FIRST BUSEY CORP /NV/BUSE
FIRST BUSEY CORP /NV/ Stock Compensation Disclosure
NOTE 16. 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. Modifications to the ROATCE PSUs granted in 2023 impacted 108 award holders and generated $0.2 million of incremental cost, and modifications to the ROATCE PSUs granted in 2024 impacted 129 award holders and generated $0.1 million of incremental cost.
•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 Nasdaq 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 the 2020 Equity 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 TSR PSUs granted in 2022, 94.5% of the original target level of performance, (ii) in the case of the TSR PSUs granted in 2023, 96.2% of the original target level of performance, and (iii) in the case of the TSR PSUs granted in 2024, 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. Replacements for TSR PSUs granted in 2022 impacted 107 award holders and generated $1.3 million of replacement cost. Additional information about the Merger PSU replacement grant is included below under the heading “PSU Awards” in the “2020 Equity Plan” section. Modifications to the TSR PSUs granted in 2023 impacted 108 award holders and generated $1.4 million of incremental cost, and modifications to the TSR PSUs granted in 2024 impacted 129 award holders and generated $0.8 million of incremental cost.
•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. Modifications to RSU grants impacted 139 award holders and did not generate any incremental cost.
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.
Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock. Busey issued 108,021 treasury shares in conjunction with the settlement in 2025 of RSUs and SSARs that were awarded under the CrossFirst Bankshares, Inc. 2018 Omnibus Equity Incentive Plan, as Amended and Restated. The difference between the number of shares issued and the number of vested units is due to shares issued under a net share settlement option.
Stock Options
Busey has outstanding stock options that were issued under the First Community 2016 Equity Incentive Plan and assumed in Busey’s 2017 acquisition of First Community. A summary of the status of, and changes in, Busey's stock option awards for the year ended December 31, 2025, follows:
| Options | Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Intrinsic Value ($000's) | ||||||||||||||||||||||
| Outstanding at December 31, 2024 | 15,106 | $ | 23.53 | 1.87 years | $ | 1 | ||||||||||||||||||||
| Outstanding at December 31, 2025 | 15,106 | $ | 23.53 | 0.87 years | 4 | |||||||||||||||||||||
| Exercisable at December 31, 2025 | 15,106 | $ | 23.53 | 0.87 years | 4 | |||||||||||||||||||||
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 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. At grant, replacement SSARs had a weighted average remaining contractual term of 5.4 years, and unvested replacement SSARs had 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. The fair value of SSARs that vested during 2025 was $3.7 million.
A summary of SSAR activity during 2025 is presented below:
| SSARs | Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Intrinsic Value ($000's) | ||||||||||||||||||||||
| Outstanding at December 31, 2024 | — | $ | — | — | $ | — | ||||||||||||||||||||
| Replacement of CrossFirst SSARs | 424,390 | 15.78 | ||||||||||||||||||||||||
Exercised1 | (119,842) | 13.31 | ||||||||||||||||||||||||
| Forfeited | (4,005) | 16.00 | ||||||||||||||||||||||||
| Expired | (30,145) | 23.23 | ||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 270,398 | $ | 16.04 | 4.98 years | 2,095 | |||||||||||||||||||||
| Exercisable at December 31, 2025 | 253,560 | $ | 15.70 | 4.94 years | 2,051 | |||||||||||||||||||||
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1. The aggregate intrinsic value of SSARs exercised during 2025 was $1.1 million.
The following table provides the range of assumptions used in the Monte Carlo simulations to value CrossFirst awards that were replaced at acquisition and the weighted average grant date fair value per share:
Year Ended December 31, 2025 | ||||||||
| 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 | ||||||
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1.Expected volatility was calculated using a historical volatility of Busey’s stock price over a period commensurate with the simulation term of the SSARs.
2.The dividend yield was calculated using Busey’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 expire, 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 its 2020 Equity Plan. A description of RSU, PSU, and DSU awards granted in 2025 under the terms of the 2020 Equity Plan is provided below. A description of RSU, PSU, and DSU awards granted in 2024 and 2023 under the terms of the 2020 Equity Plan can be found in Busey’s Annual Reports for the years ended December 31, 2024, and 2023, respectively.
Upon vesting and delivery, shares are expected, though not required, to be issued from treasury stock. Busey issued 437,670 treasury shares in conjunction with the settlement in 2025 of RSUs, PSUs, and DSUs that were awarded under the 2020 Equity Plan. The difference between the number of shares issued and the number of vested units is due to shares issued under a net share settlement option. There were 658,552 shares available for issuance under the 2020 Equity Plan as of December 31, 2025.
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. These awards will vest in equal installments over three years, on each anniversary 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.
On May 29, 2025, under the terms of the 2020 Equity Plan, Busey granted 4,494 RSUs to members of management. The grant date fair value of the award was $0.1 million, which will be recognized as compensation expense over the requisite service period. These awards will vest in equal installments over three years, on each anniversary of the grant date.
