buse-20260413

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

(Amendment No. 1)

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 all boxes that apply):


☒			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.

EXPLANATORY NOTE

This amended filing is being made solely to include Appendix A: First Busey Corporation Second Amended 2020 Equity Incentive Plan to the definitive proxy statement on Schedule 14A of First Busey Corporation (the “Company”) filed with the Securities and Exchange Commission on April 9, 2026, in connection with the solicitation of proxies by the Company for the Annual Meeting of Stockholders to be held on May 20, 2026, which Appendix A was inadvertently omitted from the original filing. No other changes have been made to the original proxy materials, and this supplemental filing does not change the proposals to be acted upon by shareholders.

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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

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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

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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

SEC Form DEFR14A filed by First Busey Corporation