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FIRST BUSEY CORPORATION

FormFORM 10-K Annual ReportANNUAL REPORT

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Table of ContentsTABLE OF CONTENTS

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PartGLOSSARY

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We use acronyms, abbreviations, and other terms throughout this Annual Report, as defined in the glossary below:

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PART I

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ItemITEM 1. BusinessBUSINESS

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Introduction

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First Busey, Corporation (“First Busey” or the “Company”), a Nevada corporation initially organized in 1980, is a $9.7$12.9 billion financial holding company.  First Busey conducts a broad range of financial services through its one wholly-owned bank subsidiary, Busey Bank, (“the Bank”), with banking centers in Illinois, Missouri, Florida, and Indiana.  First Busey is headquartered in Champaign, Illinois, and its common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”

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Acquisitions

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Over the last several years, First Busey completed the following acquisitions as part of our strategy to expand into new service areas and to provide broader coverage in areas where we already maintain a presence:

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Further information related to acquisitions made prior to January 1, 2021, has been presented in the Annual Reports previously filed with the SEC corresponding to the year of each acquisition.

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2021 Acquisition

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On January 8, 2015,May 31, 2021, First Busey acquired Herget Financial Corp.,CAC, the holding company for GSB, through a Delaware corporation,merger transaction.  The partnership enhances the Company’s existing deposit, commercial banking, and its wholly-owned bank subsidiary, Herget Bank, National Association (“Herget Bank”).wealth management presence in the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area.  First Busey operated Herget BankGSB as a separate banking subsidiary from January 9, 2015 until March 13, 2015,August 14, 2021, when it was merged with and into Busey Bank.  At that time, Herget Bank’sall GSB banking centers became banking centersbranches of Busey Bank.

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On April 30, 2016, First Busey acquired Pulaski Financial Corp., a Missouri corporation (“Pulaski”), and its wholly-owned bank subsidiary, Pulaski Bank, National Association (“Pulaski Bank”). First Busey operated Pulaski Bank as a separate bank subsidiary from May 1, 2016 until November 4, 2016, when it was merged with and into Busey Bank. At that time, Pulaski Bank’s banking centers became banking centers of Busey Bank. The acquisition of Pulaski expanded the Company into the St. Louis, Missouri metropolitan area.

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On July 2, 2017, First Busey acquired First Community Financial Partners, Inc., an Illinois corporation (“First Community”), and its wholly-owned bank subsidiary, First Community Financial Bank. First Busey operated First Community Financial Bank as a separate bank subsidiary from July 3, 2017 until November 3, 2017, when it was merged with and into Busey Bank. At that time, First Community Financial Bank’s banking centers became banking centers of Busey Bank. The First Community acquisition provided the Company entrance into the southwest suburban markets of the greater Chicagoland area.

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On October 1, 2017, First Busey acquired Mid Illinois Bancorp, Inc., an Illinois corporation (“Mid Illinois”) and its wholly-owned bank subsidiary, South Side Trust & Savings Bank of Peoria (“South Side Bank”). First Busey operated South Side Bank as a separate bank subsidiary from October 2, 2017 until March 16, 2018, when it was merged with and into Busey Bank. At that time, South Side Bank’s banking centers became banking centers of Busey Bank.

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On January 31, 2019, First Busey acquired The Banc Ed Corp., a Delaware corporation (“Banc Ed”) and its wholly-owned bank subsidiary, TheBANK of Edwardsville (“TheBANK”). First Busey operated TheBANK as a separate bank subsidiary from February 1, 2019 until October 4, 2019, when it was merged with and into Busey Bank. At that time, TheBANK’s banking centers became banking centers of Busey Bank.

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On August 31, 2019, the Company acquired Investors’ Security Trust Company (“IST”), a Fort Myers, Florida wealth management firm.

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See “Note 2.  Acquisitions” in the Notes to the Consolidated Financial Statements for further information relating to acquisitions.

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Subsidiaries of First Busey

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First Busey conducts the business of banking, related banking services, asset management, brokerage, and fiduciary services through Busey Bank and retail payment processingtechnology solutions through FirsTech, Inc. (“FirsTech”).FirsTech.

