Form DEFM14A - Definitive proxy statement relating to merger or acquisition

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

CrossFirst Bankshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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To the Stockholders of First Busey Corporation and CrossFirst Bankshares, Inc.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of First Busey Corporation (“Busey”) and CrossFirst Bankshares, Inc. (“CrossFirst”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of CrossFirst by Busey. We are requesting that you take certain actions as a holder of Busey common stock (a “Busey stockholder”) or as a holder of CrossFirst common stock (a “CrossFirst stockholder”).

On August 26, 2024, Busey and CrossFirst entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Busey will, upon the terms and subject to the conditions set forth in the merger agreement, acquire CrossFirst in an all-stock transaction. The transaction is expected to create a premier full-service commercial bank serving clients from seventy seven (77) full-service locations across ten (10) states with combined total assets of approximately $20 billion, $17 billion in total deposits, $15 billion in total loans and $13 billion in wealth assets under care.

Under the merger agreement, CrossFirst will merge with and into Busey, with Busey as the surviving corporation in the merger (the “merger”). The merger agreement further provides that at a date and time following the merger as determined by Busey, CrossFirst Bank, a Kansas state-chartered bank and a wholly owned subsidiary of CrossFirst, will merge with and into Busey Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Busey, with Busey Bank as the surviving bank (the “bank merger”). In addition, Busey Bank has applied to become a member bank of the Federal Reserve System.

At the effective time of the merger (the “effective time”), CrossFirst stockholders will receive 0.6675 of a share of Busey common stock for each share of CrossFirst common stock they own. Based on the closing price of Busey’s common stock on the Nasdaq Global Select Market (“Nasdaq”), on August 26, 2024, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $18.28 in value for each share of CrossFirst common stock, representing a merger consideration of approximately $916.8 million on an aggregate basis.

In addition, each share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of CrossFirst (“CrossFirst preferred stock”) will be converted into the right to receive one (1) share of a newly created series of Busey preferred stock having rights, preferences, privileges, and powers as are not materially less favorable to the holders thereof than the CrossFirst preferred stock (the “new Busey preferred stock”), provided that at the election of Busey, Busey may cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time.

Busey stockholders will continue to own their existing shares of Busey common stock. The value of the Busey common stock at the time of the completion of the merger could be greater than, less than or the same as the value of Busey common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of Busey common stock (Nasdaq trading symbol “BUSE”) and CrossFirst common stock (Nasdaq trading symbol “CFB”).

We expect the merger will qualify as a reorganization for U.S. federal income tax purposes. Accordingly, holders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of CrossFirst common stock for Busey common stock or the exchange of CrossFirst preferred stock for new Busey preferred stock, as applicable, in the merger, except with respect to any cash received by CrossFirst stockholders in lieu of fractional shares of Busey common stock. However, if Busey elects to cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time, then a holder of CrossFirst preferred stock will recognize gain or

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loss on the exchange in an amount equal to the difference between the cash received and that holder’s tax basis in the shares of CrossFirst preferred stock exchanged therefor.

Based on the number of shares of CrossFirst common stock outstanding or reserved for issuance as of November 12, 2024, Busey expects to issue approximately 33.2 million shares of Busey common stock to CrossFirst stockholders in the aggregate in the merger. We estimate that Busey stockholders will own approximately sixty-three and one-half percent (63.5%) and former CrossFirst stockholders will own approximately thirty-six and one-half percent (36.5%) of the common stock of Busey following the completion of the merger.

Busey and CrossFirst will each hold a special meeting of its respective stockholders in connection with the merger. At our respective special meetings, in addition to other business, Busey will ask its stockholders to approve the merger agreement and an amendment to Busey’s articles of incorporation to effect an increase of the number of authorized shares of Busey common stock, and CrossFirst will ask its stockholders to approve the merger agreement. Information about these meetings and the merger is contained in this document. We urge you to read this document carefully and in its entirety.

The special meeting of Busey stockholders will be held virtually via the internet on December 20, 2024 at 9:00 A.M., Central Time. The special meeting of CrossFirst stockholders will be held virtually via the internet on December 20, 2024 at 10:00 A.M., Central Time.

Holders of CrossFirst preferred stock are not entitled to, and are not requested to, vote at the CrossFirst special meeting.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Busey and CrossFirst and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Busey and CrossFirst from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of the Busey and CrossFirst boards of directors, thank you for your prompt attention to this important matter.

Sincerely,

By:

Name: Van A. Dukeman

Title:

Chairman and Chief Executive Officer
First Busey Corporation

By:

Name: Michael J. Maddox

Title:

President and Chief Executive Officer
CrossFirst Bankshares, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Busey or CrossFirst, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated November 13, 2024, and is first being mailed to holders of Busey common stock and holders of CrossFirst common stock on or about November 13, 2024.

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ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Busey and CrossFirst from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov. You will also be able to obtain these documents free of charge from Busey by accessing Busey’s website at https://ir.busey.com/ or from CrossFirst by accessing CrossFirst’s website at https://investors.crossfirstbankshares.com/. You may also request these documents in writing, by email or by telephone, at the appropriate address below:

if you are a Busey stockholder:
First Busey Corporation
100 W. University Ave.
Champaign, Illinois 61820
Attention: Corporate Secretary
(217) 365-4630

if you are a CrossFirst stockholder:
CrossFirst Bankshares, Inc.
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
Attention: Corporate Secretary
(913) 901-4516
legal@crossfirst.com

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Busey common stock requesting documents must do so by December 13, 2024, in order to receive them before the Busey special meeting, and holders of CrossFirst common stock requesting documents must do so by December 13, 2024, in order to receive them before the CrossFirst special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated November 13, 2024, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of Busey common stock or holders of CrossFirst common stock nor the issuance by Busey of shares of Busey common stock pursuant to the merger agreement will create any implication to the contrary.

The information on Busey’s and CrossFirst’s websites is not part of this document. References to Busey’s and CrossFirst’s websites in this document are intended to serve as textual references only.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Busey has been provided by Busey and information contained in, or incorporated by reference into, this document regarding CrossFirst has been provided by CrossFirst.

See “Where You Can Find More Information” beginning on page 178 of the accompanying joint proxy statement/prospectus for further information.

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First Busey Corporation
100 W. University Ave.
Champaign, Illinois 61820

NOTICE OF SPECIAL MEETING OF BUSEY STOCKHOLDERS

To Busey Stockholders:

On August 26, 2024, First Busey Corporation (“Busey”) and CrossFirst Bankshares, Inc. (“CrossFirst”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Busey common stock (the “Busey special meeting”) will be held on December 20, 2024 at 9:00 A.M., Central Time. We are pleased to notify you of, and invite you to, the Busey special meeting, which will be held virtually via the internet.

At the Busey special meeting, holders of Busey common stock will be asked to vote on the following matters:

•

A proposal to approve the merger agreement and the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a), which requires approval of the issuance of shares of Busey common stock in an amount that exceeds 20% of the currently outstanding shares of Busey common stock) (the “Busey merger proposal”).

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A proposal to approve an amendment to Busey’s amended and restated articles of incorporation to increase the authorized number of shares of Busey common stock from 100,000,000 to 200,000,000 (the “Busey articles amendment proposal”).

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A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Busey in connection with the transactions contemplated by the merger agreement (the “Busey compensation proposal”).

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A proposal to adjourn the Busey special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Busey merger proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Busey common stock (the “Busey adjournment proposal”).

The Busey special meeting will be held in a virtual-only format conducted via live webcast. As more fully described in the “Questions & Answers” and “The Busey Special Meeting” sections of the accompanying joint proxy statement/prospectus, you are entitled to participate in the Busey special meeting if, as of the close of business on November 12, 2024 you held shares of Busey common stock registered in your name (a “record holder”), or if you held shares in “street name” through a bank, broker, trustee or other nominee (a “beneficial owner”). Both record holders and beneficial owners will be able to attend the Busey special meeting online, submit their questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/BUSE2024SM and following the instructions. Please have your 16-digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. See the “Questions & Answers” section of the accompanying joint proxy statement/prospectus for more information, including technical support information for the virtual Busey special meeting.

The board of directors of Busey has fixed the close of business on November 12, 2024 as the record date for the Busey special meeting. Only holders of record of Busey common stock as of the close of business

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on the record date for the Busey special meeting are entitled to notice of the Busey special meeting or any adjournment or postponement thereof. Only holders of record of Busey common stock will be entitled to vote at the Busey special meeting or any adjournment or postponement thereof.

Busey has determined that holders of Busey common stock are not entitled to appraisal rights with respect to the proposed merger under Section 92A.390 of the Nevada Corporations Act.

The Busey board of directors unanimously recommends that holders of Busey common stock vote “FOR” the Busey merger proposal, “FOR” the Busey articles amendment proposal, “FOR” the Busey compensation proposal and “FOR” the Busey adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of Busey common stock approve the Busey merger proposal. The affirmative vote of a majority of the voting power of the shares of Busey common stock entitled to vote on the Busey merger proposal is required to approve the Busey merger proposal. Whether or not you plan to attend the Busey special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

Van A. Dukeman
Chairman and Chief Executive Officer
First Busey Corporation

November 13, 2024

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CrossFirst Bankshares, Inc.
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211

NOTICE OF SPECIAL MEETING OF CROSSFIRST STOCKHOLDERS

To CrossFirst Stockholders:

On August 26, 2024, CrossFirst Bankshares, Inc., a Kansas corporation (“CrossFirst”), and First Busey Corporation, a Nevada corporation (“Busey”), entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of CrossFirst common stock (the “CrossFirst special meeting”) will be held on December 20, 2024 at 10:00 A.M., Central Time. We are pleased to notify you of and invite you to the CrossFirst special meeting, which will be held virtually via the internet.

At the CrossFirst special meeting, holders of CrossFirst common stock will be asked to vote on the following matters:

•

A proposal to approve the merger agreement (the “CrossFirst merger proposal”);

•

A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of CrossFirst in connection with the transactions contemplated by the merger agreement (the “CrossFirst compensation proposal”); and

•

A proposal to adjourn the CrossFirst special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CrossFirst merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CrossFirst common stock (the “CrossFirst adjournment proposal”).

The CrossFirst special meeting will be held in a virtual-only format conducted via live webcast. As more fully described in the “Questions & Answers” and “The CrossFirst Special Meeting” sections of the accompanying joint proxy statement/prospectus, you are entitled to participate in the CrossFirst special meeting if, as of the close of business on November 12, 2024 you held shares of CrossFirst common stock registered in your name (a “record holder”), or if you held shares in “street name” through a bank, broker, trustee or other nominee (a “beneficial owner”). Both record holders and beneficial owners will be able to attend the CrossFirst special meeting online, submit questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/CFB2024SM and following the instructions. Please have your 16‑digit control number, which can be found on your notice, proxy card or voting instruction form, to access the meeting. See the “Questions & Answers” section of the accompanying joint proxy statement/prospectus for more information, including technical support information for the virtual CrossFirst special meeting.

The board of directors of CrossFirst has fixed the close of business on November 12, 2024 as the record date for the CrossFirst special meeting. Only holders of record of CrossFirst common stock as of the close of business on the record date for the CrossFirst special meeting are entitled to notice of the CrossFirst special meeting or any adjournment or postponement thereof. Only holders of record of CrossFirst common stock will be entitled to vote at the CrossFirst special meeting or any adjournment or postponement thereof.

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CrossFirst has determined that holders of CrossFirst common stock are not entitled to appraisal rights with respect to the proposed merger under Section 17-6712(b)(1) of the Kansas General Corporation Code (the “KGCC”).

