the boards of directors of South Side Trust & Savings Bank and Busey Bank. Ms. Jensen’s extensive consulting knowledge and the insights that she has acquired in growing Farnsworth Group, Inc., both organically and through acquisitions, positively enhances the diversity of experience represented by the board.

TABLE OF CONTENTS

Frederic L. Kenney. We consider Mr. Kenney to be a qualified candidate for service on the board, and the Nominating Committee and the Audit Committee, due to his skills and expertise in business law and his intimate knowledge of the First Busey organization due to his long-time service as a member of the Busey Bank board. Mr. Kenney is an attorney and director of Foltz, Inc., which specializes in real estate ownership and development, director of Christy-Foltz, Inc., a commercial construction company, and director of Decatur Construction Services, Inc., a materials/concrete construction vendor. Mr. Kenney served as Associate General Counsel for ADM in Decatur, Illinois, from 2001 to 2018.

Stephen V. King. We consider Mr. King to be a qualified candidate for service on the board, and the Nominating Committee and the Compensation Committee, due to his business and financial expertise acquired through his experience as a founding partner and managing member of a private equity firm, as well as due to his experience and knowledge gained as a member of many boards of directors throughout his career for companies operating in a variety of industries.

Kevin S. Rauckman. We consider Mr. Rauckman to be a qualified candidate for service on the board, and the Enterprise Risk Committee and the Audit Committee, due to his extensive public company experience and significant financial and investment experience. Mr. Rauckman’s background as a CFO for a large public company, coupled with his ongoing service as chairman of committees for other public and private companies, enables Mr. Rauckman to offer seasoned advice to the board.

Scott A. Wehrli. We consider Mr. Wehrli to be a qualified candidate for service on the board, and the Enterprise Risk Committee, due to his business and financial expertise acquired through his experience as Chairman and Principal of Dukane Precast Incorporated, his financial industry expertise and knowledge gained as a member of the First Community and Busey Bank boards of directors. In addition to his business experience, Mr. Wehrli’s service as mayor of a major Chicago suburb allows him to provide the board with distinctive insights on one of the Company’s major markets.

Tiffany B. White. We consider Dr. White to be a qualified candidate for service on the board, and the Enterprise Risk Committee, due to her extensive experience and business acumen garnered through teaching at the University of Illinois and her educational background and research in the area of advertising and, particularly, consumer-brand relationships, as well as the financial industry expertise and knowledge that she has gained as a member of the Busey Bank board of directors. Dr. White provides a unique and valuable perspective on First Busey’s strategic initiatives.

EXECUTIVE OFFICERS, CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Executive Officers

The business experience of each of First Busey’s executive officers for at least the past five years is set forth below.

Van A. Dukeman. Mr. Dukeman, age 67, has been serving as a Director and Chief Executive Officer of First Busey since August 2007, as President of First Busey and Chief Executive Officer of Busey Bank since January 2026, as Chairman of the Board of First Busey since July 2020 and as Chairman of the Board of Busey Bank since 2007. Prior to that, Mr. Dukeman served as President and Chief Executive Officer of Busey Bank from October 2023 until March 2025. Prior to August 2007, Mr. Dukeman served as a Director, Chief Executive Officer, and President of Main Street Trust, Inc. from May 1998 until its merger with First Busey.

Amy L. Randolph. Ms. Randolph, age 51, has been serving as Chief Operating Officer of First Busey and Busey Bank since October 2023. Prior to her appointment as Chief Operating Officer, Ms. Randolph served as Chief of Staff of First Busey and Busey Bank from April 2017 to October 2023; Executive Vice President and Chief Brand Officer of First Busey and Busey Bank from March 2014 to April 2017; and Senior Vice President of Growth Strategies of First Busey and Busey Bank from February 2008 to March 2014.

Christopher H.M. Chan. Mr. Chan, age 40, has been serving as Chief Financial Officer of First Busey and Busey Bank since September 2025. Prior to joining First Busey, Mr. Chan served as Executive Vice President, Chief Strategy Officer at First National Bank from May 2025 to September 2025, and as Senior Vice President, Director of Corporate Strategy from July 2019 to May 2025, where he was responsible for leading strategic planning,

TABLE OF CONTENTS

investor relations, corporate development, and advancing First National Bank’s digital and data strategy, with oversight of digital channels, data science, artificial intelligence, and data management and governance. Prior to that, Mr. Chan served as a Portfolio Manager at Balyasny Asset Management.