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Busey Bank is an Illinois state-chartered bank organized in 1868 with its headquarters in Champaign, Illinois.  Busey Bank has 6146 banking centers in Illinois, 13eight in Missouri, fivethree in southwest Florida, and one in Indianapolis, Indiana.

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Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities to conveniently serve our customers’ needs.  Commercial services include commercial, commercial real estate, real estate construction, and agricultural loans, as well as commercial depository services such as cash management.  Retail banking services include residential real estate, home equity lines of credit and consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and IRA and other fiduciary services through our banking center, ATM, and technology-based networks.

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Busey Bank’s principal sources of income are interest and fees on loans and investments, wealth management fees, and service fees.  Principal expenses are interest paid on deposits and general operating expenses.  Busey Bank’s primary markets are central Illinois, northern Illinois (including the Chicago metropolitan area), the St. Louis, Missouri metropolitan area, southwest Florida, and central Indiana.

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Busey Bank provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and fiduciaryfarm management services to individuals, businesses, and foundations.foundations through its Wealth Management business.  As of December 31, 2019, $9.72021, $12.7 billion of assets were under care.  For individuals, Busey Bank provides investment management, trust and estate advisory services, and financial planning.  For businesses, it provides investment management, business succession planning, and employee retirement plan services.  For foundations, Busey Bank provides investment management, investment strategy consulting, and fiduciary services.  Brokerage-related services are offered by Busey Investment Services, a division of Busey Bank, through a third-party arrangement with Raymond James Financial Services.arrangement.  In addition, Busey Bank provides professional farm management and brokerage services to the agricultural industry.

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FirsTech, a subsidiary of Busey Bank’s principal sourcesBank with offices across the Midwest, provides comprehensive and innovative payment technology solutions.  Through our payment platform, which utilizes an API cloud-based platform, our technology provides for fully integrated payments capabilities.  FirsTech's multi-channel payment platform allows businesses to collect payments from their customers across a variety of income are interestpayment modules, ranging from online payment methods to offline payment methods, including but not limited to: text-based mobile bill pay, electronic payment concentration delivered to Automated Clearing House networks, money management and fees on loans and investments, wealth management fees and service fees. Principal expenses are interest paid on deposits and general operating expenses. Busey Bank’s primary markets are Illinois, the St. Louis, Missouri metropolitan area, southwest Florida, and central Indiana.

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Busey Bank’s subsidiary, FirsTech, which has offices in Decatur, Illinois and Clayton, Missouri, offers pay processing solutions including:credit card networks, walk-in payment processing for payments delivered by customers toat retail pay agents; online bill payment solutions for payments made by customers on a billing company’s website;agents, customer service payments for payments acceptedmade over the telephone; mobile bill pay;a telephone, direct debit services; electronic concentration of payments delivered by the Automated Clearing House network; money management software and credit card networks;services, and lockbox remittance processing offor customers to make payments delivered by mail.  AsFirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.  Our client base represents a diverse set of December 31, 2019,industries, but we generally cater to the utility, financial services (insurance companies, banks, and credit unions), and telecommunications industries.  The Company continues to make strategic investments in FirsTech had approximately 4,000 agent locations in 43 states.which include the creation of our new BaaS platform.  This BaaS offering will provide white-labeled FirsTech architected payment technologies to financial institutions allowing them to offer payment solutions to their customer bases.  FirsTech continues to roll out new products and services to the First Busey customer base and has subsequently commercialized this platform across a dozen banks.  Initiated by onboarding two seasoned executives at the end of 2020, FirsTech is investing significantly across technology, human capital, and sales to expand its world class payments platform.

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On October 15, 2019, the Company began operations of First Busey Risk Management, Inc. (“First Busey Risk Management”), a newly formed wholly-owned subsidiary of First Busey. First Busey, Risk Management, incorporated in Nevada, is a captive insurance company that insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.  First Busey Risk Management pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Company does not expect the financial results of First Busey Risk Management to have a material impact to the Consolidated Financial Statements. First Busey Risk Management is subject to regulations of the State of Nevada and will be subject to periodic examinations by the Nevada Division of Insurance.

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First Busey Corporation also has various other subsidiaries that are not significant to the consolidated entity.