Pursuant to Section 17-6712 of the KGCC, notice is hereby given that, in connection with the transactions contemplated by the merger agreement and as further explained in the accompanying joint proxy statement/prospectus, holders of CrossFirst’s Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, are entitled to appraisal rights under 17-6712 et. seq., a copy of which is attached as Annex F to this joint proxy statement/prospectus.

The CrossFirst board of directors unanimously recommends that holders of CrossFirst common stock vote “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of CrossFirst common stock approve the CrossFirst merger proposal. The CrossFirst merger proposal must be approved by the affirmative vote of the holders of a majority of the outstanding shares of CrossFirst common stock entitled to vote thereon. Whether or not you plan to attend the CrossFirst special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, or other nominee.

By Order of the Board of Directors

Rodney “Rod” K. Brenneman
Chairman of the Board
CrossFirst Bankshares, Inc.

November 13, 2024

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	Page
QUESTIONS AND ANSWERS		1
SUMMARY		17
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		29
RISK FACTORS		31
Risks Relating to the Consummation of the Merger and Busey Following the Merger		31
Risks Relating to Busey’s Business		38
Risks Relating to CrossFirst’s Business		38
THE BUSEY SPECIAL MEETING		39
Date, Time and Place of the Meeting		39
Matters to Be Considered		39
Recommendation of Busey’s Board of Directors		39
Record Date and Quorum		39
Broker Non-Votes		40
Vote Required; Treatment of Abstentions and Failure to Vote		40
Attending the Special Meeting		41
Proxies		41
Shares Held in Street Name		42
Revocability of Proxies		42
Delivery of Proxy Materials		43
Solicitation of Proxies		43
Other Matters to Come Before the Busey Special Meeting		43
Assistance		43
BUSEY PROPOSALS		44
PROPOSAL 1: BUSEY MERGER PROPOSAL		44
PROPOSAL 2: BUSEY ARTICLES AMENDMENT PROPOSAL		44
PROPOSAL 3: BUSEY COMPENSATION PROPOSAL		46
PROPOSAL 4: BUSEY ADJOURNMENT PROPOSAL		46
THE CROSSFIRST SPECIAL MEETING		48
Date, Time and Place of the Meeting		48
Matters to Be Considered		48
Recommendation of CrossFirst’s Board of Directors		48
Record Date and Quorum		48
Broker Non-Votes		49
Vote Required; Treatment of Abstentions and Failure to Vote		49
Attending the Special meeting		50
Proxies		50
Shares Held in Street Name		51
Revocability of Proxies		51
Delivery of Proxy Materials		52
Solicitation of Proxies		52
Other Matters to Come Before the CrossFirst Special Meeting		52

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	Page
Assistance		52
CROSSFIRST PROPOSALS		53
PROPOSAL 1: CROSSFIRST MERGER PROPOSAL		53
PROPOSAL 2: CROSSFIRST COMPENSATION PROPOSAL		53
PROPOSAL 3: CROSSFIRST ADJOURNMENT PROPOSAL		53
INFORMATION ABOUT THE COMPANIES		55
Busey		55
CrossFirst		55
THE MERGER		56
Terms of the Merger		56
Background of the Merger		56
Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors		67
Opinion of Busey’s Financial Advisor		71
CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors		79
Opinion of CrossFirst’s Financial Advisor		83
Certain Unaudited Prospective Financial Information		94
Interests of Certain Busey Directors and Executive Officers in the Merger		98
Interests of Certain CrossFirst Directors and Executive Officers in the Merger		103
Governance of Busey After the Merger		110
Name and Headquarters		111
Accounting Treatment		111
Regulatory Approvals		111
Stock Exchange Listings		114
Treatment of CrossFirst Preferred Stock		114
Appraisal or Dissenters’ Rights in the Merger		115
THE MERGER AGREEMENT		118
Explanatory Note Regarding the Merger Agreement		118
Structure of the Merger		118
Merger Consideration		119
Fractional Shares		119
Governing Documents		119
Treatment of Busey Equity Awards		119
Treatment of CrossFirst Equity Awards		120
Closing and Effective Time of the Merger		120
Exchange of Shares		121
Representations and Warranties		121
Covenants and Agreements		123
Governance of Busey after the Merger		129
Meetings; Recommendation of Busey’s and CrossFirst’s Boards of Directors		131
Agreement Not to Solicit Other Offers		132
Conditions to Complete the Merger		133
Termination of the Merger Agreement		134
Effect of Termination		134

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	Page
Termination Fee		135
Expenses and Fees		136
Amendment, Waiver and Extension of the Merger Agreement		136
Governing Law		136
Specific Performance		136
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		137
Tax Consequences of the Merger Generally		138
Cash Instead of a Fractional Share		139
Backup Withholding		139
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS		140
DESCRIPTION OF BUSEY CAPITAL STOCK		150
General		150
Common Stock		150
Busey Preferred Stock		151
Certain Article and Bylaw Provisions Affecting Busey Common Stock; Anti-Takeover Measures		151
Restrictions on Ownership		153
DESCRIPTION OF NEW BUSEY PREFERRED STOCK		154
Busey Preferred Stock Generally		154
New Busey Preferred Stock		154
COMPARISON OF THE RIGHTS OF BUSEY STOCKHOLDERS AND CROSSFIRST STOCKHOLDERS		160
LEGAL MATTERS		175
EXPERTS		175
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS		176
Busey		176
CrossFirst		176
WHERE YOU CAN FIND MORE INFORMATION		178
Annex A Agreement and Plan of Merger, dated as of August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc.		A-1
Annex B Form of Certificate of Amendment to the Amended and Restated Articles of Incorporation of First Busey Corporation — Authorized Common Stock		B-1
Annex C Form of Certificate of Designation of Series A Non-Cumulative Perpetual Preferred Stock of First Busey Corporation		C-1
Annex D Opinion of Raymond James & Associates, Inc.		D-1
Annex E Opinion of Keefe, Bruyette & Woods, Inc.		E-1
Annex F Section 17-6712 of the Kansas General Corporations Code		F-1

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the Busey special meeting or the CrossFirst special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the Busey special meeting or the CrossFirst special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 178.

In this joint proxy statement/prospectus, unless the context otherwise requires:

•

“Busey” refers to First Busey Corporation, a Nevada corporation;

•

“Busey articles” refers to the amended and restated articles of incorporation of Busey;

•

“Busey Bank” refers to Busey Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Busey;

•

“Busey board of directors” refers to the board of directors of Busey;

•

“Busey bylaws” refers to the second amended and restated bylaws of Busey;

•

“Busey common stock” refers to the common stock of Busey, par value $0.001 per share;

•

“Busey special meeting” refers to the special meeting of Busey stockholders to be held on December 20, 2024 to consider and vote on the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal;

•

“Busey stockholders” refers to holders of shares of Busey common stock both prior to and following the completion of the merger;

•

“CrossFirst” refers to CrossFirst Bankshares, Inc., a Kansas corporation;

•

“CrossFirst articles” refers to the articles of incorporation of CrossFirst;

•

“CrossFirst Bank” refers to CrossFirst Bank, a Kansas state-chartered bank and a wholly owned subsidiary of CrossFirst;

•

“CrossFirst board of directors” refers to the board of directors of CrossFirst;

•

“CrossFirst bylaws” refers to the amended and restated bylaws of CrossFirst;

•

“CrossFirst common stock” refers to the common stock of CrossFirst, par value $0.01 per share;

•

“CrossFirst preferred stock” refers to the Series A non-cumulative perpetual preferred stock, par value $0.01 per share, of CrossFirst;

•

“CrossFirst special meeting” refers to the special meeting of CrossFirst stockholders to be held on December 20, 2024 to consider and vote on the CrossFirst merger proposal, the CrossFirst compensation proposal and the CrossFirst adjournment proposal; and

•

“CrossFirst stockholders” refers to holders of shares of CrossFirst common stock.

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because Busey and CrossFirst have entered into an Agreement and Plan of Merger, dated August 26, 2024 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which CrossFirst will merge with and into Busey, with Busey as the surviving corporation (the “merger”). At a date and time following the merger as determined by Busey, CrossFirst Bank will merge with and into Busey Bank, with Busey Bank as the surviving bank (the “bank merger”). A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. In this joint proxy statement/prospectus, we refer to the closing of the merger as the “closing” and the date on which the closing occurs as the “closing date.”

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In order to complete the merger, among other things:

•

Busey stockholders must approve the merger agreement and the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a), which requires approval of the issuance of shares of Busey common stock in an amount that exceeds 20% of the currently outstanding shares of Busey common stock) (the “Busey merger proposal”); and

•

CrossFirst stockholders must approve the merger agreement (the “CrossFirst merger proposal”).

Busey is holding the Busey special meeting to obtain approval of the Busey merger proposal.

In addition, Busey stockholders will be asked to approve (i) an amendment to the Busey articles to increase the number of authorized shares of Busey common stock from 100,000,000 to 200,000,000 (the “Busey articles amendment proposal”), (ii) on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Busey in connection with the transactions contemplated by the merger agreement (the “Busey compensation proposal”) and (iii) a proposal to adjourn the Busey special meeting to solicit additional proxies (a) if there are insufficient votes at the time of the Busey special meeting to approve the Busey merger proposal or (b) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Busey stockholders (the “Busey adjournment proposal”).

CrossFirst is holding the CrossFirst special meeting to obtain approval of the CrossFirst merger proposal.

In addition, CrossFirst stockholders will be asked to approve (i) on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of CrossFirst in connection with the transactions contemplated by the merger agreement (the “CrossFirst compensation proposal”) and (ii) to approve a proposal to adjourn the CrossFirst special meeting to solicit additional proxies (a) if there are insufficient votes at the time of the CrossFirst special meeting to approve the CrossFirst merger proposal or (b) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to CrossFirst stockholders (the “CrossFirst adjournment proposal”).

Holders of shares of CrossFirst preferred stock are not entitled to, and are not requested to, vote at the CrossFirst special meeting. Holders of shares of CrossFirst preferred stock who comply with the applicable requirements of Section 17-6712 et seq. of the Kansas General Corporation Code (the “KGCC”) will have the right to seek appraisal of the fair value of such shares. For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 115. A copy of KGCC § 17-6712 et seq. is attached as Annex F to this joint proxy statement/prospectus.

This document is also a prospectus that is being delivered to CrossFirst stockholders because, pursuant to the merger agreement, Busey is offering shares of Busey common stock to CrossFirst stockholders.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Busey and CrossFirst special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Even if you plan to attend your respective company’s special meeting, Busey and CrossFirst encourage you to vote your shares in advance. Voting in advance of your respective meeting does not prevent you from voting your shares during your respective meeting because you may subsequently revoke your proxy. Your vote is important and we encourage you to submit your proxy as soon as possible.

What will happen in the merger?

In the merger, CrossFirst will merge with and into Busey, with Busey as the surviving corporation. In the bank merger, which will occur at a date and time following the merger as determined by Busey, CrossFirst Bank will merge with and into Busey Bank, with Busey Bank as the surviving bank.

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Each share of CrossFirst common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”), except for shares of CrossFirst common stock owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (in each case, other than shares of CrossFirst common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by CrossFirst or Busey in respect of debts previously contracted) will be converted into the right to receive 0.6675 of a share (the “exchange ratio”) of Busey common stock (the “merger consideration”).

Each share of CrossFirst preferred stock will be converted into the right to receive one (1) share of a newly created series of Busey preferred stock having rights, preferences, privileges, and powers as are not materially less favorable to the holders thereof than the CrossFirst preferred stock (the “new Busey preferred stock”), provided that at the election of Busey, Busey may cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time.