Monica L. Bowe. Ms. Bowe, age 52, has been serving as Chief Risk Officer of First Busey and Busey Bank since January 2020. Prior to that, Ms. Bowe served as Senior Director of Operational Risk Program Management at KeyBank, a subsidiary of KeyCorp headquartered in Cleveland, Ohio, since 2015.

Amy J. Fauss. Ms. Fauss, age 58, has been serving as Chief Information and Technology Officer of First Busey and Busey Bank since March 2025. Prior to that, Ms. Fauss served as Chief Operating Officer of CrossFirst from February 2024 to March 2025; Chief Human Resources Officer and Chief Administrative Officer of CrossFirst and CrossFirst Bank from May 2023 to February 2024; Chief Human Resources Officer of CrossFirst and CrossFirst Bank from January 2021 until May 2023; and Chief Operating Officer of CrossFirst Bank from December 2009 until June 2022. Prior to joining CrossFirst, Ms. Fauss served as Executive Vice President and Chief Operating Officer of Solutions Bank, where she directed all aspects of daily operations and human resources. Ms. Fauss’s experience also includes senior management positions at Hillcrest Bank and Citizens-Jackson County Bank.

T. Anthony Hammond. Mr. Hammond, age 44, has been serving as President of Busey Bank since January 2026. Prior to that, Mr. Hammond served as Busey Bank’s President of Regional Banking since joining Busey Bank in May 2025, overseeing Busey Bank’s regional operating sales and revenue model which includes all commercial, wealth, treasury management, payments, and specialty business units. Mr. Hammond has two decades of commercial banking experience-including serving as Head of Commercial and Middle Market Banking at Heartland Financial USA and senior leadership roles at Arizona Bank & Trust, Johnson Bank and BOK Financial-with a track record of consistently leading high-performing teams, growing market share, and attracting top talent across the industry.

Chip S. Jorstad. Mr. Jorstad, age 45, has been serving as Chief Credit Officer of Busey Bank. Prior to that appointment, Mr. Jorstad has served in several roles with Busey Bank: as President of Credit and Bank Administration of Busey Bank from July 2022 to March 2025; Co-Chief Banking Officer from May 2020 to July 2022; Regional President Downstate Illinois of Busey Bank from April 2017 to May 2020; Director of Middle Market and Agricultural Banking from January 2014 to September 2015; and Senior Vice President from February 2011 to January 2014. Mr. Jorstad left Busey Bank for a brief period and served as Director of Commercial Real Estate for JSM Commercial from October 2015 until April 2017. Prior to joining Busey Bank in 2011, Mr. Jorstad worked as Director of Advancement for the University of Illinois at Urbana-Champaign, and also served as an Assistant Vice President for First Midwest Bank.

Scott A. Phillips. Mr. Phillips, age 47, has been serving as Chief Accounting Officer of First Busey and Busey Bank since February 2025, and as First Busey’s Principal Accounting Officer since March 2023. Mr. Phillips previously served as Interim Chief Financial Officer of First Busey and Busey Bank from February 2025 to September 2025, and as Corporate Controller of First Busey and Busey Bank from January 2019 to February 2025. Prior to that, Mr. Phillips was in the banking industry for nine years at BB&T Corporation (now Truist Financial) and Florida Community Bank after beginning his career at a Big 4 public accounting firm serving clients primarily in the financial services industry.

John J. Powers. Mr. Powers, age 70, has been serving as General Counsel of First Busey and Busey Bank since December 2011 and as Corporate Secretary of First Busey since May 2023. Prior to that, he was a stockholder of Meyer Capel, P.C., a law firm based in Champaign, Illinois, since 1998.

General

The Company’s board has established a set of Corporate Governance Guidelines that address board composition, the selection of directors, board meetings, committee meetings, and other matters. The Corporate Governance Guidelines are available on our website at busey.com/governance.

Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the board does not involve itself in the day-to-day operations of First Busey, which are led by our executive officers and management. Our directors fulfill their duties and

TABLE OF CONTENTS

responsibilities by attending regular meetings of the full board, which are generally held every two months; special meetings, which are held from time to time; and through committee membership, which is discussed below. Our directors also discuss business and other matters with our key executives and our principal external advisers, such as our legal counsel, independent registered public accounting firm and other consultants.

