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BUSINESS COMBINATIONS
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS
NOTE 2. BUSINESS COMBINATIONS
CrossFirst Bankshares, Inc.
On March 1, 2025, Busey completed its acquisition of CrossFirst (NASDAQ: CFB), the holding company for CrossFirst Bank, pursuant to an Agreement and Plan of Merger, dated August 26, 2024, by and between Busey and CrossFirst (the “CrossFirst Merger Agreement”). This partnership created a premier commercial bank spanning 10 states—Illinois, Missouri, Texas, Colorado, Florida, Kansas, Oklahoma, Arizona, Indiana, and New Mexico. The combined holding company operates under the First Busey Corporation name. Busey’s common stock continues to trade on the Nasdaq under the “BUSE” stock ticker symbol.
Merger of CrossFirst Bank into Busey Bank
CrossFirst Bank’s results of operations were included in Busey’s consolidated results of operations beginning March 1, 2025. Busey operated CrossFirst Bank as a separate banking subsidiary until it was merged with and into Busey Bank on June 20, 2025. At the time of the bank merger, CrossFirst Bank’s banking centers became banking centers of Busey Bank.
Merger Consideration for CrossFirst
Upon completion of the acquisition, each share of CrossFirst common stock converted into the right to receive 0.6675 of a share of Busey’s common stock. Cash was paid in lieu of fractional shares. The fair value of common shares issued in consideration of the CrossFirst acquisition was based on the closing price of Busey’s common stock on February 28, 2025.
Further, upon completion of the acquisition, each share of CrossFirst Series A Non-Cumulative Perpetual Preferred Stock converted to the right to receive one share of Busey Series A Preferred Stock. The fair value of Busey Series A Preferred Stock was based on the redemption price of $1,000 per share.
The total consideration paid also included the fair value of replacement equity awards related to past service totaling $6.0 million. Busey used a Monte Carlo simulation to estimate the fair value of SSARs and market-based awards. Other awards were valued based on Busey’s closing stock price on February 28, 2025.
Acquisition Accounting for CrossFirst
The CrossFirst acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values as of March 1, 2025, the date of acquisition. Fair values, including initial accounting for deferred taxes, were subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values became available. A final fair value adjustment for deferred taxes was recorded during the three months ended March 31, 2026, resulting in a $0.9 million increase to the fair value of net assets acquired. Fair values are now final.
As the total consideration paid for CrossFirst exceeded the estimated fair value of net assets acquired, goodwill of $48.6 million was recorded as a result of the acquisition. Goodwill recorded for this transaction reflects synergies expected from the acquisition and the greater revenue opportunities from Busey’s broader service capabilities in attractive new markets. Goodwill recorded for this transaction is not tax deductible and was assigned to the Banking operating segment.
Acquisition Date Fair Values
Acquisition-date fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were estimated as follows:
As of
March 1, 2025
(dollars in thousands)(final)
Assets acquired
Cash and cash equivalents$385,808 
Securities725,622 
Portfolio loans, net of ACL6,023,063 
Premises and equipment69,673 
Other intangible assets1
81,783 
Other assets213,352 
Total assets acquired7,499,301 
Liabilities assumed
Deposits6,571,699 
Short-term borrowings11,148 
Long-term borrowings68,922 
Junior subordinated debt owed to unconsolidated trusts2,238 
Other liabilities84,907 
Total liabilities assumed6,738,914 
Net assets acquired$760,387 
Consideration paid
Cash $4 
Common stock795,227 
Preferred stock7,750 
Replacement awards2
5,999 
Total consideration paid$808,980 
Goodwill$48,593 
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1.Other intangible assets are being amortized over a period of ten years.
2.Represents the fair value of replacement equity awards issued to CrossFirst associates attributable to pre-combination service.
Valuations of Loans
Estimated fair values for the loan portfolio acquired in the CrossFirst acquisition includes adjustments to certain receivables that were not considered PCD as of the acquisition date. These fair value adjustments were determined using a discounted cash flow model that applies various assumptions about coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given default, and estimates of prevailing discount rates. These loans did not show signs of deterioration since origination, and therefore, at the acquisition date, were not subject to the guidance related to PCD loans. Receivables acquired in the CrossFirst acquisition that were not subject to these requirements include non-PCD loans with a fair value of $4.70 billion and gross contractual amounts receivable of $4.79 billion.
A portion of acquired loans were PCD. The following table provides a reconciliation between the purchase price and the fair value of these financial assets:
As of
(dollars in thousands)March 1, 2025
PCD Financial Assets
Gross contractual receivable for PCD financial assets
$1,539,718 
ACL recorded for estimated uncollectible contractual cash flows specific to PCD financial assets(100,783)
Interest premium (discount) specific to PCD financial assets(3,063)
Loans previously charged-off prior to acquisition(110,740)
Fair value of PCD financial assets
$1,325,132 
Pro Forma Results
The following unaudited pro forma information has been prepared as if the CrossFirst acquisition had occurred on January 1, 2024. The pro forma results combine CrossFirst’s historical results into Busey’s Consolidated Statements of Income (Unaudited), including the impact of estimated purchase accounting adjustments such as loan discount accretion, intangible assets amortization, and deposit accretion, net of taxes, which may not align with the timing of actual results. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2024. Further, pro forma information does not purport to be indicative of future financial operating results. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies, or asset dispositions. Only the acquisition-related expenses that have been recognized are included in net income in the table below:
(dollars in thousands)Three Months Ended March 31, 2025
Revenue (net interest income plus noninterest income)$171,157 
Net income20,241 
Other Acquisition Costs
Busey incurred acquisition-related expenses as follows:
Three Months Ended March 31,
(dollars in thousands)20262025
Pre-tax acquisition expenses
CrossFirst1
$5,244 $71,490 
M&M2
— 108 
Pre-tax acquisition expenses
$5,244 $71,598 
___________________________________________
1.During the three months ended March 31, 2026, Busey recorded acquisition expenses comprising salaries, wages, and employee benefits for multi-year retention agreements, replacement stock-based compensation awards, and relocation related to the CrossFirst acquisition; data processing; and professional fees. During the three months ended March 31, 2025, Busey recorded an initial provision to establish an ACL on non-PCD loans and unfunded commitments and multiple components of noninterest expense including salaries, wages and employee benefits (including equity compensation); data processing; and legal, professional, and consulting costs.
2.During the three months ended March 31, 2025, Busey recorded final acquisition expenses, comprising data processing and consulting expenses related to the acquisition of M&M, which was completed on April 1, 2024.
Of the total acquisition-related expenses, the following legal, professional, and consulting costs were incurred to consummate the merger:
Three Months Ended March 31,
(dollars in thousands)20262025
Pre-tax costs to consummate the merger$119 $7,144