After the effective time, (i) CrossFirst will no longer be a public company and will cease to exist, (ii) CrossFirst common stock will be delisted from Nasdaq and will cease to be publicly traded and (iii) CrossFirst common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the completion of the merger, Busey stockholders will continue to own their existing shares of Busey common stock. See the information provided in the section entitled “The Merger Agreement — Structure of the Merger” beginning on page 118 and the merger agreement for more information about the merger.

When and where will each of the special meetings take place?

The Busey special meeting will be held virtually via the internet on December 20, 2024, at 9:00 A.M., Central Time.

The CrossFirst special meeting will be held virtually via the internet on December 20, 2024, at 10:00 A.M., Central Time.

Even if you plan to attend your respective company’s special meeting, Busey and CrossFirst recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

What matters will be considered at each of the special meetings?

At the Busey special meeting, Busey stockholders will be asked to consider and vote on the following proposals:

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Busey Proposal 1: The Busey merger proposal;

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Busey Proposal 2: The Busey articles amendment proposal;

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Busey Proposal 3: The Busey compensation proposal; and

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Busey Proposal 4: The Busey adjournment proposal.

At the CrossFirst special meeting, CrossFirst stockholders will be asked to consider and vote on the following proposals:

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CrossFirst Proposal 1: The CrossFirst merger proposal;

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CrossFirst Proposal 2: The CrossFirst compensation proposal; and

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CrossFirst Proposal 3: The CrossFirst adjournment proposal.

In order to complete the merger, among other things, Busey stockholders must approve the Busey merger proposal and CrossFirst stockholders must approve the CrossFirst merger proposal. None of the approvals of the Busey articles amendment proposal, the Busey compensation proposal, the Busey

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adjournment proposal, the CrossFirst compensation proposal or the CrossFirst adjournment proposal is a condition to the obligations of Busey or CrossFirst to complete the merger.

What will CrossFirst stockholders receive in the merger?

In the merger, CrossFirst stockholders will receive 0.6675 of a share of Busey common stock for each share of CrossFirst common stock held immediately prior to the completion of the merger. Busey will not issue any fractional shares of Busey common stock in the merger. CrossFirst stockholders who would otherwise be entitled to a fractional share of Busey common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average closing sale price per share of Busey common stock on Nasdaq as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the closing date (the “Busey closing share value”) by the fraction of a share (after taking into account all shares of CrossFirst common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Busey common stock that such stockholder would otherwise be entitled to receive.

What will holders of CrossFirst preferred stock receive in the merger?

In the merger, each share of CrossFirst preferred stock will be converted into the right to receive one (1) share of new Busey preferred stock, provided that at the election of Busey, Busey may cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time.

What will Busey stockholders receive in the merger?

In the merger, Busey stockholders will not receive any consideration, and their shares of Busey common stock will remain outstanding and will constitute shares of Busey following the merger. Following the merger, shares of Busey common stock will continue to be traded on Nasdaq.

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

Yes. Although the number of shares of Busey common stock that CrossFirst stockholders will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Busey common stock. Any fluctuation in the market price of Busey common stock will change the value of the shares of Busey common stock that CrossFirst stockholders will receive. Neither Busey nor CrossFirst is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Busey common stock or CrossFirst common stock.

How will the merger affect Busey equity awards?

The merger agreement provides that, except as otherwise provided, Busey equity awards will generally remain outstanding and subject to the same terms and conditions as applied immediately prior to the effective time. Each outstanding Busey performance-based restricted stock unit award will be deemed earned with the achievement of the applicable performance goals based on actual performance through the latest practicable date prior to the effective time and will otherwise remain subject to the same terms and conditions (including service-based vesting terms) as applied to the Busey performance-based restricted stock unit award immediately prior to the effective time. Each outstanding Busey time-based restricted stock unit award will vest in equal annual installments over three (3) years following the effective time; provided that if any Busey time-based restricted stock unit award would otherwise vest by its terms on an earlier date, any then-unvested portion shall vest on such original vesting date. Each Busey equity award will be subject to double-trigger vesting upon a termination without cause within twelve (12) months following the effective time.

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How will the merger affect CrossFirst equity awards?

The merger agreement provides that, except as otherwise agreed between CrossFirst and Busey, at the effective time, each outstanding CrossFirst restricted stock award held by a CrossFirst non-employee director and each deferred share of CrossFirst common stock that is credited to a director participant’s account under the CrossFirst 2018 Directors’ Deferred Fee Plan will be converted into the right to receive shares of Busey common stock based on the exchange ratio. Any CrossFirst restricted stock award that is not held by a CrossFirst non-employee director will be converted into a restricted stock award in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst restricted stock award prior to the effective time.

The merger agreement also provides that, except as otherwise agreed between CrossFirst and Busey, at the effective time, each outstanding CrossFirst time-based restricted stock unit award will be converted into a restricted stock unit in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst restricted stock unit award prior to the effective time, and each performance-based restricted stock unit award will be converted into a time-based restricted stock unit award in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst performance-based restricted stock unit award prior to the effective time, assuming the achievement of the applicable performance goals at (i) target performance if the closing of the merger occurs in the first half of the relevant performance period or (ii) actual performance if the closing of the merger occurs in the second half of the relevant performance period.

Each outstanding CrossFirst stock-settled stock appreciation right will be converted into a stock appreciation right in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst stock-settled stock appreciation right prior to the effective time.

How will the merger affect CrossFirst’s 401(k) plan?

The merger agreement provides that if requested by Busey in writing at least fifteen (15) business days prior to the effective time, CrossFirst will cause CrossFirst’s 401(k) plan to be terminated effective as of the day immediately prior to the effective time and contingent upon the occurrence of the closing. If Busey requests that CrossFirst’s 401(k) plan be terminated, (i) CrossFirst will provide Busey with evidence that such plan has been terminated (the form and substance of which will be subject to reasonable review and comment by Busey) not later than two (2) business days immediately preceding the effective time, and (ii) any continuing employees will be eligible to participate, effective as of the effective time or as soon as administratively practicable thereafter, in a 401(k) plan sponsored or maintained by Busey or one of its subsidiaries. Busey and CrossFirst will take any and all actions as may be required, including amendments to CrossFirst’s 401(k) plan and/or Busey’s 401(k) plan, to permit the continuing employees to make rollover contributions to Busey’s 401(k) plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Internal Revenue Code of 1986, as amended (the “Code”)) from CrossFirst’s 401(k) plan in the form of cash, notes (in the case of loans) or a combination thereof.

How does the Busey board of directors recommend that I vote at the Busey special meeting?

In considering the recommendations of the Busey board of directors, Busey stockholders should be aware that Busey directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Busey stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger — Interests of Certain Busey Directors and Executive Officers in the Merger” beginning on page 98.

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How does the CrossFirst board of directors recommend that I vote at the CrossFirst special meeting?

The CrossFirst board of directors unanimously recommends that you vote “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal.

In considering the recommendations of the CrossFirst board of directors, CrossFirst stockholders should be aware that CrossFirst directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of CrossFirst stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger — Interests of Certain CrossFirst Directors and Executive Officers in the Merger” beginning on page 103.

Who is entitled to vote at the Busey special meeting?

The record date for the Busey special meeting is November 12, 2024. All Busey stockholders who held shares at the close of business on the record date for the Busey special meeting are entitled to receive notice of, and to vote at, the Busey special meeting.

Each Busey stockholder is entitled to cast one (1) vote on each matter properly brought before the Busey special meeting for each share of Busey common stock that such holder owned of record as of the record date. As of November 12, 2024, there were 56,878,232 issued and outstanding shares of Busey common stock.

Attendance at the special meeting is not required to vote. See below and the section entitled “The Busey Special Meeting — Proxies” beginning on page 41 for instructions on how to vote your shares of Busey common stock without attending the Busey special meeting.

Who is entitled to vote at the CrossFirst special meeting?

The record date for the CrossFirst special meeting is November 12, 2024. All CrossFirst stockholders who held shares of CrossFirst common stock at the close of business on the record date for the CrossFirst special meeting are entitled to receive notice of, and vote at, the CrossFirst special meeting.

Each holder of CrossFirst common stock is entitled to cast one (1) vote on each matter properly brought before the CrossFirst special meeting for each share of CrossFirst common stock that such holder owned of record as of the record date. As of November 12, 2024, there were 49,314,753 issued and outstanding shares of CrossFirst common stock.

Attendance at the special meeting is not required to vote. See below and the section entitled “The CrossFirst Special Meeting — Proxies” beginning on page 50 for instructions on how to vote your shares of CrossFirst common stock without attending the CrossFirst special meeting.

What actions do I need to take if I own CrossFirst preferred stock?

If you are a holder of CrossFirst preferred stock, no action will be required of you. Holders of shares of CrossFirst preferred stock are not entitled to, and are not requested to, vote at the CrossFirst special meeting. In the merger, each share of CrossFirst preferred stock will be converted into the right to receive one (1) share of new Busey preferred stock, provided that at the election of Busey, Busey may cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time.

For more information, see the section entitled “Description of New Busey Preferred Stock” beginning on page 154.

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What constitutes a quorum for the Busey special meeting?

A majority of the outstanding shares of Busey common stock that are entitled to vote as of the record date must be present at the Busey special meeting, either by attendance virtually via the Busey special meeting website or by proxy, in order to hold the Busey special meeting and conduct business. Shares are counted as present at the meeting if the stockholder either: is present via the Busey special meeting website or has properly submitted a signed proxy card or other form of proxy. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum but a broker non-vote or other failure to vote will not be included.

What constitutes a quorum for the CrossFirst special meeting?

The presence at the CrossFirst special meeting, either by attendance virtually via the CrossFirst special meeting website or by proxy, of holders of a majority of the shares of CrossFirst common stock entitled to vote at the CrossFirst special meeting will constitute a quorum for the transaction of business at the CrossFirst special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum but a broker non-vote or other failure to vote will not be included.

What vote is required for the approval of each proposal at the Busey special meeting?

Busey Proposal 1: Busey merger proposal. Approval of the Busey merger proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Busey common stock entitled to vote on the Busey merger proposal. If a Busey stockholder is present at the Busey special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the Busey special meeting or fails to instruct his, her or its bank, broker, trustee or other nominee how to vote with respect to the Busey merger proposal, it will have the same effect as a vote “AGAINST” the Busey merger proposal.

Busey Proposal 2: Busey articles amendment proposal. Approval of the Busey articles amendment proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Busey common stock entitled to vote on the Busey articles amendment proposal. If a Busey stockholder is present at the Busey special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the Busey special meeting or fails to instruct his, her or its bank, broker, trustee or other nominee how to vote with respect to the Busey articles amendment proposal, it will have the same effect as a vote “AGAINST” the Busey articles amendment proposal.

Busey Proposal 3: Busey compensation proposal. Approval, on an advisory (non-binding) basis, of the Busey compensation proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the Busey special meeting and entitled to vote on the Busey compensation proposal. If a Busey stockholder is present at the Busey special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Busey compensation proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the Busey compensation proposal.

Busey Proposal 4: Busey adjournment proposal. Approval of the Busey adjournment proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy at the Busey special meeting and entitled to vote on the Busey adjournment proposal, whether or not a quorum is present. If a Busey stockholder is present at the Busey special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Busey adjournment proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the Busey adjournment proposal.

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What vote is required for the approval of each proposal at the CrossFirst special meeting?