A majority of our directors are “independent,” as defined by Nasdaq listing standards, and the board has determined that the independent directors do not have other relationships with us that prevent them from making objective, independent decisions. Generally, the board undertakes an annual review of director independence. This independence review is further supplemented by an annual questionnaire that each director is required to complete and that contains a number of questions related to, among other things, independence and related-party transactions. Because of his current position as an executive officer of First Busey, Mr. Dukeman is not considered “independent.”

Our board of directors held six regular meetings, one special meeting, four executive sessions without management present and one study session during 2025. All incumbent directors attended at least 75% of the board meetings and meetings of committees of which they were members. We require all of our directors to attend the annual meeting of our stockholders. Last year all of our then-current directors attended the annual meeting, and we expect all of our current directors will attend the 2026 Annual Meeting.

The board of directors has established four committees: the Compensation Committee, the Audit Committee, the Nominating Committee, and the Enterprise Risk Committee. Each such committee is comprised solely of independent directors.

Any stockholder who wishes to contact the full board may do so: (a) in writing, in care of our General Counsel and Corporate Secretary, by mail to First Busey Corporation, 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211; or (b) electronically, through the hyperlink available at our website at busey.com/informationrequest. Communications to the board will be compiled by our General Counsel and Corporate Secretary and submitted to the intended recipient(s) on a periodic basis. In general, communications relating to corporate governance and Board matters are more likely to be forwarded than communications relating to ordinary business affairs or commercial solicitations.

Executive Management Compensation And Succession Committee

The Compensation Committee met nine times in 2025. From January 1, 2025 to February 28, 2025, the Compensation Committee was comprised of Stephen V. King (Chair), Stanley J. Bradshaw, Karen M. Jensen and Cassandra R. Sanford. Since March 1, 2025, the Compensation Committee is comprised of Stephen V. King (Chair), Stanley J. Bradshaw, Rodney K. Brenneman, Steven W. Caple and Karen M. Jensen. Each member is an “independent” director as defined by Nasdaq listing requirements and Rule 10C-1 under the Exchange Act and a “non-employee” director under Section 16 of the Exchange Act. The Compensation Committee charter is available on our website at busey.com/governance.

The primary responsibilities of the Compensation Committee include, among other things, (a) discharging the board’s responsibilities relating to compensation of the Chief Executive Officer and other executive officers that report directly to the Chief Executive Officer, (b) approving and evaluating all compensation of the executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company, (c) reviewing and evaluating the compensation of directors and making recommendations to the board with respect to changes to director compensation and director compensation plans and the granting of equity awards to non-employee directors, (d) producing an annual compensation discussion and analysis report and reviewing all other disclosures regarding executive compensation required to be included in the Company’s proxy statement and other filings with the SEC in accordance with applicable rules and regulations, and (e) considering and proposing to the board management succession strategies.

Audit Committee

The Audit Committee met six times in 2025. From January 1, 2025 to February 28, 2025, the Audit Committee was comprised of Frederic L. Kenney (Chair), Samuel P. Banks, George Barr, Michael D. Cassens and Cassandra R. Sanford. Since March 1, 2025, the Audit Committee is comprised of Frederic L. Kenney (Chair), Michael D.

TABLE OF CONTENTS

Cassens, Jennifer M. Grigsby, Kevin S. Rauckman and Tiffany B. White. Each of these committee members is considered “independent” according to Nasdaq listing requirements and Rule 10A-3 under the Exchange Act, as required for audit committee membership. The board of directors has determined that Mr. Kenney qualifies as an “audit committee financial expert” under the regulations of the SEC based on his level of education and experience, which includes his current responsibility for the oversight and management of financial results and reports prepared by independent auditors for Christy-Foltz, Inc., Foltz, Inc. and Decatur Construction Services, Inc., as well as his involvement, during his nearly two decades with ADM, in communications with internal and external auditors and the preparation of notes and disclosures.

The responsibilities and functions of the Audit Committee and its activities during 2025 are described in more detail under the heading “Report of the Audit Committee” in this proxy statement. The Audit Committee charter is available on our website at busey.com/governance.