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The Company’sFirst Busey’s operations are managed through three operating segments consisting of Banking, Remittance ProcessingFirsTech, and Wealth Management.  See “Note 21.  Operating Segments and Related Information” in the Notes to the Consolidated Financial Statements for an analysis of segment operations.

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Banking Center Markets

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Busey Bank has 6146 banking centers in Illinois.  Our Illinois markets feature several Fortune 1000 companies.  Those organizations, coupled with large healthcare and higher education sectors, anchor the communities in which they are located and have provided a comparatively stable foundation for housing, employment, and small business.  TheHistorically, the financial condition of the state of Illinois, in which the largest portion of the Company’sBusey Bank’s customer base resides, ishas been characterized by low credit ratings and budget deficits.  However, with the recent improvement in the state’s financial outlook, during the second half of 2021 Illinois received improved ratings from Moody’s Investor Service, S&P Global Ratings, and Fitch.

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Busey Bank has 13eight banking centers in Missouri.Missouri.  St. Louis, Missouri has a diverse economy with major employment sectors including health care, financial services, professional and business services, and retail.  Twelve of our banking centers in Illinois are located within the boundaries of the St. Louis Metropolitan Statistical Area.

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Based on information obtained from the Federal Deposit Insurance Corporation (“FDIC”)FDIC Summary of Deposits dated June 30, 2019,2021, the most recent report available, Busey Bank ranked in the top 10 in total deposits in 12 Illinois counties: first in Champaign County; fifth in Ford County; sixth in Grundy County; seventh in Livingston County; second in Macon County; first in Madison County; sixth in McLean County; second in Peoria County; second in Shelby County; third in St. Clair County; third in Tazewell County; and seventh in Will County. First Busey believes that it effectively competes with other banks, thrifts and financial institutions in its market areas.

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Supervision, Regulation and Other Factors

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General

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FDIC-insured institutions, like Busey Bank, as well as their holding companies and affiliates, are extensively regulated under federal and state law.  As a result, the Company’s growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Illinois Department of Financial and Professional Regulation (the “DFPR”), the Board of Governors ofDFPR, the Federal Reserve, System (the “Federal Reserve”), the FDIC and the Consumer Financial Protection Bureau (“CFPB”).CFPB.  Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (“FASB”),FASB, securities laws administered by the Securities and Exchange Commission (“SEC”)SEC and state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury have an impact on the Company’s business.  The effect of these statutes, regulations, regulatory policies, and accounting rules are significant to the Company’s operations and results.

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The supervisory framework for U.S. banking organizations subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business.businesses.  These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors.  The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law, or are otherwise inconsistent with laws and regulations.

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The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank, beginning with a discussion of the continuing regulatory emphasis on the Company’s capital levels.Busey Bank.  It does not describe all of the statutes, regulations, and regulatory policies that apply, nor does it restate all of the requirements of those that are described.  The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.provisions.

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COVID-19 Pandemic

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Federal bank regulatory agencies, along with their state counterparts, issued a steady stream of guidance responding to the COVID-19 pandemic and they took a number of unprecedented steps to help banks navigate the pandemic and mitigate its impact.  These included, without limitation: requiring banks to focus on business continuity and pandemic planning; adding pandemic scenarios to stress testing; encouraging bank use of capital buffers and reserves in lending programs; permitting certain regulatory reporting extensions; reducing margin requirements on swaps; permitting certain otherwise prohibited investments in investment funds; issuing guidance to encourage banks to work with customers affected by the pandemic; and providing credit under the CRA for certain pandemic-related loans, investments, and public service.  Because of the need for social distancing measures, the agencies revamped the manner in which they conducted periodic examinations of their regulated institutions, including making greater use of off-site reviews, and they have continued virtual examinations in 2022.

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Reference is made to “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of COVID-19” below for further information on the impact of the COVID-19 pandemic.  In addition, information as to selected topics is contained in the relevant sections of this Supervision and Regulation discussion provided below.