CrossFirst Proposal 1: CrossFirst merger proposal. Approval of the CrossFirst merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CrossFirst common stock entitled to vote on the CrossFirst merger proposal. If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the CrossFirst special meeting or fails to instruct his, her or its bank, broker, trustee or other nominee how to vote with respect to the CrossFirst merger proposal, it will have the same effect as a vote “AGAINST” the CrossFirst merger proposal.

CrossFirst Proposal 2: CrossFirst compensation proposal. Approval, on an advisory (non-binding) basis, of the CrossFirst compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against the CrossFirst compensation proposal at the CrossFirst special meeting. If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” is not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on such proposal.

CrossFirst Proposal 3: CrossFirst adjournment proposal. If a quorum is present at the CrossFirst special meeting, (i) approval of the CrossFirst adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against the CrossFirst adjournment proposal, and (ii) if a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” is not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the outcome of the CrossFirst adjournment proposal. In the absence of a quorum at the CrossFirst special meeting, (i) approval of the CrossFirst adjournment proposal requires the affirmative vote of a majority of the shares of CrossFirst common stock entitled to vote on the CrossFirst adjournment proposal present virtually or by proxy at the CrossFirst special meeting, (ii) if a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the CrossFirst adjournment proposal, and (iii) if a CrossFirst stockholder is not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the CrossFirst adjournment proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the Busey named executive officers (i.e., the Busey compensation proposal)?

Under U.S. Securities and Exchange Commission (“SEC”) rules, Busey is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Busey’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the CrossFirst named executive officers (i.e., the CrossFirst compensation proposal)?

CrossFirst is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, CrossFirst is eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. These include but are not limited to the requirement to obtain stockholder approval for any golden parachute payments not previously approved. Notwithstanding the foregoing, CrossFirst has elected to voluntarily provide its stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to CrossFirst’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.

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What happens if Busey or CrossFirst stockholders do not approve, by non-binding, advisory vote, merger-related compensation arrangements for Busey or CrossFirst named executive officers (i.e., the Busey compensation proposal or the CrossFirst compensation proposal)?

The vote on the proposal to approve the merger-related compensation arrangements for each of Busey and CrossFirst’s named executive officers is separate and apart from the votes to approve the other proposals being presented at the Busey and CrossFirst special meetings. Because the votes on the proposals to approve the merger-related executive compensation is advisory in nature only, such votes will not be binding upon CrossFirst or Busey before or following the merger. Accordingly, the merger-related compensation will be paid to Busey’s and CrossFirst’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Busey or CrossFirst stockholders do not approve the proposals to approve their respective merger-related executive compensation.

What if I hold shares in both Busey and CrossFirst?

If you hold shares of both Busey common stock and CrossFirst common stock, you will receive separate packages of proxy materials. A vote cast as a Busey stockholder will not count as a vote cast as a CrossFirst stockholder, and a vote cast as a CrossFirst stockholder will not count as a vote cast as a Busey stockholder. Therefore, please submit separate proxies for your shares of Busey common stock and your shares of CrossFirst common stock.

How can I attend, vote and submit questions at the Busey special meeting or the CrossFirst special meeting?

Record Holders. If you hold shares directly in your name as the holder of record of Busey or CrossFirst common stock, you are a “record holder” and your shares may be voted by you at the Busey special meeting or the CrossFirst special meeting, as applicable. If you choose to vote your shares virtually at the Busey special meeting or the CrossFirst special meeting you will need the control number as described below.

Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the Busey special meeting or the CrossFirst special meeting, as applicable, by you as described below.

Busey special meeting. If you are a record holder of Busey common stock, you will be able to attend the Busey special meeting online, submit questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/BUSE2024SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Busey special meeting online, submit questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/BUSE2024SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Busey special meeting to ensure you have access.

Busey encourages its stockholders to visit the meeting website above in advance of the Busey special meeting to familiarize themselves with the online access process. Online check-in will start fifteen (15) minutes prior to the start of the meeting, which will begin promptly at 9:00 A.M., Central Time, on December 20, 2024. The virtual meeting platform is fully supported across various browsers (including Microsoft Edge, Mozilla Firefox, Google Chrome, and Safari) and devices (including desktops, laptops, tablets, and cell phones) provided that they are running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you encounter any technical difficulties in accessing the meeting or during the meeting, a support number will be made available on the login page. A complete list of registered stockholders entitled to vote at the Busey

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special meeting will be made available for inspection during the meeting by clicking the designated stockholder list link that will appear on your screen.

CrossFirst special meeting. If you are a record holder of CrossFirst common stock, you will be able to attend the CrossFirst special meeting online, submit questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/CFB2024SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the CrossFirst special meeting online, submit questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/CFB2024SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the CrossFirst special meeting to ensure you have access.

CrossFirst encourages its stockholders to visit the meeting website above in advance of the CrossFirst special meeting to familiarize themselves with the online access process. Online check-in will start fifteen (15) minutes prior to the start of the meeting, which will begin promptly at 10:00 A.M., Central Time, on December 20, 2024. The virtual meeting platform is fully supported across various browsers (including Microsoft Edge, Mozilla Firefox, Google Chrome, and Safari) and devices (including desktops, laptops, tablets, and cell phones) provided that they are running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you encounter any technical difficulties in accessing the meeting or during the meeting, a support number will be made available on the login page. A complete list of registered stockholders entitled to vote at the CrossFirst special meeting will be made available for inspection during the meeting by clicking the designated stockholder list link that will appear on your screen.

Additional information on attending the special meetings can be found under the section entitled “The Busey Special Meeting — Attending the Special Meeting” on page 41 and under the section entitled “The CrossFirst Special Meeting — Attending the Special Meeting” on page 50.

How can I vote my shares without attending my respective special meeting?

Whether you hold your shares directly as the holder of record of Busey common stock or CrossFirst common stock or beneficially in “street name,” you may direct your vote by proxy without attending the Busey special meeting or the CrossFirst special meeting, as applicable.

If you are a record holder of Busey common stock or CrossFirst common stock, you can vote your shares by proxy via the internet, by telephone or by mail by following the instructions provided on the enclosed proxy card. If you hold shares beneficially in “street name” as a beneficial owner of Busey common stock or CrossFirst common stock, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Additional information on voting procedures can be found under the section entitled “The Busey Special Meeting — Attending the Special Meeting” on page 41 and under the section entitled “The CrossFirst Special Meeting — Attending the Special Meeting” on page 50.

What do I need to do now?

After carefully reading and considering the information contained in this document, please vote as soon as possible. If you hold shares of Busey common stock or CrossFirst common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you are a beneficial owner with shares held in “street name,” you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

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If I am a beneficial owner with my shares held in “street name” by a bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?

No. Your bank, broker, trustee or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker, trustee or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting instruction form used by your bank, broker, trustee or other nominee.

What is a “broker non-vote”?

Banks, brokers, trustees and other nominees who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers, trustees and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at each of the Busey special meeting and the CrossFirst special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Busey special meeting or the CrossFirst special meeting. If your bank, broker, trustee or other nominee holds your shares of Busey common stock or CrossFirst common stock in “street name,” such entity will vote your shares of Busey common stock or CrossFirst common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

If you are a beneficial owner of Busey common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of Busey common stock:

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Busey merger proposal: your bank, broker, trustee or other nominee may not vote your shares on the Busey merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” the Busey merger proposal;

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Busey articles amendment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Busey merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” the Busey articles amendment proposal;

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Busey compensation proposal: your bank, broker, trustee or other nominee may not vote your shares on the Busey compensation proposal, which broker non-votes, if any, will have no effect on the outcome of the Busey compensation proposal; and

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Busey adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Busey adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of the Busey adjournment proposal, whether or not a quorum is present.

If you are a beneficial owner of CrossFirst common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of CrossFirst common stock:

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CrossFirst merger proposal: your bank, broker, trustee or other nominee may not vote your shares on the CrossFirst merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” the CrossFirst merger proposal;

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CrossFirst compensation proposal: your bank, broker, trustee or other nominee may not vote your shares on the CrossFirst compensation proposal, which broker non-votes, if any, will have no effect on the outcome of the CrossFirst compensation proposal; and

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CrossFirst adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the CrossFirst adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of the CrossFirst adjournment proposal, whether or not a quorum is present.

What if I fail to vote or abstain?

For purposes of the Busey special meeting, an abstention occurs when a Busey stockholder attends the Busey special meeting and does not vote or returns a proxy with an “ABSTAIN” instruction.

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Busey merger proposal: An abstention will have the same effect as a vote “AGAINST” the Busey merger proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy, it will also have the same effect as a vote “AGAINST” the Busey merger proposal.

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Busey articles amendment proposal: An abstention will have the same effect as a vote “AGAINST” the Busey articles amendment proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy, it will also have the same effect as a vote “AGAINST” the Busey articles amendment proposal.

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Busey compensation proposal: An abstention will have the same effect as a vote “AGAINST” the Busey compensation proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy, it will have no effect on the outcome of the Busey compensation proposal.

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Busey adjournment proposal: An abstention will have the same effect as a vote “AGAINST” the Busey adjournment proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy, it will have no effect on the outcome of the Busey adjournment proposal, whether or not a quorum is present.

For purposes of the CrossFirst special meeting, an abstention occurs when a CrossFirst stockholder attends the CrossFirst special meeting and does not vote or returns a proxy with an “abstain” instruction.

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CrossFirst merger proposal: An abstention will have the same effect as a vote “AGAINST” the CrossFirst merger proposal. If a CrossFirst stockholder is not present at the CrossFirst special meeting and does not respond by proxy, it will also have the same effect as a vote “AGAINST” the CrossFirst merger proposal.

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CrossFirst compensation proposal: An abstention will have no effect on the outcome of the CrossFirst compensation proposal. If a CrossFirst stockholder is not present at the CrossFirst special meeting and does not respond by proxy, it will have no effect on the outcome of the CrossFirst compensation proposal.

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CrossFirst adjournment proposal: If a quorum is present at the CrossFirst special meeting, an abstention will have no effect on the outcome of the CrossFirst adjournment proposal. In the absence of a quorum at the CrossFirst special meeting, an abstention will have the same effect as a vote “AGAINST” such proposal. If a CrossFirst stockholder is not present at the CrossFirst special meeting and does not respond by proxy, it will also have no effect on the outcome of the CrossFirst adjournment proposal, whether or not a quorum is present.

Why is my vote important?

If you do not vote, it will be more difficult for Busey or CrossFirst to obtain the necessary quorum to hold its special meeting and to obtain the stockholder approval that each of its board of directors is recommending and seeking. The Busey merger proposal must be approved by the affirmative vote of a majority of the voting power of the outstanding shares of Busey common stock entitled to vote on the Busey merger proposal. The CrossFirst merger proposal must be approved by the affirmative vote of the holders of a majority of the outstanding shares of CrossFirst common stock entitled to vote on the CrossFirst merger proposal. Your failure to submit a proxy or vote virtually at your respective special meeting, or failure to instruct your bank, broker, trustee or other nominee how to vote, will prevent your shares of Busey common stock or CrossFirst common stock from being counted towards the quorum for the Busey special meeting or CrossFirst special meeting, as applicable.

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The Busey board of directors unanimously recommends that you vote “FOR” the Busey merger proposal, “FOR” the Busey articles amendment proposal, “FOR” the Busey compensation proposal and “FOR” the Busey adjournment proposal to be considered at the Busey special meeting. The CrossFirst board of directors unanimously recommends that you vote “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal to be considered at the CrossFirst special meeting.

How do I vote shares of Busey common stock that I hold in an account under the First Busey Corporation Profit Sharing Plan and Trust or Employee Stock Purchase Plan?