The Audit Committee has adopted procedures for the treatment of complaints or concerns regarding accounting, internal accounting controls or auditing matters. In addition, the Audit Committee reviews and approves all related-party transactions that would be reportable under applicable SEC rules, except for those lending relationships and transactions that are approved under Busey Bank’s policies. The Audit Committee has also implemented pre-approval policies and procedures for all audit and non-audit services. Generally, the Audit Committee requires pre-approval of any services to be provided by our independent registered public accounting firm, RSM US LLP, to First Busey or any of our affiliates. Additionally, the Audit Committee also pre-approves other services provided by third parties related to compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and tax and accounting matters. The pre-approval procedures also allow the Audit Committee’s Chair to pre-approve services in the event that a meeting cannot be held prior to the necessary action.

Nominating And Corporate Governance Committee

The Nominating Committee met six times in 2025. From January 1, 2025 to February 28, 2025, the Nominating Committee was comprised of Stanley J. Bradshaw (Chair), George Barr, and Stephen V. King. Since March 1, 2025, the Nominating Committee is comprised of Stanley J. Bradshaw (Chair), Rodney K. Brenneman, Steven W. Caple, Frederic L. Kenney and Stephen V. King. Each member is considered “independent” according to Nasdaq listing requirements.

The primary responsibilities of the Nominating Committee include, among other things, the nomination of individuals for election to the board, the review of qualifications of directors to stand for election and the implementation and maintenance of our corporate governance procedures. The Nominating Committee charter is available on our website at busey.com/governance.

The Nominating Committee reviews qualified director candidates and looks for candidates who present varied, complementary backgrounds that emphasize both business experience and community standing across the Company’s markets. The Nominating Committee believes that the composition of the board should collectively encompass a broad range of skills, experience, expertise and attributes useful to the effective oversight of the Company’s business. The Nominating Committee also believes that directors should possess the highest personal and professional ethics.

First Busey’s Corporate Governance Guidelines have established the following minimum criteria, which it considers necessary for service on the board:

•possession of the highest personal and professional ethics, integrity and values;

•effective leadership and sound judgment in the nominee’s professional life;

•exemplary management and communication skills;

•active leadership in the nominee’s profession, business or organization;

•knowledge of business, economic and community issues;

TABLE OF CONTENTS

•a lack of conflicts of interest that would prevent the nominee from serving on the board; and

•for non-employee nominees, independence from management to the extent required in order for a majority of the board to be made up of directors who meet the definition of an “independent director” as set forth by Nasdaq.

The Nominating Committee reviews the qualifications of each potential director candidate and identifies nominees by consensus.

The Nominating Committee evaluates all candidates in the same way regardless of the source of such candidate, including any stockholder recommendations. Because of this, there is no separate policy with regard to consideration of candidates recommended by stockholders. No third party was retained, in any capacity, to provide assistance in either identifying or evaluating potential director nominees for the 2026 Annual Meeting.

Enterprise Risk Committee

The Enterprise Risk Committee met six times in 2025. From January 1, 2025 to February 28, 2025, the Enterprise Risk Committee was comprised of Michael D. Cassens (Chair), Samuel P. Banks, Karen M. Jensen and Frederic L. Kenney. Since March 1, 2025, the Enterprise Risk Committee is comprised of Michael D. Cassens (Chair), Jennifer M. Grigsby, Karen M. Jensen, Kevin S. Rauckman and Scott A. Wehrli. Each member is an “independent” director as defined by Nasdaq listing requirements and Rule 10C-1 under the Exchange Act and a “non-employee” director under Section 16 of the Exchange Act. The Enterprise Risk Committee charter is available on our website at busey.com/governance.

The primary responsibilities of the Enterprise Risk Committee include oversight of the Company’s risk management strategies, policies, and practices related to the identification, assessment, monitoring and management of the Company’s risks.