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The $10.0 billion Threshold

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As indicated in the introduction above, the Dodd-Frank Act included a number of requirements that triggered when a banking entity crossed over $10.0 billion in assets.  Those included requirements for stress testing capital, maintenance of a risk committee, adherence to the Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds, limitations on interchange fees for certain debit transactions, clearing of swap agreements, and examination and enforcement related to consumer financial services by the CFPB, in addition to a number of heightened reporting requirements.  The Regulatory Relief Act eliminated the stress test and risk committee requirements for banking entities between $10.0 billion and $50 billion, but the other Dodd-Frank regulations and reporting requirements were not changed.

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The Company crossed the $10.0 billion threshold in 2020.  However, the federal bank regulatory agencies issued an Interim Final Rule on November 20, 2020, that provided temporary relief for certain community banking organizations as a result of growth in size from the COVID-19 response.  That relief expired December 31, 2021.

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The material consequences to the Company of crossing the $10.0 billion threshold are as follows:

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Interchange Fees

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The Durbin Amendment to the Dodd-Frank Act required the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions.  Interchange fees, also known as “swipe” fees, are charges that merchants pay to card-issuing banks, such as Busey Bank, for processing electronic payment transactions.  The Federal Reserve set the maximum interchange fee at 21 cents, plus five basis points of the transaction value.  The Federal Reserve also adopted a rule to allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve.  Durbin limitations are applicable to any banking entity with over $10.0 billion in assets and will be applicable to Busey Bank after a six-month transition period.  Management believes that compliance with Durbin will materially reduce Busey Bank’s earnings on the covered debit transactions.

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Volcker Rule

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The Volcker Rule (also a part of the Dodd-Frank Act) restricts the ability of banking entities (holding companies and their affiliates) with over $10.0 billion in assets to sponsor or invest in private funds, or to engage in certain types of proprietary trading.  In October 2019, the Federal Reserve, OCC, FDIC, Commodity Futures Trading Commission, and SEC finalized rules to tailor the application of the Volcker Rule based on the size and scope of a banking entity’s trading activities and to clarify and amend certain definitions, requirements, and exemptions.  Banking entities have two years (with a possibility of extensions) to comply with the Volcker requirements after crossing the $10.0 billion threshold.  The Company does not materially engage in the activities prohibited by the Volcker Rule; therefore, the application of the rule will not have a material effect on the operations of the Company and its subsidiaries.

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CFPB Examination and Enforcement

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Although the CFPB’s rules issued under federal consumer financial protection laws are applicable to all providers of consumer financial services, the CFPB only has examination and enforcement authority over banks with more than $10.0 billion in assets (measured over four consecutive quarters).  Busey Bank continues to be examined for compliance with consumer laws by its primary federal regulatory agency, the FDIC, but the CFPB is in the process of assuming supervisory authority in that regard.

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Clearing Swaps Agreements

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Banks with over $10.0 billion in assets are required to clear swaps agreements on exchanges.  The requirement was not deferred by the Interim Final Rule.  Busey Bank began to comply with the exchange requirement beginning in 2021.

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Risk Committee

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The Dodd Frank Act required publicly traded bank holding companies with more than $10.0 billion in total consolidated assets to establish and maintain a risk committee.  Pursuant to the Federal Reserve’s final rules issued under the Regulatory Relief Act, that threshold was increased to $50.0 billion.  Although it is not yet required to have a risk committee in place, the Company established a committee comprised of holding company directors in 2018 to oversee risk matters in preparation for future growth.

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The Role of Capital

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Regulatory capital represents the net assets of a banking organization available to absorb losses.  Because of the risks attendant to their business, FDIC-insured institutions generally are generally required to hold more capital than other businesses, which directly affects the Company’s earnings capabilities.  WhileAlthough capital historically has historically been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions

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Capital Levels

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Minimum Required Capital Levels

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Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983.  The minimums have been expressed in terms of ratios of “capital” divided by “total assets”. As discussed below, bank capital measures have become more sophisticated over the years and have focused more on the quality of capital and the risk of assets. Bank holding companies have historically had to comply with less stringent

Capital Conservation Buffer

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In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction also must also maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.  The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress.  Factoring in the conservation buffer increases the minimum ratios depicted above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.  Federal bank regulators released a joint statement in response to the COVID-19 pandemic reminding the industry that capital and liquidity buffers were meant to give banks the means to support the economy in adverse situations, and that the agencies would support banks that use the buffers for that purpose if undertaken in a safe and sound manner.