If you hold shares of Busey common stock in the First Busey Corporation Profit Sharing Plan and Trust or in the Employee Stock Purchase Plan, then you will receive a proxy card for the shares held in your First Busey Corporation Profit Sharing Plan and Trust account or Employee Stock Purchase Plan account, as applicable, and you can vote by following the instructions included with the proxy card.

What will happen if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Busey common stock represented by your proxy will be voted as recommended by the Busey board of directors with respect to such proposals, or the shares of CrossFirst common stock represented by your proxy will be voted as recommended by the CrossFirst board of directors with respect to such proposals, as the case may be.

Can I change my vote after I have delivered my proxy or voting instruction card?

If you directly hold shares of Busey common stock or CrossFirst common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

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submitting a written statement that you would like to revoke your proxy to the corporate secretary of Busey or CrossFirst, as applicable, that is received by the corporate secretary prior to the start of the Busey special meeting or CrossFirst special meeting, as applicable;

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signing and returning a proxy card with a later date;

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attending the special meeting virtually, notifying the corporate secretary and voting by ballot at the special meeting; or

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voting by telephone or the internet at a later time.

If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope and must be received in accordance with the instructions on the proxy card. If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m. Eastern Time, on December 19, 2024, the day before the Busey and CrossFirst special meetings. For shares held in the First Busey Corporation Profit Sharing Plan and Trust or in the Employee Stock Purchase Plan, proxy submission is available through 11:59 p.m., Eastern Time, on December 17, 2024.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

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contacting your bank, broker, trustee or other nominee; or

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attending the special meeting virtually and voting your shares by ballot if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee.

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Will Busey be required to submit the Busey merger proposal to its stockholders even if the Busey board of directors has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the Busey special meeting, Busey is required to submit the Busey merger proposal to its stockholders even if the Busey board of directors has withdrawn, modified or qualified its recommendation.

Will CrossFirst be required to submit the CrossFirst merger proposal to its stockholders even if the CrossFirst board of directors has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the CrossFirst special meeting, CrossFirst is required to submit the CrossFirst merger proposal to its stockholders even if the CrossFirst board of directors has withdrawn, modified or qualified its recommendation.

Are Busey stockholders entitled to appraisal rights?

No. Busey stockholders are not entitled to appraisal rights under the Nevada Corporations Act (“NCA”). For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 115.

Are holders of CrossFirst common stock entitled to appraisal rights?

No. Holders of CrossFirst common stock are not entitled to appraisal rights under the applicable provisions of the KGCC. For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 115.

Are holders of CrossFirst preferred stock entitled to appraisal rights?

Yes. Holders of record of CrossFirst preferred stock are entitled to appraisal rights for the fair value of such shares, if the merger is completed, but only if they comply with the procedures prescribed by the applicable requirements of KGCC § 17-6712 et seq. These procedures are summarized in the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 115. Holders of CrossFirst preferred stock who desire to exercise appraisal rights pursuant to KGCC § 17-6712 et seq. are urged to consult a legal advisor before electing or attempting to exercise these rights. A copy of KGCC § 17-6712 et seq. is attached as Annex F to this joint proxy statement/prospectus.

Holders of CrossFirst preferred stock should be aware that cash paid to holders of CrossFirst preferred stock in satisfaction of the fair value of their shares of CrossFirst preferred stock will result in the recognition of any gain or loss on the exchange in an amount equal to the difference between the cash received and that shareholder’s tax basis in the shares of CrossFirst preferred stock exchanged therefor.

Are there any risks that I should consider in deciding whether to vote for the approval of the Busey merger proposal, the CrossFirst merger proposal, or the other proposals to be considered at the Busey special meeting and the CrossFirst special meeting, respectively?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 31. You also should read and carefully consider the risk factors of Busey and CrossFirst contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

What are the material U.S. federal income tax consequences of the merger to CrossFirst stockholders and holders of CrossFirst preferred stock?

The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that each of Busey and CrossFirst receives a legal opinion to the effect that the merger will so qualify. Accordingly, holders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of

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CrossFirst common stock for Busey common stock or the exchange of CrossFirst preferred stock for new Busey preferred stock, as applicable, in the merger, except with respect to any cash received by CrossFirst stockholders in lieu of fractional shares of Busey common stock. However, if Busey elects to cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time, then a holder of CrossFirst preferred stock will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that holder’s tax basis in the shares of CrossFirst preferred stock exchanged therefor. You should be aware that the tax consequences to you of the merger may depend upon your individual situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 137.

When is the merger expected to be completed?

Neither Busey nor CrossFirst can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. CrossFirst must first obtain the approval of CrossFirst stockholders for the CrossFirst merger proposal, and Busey must obtain the approval of Busey stockholders for the Busey merger proposal. Busey and CrossFirst must also obtain requisite regulatory approvals and satisfy certain other closing conditions. Busey and CrossFirst expect the merger to be completed promptly once Busey and CrossFirst have obtained their respective stockholders’ approvals noted above, have obtained requisite regulatory approvals and have satisfied certain other closing conditions.

What are the conditions to complete the merger?

The obligations of Busey and CrossFirst to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of requisite regulatory approvals and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, the receipt of certain tax opinions, approval by Busey stockholders of the Busey merger proposal and approval by CrossFirst stockholders of the CrossFirst merger proposal, authorization for listing on Nasdaq the shares of Busey common stock to be issued in the merger, the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, the absence of legal restraint prohibiting the merger, the accuracy of the representations and warranties made in the merger agreement subject to certain materiality qualifications and the absence of any material adverse effect with respect to Busey or CrossFirst. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 133.

What happens if the merger is not completed?

If the merger is not completed, CrossFirst stockholders and holders of CrossFirst preferred stock will not receive any consideration for their shares of CrossFirst common stock in connection with the merger. Instead, CrossFirst will remain an independent public company and CrossFirst common stock will continue to be listed and traded on Nasdaq. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $36.7 million will be payable by either Busey or CrossFirst, as applicable. See “The Merger Agreement — Termination Fee” beginning on page 135 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

What happens if I sell my shares after the applicable record date but before my company’s special meeting?

Each of the Busey and CrossFirst record date is earlier than the date of the Busey special meeting and the CrossFirst special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Busey common stock or CrossFirst common stock, as applicable, after the applicable record date but before the date of the applicable

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special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to the CrossFirst common stock, you will not have the right to receive the merger consideration to be received by CrossFirst stockholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of CrossFirst common stock through the completion of the merger.

Should I send in my stock certificates now?

No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent designated by Busey and mutually acceptable to CrossFirst (the “exchange agent”) will send you instructions for exchanging CrossFirst stock certificates for the consideration to be received in the merger. See “The Merger Agreement — Exchange of Shares” beginning on page 121.

What should I do if I receive more than one (1) set of voting materials for the same special meeting?

If you are a beneficial owner and hold shares of Busey common stock or CrossFirst common stock in “street name” and also are a record holder and hold shares directly in your name or otherwise or if you hold shares of Busey common stock or CrossFirst common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or the internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Busey common stock or CrossFirst common stock are voted.

Beneficial Owners. For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.

Who can help answer my questions?

Busey stockholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact First Busey Corporation, 100 W. University Ave., Champaign, Illinois 61820-3910, Attention: Corporate Secretary telephone (217) 365-4630.

CrossFirst stockholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact CrossFirst’s proxy solicitor, Georgeson LLC, by calling toll-free at (877) 351-4265.

Where can I find more information about Busey and CrossFirst?

You can find more information about Busey and CrossFirst from the various sources described under “Where You Can Find More Information” beginning on page 178.

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two (2) or more stockholders reside, unless contrary instructions have been received, but only if the applicable stockholders provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Busey common stock and CrossFirst common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding Busey common stock or CrossFirst common stock, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this joint proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this joint proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household and thereby receive multiple copies.

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SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the Busey and CrossFirst special meetings. In addition, we incorporate by reference important business and financial information about Busey and CrossFirst into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus.

Information about the Companies (page 55)

Busey

Busey is a Nevada corporation organized in 1980, a public company listed on Nasdaq (common stock symbol “BUSE”) and a bank holding company that has elected to become a financial holding company. Busey provides diversified financial services, primarily through its principal subsidiary, Busey Bank, an Illinois-chartered commercial bank organized in 1868 with its headquarters in Champaign, Illinois.

Busey conducts the business of banking and provides related banking services, asset management, brokerage and fiduciary services through Busey Bank and provides payment technology solutions through FirsTech, Inc., a wholly owned subsidiary of Busey Bank.

Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities to conveniently serve its customers’ needs. Commercial services include commercial, commercial real estate and real estate construction loans, as well as commercial depository services such as cash management. Retail banking services include residential real estate, home equity lines of credit, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through its banking centers, automated teller machines, and technology-based networks. Busey Bank also provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations through its wealth management business. 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.

As of September 30, 2024 and for the preceding nine (9) months, as applicable, Busey had total consolidated assets of approximately $12.0 billion, net interest income after provision for credit losses of approximately $233.4 million, total noninterest income of approximately $104.8 million, net income of approximately $85.6 million, a common equity tier 1 capital ratio of 13.8%, a tier 1 capital ratio of 14.7%, a total capital ratio of 18.2%, a tier 1 leverage ratio of 11.0% and stockholders’ equity of approximately $1.4 billion.

Busey has its main office at 100 W. University Ave., Champaign, Illinois 61820. Its telephone number is (217) 365-4630.

CrossFirst

CrossFirst Bankshares, Inc., a Kansas corporation and registered bank holding company, is the holding company for CrossFirst Bank. CrossFirst Bank was established as a Kansas state-chartered bank in 2007 and is a full-service financial institution that offers products and services to businesses, professionals, individuals, and families. CrossFirst Bank, headquartered in Leawood, Kansas, has locations in Kansas, Missouri, Oklahoma, Texas, Arizona, Colorado, and New Mexico.

CrossFirst Bank was organized by a group of financial executives and prominent business leaders with a shared vision to couple highly experienced people with technology to offer unprecedented levels of personal service to clients.

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CrossFirst’s common stock is traded on Nasdaq under the symbol “CFB.” The principal executive offices of CrossFirst are located at 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211, and its telephone number is (913) 901-4516.

The Merger and the Merger Agreement (pages 56 and 118)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time, CrossFirst will merge with and into Busey, with Busey as the surviving corporation in the merger. The merger agreement further provides that at a date and time following the merger as determined by Busey, the bank merger will occur in which CrossFirst Bank will merge with and into Busey Bank, with Busey Bank as the surviving bank. Following the merger, CrossFirst common stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (page 119)

Each share of CrossFirst common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Busey or CrossFirst, will be converted into the right to receive 0.6675 of a share of Busey common stock. CrossFirst stockholders who would otherwise be entitled to a fraction of a share of Busey common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Busey closing share value.

Busey common stock is listed on Nasdaq under the symbol “BUSE,” and CrossFirst common stock is listed on Nasdaq under the symbol “CFB.” The following table shows the closing sale prices of Busey common stock and CrossFirst common stock as reported on Nasdaq on August 26, 2024, the last trading day before the public announcement of the merger agreement, and on November 12, 2024, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of CrossFirst common stock, which was calculated by multiplying the closing price of Busey common stock on those dates by the exchange ratio of 0.6675.

	Busey Common Stock			CrossFirst Common Stock			Implied Value of One Share of CrossFirst Common Stock
August 26, 2024		$	27.39		$	18.33		$	18.28
November 12, 2024		$	27.15		$	17.59		$	18.12

For more information on the exchange ratio, see the section entitled “The Merger — Terms of the Merger” beginning on page 56 and “The Merger Agreement — Merger Consideration” beginning on page 119.

