STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 10. STOCK-BASED COMPENSATION

CrossFirst Acquisition

The CrossFirst acquisition impacted Busey and CrossFirst equity awards:

Treatment of Busey’s Equity Awards

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

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

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

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

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

Treatment of CrossFirst’s Equity Awards

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

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

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

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

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

Stock Options

Busey has outstanding stock options assumed from a 2017 acquisition. A summary of the status of, and changes in, Busey's stock option awards for the three months ended March 31, 2025, follows:

Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2024	15,106	$	23.53	1.87 years
Exercised	—	—
Forfeited	—	—
Outstanding at March 31, 2025	15,106	23.53		1.63 years
Exercisable at March 31, 2025	15,106	23.53		1.63 years

Stock Settled Appreciation Rights

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

A summary of SSAR activity during 2025 is presented below:

SSARs	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2024	—	$	—	—
Replacement of CrossFirst SSARs	424,390	15.78
Exercised	(9,535)	11.24
Outstanding at March 31, 2025	414,855	15.89		5.41 years
Exercisable at March 31, 2025	366,177	15.19		5.32 years

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

(dollars in thousands, except per share amounts)	2025		2024
Assumptions
Expected volatility1	29.10% – 36.70%		—
Expected dividends2	4.17%		—
Simulation term3, 4, 5	4.20 years – 5.69 years		—
Risk-free rate6	3.97% – 4.03%		—
Weighted average grant date fair value per share	$	8.94	—
Aggregate intrinsic value of SSARs exercised	$	100	—
Total fair value of SSARs vested during the year	$	9,013	—

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

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

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

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

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

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

2020 Equity Plan

The 2020 Equity Plan was originally approved by stockholders at the 2020 Annual Meeting of Stockholders. A description of the 2020 Equity Plan, as originally approved, can be found in Appendix A within Busey’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed on April 9, 2020. An amendment and restatement of the 2020 Equity Plan was approved by stockholders at the 2023 Annual Meeting of Stockholders. Terms of the amended and restated 2020 Equity Plan are substantially identical to those of the originally approved 2020 Equity Plan, other than a 1,350,000 increase in the number of shares authorized for issuance under the plan. More information can be found in Appendix A within Busey’s Proxy Statement for the 2023 Annual Meeting of Stockholders filed on April 14, 2023.

Busey has granted RSU, PSU, and DSU awards under the terms of the 2020 Equity Plan. Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock. There were 685,004 shares available for issuance under the 2020 Equity Plan as of March 31, 2025.

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

RSU Awards

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

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

A summary of changes in Busey’s RSU awards for the three months ended March 31, 2025, is as follows:

RSU Awards	Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	1,066,772	$	21.80
Conversion of Busey ROATCE PSUs to RSUs	157,094	23.99
Replacement of CrossFirst RSUs and PSUs	341,048	23.99
Granted	348,269	22.16
Dividend equivalents earned	10,984	24.48
Vested	(1,796)	23.99
Forfeited	(90,812)	21.85
Nonvested at March 31, 2025	1,831,559	22.47

PSU Awards

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

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

On March 26, 2025, under the terms of the 2020 Equity Plan, Busey granted a target of 174,126 PSUs with a maximum award of 278,602 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a relative total stockholder return performance goal. The estimated grant date fair value of the award, calculated using the Geometric Brownian Motion Model, is $3.9 million, which will be recognized in compensation expense over the performance period ending December 31, 2027. Busey expects to finalize the grant date fair value of these awards in the second quarter of 2025.

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

A summary of changes in Busey’s PSU awards for the three months ended March 31, 2025, is as follows:

PSU Awards	Shares1	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	372,042	$	21.15
Modifications based on CrossFirst acquisition2	(181,828)	20.43
Granted	407,723	22.15
Forfeited	(21,180)	21.12
Nonvested at March 31, 2025	576,757	22.08

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

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

DSU Awards

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

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

A summary of changes in Busey’s DSU awards for the three months ended March 31, 2025, is as follows:

DSU Awards	Shares	Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2024	36,893	$	23.40
Granted	39,846	22.16
Dividend equivalents earned	2,284	24.28
Vested	(39,177)	23.45
Nonvested at March 31, 2025	39,846	22.16
Vested and outstanding at March 31, 2025	141,214	23.04

Employee Stock Purchase Plan

The First Busey Corporation ESPP was approved at Busey’s 2021 Annual Meeting of Stockholders. The purpose of the ESPP is to provide a means through which Busey employees may acquire a proprietary interest in the Company by purchasing shares of its common stock at a 15% discount through voluntary payroll deductions, to assist in retaining the services of current employees and securing and retaining the services of new employees, and to provide incentives for Busey employees to exert maximum efforts toward the Company’s success. Substantially all of Busey’s employees are eligible to participate, and all participating employees have equal rights and privileges under the terms of the ESPP. Further details can be found in Appendix A within Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021.

The ESPP initially reserved for issuance and purchase an aggregate of 600,000 shares of Busey’s common stock. The first offering under the ESPP began on July 1, 2021. There were 359,808 shares available for issuance under the ESPP as of March 31, 2025.

Stock-based Compensation Expense

Busey did not record any stock option compensation expense for the three months ended March 31, 2025, or 2024. Busey did not have any unrecognized stock option compensation expense as of March 31, 2025.

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

		Three Months Ended March 31,
(dollars in thousands)	Location	2025		2024
Stock-based compensation expense
SSARs	Salaries, wages, and employee benefits	$	29	$	—
RSU awards	Salaries, wages, and employee benefits	1,989		894
PSU awards1	Salaries, wages, and employee benefits	1,090		1,210
DSU awards	Other expense	177		215
ESPP	Salaries, wages, and employee benefits	109		84
Total stock-based compensation expense		$	3,394	$	2,403

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

Unamortized compensation expense related to nonvested RSU, PSU, and DSU awards is summarized in the table below:

	As of
(dollars in thousands)	March 31, 2025		December 31, 2024
Unamortized stock-based compensation
SSARs	$	241	$	—
RSU awards	18,174		7,093
PSU awards1	10,893		3,043
DSU awards	871		181
Total unamortized stock-based compensation	$	30,179	$	10,317
Weighted average period over which expense is to be recognized on Busey awards	1.8 years		2.5 years
Weighted average period over which expense is to be recognized on CrossFirst replacement awards	1.4 years		—

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