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Well-Capitalized Requirements

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The ratios described above are minimum standards in order for banking organizations to be considered “adequately capitalized.”  Bank regulatory agencies uniformly encourage banks to hold more capital and be “well-capitalized” and, to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements.  For example, a banking organization that is well-capitalized may: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits.  Higher capital levels also could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations.  For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities, or securities trading activities.  Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all intangible assets), well above the minimum levels.

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Under the capital regulations of the FDIC and Federal Reserve, in order to be well-capitalized, a banking organization must maintain:maintain all of the following:

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It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.

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As of December 31, 2019:2021: (i) theBusey Bank was not subject to a directive from the FDIC to increase its capital and (ii) theBusey Bank was well-capitalized, as defined by FDIC regulations.  As of December 31, 2019,2021, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well-capitalized.  The Company also is also in compliance with the capital conservation buffer.

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Prompt Corrective Action

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The concept of an institution being “well-capitalized” is part of a regulatory enforcement regime that provides the federal banking regulators with broad power to take “prompt corrective action” to resolve the problems of depository institutions based on the capital level of each particular institution.  The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation.  Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate that the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

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RegulationSupervision and SupervisionRegulation of the Company

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General

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General

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The Company, as the sole stockholder of theBusey Bank, is a bank holding company. Previously, the Company also owned South Side Bank and TheBANK; however, the banks were merged on March 16, 2018 and October 4, 2019, respectively, with the Bank, and the Bank is currently the sole bank subsidiary of the Company.  As a bank holding company, the Company is registered with, and subject to regulation, supervision, and enforcement by, the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”).BHCA.  The Company is legally obligated to act as a source of financial and managerial strength to theBusey Bank and to commit resources to support it in circumstances where we might not otherwise do so.  Under the BHCA, the Company is subject to periodic examination by the Federal Reserve and is required to file with the Federal Reserve periodic reports of its operations and such additional information regarding the Company and theBusey Bank as the Federal Reserve may require.

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Acquisitions, Activities and Financial Holding Company Election

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The primary purpose of a bank holding company is to control and manage banks.  The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company.  Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States (“U.S.”).  In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company.  Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions.  For a discussion of the capital requirements, see “—“Item 1.  Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

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The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing, and controlling banks, or furnishing services to banks and their subsidiaries.  This general prohibition is subject to a number of exceptions.  The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999, to be “so closely related to banking ... as to be a proper incident thereto.”  This authority permits the Company to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity, or that the Federal Reserve determines by order to be complementary to any such financial activity, andas long as the activity does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally.  The Company has elected to operate as a financial holding company.  In order to maintain its status as a financial holding company, the Company and theBusey Bank must be well-capitalized, well-managed, and theBusey Bank must have a least a satisfactory Community Reinvestment Act (“CRA”)CRA rating.  If the Federal Reserve determines that a financial holding company is not well-capitalized or well-managed, the company has a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on the company it believes to be appropriate.  Furthermore, if the Federal Reserve determines that a financial holding company’s subsidiary bank has not received a satisfactory CRA rating, that company will not be able to commence any new financial activities or acquire a company that engages in such activities.

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Change in Control

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Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator.  “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.

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Capital Requirements

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Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements.  For a discussion of capital requirements, see “—“Item 1.  Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

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Dividend Payments

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The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and the policies of the Federal Reserve applicable to bank holding companies.  As a Nevada corporation, the Company is subject to the limitations of Nevada law, which allows the Company to pay dividends unless, after such dividend, (i) the Company would not be able to pay its debts as they become due in the usual course of business or (ii) the Company’s total assets would be less than the sum of its total liabilities plus any amount that would be needed, if the Company were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of stockholders whose rights are superior to the rights of the stockholders receiving the distribution.

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As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to stockholders if: (i) the company’s net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.  The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.  Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.  In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer.  See “—“Item 1.  Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

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Incentive Compensation

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There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis.  Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans.  The result is interagency guidance on sound incentive compensation practices.