Treatment of Busey Equity Awards (page 119)

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For more information, see “The Merger Agreement — Treatment of Busey Equity Awards” beginning on page 119.

Treatment of CrossFirst Equity Awards (page 120)

The merger agreement also provides that, except as otherwise agreed between CrossFirst and Busey, at the effective time, each outstanding CrossFirst time-based restricted stock unit award will be converted into a restricted stock unit in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst time-based restricted stock unit awards prior to the effective time, and each performance-based restricted stock unit award will be converted into a time-based restricted stock unit award in respect of Busey common stock based on the exchange ratio, subject to the same terms and conditions as were applicable to the CrossFirst performance-based restricted stock unit award prior to the effective time, assuming the achievement of the applicable performance goals at (i) target performance if the closing of the merger occurs in the first half of the relevant performance period or (ii) actual performance if the closing of the merger occurs in the second half of the relevant performance period.

Material U.S. Federal Income Tax Consequences of the Merger (page 137)

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of Busey and CrossFirst to complete the merger that each of Busey and CrossFirst receives a legal opinion to that effect. Accordingly, assuming the receipt and accuracy of these opinions, a holder who receives solely shares of Busey common stock (or receives Busey common stock and cash solely in lieu of a fractional share) or new Busey preferred stock, as applicable, in exchange for shares of CrossFirst common stock or CrossFirst preferred stock, as applicable, in the merger generally will not recognize any gain or loss upon the merger, except with respect to any cash received by such holders in lieu of fractional shares of Busey common stock. However, if Busey elects to cause the CrossFirst preferred stock to be converted in the merger at the effective time into the right to receive an amount of cash equal to the liquidation preference thereof, plus the amount of any accrued and unpaid dividends thereon through the effective time, then a holder of CrossFirst preferred stock will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that holder’s tax basis in the shares of CrossFirst preferred stock exchanged therefor. You should be aware that the tax consequences of the merger may depend upon your individual situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your tax advisor for a full understanding of the tax consequences to you of the merger.

For more detailed information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 137.

The United States federal income tax consequences described above may not apply to all CrossFirst stockholders and holders of CrossFirst preferred stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

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Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors (page 67)

After careful consideration, the Busey board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement were in the best interests of Busey and its stockholders and (ii) adopted the merger agreement and the transactions contemplated by the merger agreement (including the merger and the issuance of Busey common stock pursuant to the merger agreement, the bank merger and the Busey articles amendment). Accordingly, the Busey board of directors unanimously recommends that Busey stockholders vote “FOR” the Busey merger proposal, “FOR” the Busey articles amendment proposal, “FOR” the Busey compensation proposal and “FOR” the Busey adjournment proposal. For a more detailed discussion of the Busey board of directors’ recommendation, see “The Merger — Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors” beginning on page 67.

Opinion of Busey’s Financial Advisor (page 71)

At the August 26, 2024 meeting of the Busey board of directors, representatives of Raymond James & Associates, Inc. (“Raymond James”) rendered Raymond James’s oral opinion, which was subsequently confirmed by delivery of a written opinion to the Busey board of directors dated August 26, 2024, that, as of such date, the exchange ratio to be paid by Busey in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement was fair, from a financial point of view, to Busey.

The full text of the written opinion of Raymond James, dated August 26, 2024, which sets forth, among other things, the various procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of the review undertaken, is attached as Annex D to this document. Raymond James provided its opinion for the information and assistance of the Busey board of directors (solely in its capacity as such) in connection with, and for the purposes of, the Busey board of directors’ consideration of the merger, and Raymond James’s opinion addresses only whether the exchange ratio to be paid by Busey in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement was fair to Busey, from a financial point of view, as of August 26, 2024. The opinion of Raymond James did not address any other term or aspect of the merger agreement, or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Busey board of directors, or to any Busey or CrossFirst stockholder, as to how the Busey board of directors, such stockholder or any other person should act with respect to the merger or any other matter.

For more information, see “The Merger — Opinion of Busey’s Financial Advisor,” beginning on page 71, and Annex D.

CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors (page 79)

After careful consideration, the CrossFirst board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of CrossFirst and its stockholders, (ii) approved and adopted the merger agreement and (iii) recommended the approval by CrossFirst stockholders of the CrossFirst merger proposal and the CrossFirst adjournment proposal. Accordingly, the CrossFirst board of directors unanimously recommends that CrossFirst stockholders vote “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal. For a more detailed discussion of the CrossFirst board of directors’ recommendation, see “The Merger — CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors” beginning on page 79.

Opinion of CrossFirst’s Financial Advisor (page 83)

In connection with the merger, CrossFirst’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated August 26, 2024, to the CrossFirst board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of CrossFirst common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures

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followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex E to this document. The opinion was for the information of, and was directed to, the CrossFirst board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of CrossFirst to engage in the merger or enter into the merger agreement or constitute a recommendation to the CrossFirst board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CrossFirst common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.

For more information, see “The Merger — Opinion of CrossFirst’s Financial Advisor,” beginning on page 83, and Annex E.

Interests of Certain Busey Directors and Executive Officers in the Merger (page 98)

In considering the recommendation of Busey’s board of directors with respect to the merger, Busey’s stockholders should be aware that the directors and executive officers of Busey have certain interests in the merger that may be different from, or in addition to, the interests of Busey’s stockholders generally. These interests include, among others, the following:

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Each Busey equity award outstanding as of the effective time will generally remain outstanding and subject to the same terms and conditions as applied immediately prior to the effective time;

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Each Busey performance-based restricted stock unit outstanding as of the effective time will be deemed earned with the achievement of the applicable performance goals based on actual performance through the latest practicable date prior to the effective time and will otherwise remain subject to the same terms and conditions (including service-based vesting terms) as applied to the Busey performance-based restricted stock unit awards immediately prior to the effective time;

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

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Each Busey equity award outstanding as of the effective time will be subject to double-trigger vesting upon a termination without cause within twelve (12) months following the effective time;

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Busey entered into a letter agreement with Van A. Dukeman, Chairman and Chief Executive Officer of Busey, that will be effective at the closing of the merger, which provides for a cash retention payment that will be payable on the one (1)-year anniversary of the effective time in lieu of the cash severance that would have been payable to Mr. Dukeman upon a qualifying termination under Mr. Dukeman’s employment agreement;

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Busey may deem a change in control to have occurred for purposes of the Busey executive employment agreements, resulting in enhanced severance benefits for the executive officers in the event of a termination without cause or resignation for good reason, in each case, upon or within one (1) year following the effective time; and

•

At the effective time, certain Busey directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company. See “The Merger — Governance of Busey After the Merger” beginning on page 110.

Busey’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Busey’s stockholders vote to approve the Busey merger proposal. For more information, see “The Merger — Background of the Merger” beginning on page 56 and “The Merger — Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors” beginning on page 67. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger — Interests of Certain Busey Directors and Executive Officers in the Merger” beginning on page 98.

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Interests of Certain CrossFirst Directors and Executive Officers in the Merger (page 103)

In considering the recommendation of CrossFirst’s board of directors with respect to the merger, CrossFirst’s stockholders should be aware that the directors and executive officers of CrossFirst have certain interests in the merger that may be different from, or in addition to, the interests of CrossFirst’s stockholders generally. These interests include, among others, the following:

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Each CrossFirst restricted stock award outstanding as of the effective time and held by a non-employee director will be converted into a number of shares of Busey common stock equal to the number of shares of CrossFirst restricted stock held by such non-employee director multiplied by the exchange ratio;

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Each deferred share of CrossFirst common stock that is credited to each non-employee director participant’s account under the CrossFirst deferred fee plan as of immediately prior to the effective time will be converted into the right to receive a number of shares of Busey common stock equal to the number of deferred shares of CrossFirst common stock credited to such non-employee director multiplied by the exchange ratio;

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Each CrossFirst restricted stock unit that is outstanding, unvested and unsettled immediately prior to the effective time will be assumed and converted into a number of Busey restricted stock units equal to the product of the number of CrossFirst restricted stock units subject to such CrossFirst restricted stock unit immediately prior to the effective time, multiplied by the exchange ratio and will otherwise continue to be governed by the same terms and conditions as were applicable to the CrossFirst restricted stock unit immediately prior to the effective time;

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Each CrossFirst performance stock unit under the CrossFirst stock plan that is outstanding, unvested and unsettled immediately prior to the effective time will be assumed and converted into a number of Busey restricted stock units equal to the product of the number of CrossFirst performance stock units subject to such CrossFirst performance stock unit award immediately prior to the effective time, with performance deemed earned based on (i) target performance if the closing of the merger occurs in the first half of the relevant performance period, or (ii) actual performance if the closing of the merger occurs in the second half of the relevant performance period, multiplied by the exchange ratio, and will otherwise continue to be governed by the same terms and conditions as were applicable to the CrossFirst performance stock unit immediately prior to the effective time;

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Each CrossFirst stock appreciation right that is outstanding and unsettled immediately prior to the effective time, whether vested or unvested, will be assumed and converted into a stock appreciation right in respect of Busey common stock relating to the number of shares of Busey common stock equal to the product of (i) the number of shares of CrossFirst common stock subject to such CrossFirst stock appreciation right immediately prior to the effective time, multiplied by (ii) the exchange ratio, and at an exercise price per share equal to (A) the exercise price per share of the CrossFirst stock appreciation right immediately prior to the effective time, divided by (B) the exchange ratio and will otherwise be subject to the same terms and conditions as were applicable to the CrossFirst stock appreciation right immediately prior to the effective time;

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Busey entered into a letter agreement with Michael J. Maddox, President and Chief Executive Officer of CrossFirst, that will be effective at the closing of the merger, which provides for a cash retention payment that will be payable in equal annual installments on each of the three (3) anniversaries of the effective time in lieu of the cash severance that would have been payable to Mr. Maddox in the event of a qualifying termination under Mr. Maddox’s employment agreement and the CrossFirst Senior Executive Severance Plan;

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The existing CrossFirst Senior Executive Severance Plan provides that in the event any of the CrossFirst executive officers (other than Mr. Maddox) is terminated without cause or resigns upon a constructive termination, in each case, upon or within one (1) year following a change in control, such executive officer will be entitled to enhanced cash severance payments; and

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At the effective time, certain CrossFirst directors and executive officers will continue to serve as directors or executive officers, as applicable, of Busey. See “The Merger — Interests of Certain

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CrossFirst Directors and Executive Officers in the Merger — Membership on the Board of Directors of Busey and Busey Bank” beginning on page 107.

For a more complete description of these interests, see “The Merger — Interests of Certain CrossFirst Directors and Executive Officers in the Merger” beginning on page 103.

