Document

S-8 1 buse_20260526xs-8xregistra.htm S-8 Document

As filed with the Securities and Exchange Commission on May 26, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________

First Busey Corporation

(Exact name of Registrant as specified in its charter)


Nevada						37-1078406
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

______________________

11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
(Address of principal executive offices)

______________________

FIRST BUSEY CORPORATION SECOND AMENDED 2020 EQUITY INCENTIVE PLAN
(Full title of the plan)

______________________

John J. Powers
Executive Vice President, General Counsel
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
(Name and address of agent for service)

(217) 365-4544
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (check one):


Large accelerated filer	þ	Accelerated filer o	Non-accelerated filer o
Smaller reporting company	☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: o

EXPLANATORY NOTE

At the 2026 Annual Meeting of Stockholders of First Busey Corporation (“First Busey” or the “Registrant”), First Busey’s stockholders approved the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Plan”), which provides for grants of equity awards to designated officers, employees, non-employee directors and consultants of the Registrant and its subsidiaries. The number of shares of the Registrant’s common stock, $0.001 par value (the “Shares”) which may be granted under the Plan has been increased by 2,100,000 Shares from the previous 975,000 Shares that were previously authorized for issuance under the First Busey Corporation 2020 Equity Incentive Plan, effective May 20, 2020, and the previous 1,350,000 Shares that were previously authorized for issuance under the First Busey Corporation Amended 2020 Equity Incentive Plan, effective May 24, 2023. This Registration Statement on Form S-8 relates to the additional 2,100,000 Shares authorized for issuance under the Plan.

Pursuant to General Instruction E on Form S-8, the contents of the Registration Statement on Form S-8 with respect to the First Busey Corporation 2020 Equity Incentive Plan (Registration No. 333-238782), filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2020, and the contents of the Registration Statement on Form S-8 with respect to the First Busey Corporation Amended 2020 Equity Incentive Plan (Registration No. 333-272268), filed with the Commission on May 30, 2023, including the information contained therein, are hereby incorporated by reference to this Registration Statement on Form S-8 (the “Registration Statement”), except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 (the “Securities Act”) and the introductory note to Part I of the Form S-8. The documents containing the information specified in this Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(i)the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026;

(ii)the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 6, filed with the Commission on M ay 7, 2026;

(iii)the Registrant’s Current Reports on Form 8-K filed with the Commission on January 13, 2026, January 27, 2026 (solely Item 5.02 thereof), February 3, 2026, April 14, 2026, May 5, 2026; and May 22, 2026; and

(iv)the description of the Registrant’s securities registered pursuant to Section 12 of the Exchange Act , contained in Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 202 5 , filed with the Commission on February 2 6 , 202 6, and all amendments or reports filed for the purpose of updating such description.

Each document or report subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement from the date of filing of such document or report; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference in this Registration Statement.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus which is a part hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement or the prospectus which is a part hereof.

Item 4. Description of Securities.

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

Item 5. Interests of Named Experts and Counsel.

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

Item 6. Indemnification of Directors and Officers.

Subsection 1 of Section 78.7502 of the Nevada Revised Statutes Annotated (the “NRS”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited liability company, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding if that person: (i) is not liable pursuant to NRS Section 78.138, or (ii) acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS Section 78.138 or did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Subsection 2 of Section 78.7502 of the NRS empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if the person: (i) is not liable under NRS Section 78.138, or (ii) acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification pursuant to this section may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Subsection 3 of Section 78.7502 of the NRS further provides that any discretionary indemnification under Section 78.7502, unless ordered by a court or advanced under subsection 2 of NRS 78.751, may be made by a corporation only as authorized in each specific case upon a determination that indemnification of a director, officer, employee or agent is proper under the circumstances. The determination must be made by: (i) the stockholders; (ii) the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (iii) independent legal counsel, in a written opinion, if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, or if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained.

Section 78.751 of the NRS provides that a corporation shall indemnify any person who is a director, officer, employee or agent of a corporation to the extent such person has been successful on the merits or otherwise in defense of: (i) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) any claim, issue or matter therein, against expenses actually and reasonably incurred by such person in connection with defending the action, including, without limitation, attorney’s fees. Unless otherwise restricted by a corporation’s articles of incorporation, by-laws or other agreement, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation.

Section 78.751 of the NRS further provides that the indemnification provided for by Section 78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators.

Section 78.752 of the NRS empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and the liability and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the authority to indemnify such person against such liabilities and expenses.

Subsection 7 of Section 78.138 of the NRS provides that, except as otherwise provided in certain sections of the NRS, or unless the corporation’s articles of incorporation, or an amendment thereto, provide for greater individual liability, a director or officer of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption that the director or officer acted in good faith, on an informed basis, and with a view to the interests of the corporation has been rebutted and it is proven that: (i) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Article Tenth of First Busey’s amended and restated articles of incorporation, as amended (the “Articles”), provides that no director or officer shall be personally liable to First Busey or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for: (i) acts or omissions that involve intentional misconduct, fraud or a knowing violation of law; or (ii) the payment of distributions in violation of Section 78.300 of the NRS.