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The interagency guidance recognized three core principles.  Effective incentive plans should: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.  Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards.  Smaller banking organizations, like the Company, that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks.

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Monetary Policy

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The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries.subsidiaries, and this has come into play during the COVID-19 pandemic.  Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities and changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits.borrowings.  These meanstools are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may affect interest rates charged on loans or paid on deposits.

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Federal Securities Regulation

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The Company’s common stock is registered with the SEC under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act.  Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

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Corporate Governance

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The Dodd-Frank Act addressed many investor protection, corporate governance, and executive compensation matters that will affect most U.S. publicly traded companies.  The Dodd-Frank ActIt increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials.  The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

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RegulationSupervision and SupervisionRegulation of Busey Bank

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General

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General

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TheBusey Bank is an Illinois-chartered bank.  Its deposit accounts are insured by the FDIC’s Deposit Insurance Fund (“DIF”)DIF to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category.  As an Illinois-chartered FDIC-insured bank, theBusey Bank is subject to the examination, supervision, reporting, and enforcement requirements of the DFPR, the chartering authority for Illinois banks.  TheBusey Bank is also regulated by the FDIC, designated by federal law as the primary federal regulator of insured state banks that, like theBusey Bank, are not members of the Federal Reserve System.

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Deposit Insurance

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As an FDIC-insured institution, theBusey Bank is required to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay insurance premiums at rates based on their risk classification.  FDIC assessment rates for institutions that have more than $10.0 billion in assets, such as Busey Bank, are calculated based on a “scorecard” methodology that seeks to capture both the probability that an individual large institution will fail and the magnitude of the impact on the DIF if such a failure occurs, based primarily on the difference between the institution’s average of total assets and average tangible equity.  The FDIC has the ability to make discretionary adjustments to the total score, up or down, based upon significant risk factors that are not adequately captured in the scorecard.  For institutions like Busey Bank, after accounting for potential base-rate adjustments, the Bank that are not considered large and highly complex banking organizations, assessments are now based on examination ratings and financial ratios. The total base assessment rates currentlyrate could range from 1.5 to 40 basis points to 30 basis points. At least semi-annually, the FDIC updateson an annualized basis.  An institution’s assessment is determined by multiplying its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rulemaking. Therate by its assessment base, against which an FDIC-insured institution’s deposit insurance premiums paid to the DIF has been calculated since effectiveness of the Dodd-Frank Act based on its average consolidated total assets less its average tangible equity. This method shifted the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits.is asset based.

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The reserve ratio is the FDIC insurance fund balance divided by estimated insured deposits.  The Dodd-Frank Act altered the minimum reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to FDIC-insured institutions when the reserve ratio exceeds certain thresholds.deposits.  The reserve ratio reached 1.36% as of September 30, 2018, exceeding the statutory required minimum reserve ratio of 1.35%.2018.  As a result, the FDIC is providingprovided assessment credits to insured depository institutions, like Busey Bank at the Bank,time, with total consolidated assets of less than $10.0 billion for the portion of their regular assessments that contributed to growth in the reserve ratio between 1.15% and 1.35%.  The share ofFDIC applied the aggregate small bank credits allocated to each insured institution is proportional to its credit base, defined as the average of its regular assessment base during the credit calculation period. The FDIC is currently applying the credits for quarterly assessment periods beginning July 1, 2019, and, as long as2019.  However, the reserve ratio isfell to 1.30% in 2020 because of extraordinary insured deposit growth caused by an unprecedented inflow of more than $1.0 trillion in estimated insured deposits in the first half of 2020, stemming mainly from the COVID-19 pandemic.  Although the FDIC could have ceased the small bank credits, it waived the requirement that the reserve ratio be at least 1.35%, for full remittance of the FDIC will remit the full nominal valueremaining assessment credits, and it refunded all small bank credits as of any remaining credits in a lump-sum payment.September 30, 2020.

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Supervisory AssessmentsThe DIF balance was $121.9 billion on September 30, 2021, up $1.4 billion from the end of the second quarter.  The reserve ratio remained at 1.27%, as growth in the fund balance kept pace with growth in insured deposits.  The FDIC staff continues to closely monitor the factors that affect the reserve ratio, and any change could impact FDIC assessments.