Governance of Busey After the Merger (page 110)

The merger agreement provides for an amendment to the Busey bylaws, which will be made in connection with the merger (the “Busey bylaw amendment”) and will be effective until the later of (i) the three (3)-year anniversary of the effective time and (ii) the two (2)-year anniversary of the date of the bank merger (the “specified period”); and provides for certain arrangements related to the boards of directors of Busey and Busey Bank after the merger that are described below. These arrangements can be modified, amended or repealed by the Busey board of directors by the affirmative vote of at least seventy-five percent (75%) of the entire Busey board of directors. The Busey bylaw amendment is set forth in Exhibit B to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

During the specified period and in accordance with the merger agreement and the Busey bylaw amendment, the number of directors that will comprise the Busey board of directors will be thirteen (13), of which (i) eight (8) will be directors of Busey or Busey Bank immediately prior to the effective time (the “legacy Busey directors”), which will include Van A. Dukeman and such other directors as determined by Busey and (ii) five (5) will be directors of CrossFirst immediately prior to the effective time (the “legacy CrossFirst directors”), which will include Michael J. Maddox and Rodney K. Brenneman if he is the Chair of the CrossFirst board of directors immediately prior to the effective time, in which case he will be the Lead Independent Director of the Busey board of directors and such other directors as determined by CrossFirst. Notwithstanding the foregoing, by the affirmative vote of a majority of the Busey board of directors, the number of directors constituting the Busey board of directors may be increased to add additional directors in connection with a direct or indirect acquisition by Busey or in connection with a capital raising by Busey. The Busey bylaw amendment also provides that Mr. Brenneman will serve as the Lead Independent Director of the Busey board of directors for two (2) years following the effective time. During the specified period, pursuant to the Busey bylaw amendment, the composition of the board of directors of Busey Bank will be identical to that of the Busey board of directors.

During the specified period, if a legacy Busey director or a successor to a legacy Busey director leaves the Busey board of directors, the remaining legacy Busey directors may select the successor to such departing director. Similarly, during the specified period, if a legacy CrossFirst director or a successor to a legacy CrossFirst director leaves the Busey board of directors, the remaining legacy CrossFirst directors may select the successor to such departing director. The foregoing does not, however, apply to Mr. Maddox (i.e., if Mr. Maddox leaves the Busey board of directors, the entire Busey board of directors may fill his seat).

In accordance with the Busey bylaw amendment, during the specified period, the Busey board of directors will maintain the following standing committees: an Executive Management Compensation and Succession Committee, an Audit Committee, a Nominating and Corporate Governance Committee and an Enterprise Risk Committee. The Busey board of directors may by resolution (which will require the affirmative vote of a majority of the Busey board of directors) establish any committees not expressly contemplated by the Busey bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of the business of Busey and may prescribe the composition, duties and procedures of such committees.

During the specified period, each committee of the Busey board of directors will have at least one (1) legacy CrossFirst director, provided that, if any such committee has five (5) or more members, such committee will have at least two (2) legacy CrossFirst directors, and provided further, that each of the Nominating and Corporate Governance Committee and the Executive Management Compensation and Succession Committee will have at least five (5) members.

Management of Busey after the Merger

The merger agreement and Busey bylaw amendment provide that effective as of the effective time, (i) Van A. Dukeman will continue to serve as the Executive Chairman of the Busey board of directors and

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as the Chief Executive Officer of Busey, reporting to the Busey board of directors, and as the Executive Chairman of Busey Bank, reporting to the board of directors of Busey Bank, and (ii) Michael J. Maddox will serve as the Executive Vice Chairman of the Busey board of directors and as the President of Busey, reporting to the Chief Executive Officer of Busey, and as the Chief Executive Officer of Busey Bank, reporting to the Executive Chairman of the board of directors of Busey Bank. Effective as of the date immediately following the earlier of (i) the twelve (12)-month anniversary of the bank merger and (ii) the eighteen (18)-month anniversary of the effective time, (a) Mr. Dukeman will continue to serve as the Executive Chairman of the Busey board of directors, reporting to the Busey board of directors, and as the Executive Chairman of the board of directors of Busey Bank, reporting to the board of directors of Busey Bank, and (b) Mr. Maddox will serve as the Executive Vice Chairman of the Busey board of directors and as the Chief Executive Officer and President of Busey, reporting to the Busey board of directors, and as the Chief Executive Officer of Busey Bank, reporting to the board of directors of Busey Bank. If during the specified period Mr. Dukeman is no longer serving as the Chief Executive Officer of Busey for any reason prior to the time at which Mr. Maddox would otherwise become the Chief Executive Officer of Busey, Mr. Maddox will succeed Mr. Dukeman as Chief Executive Officer of Busey. Messrs. Dukeman and Maddox can only be removed from the leadership positions described above, have their reporting relationships modified or have their employment arrangements amended in a manner that is adverse to them with a majority vote of the entire Busey board of directors.

In addition, Busey and CrossFirst have announced certain additional members of the executive management of Busey upon the completion of the merger, all of whom are current executive officers of either Busey or CrossFirst, as set forth below:

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Jeffrey D. Jones, Chief Financial Officer (Busey)

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Amy L. Randolph, Chief Operating Officer (Busey)

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Monica L. Bowe, Chief Risk Officer (Busey)

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John J. Powers, General Counsel (Busey)

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W. Randall Rapp, President of Busey Bank (CrossFirst)

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Chip Jorstad, Chief Credit Officer, Busey Bank (Busey)

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Amy J. Fauss, Chief Information and Technology Officer (CrossFirst)

Name and Headquarters (page 111)

The merger agreement and the Busey bylaw amendment each provide that, following the effective time, the name of the surviving corporation and the surviving bank will be First Busey Corporation and Busey Bank, respectively; the headquarters of Busey will be located in or near Kansas City, Missouri; and the main office and legal headquarters of Busey Bank will remain in Champaign, Illinois.

Regulatory Approvals (page 111)

Subject to the terms of the merger agreement, Busey and CrossFirst have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals (as defined in “The Merger — Regulatory Approvals”), use their reasonable best efforts to make such filings within forty-five (45) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger, Busey Bank’s membership in the Federal Reserve System (the “Federal Reserve membership”) and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. The requisite regulatory approvals include, among others, the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) for the merger, the Federal Reserve membership and the bank merger, the approval of the Illinois Department of Financial and Professional Regulation (the “IDFPR”) for the bank merger and the approval of the Kansas Office of the State Bank Commissioner

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(the “KOSBC”) for the merger. The initial submission of these regulatory applications occurred on September 23, 2024. Busey Bank’s application for membership in the Federal Reserve System was approved on October 23, 2024.

Although neither Busey nor CrossFirst knows of any reason why it cannot obtain the requisite regulatory approvals in a timely manner, Busey and CrossFirst cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

Neither Busey nor CrossFirst can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. CrossFirst must first obtain the approval of CrossFirst stockholders for the CrossFirst merger proposal, and Busey must first obtain the approval of Busey stockholders for the Busey merger proposal. Busey and CrossFirst must also obtain necessary regulatory approvals and satisfy certain other closing conditions. Busey and CrossFirst expect the merger to be completed promptly once Busey and CrossFirst have obtained their respective stockholders’ approvals noted above, have obtained necessary regulatory approvals, and have satisfied the other closing conditions.

Conditions to Complete the Merger (page 133)

Busey’s and CrossFirst’s respective obligations to complete the merger are subject to the satisfaction or, where legally permissible, waiver, at or prior to the effective time, of the following conditions:

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the requisite Busey vote and the requisite CrossFirst vote having been obtained;

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the authorization for listing on Nasdaq, subject to official notice of issuance, of the Busey common stock to be issued in the merger;

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all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition. See “The Merger — Regulatory Approvals” beginning on page 111 for additional information regarding the “requisite regulatory approvals” and the “materially burdensome regulatory condition”;

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the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, and the absence of any stop order (or proceedings for such purpose initiated or threatened and not withdrawn);

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no order, injunction or decree by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement;

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the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect);

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the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect);

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receipt by each party of an opinion of legal counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

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No material adverse event having occurred with respect to the other party from the date of the merger agreement through the date of the closing of the merger.

Termination of the Merger Agreement (page 134)

The merger agreement can be terminated at any time prior to the consummation of the merger, whether before or after the receipt of the requisite Busey vote or the requisite CrossFirst vote, in the following circumstances:

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by mutual written consent of Busey and CrossFirst;

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by either Busey or CrossFirst if any governmental entity that must grant a requisite regulatory approval for the merger or the bank merger has denied such approval and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

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by either Busey or CrossFirst if the merger has not been completed on or before the date that is the fifteen (15)-month anniversary of the date of the merger agreement (the “termination date”), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

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by either Busey or CrossFirst (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of CrossFirst, in the case of a termination by Busey, or Busey, in the case of a termination by CrossFirst, which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within forty-five (45) days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

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by CrossFirst prior to such time as the requisite Busey vote is obtained, if (i) Busey or the Busey board of directors has made a recommendation change or (ii) Busey or the Busey board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to stockholder approval and the Busey board recommendation; or

•

by Busey prior to such time as the requisite CrossFirst vote is obtained, if (i) CrossFirst or the CrossFirst board of directors has made a recommendation change or (ii) CrossFirst or the CrossFirst board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to stockholder approval and the CrossFirst board recommendation.

Neither Busey nor CrossFirst is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Busey common stock or CrossFirst common stock.

Termination Fee (page 135)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of Busey’s or CrossFirst’s respective boards of directors, Busey or CrossFirst may be required to pay a termination fee to the other equal to $36.7 million.

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Accounting Treatment (page 111)

The merger will be accounted for as an acquisition of CrossFirst by Busey under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

The Rights of CrossFirst Stockholders Will Change as a Result of the Merger (page 160)

The rights of CrossFirst stockholders are governed by Kansas law, the CrossFirst articles and the CrossFirst bylaws. In the merger, CrossFirst stockholders will become Busey stockholders, and, at such time, their rights will be governed by Nevada law, the Busey articles, as may be amended by the Busey articles amendment, and the Busey bylaws, as amended by the Busey bylaws amendment. CrossFirst stockholders will have different rights once they become Busey stockholders due to differences between the CrossFirst governing documents and Kansas law, on the one hand, and the Busey governing documents and Nevada law, on the other hand.

These differences are described in more detail under the section entitled “Comparison of the Rights of Busey Stockholders and CrossFirst Stockholders” beginning on page 160.

Listing of Busey Common Stock; Delisting and Deregistration of CrossFirst Common Stock (page 114)

The shares of Busey common stock to be issued in the merger will be listed for trading on Nasdaq. Following the merger, shares of Busey common stock will continue to be traded on Nasdaq. In addition, following the merger, CrossFirst common stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded.

The Busey Special Meeting (page 39)

The Busey special meeting will be held virtually via the internet on December 20, 2024 at 9:00 A.M., Central Time. At the Busey special meeting, Busey stockholders will be asked to vote on the following matters:

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the Busey merger proposal;

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the Busey articles amendment proposal;

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the Busey compensation proposal; and

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the Busey adjournment proposal.

You may vote at the Busey special meeting if you owned shares of Busey common stock at the close of business on November 12, 2024.

The CrossFirst Special Meeting (page 48)

The CrossFirst special meeting will be held virtually via the internet on December 20, 2024 at 10:00 A.M., Central Time. At the CrossFirst special meeting, CrossFirst stockholders will be asked to vote on the following matters:

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the CrossFirst merger proposal;

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the CrossFirst compensation proposal; and

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the CrossFirst adjournment proposal.

You may vote at the CrossFirst special meeting if you owned shares of CrossFirst common stock at the close of business on November 12, 2024.

Appraisal or Dissenters’ Rights in the Merger (page 115)

Busey stockholders are not entitled to appraisal rights under the NCA, and CrossFirst stockholders are not entitled to appraisal rights under the KGCC.

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Holders of record of CrossFirst preferred stock who comply with the applicable requirements of KGCC § 17-6712 et seq. are entitled to dissenters’ rights for the fair value of such shares. In order for a holder of CrossFirst preferred stock to perfect such holder of CrossFirst preferred stock’s dissenters’ rights, such holder of CrossFirst preferred stock must carefully follow the procedure set forth in the applicable provisions of the KGCC.