Director Nominations And Qualifications

In accordance with our bylaws, a stockholder may nominate a director for election at the 2027 Annual Meeting by submitting a written notice of the proposed director nomination with our Corporate Secretary, at 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211, no earlier than the close of business on January 20, 2027, and no later than the close of business on February 19, 2027. Any notice received after February 19, 2027 will be considered untimely. The stockholder’s notice of intention to nominate a director must include: (a) for each person to be nominated: (i) the name, age, business address and residential address of each nominee; (ii) the principal occupation or employment of each nominee; (iii) the class and number of shares of stock owned by the nominee on the date of the notice; (iv) a written questionnaire with respect to the background and qualification of each nominee, completed and executed by each nominee, in the form to be provided by the Corporate Secretary upon written request of any stockholder of record within five days of such request; (v) a written statement executed by each nominee acknowledging that such nominee (A) consents to being named as a nominee in the proxy statement and form of proxy relating to the meeting at which directors are to be elected and to serving as a director if elected, and (B) represents that such nominee has read and agrees to adhere to First Busey’s code of ethics, Corporate Governance Guidelines and Insider Trading Policy, and any other of First Busey’s policies or guidelines applicable to directors, including with regard to securities trading; and (vi) any other information relating to each nominee that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Exchange Act, in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors, regardless of whether such nominee is subject to the provisions of such regulations; and (b) as to the stockholder giving notice: (i) the name and address, as they appear on First Busey’s books, of the nominating stockholder and the name and principal business or residential address of any other beneficial stockholders known by the nominating stockholder to support each nominee; and (ii) the class and number of shares of stock that are owned beneficially and of record by the nominating stockholder on the date of the notice and the number of shares owned beneficially by any other record or beneficial stockholders known by the nominating stockholder to be supporting each nominee on the date of the notice. The board of directors and/or the Nominating Committee may request additional information in order to make a determination as to whether any nomination satisfies the requirements of our bylaws.

TABLE OF CONTENTS

Notwithstanding the foregoing, in order to include information with respect to a stockholder director nomination in the proxy statement and form of proxy for First Busey’s 2027 Annual Meeting, stockholders must provide written notice and other required information to the Corporate Secretary of the Company by no later than December 10, 2026, as required by the SEC’s shareholder proposal rules under Rule 14a-8, and must comply with the other requirements of the Exchange Act (including those under Rule 14a-8 and Rule 14a-19). Stockholders who intend to solicit proxies in support of a director candidate other than the Company’s nominees for consideration by the stockholders at the Company’s 2027 Annual Meeting of Stockholders must comply with the SEC’s “universal proxy card” rules under Rule 14a-19. Rule 14a-19 requires proponents to provide a written notice to the Corporate Secretary of the Company, no later than March 21, 2027, setting forth all of the information and disclosures required by Rule 14a-19. If the 2027 Annual Meeting of Stockholders is set for a date that is not within thirty (30) calendar days of the anniversary of the date of the 2026 Annual Meeting of Stockholders, then notice must be provided by the later of sixty (60) calendar days prior to the date of the 2027 Annual Meeting of Stockholders or by the close of business on the tenth (10th) calendar day following the day on which a public announcement of the date of the 2027 Annual Meeting of Stockholders is first made.

The Nominating Committee identifies nominees by first evaluating the current members of the board who are willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the Nominating Committee or the board decides not to re-nominate a member for re-election, the Nominating Committee may identify a new nominee with the desired skills and experience of a new nominee in light of the criteria above.

For the 2026 Annual Meeting, upon the recommendation of the Nominating Committee, the board of directors nominated for election to the board each of the 12 incumbent directors, taking into account First Busey’s obligations under the Merger Agreement and the Bylaw Amendment. First Busey did not receive any stockholder nominations pursuant to the Company’s bylaws for directorships for the 2026 Annual Meeting.

Other Stockholder Proposals

In accordance with our bylaws, if a stockholder intends to present a proposal at First Busey’s 2027 Annual Meeting, our Corporate Secretary must receive written notice of such matter in the form required by our bylaws no earlier than the close of business on January 20, 2027, and no later than the close of business on February 19, 2027. Any notice received after February 19, 2027 will be considered untimely.

Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for First Busey’s 2027 Annual Meeting, stockholders must provide written notice and other required documentation to the Corporate Secretary of the Company by no later than December 10, 2026, as required by Rule 14a-8, and must comply with the other requirements of the Exchange Act (including those under Rule 14a-8).

Board Leadership Structure

Our board does not have a formal policy requiring the separation of the roles of Chairman of the board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the board, with the advice and assistance of the Nominating Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate.

We believe our board leadership structure is the most appropriate at this time because of the efficiencies achieved in having the role of Chairman and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that our Chief Executive Officer possesses greatly enhances the decision-making processes of the board as a whole. Over his 38-year career at First Busey and Main Street Trust, Inc. prior to its merger with First Busey, Mr. Dukeman has developed extensive knowledge of, and deep experience in, First Busey and the banking industry more broadly. Moreover, the board believes that having Mr. Dukeman serve in both capacities is in the best interests of the Company and its stockholders because it enhances communication between the board and management and allows Mr. Dukeman to more effectively execute the Company’s strategic initiatives and business plans and to confront its challenges.

SEC Form DEF 14A filed by First Busey Corporation