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Supervisory Assessments

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All Illinois-chartered banks are required to pay supervisory assessments to the DFPR to fund the operations of that agency.  The amount of the assessment is calculated on the basis of each bank’s total assets.  During the year ended December 31, 2019, the2021, Busey Bank paid supervisory assessments to the DFPR totaling approximately $0.7$0.8 million.

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Capital Requirements

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Banks are generally required to maintain capital levels in excess of other businesses.  For a discussion of capital requirements, see “—“Item 1.  Business—Supervision, Regulation and Other Factors—The Role of Capital” above.

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Liquidity Requirements

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Liquidity is a measure of the ability and ease with which bank assets may be converted to cash.  Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations.  To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors.  Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests.  One test, referred to as the LCR, is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario.  The other test, known as the NSFR, is designed to promote more medium- and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon.  These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits).

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In addition to liquidity guidelines already in place, the federal bank regulatory agencies implemented the Basel III LCR in September 2014, which requires large financial firms to hold levels of liquid assets sufficient to protect against constraints on their funding during times of financial turmoil, and in 2016 proposed implementation of the NSFR.  While

In general, the safety and soundness standards prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals.  While regulatory standards do not have the force of law, if an institution operates in an unsafe and unsound manner, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance.  If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan

Transaction Account Reserves

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Transaction Account Reserves

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Federal Reserve regulations requirelaw requires FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2020, the first $16.9 million of otherwise reservable balances are exempt from reserves and have a zero percent reserve requirement; for transaction accounts aggregating between $16.9 million to $127.5 million, the reserve requirement is 3% of those transaction account balances; and for net transaction accounts in excess of $127.5 million, the reserve requirement is 10% of the aggregateprovide liquidity.  The amount of total transaction account balances in excess of $127.5 million. These reserve requirements are subject to annual adjustmentreserves is determined by the Federal Reserve.Reserve based on tranches of zero, three, and ten percent of a bank’s transaction account deposits.  However, in March 2020, in an unprecedented move, the Federal Reserve announced that the banking system had ample reserves, and, as reserve requirements no longer played a significant role in this regime, it reduced all reserve tranches to zero percent, thereby freeing banks from the legally mandated reserve maintenance requirement.  The action permits Busey Bank to loan or invest funds that previously were unavailable.  The Federal Reserve has indicated that it expects to continue to operate in an ample reserves regime for the foreseeable future.

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Consumer Financial Services

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The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws.  The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including theBusey Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices.  The CFPB has examination and enforcement authority over providers with more than $10.0 billion in assets, andassets.  The CFPB is in the process of assuming supervisory authority over Busey Bank in that will includeregard.

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Because abuses in connection with residential mortgages were a significant factor contributing to the Bank when its assets exceed that amount. In the meantime, as long as the Bank is an FDIC-insured institution with $10.0 billion or less in assets, it will continue to be examinedfinancial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act addressed mortgage and mortgage-related products, their underwriting, origination, servicing, and sales.  The Dodd-Frank Act significantly expanded underwriting requirements applicable bank regulators.to loans secured by 1-4 family residential real property, and augmented federal law combating predatory lending practices.  In addition to numerous disclosure requirements, the Dodd-Frank Act imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of compliance for certain “qualified mortgages.”  The CFPB has from time to time released additional rules as to qualified mortgages and the borrower’s ability to repay.  The CFPB’s rules have not had a significant impact on the Bank’s operations, except for higher compliance costs.

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Supervision and Regulation of First Busey Risk Management

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First Busey Risk Management, incorporated in Nevada, is a captive insurance company which insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.  First Busey Risk Management is subject to regulations of the State of Nevada and periodic examinations by the Nevada Division of Insurance.

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Amy L. Randolph.Mrs. Randolph, age 45,47, was appointed Chief of Staff in April 2017.  Prior to that appointment she served as Executive Vice President and Chief Brand Officer since March 2014.  Prior to March 2014, she served as Senior Vice President of Growth Strategies since 2008.