Article Thirteenth of the Articles provides that First Busey shall, to the fullest extent permitted by Section 78.751 of the NRS, as the same may be amended or supplemented from time to time, indemnify any and all persons whom First Busey shall have power to indemnify under Section 78.751 of the NRS from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 78.751, and the indemnification provided for shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

First Busey’s second amended and restated by-laws, as amended, provide further that First Busey shall indemnify and hold harmless any person, subject to the limits of applicable federal law and regulation and to the fullest extent permissible under the NRS, who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative of, is or was a director, officer, employee or agent of First Busey, or is or was serving at First Busey’s request or for its benefit as a director, officer, employee or agent of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, or as a manager of a limited liability company (each, an “Indemnified Person” and, collectively, “Indemnified Persons”), against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnified Person in connection therewith. First Busey’s board of directors may in its discretion cause the expenses of Indemnified Persons incurred in defending a civil or criminal action, suit or proceeding to be paid by First Busey as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified by First Busey. Any such right of indemnification shall be in addition to and shall not be exclusive of any other right that any Indemnified Person may have or hereafter acquire and, without limiting the generality of such statement, such Indemnified Person shall also be entitled to such Indemnified Person’s respective rights of indemnification under the Articles and any by-law, agreement, vote of stockholders, provision of law or otherwise.

Additionally, the Registrant maintains directors’ and officers’ liability insurance which covers certain liabilities and expenses of its directors and officers, subject to certain limits and exceptions.

Item 7. Exemption from Registration Claimed.

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

Item 8. Exhibits.

See the Exhibit Index beginning on page 7.

Item 9. Undertakings.

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, State of Kansas, on the 26ᵗʰ of May, 2026.

FIRST BUSEY CORPORATION

By:

/s/ VAN A. DUKEMAN

Van A. Dukeman

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ CHRISTOPHER H.M. CHAN

Christopher H.M. Chan

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

By:

/s/ SCOTT A. PHILLIPS

Scott A. Phillips

Executive Vice President, Chief Accounting Officer

(Principal Accounting Officer)

POWERS OF ATTORNEY

We, the undersigned directors and officers of First Busey hereby severally constitute and appoint Van A. Dukeman, Christopher H.M. Chan, John J. Powers and Amy L. Randolph, as our true and lawful attorneys and agents, each with full power of substitution, to do any and all things in our names in the capacities indicated below which said attorneys and agents may deem necessary or advisable to enable First Busey to comply with the Securities Act, and any rules, regulations and requirements of the Commission, in connection with the registration of common stock of First Busey issued pursuant to the First Busey Corporation Second Amended 2020 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated and shall be effective as of May 26, 2026.

Signature

Title

/s/ VAN A. DUKEMAN

Chairman, President and Chief Executive Officer; Director

Van A. Dukeman

(Principal Executive Officer)

/s/ CHRISTOPHER H.M. CHAN

Executive Vice President, Chief Financial Officer

Christopher H.M. Chan

(Principal Financial Officer)

/s/ SCOTT A. PHILLIPS

Executive Vice President, Chief Accounting Officer

Scott A. Phillips

(Principal Accounting Officer)

Signature

Title

Signature

Title

/s/ STANLEY J. BRADSHAW

Director

/s/ FREDERIC L. KENNEY

Director

Stanley J. Bradshaw

Frederic L. Kenney

/s/ RODNEY K. BRENNEMAN

Director

/s/ STEPHEN V. KING

Director

Rodney K. Brenneman

Stephen V. King

/s/ STEVEN W. CAPLE

Director

/s/ KEVIN S. RAUCKMAN

Director

Steven W. Caple

Kevin S. Rauckman

/s/ MICHAEL D. CASSENS

Director

/s/ SCOTT A. WEHRLI

Director

Michael D. Cassens

Scott A. Wehrli

/s/ JENNIFER M. GRIGSBY

Director

/s/ TIFFANY B. WHITE

Director

Jennifer M. Grigsby

Tiffany B. White

/s/ KAREN M. JENSEN

Director

Karen M. Jensen

EXHIBIT INDEX

Incorporated herein by reference

Exhibit

Number

Description of Exhibit

Filing Entity

(File No.)

Form

Exhibit

Filing Date

Filed

Herewith

4.1

Amended and Restated Articles of Incorporation of First Busey Corporation, together with: (i) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; (ii) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; (iii) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; and (iv) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015

BUSE

(000-15950)

10-Q

3.1

11/06/2015

4.2

Certificate of Amendment to Articles of Incorporation of First Busey Corporation, dated May 22, 2020

BUSE

(333-238782)

S-8

4.2

05/29/2020

4.3

C ertificate of Amendment to Articles of Incorporation dated February 27, 2025

BUSE
(000-15950)

8-K

3.3

03/03/2025

4.4

S econd Amended and Restated By-Laws of First Busey Corporation

BUSE
(000-15950)

8-K

3.1

12/07/2023

4.5

A mendment to the Second Amended and Restated By-Laws of First Busey Corporation

BUSE
(000-15950)

8-K

3.5

03/03/2025

4.6

First Busey Corporation Second Amended 2020 Equity Incentive Plan, as amended

BUSE

(001-42677)

DEFR 14A

Appendix A

04/13/2026

4.7

Form of Restricted Stock Unit Award Agreement under the First Busey Corporation Second Amended 2020 Equity Incentive Plan

4.8

Form of Performance-Based Restricted Stock Unit Award Agreement under the First Busey Corporation Second Amended 2020 Equity Incentive Plan

4.9

Form of Director Deferred Stock Unit Award Agreement under the First Busey Corporation Second Amended 2020 Equity Incentive Plan

5.1

Opinion of Snell & Wilmer LLP

23.1

Consent of Independent Registered Public Accounting Firm, RSM US LLP

Incorporated herein by reference

Exhibit

Number

Description of Exhibit

Filing Entity

(File No.)

Form

Exhibit

Filing Date

Filed

Herewith

23.2

Consent of Snell & Wilmer LLP, special counsel to First Busey Corporation (included as part of Exhibit 5.1)

24.1

Powers of Attorney (included in the signature page hereto)

107

Calculation of Filing Fee Table

SEC Form S-8 filed by First Busey Corporation