On July 23, 2025, under the terms of the 2020 Equity Plan, Busey granted 13,724 RSUs to members of management. The grant date fair value of the award was $0.3 million, which will be recognized as compensation expense over the requisite service period. These awards will vest on July 23, 2028.
On October 8, 2025, under the terms of the 2020 Equity Plan, Busey granted 21,395 RSUs to a member of management. The grant date fair value of the award was $0.5 million, which will be recognized as compensation expense over the requisite service period. These awards will vest on October 8, 2028.
A summary of changes in Busey’s RSU awards for the year ended December 31, 2025, is presented in the following table:
| 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 | 387,882 | 22.28 | ||||||||||||
| Dividend equivalents earned | 63,864 | 22.32 | ||||||||||||
| Vested | (547,788) | 20.77 | ||||||||||||
| Forfeited | (148,335) | 22.48 | ||||||||||||
| Nonvested at December 31, 2025 | 1,320,537 | $ | 23.14 | |||||||||||
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 providing continuous service 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 with a maximum award of 95,154 units, which replaced the TSR PSUs granted in 2022. 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, was $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 grant date fair value of the award, calculated using the Geometric Brownian Motion Model, was $3.4 million, which will be recognized in compensation expense over the performance period ending December 31, 2027.
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 year ended December 31, 2025, is presented in the following table:
| 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 | 20.99 | ||||||||||||
Dividend equivalents earned | 198 | 21.87 | ||||||||||||
Vested | (21,792) | 20.61 | ||||||||||||
Forfeited | (50,842) | 20.94 | ||||||||||||
Nonvested at December 31, 2025 | 525,501 | $ | 21.32 | |||||||||||
Vested and outstanding at December 31, 20253 | 13,455 | $ | 20.44 | |||||||||||
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1.Shares for PSU awards represent target shares at 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.
3.The performance and service periods for PSUs granted in 2023 ended on December 31, 2025, and these awards were considered vested under the 2020 Equity Plan at that time. Performance achievement was calculated in January 2026 and approved by Busey’s Compensation Committee on January 27, 2026. The achievement percentage for these awards was determined to be zero percent.
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 year ended December 31, 2025, is presented in the following table:
| 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 | 8,518 | 22.64 | ||||||||||||
| Vested | (44,039) | 23.29 | ||||||||||||
| Nonvested at December 31, 2025 | 41,218 | $ | 22.16 | |||||||||||
| Vested and outstanding at December 31, 2025 | 146,076 | $ | 23.01 | |||||||||||
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 295,946 shares available for issuance under the ESPP as of December 31, 2025.
Stock-Based Compensation Expense
Busey recognized compensation expense related to non-vested equity awards as summarized in the table below:
| Years Ended December 31, | |||||||||||||||||||||||
| (dollars in thousands) | Location | 2025 | 2024 | 2023 | |||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
SSARs | Salaries, wages, and employee benefits | $ | 137 | $ | — | $ | — | ||||||||||||||||
RSU awards | Salaries, wages, and employee benefits | 10,657 | 3,823 | 2,622 | |||||||||||||||||||
PSU awards1 | Salaries, wages, and employee benefits | 5,158 | 2,867 | 2,962 | |||||||||||||||||||
DSU awards | Other expense | 842 | 826 | 833 | |||||||||||||||||||
ESPP | Salaries, wages, and employee benefits | 326 | 210 | 178 | |||||||||||||||||||
Total stock-based compensation expense | $ | 17,120 | $ | 7,726 | $ | 6,595 | |||||||||||||||||
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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.
As all outstanding stock options were fully vested, no compensation expense was recorded for stock options for the years ended December 31, 2025, 2024, and 2023, and no unrecognized compensation expense remains for Busey’s stock option awards as of December 31, 2025.
Unamortized stock-based compensation expense is presented in the table below:
| As of December 31, | |||||||||||
| (dollars in thousands) | 2025 | 2024 | |||||||||
| Unamortized stock-based compensation | |||||||||||
| SSARs | $ | 98 | $ | — | |||||||
| RSU awards | 9,236 | 7,093 | |||||||||
PSU awards1 | 5,769 | 3,043 | |||||||||
| DSU awards | 206 | 181 | |||||||||
| Total unamortized stock-based compensation | $ | 15,309 | $ | 10,317 | |||||||
| Weighted average period over which expense is to be recognized on awards issued under Busey's 2020 Equity Plan | 1.8 years | 2.5 years | |||||||||
| Weighted average period over which expense is to be recognized on CrossFirst replacement awards | 1.2 years | N/A | |||||||||
1.Unamortized expense for PSU awards with a relative 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.
For additional information about Busey’s accounting policies related to stock-based compensation, see “Stock-Based Compensation” in “Note 1. Significant Accounting Policies.”
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.