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EmployeesHuman Capital

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First Busey was built upon a strong commitment to associate, customer, stockholder, and community experiences.  Our associates are the cornerstone of this unwavering commitment.  Busey’s vision, Service Excellence in Everything We Do, starts with dedication to our associates.  We are deeply humbled to be consistently recognized nationally and locally throughout our footprint for this steadfastness.  Busey Bank has been named among America’s Best Banks by Forbes magazine. Ranked 52nd overall on the 2022 list, Busey was the top-ranked bank headquartered in Illinois, and only three other Illinois-based banks were included.  The organization has also been named among American Banker’s Best Banks to Work For since 2016; voted as one of the Best Places to Work in Illinois since 2016; recognized as one of the 2018 & 2019 Top Workplaces in St. Louis; recognized as a Best Company to Work For in Florida since 2017; recognized among the Best Places to Work in Money Management since 2018 by Pensions & Investments; and recognized as a Best Place to Work in Indiana by the Indiana Chamber of Commerce since 2019 – all in addition to various wellness, training and development, philanthropic and other workplace awards.  From exceeding the needs of customers and colleagues to serving our communities selflessly, our associates show unmatched dedication to Busey.  Their shared experiences are what make these and other awards possible.  Since we opened our doors over 150 years ago, we have maintained our core values, creating a strong foundation and shaping our inclusive culture.

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First Busey remains committed to bringing diversity and inclusion to our organization, the banking profession, and the communities where we live and work.  Busey is dedicated to attracting and retaining talent across a variety of backgrounds and experiences.  A diverse team – one with varying beliefs and opinions – promotes productivity, creativity, and innovation, while better meeting and exceeding the needs of a diverse customer base.  Recruiting, supporting, and retaining a diversified workforce with varying perspectives and ideas, while having an inclusive culture, is the foundation of our core values – One Busey.  We strive to maintain an inclusive environment free from discrimination of any kind.  Busey recognizes the richness diversity brings to our workplace.  Our endeavors in this regard are reported to the Employee Benefit and Compensation Committee, which holds the organization accountable to this core value at the highest levels of management.  We maintain an Affirmative Action Plan, the results of which – including proactive steps for inclusion – are reviewed by this same group.  Busey supports and empowers women in the workplace as reflected in our gender-diverse workforce.  In 2021, women comprised of 59% of Team Busey and made up 26% of our senior leadership, providing meaningful contributions not only within the organization but throughout the communities we serve.

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Associate engagement is an important barometer of our cultural health.  We regularly solicit feedback and understand views of our associates about their work environment and Busey’s culture.  The results from engagement surveys are used to implement programs and processes designed to enhance engagement and improve the associate experience.  One such way to keep associates informed and engaged is through our quarterly update calls, which are conducted by Busey leadership.  The recordings are available for all associates.  These calls provide important information about the financial health of the company, but more importantly they provide a cultural touchpoint to solidify Busey’s commitment to our number one asset – our associates.  A tenet of our engaged culture is a commitment to investing in associates through unique, award-winning training and development programs.  In 2021, 51% of our associate base engaged in talent and leadership development programs.  As a result of these programs, 49% of Busey’s open roles were filled internally during 2021 by associates who were promoted or who transferred to new roles.  Since 2017, Busey has been a proud recipient of the Association for Talent Development’s BEST Award, which is presented to organizations that demonstrate enterprise-wide success as a result of employee talent development.

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Additionally, we care about the health and wellbeing of our associates and their families, as evidenced in the 97% participation rate in our innovative health and wellness program, B Well.  Investments in B Well include a stress management component, lifesaving biometric screenings, a corporate health and wellness coach, health club reimbursements, and Health Savings Account (HSA) investments funded by the Company.  Busey is honored to be recognized among the 2021 Illinois' Healthiest Employers, presented by Cigna and Crain’s Content Studio.

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Pre-Provision Net Revenue, Adjusted Pre-Provision Net Revenue,

Pre-Provision Net Revenue to Average Assets, and Adjusted Pre-Provision Net Revenue to Average Assets(dollars in thousands)

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Adjusted Net Income, Adjusted Diluted Earnings Per Share, and

Adjusted Return on Average Assets

(dollars in thousands, except per share amounts)

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Adjusted Net Interest Margin

(dollars in thousands)

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