FIRST BUSEY CORP /NV/BUSE
FIRST BUSEY CORP /NV/ Commitments Disclosure
NOTE 18. OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES
Credit Commitments and Contingencies
A summary of the contractual amount of Busey’s exposure to off-balance-sheet risk relating to the Company’s commitments to extend credit and standby letters of credit follows:
| As of December 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Off-Balance Sheet Commitments | |||||||||||
| Commitments to extend credit | $ | 4,696,867 | $ | 2,512,714 | |||||||
| Standby letters of credit | 123,746 | 35,464 | |||||||||
| Total commitments | $ | 4,820,613 | $ | 2,548,178 | |||||||
For additional information about Busey’s accounting policies related to credit commitments and contingencies, see “Off-Balance Sheet Arrangements” in “Note 1. Significant Accounting Policies.”
Legal Matters
Busey is a party to legal actions which arise in the normal course of its business activities. Additionally, on November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with an ongoing dispute regarding the amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State, as described in more detail under the heading “Franchise Tax Matter” below. Legal and administrative proceedings are subject to inherent uncertainties. While unfavorable outcomes could occur, Busey does not believe at this time that any potential liabilities relating to pending or potential legal matters are likely to have a material impact on Busey's results of operations or financial position.
Franchise Tax Matter
In 2021, First Busey Corporation received an inquiry from the Illinois Secretary of State, pursuant to which the Illinois Secretary of State asked for additional information regarding certain of First Busey Corporation’s franchise tax filings and the calculation of amounts due thereunder. The franchise tax is established by the Illinois Business Corporation Act (“BCA”) 805 ILCS 5/1 et seq., and is a tax imposed on foreign and domestic corporations for the privilege of conducting business in Illinois. First Busey Corporation has been cooperating with the inquiry since the initial outreach from the Illinois Secretary of State in 2021 and in October 2024 delivered additional BCA forms requested by the Illinois Secretary of State, with a full reservation of rights by First Busey Corporation.
On March 20, 2025, the Illinois Secretary of State requested that First Busey Corporation resubmit the requested forms using a proposed methodology for paid-in capital that First Busey Corporation views as inconsistent with the Illinois Secretary of State’s past practice, and existing statutory and case law. Accordingly, on May 14, 2025, within the Illinois Secretary of State’s requested timeframe, First Busey Corporation informed the Illinois Secretary of State that it would not resubmit the requested forms with the methodology that First Busey Corporation disputes and requested that the parties instead continue good faith discussions. On July 2, 2025, First Busey Corporation received a notice of hearing from the Illinois Secretary of State indicating that an administrative hearing has been scheduled to “ascertain” the required amount of franchise taxes, penalties, interest, fees, and charges purportedly due from First Busey Corporation to the Illinois Secretary of State. In the notice, the Illinois Secretary of State requested a determination of an amount due that the Illinois Secretary of State preliminarily estimated at in excess of $28.0 million, including in excess of $17.4 million in interest and approximately $0.3 million in penalties. First Busey Corporation disagrees with the Illinois Secretary of State’s preliminary estimate and believes that the Illinois Secretary of State’s request is contrary not only to the Illinois Secretary of State’s past practice, but also existing statutory and case law. First Busey Corporation intends to vigorously defend itself against the Illinois Secretary of State’s notice, including through appropriate judicial relief. To that end, on July 31, 2025, First Busey Corporation filed a special appearance with the Illinois Secretary of State’s Department of Administrative Hearings solely for the limited purpose of contesting the jurisdiction of the Illinois Secretary of State to initiate and conduct the administrative hearing, and on November 25, 2025, First Busey Corporation filed two lawsuits against the Illinois Secretary of State in connection with this matter: one in federal court, First Busey Corporation v. Alexi Giannoulias, No. 3:25-cv-50488 (N.D. Ill.); and one in Illinois state court, First Busey Corporation v. Alexi Giannoulias, No. 25-MR-283 (Sixth Judicial Circuit of Illinois, Champaign County). Both lawsuits and the administrative hearing remain pending.
Where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, no accrual is required. Given the underlying disagreement between First Busey Corporation and the Illinois Secretary of State on the proper methodology for calculating any franchise tax owed, the loss cannot be reasonably estimated. It is reasonably possible that this matter could require First Busey Corporation to pay additional taxes, including potential penalties and interest, or make other expenditures or accrue liabilities in amounts that could not be reasonably estimated as of December 31, 2025. If the likelihood of potential liabilities elevates and First Busey Corporation becomes able to reasonably estimate the loss, requiring an accrual, the potential future liabilities could be material in the period(s) in which they are recorded.
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.