A copy of KGCC § 17-6712 et seq. is attached as Annex F to this joint proxy statement/prospectus, and a summary of the provisions can be found under the section of this proxy statement/prospectus entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 115. Holders of CrossFirst preferred stock who desire to exercise appraisal rights pursuant to KGCC § 17-6712 et seq. are urged to consult a legal advisor before electing or attempting to exercise these rights.

Risk Factors (page 31)

In evaluating the merger agreement, the merger or the issuance of shares of Busey common stock, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 31.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Exchange Act, with respect to Busey’s and CrossFirst’s beliefs, goals, intentions and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “position,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forward-looking statements speak only as of the date they are made; Busey and CrossFirst do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Busey and CrossFirst. Such statements are based upon the current beliefs and expectations of the management of Busey and CrossFirst and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Busey or CrossFirst; the possibility that the proposed transaction will not close when expected or at all because required regulatory, stockholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Busey and CrossFirst to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all and to successfully integrate CrossFirst’s operations and those of Busey; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Busey’s and CrossFirst’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Busey’s issuance of additional shares of its capital stock in connection with the proposed transaction; the effects of the announcement, pendency or completion of the proposed transaction on the ability of Busey and CrossFirst to retain customers and to retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; changes in interest rates and prepayment rates of Busey’s or CrossFirst’s assets; fluctuations in the value of securities held in Busey’s or CrossFirst’s securities portfolio; concentrations within Busey’s or CrossFirst’s loan portfolio (including

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commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; the level of non-performing assets on Busey’s or CrossFirst’s balance sheets; the strength of the local, state, national, and international economy; risks related to the potential impact of general economic, political and market factors or of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, or droughts on the companies or the proposed transaction; the economic impact of any future terrorist threats or attacks, widespread disease or pandemics or other adverse external events that could cause economic deterioration or instability in credit markets; changes in state and federal laws, regulations, and governmental policies concerning Busey’s or CrossFirst’s general business; changes in accounting policies and practices; increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; breaches or failures of information security controls or cybersecurity-related incidents; changes in technology and the ability to develop and maintain secure and reliable electronic systems; the loss of key executives or associates; changes in consumer spending; unexpected outcomes of existing or new litigation, investigations, or inquiries involving Busey (including with respect to Busey’s Illinois franchise taxes) or CrossFirst; other factors that may affect future results of Busey and CrossFirst; and the other factors discussed in the “Risk Factors” section of each of Busey’s and CrossFirst’s Annual Report on Form 10-K for the year ended December 31, 2023, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Busey’s and CrossFirst’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, and other reports Busey and CrossFirst file with the SEC.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Busey and CrossFirst have filed with the SEC as described under “Where You Can Find More Information” beginning on page 178.

Busey and CrossFirst expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29, Busey stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Busey merger proposal, and CrossFirst stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the CrossFirst merger proposal.

Risks Relating to the Consummation of the Merger and Busey Following the Merger

Because the market price of Busey common stock may fluctuate, CrossFirst stockholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of CrossFirst common stock issued and outstanding immediately prior to the effective time, except for shares of CrossFirst common stock owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (in each case, other than shares of CrossFirst common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (ii) held, directly or indirectly, by CrossFirst or Busey in respect of debts previously contracted), will be converted into 0.6675 of a share of Busey common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Busey common stock or CrossFirst common stock. Changes in the price of Busey common stock between now and the time of the merger will affect the value that CrossFirst stockholders will receive in the merger. Neither Busey nor CrossFirst is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Busey common stock or CrossFirst common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Busey’s and CrossFirst’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of Busey, CrossFirst and other banking companies, and regulatory considerations and tax laws, many of which are beyond Busey’s and CrossFirst’s control. Therefore, at the time of the Busey special meeting and the CrossFirst special meeting, Busey stockholders and CrossFirst stockholders will not know the market value of the merger consideration that CrossFirst stockholders will receive at the effective time. You should obtain current market quotations for shares of Busey common stock (Nasdaq: BUSE) and for shares of CrossFirst common stock (Nasdaq: CFB).

The market price of Busey common stock after the merger may be affected by factors different from those currently affecting the shares of Busey common stock or CrossFirst common stock.

In the merger, CrossFirst stockholders will become Busey stockholders. Busey’s business differs from that of CrossFirst and certain adjustments may be made to Busey’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of Busey common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Busey and CrossFirst. For a discussion of the businesses of Busey and CrossFirst and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 178.

The opinion delivered by Raymond James to Busey’s board of directors and the opinion delivered by KBW to CrossFirst’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.

The opinion from Raymond James, Busey’s financial advisor, to Busey’s board of directors, was delivered on and dated August 26, 2024, and the opinion from KBW, CrossFirst’s financial advisor, to CrossFirst’s board of directors was delivered on and dated August 26, 2024. Changes in the operations and prospects of Busey or CrossFirst, general market and economic conditions and other factors which may be beyond the control of Busey and CrossFirst, and the market prices of Busey common stock and CrossFirst common stock may have altered the value of Busey or CrossFirst or the prices of shares of Busey common

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stock and shares of CrossFirst common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

Busey and CrossFirst are expected to incur substantial costs related to the merger and integration.

Busey and CrossFirst have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Busey or CrossFirst regardless of whether the merger is completed. See “The Merger Agreement — Expenses and Fees” beginning on page 136.

In addition, the combined company will incur integration costs following the completion of the merger as Busey and CrossFirst integrate their businesses, including facilities, and systems, consolidation costs and employment-related costs. Busey and CrossFirst may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Busey and CrossFirst have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Anticipated pre-tax transaction costs for both CrossFirst and Busey combined are currently estimated to be approximately $75.3 million.

Combining Busey and CrossFirst may be more difficult, costly or time consuming than expected, and may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated benefits from combining the businesses of Busey and CrossFirst. To realize the anticipated benefits from the merger, Busey must successfully integrate CrossFirst into its existing businesses and, in particular, integrate CrossFirst into its risk management framework, compliance systems and corporate culture, in a manner that permits the anticipated benefits to be realized and that does not materially disrupt existing customer relationships or result in decreased revenues due to the loss of customers. If Busey is not able to successfully achieve these objectives for any reason, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual benefits of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of Busey following the completion of the merger, which may adversely affect the value of the common stock of Busey following the completion of the merger.

Busey and CrossFirst have operated and, until the effective time, must continue to operate independently.

It is possible that the integration process could result in the loss of key CrossFirst employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect each company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Busey and CrossFirst during this transition period and on Busey for an undetermined period after the completion of the merger.

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Busey’s results following the merger may suffer if it does not effectively manage its expanded operations.

Following the merger, the size of the business of Busey will increase beyond its current size. Busey’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Busey may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that Busey will be successful or that it will realize the expected benefits currently anticipated from the merger.

Busey may be unable to retain Busey and/or CrossFirst personnel successfully after the merger is completed.

The success of the merger will depend in part on Busey’s ability to retain the talents and dedication of key employees currently employed by CrossFirst. It is possible that these employees may decide not to remain with CrossFirst while the merger is pending or with Busey after the merger. If Busey and CrossFirst are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Busey and CrossFirst could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, Busey’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause Busey’s business to suffer. Busey and CrossFirst also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger — Governance of Busey After the Merger” beginning on page 110.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Busey following the merger.

Before the merger and the bank merger may be completed, various approvals and consents must be obtained from the Federal Reserve Board, the IDFPR, the KOSBC and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals” beginning on page 111. Busey submitted applications to the Federal Reserve Board, the IDFPR and the KOSBC in connection with the proposed merger and the bank merger on or about September 23, 2024.

These approvals could be delayed or not obtained at all, including due to (i) an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; (ii) governmental, political or community group inquiries, investigations or opposition; or (iii) changes in legislation or the political environment generally. Additionally, over the past several years, mergers of banking organizations have encountered greater regulatory, governmental and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other required governmental clearances than in the past.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Busey’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Busey following the merger or otherwise reducing the anticipated benefits of the merger if the merger were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the receipt of the requisite regulatory approvals and the expiration of all statutory waiting periods without the imposition of any material burdensome regulatory condition. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

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In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither Busey nor CrossFirst, nor any of their respective subsidiaries, is permitted (without the written consent of the other party) to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities or regulatory agencies that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger. See “The Merger — Regulatory Approvals” beginning on page 111.

The unaudited pro forma combined financial information included in this joint proxy statement/prospectus is preliminary, and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of Busey after the merger may differ materially.

The unaudited pro forma combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Busey’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined financial information reflects adjustments, which are based upon preliminary estimates, to record the CrossFirst identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of CrossFirst as of the date of the completion of the merger. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Combined Financial Statements” beginning on page 140.

Certain of Busey’s and CrossFirst’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of Busey stockholders and CrossFirst stockholders.

Busey stockholders and CrossFirst stockholders should be aware that some of Busey’s and CrossFirst’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Busey stockholders and CrossFirst stockholders. These interests and arrangements may create potential conflicts of interest. The Busey and CrossFirst boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that, in the case of the Busey board of directors, Busey stockholders vote to approve the merger agreement, including the issuance of Busey common stock to CrossFirst stockholders pursuant to the merger agreement, and, in the case of the CrossFirst board of directors, CrossFirst stockholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger — Interests of Certain Busey Directors and Executive Officers in the Merger,” beginning on page 98 and “The Merger — Interests of Certain CrossFirst Directors and Executive Officers in the Merger” beginning on page 103.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by Busey stockholders of the Busey merger proposal and approval by CrossFirst stockholders of the CrossFirst merger proposal; (ii) authorization for listing on Nasdaq of the shares of Busey common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve Board, the IDFPR and the KOSBC; (iv) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the

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performance in all material respects by the other party of its obligations under the merger agreement, (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (d) the absence of any material adverse effect with respect to Busey or CrossFirst.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite stockholder approvals, or Busey or CrossFirst may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement — Termination of the Merger Agreement” beginning on page 134.

Failure to complete the merger could negatively impact Busey or CrossFirst.

If the merger is not completed for any reason, including as a result of Busey stockholders failing to approve the Busey merger proposal or CrossFirst stockholders failing to approve the CrossFirst merger proposal, there may be various adverse consequences, and Busey and/or CrossFirst may experience negative reactions from the financial markets and from their respective customers, employees and stockholders. For example, Busey’s or CrossFirst’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Busey common stock or CrossFirst common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. Busey and/or CrossFirst also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against Busey or CrossFirst to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either Busey or CrossFirst may be required to pay a termination fee of $36.7 million to the other party.

Additionally, each of Busey and CrossFirst has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, Busey and CrossFirst would have to pay these expenses without realizing the expected benefits of the merger.

In connection with the merger, Busey will assume CrossFirst’s outstanding debt obligations, and Busey’s level of indebtedness following the completion of the merger could adversely affect Busey’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

In connection with the merger, Busey will assume CrossFirst’s outstanding indebtedness. Busey’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for Busey’s creditors and Busey’s stockholders. For example, it could limit Busey’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, and could require a significant portion of cash flow from operations to be dedicated to the payment of principal and interest on Busey’s indebtedness, thereby reducing Busey’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities.

Busey and CrossFirst will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Busey and CrossFirst. These uncertainties may impair Busey’s or CrossFirst’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Busey or CrossFirst to seek to change existing business relationships with Busey or CrossFirst. In addition, subject to certain exceptions, Busey and CrossFirst have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Busey and/or CrossFirst from pursuing attractive business

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opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 123 for a description of the restrictive covenants applicable to Busey and CrossFirst.

The announcement of the proposed merger could disrupt Busey’s and CrossFirst’s relationships with their customers, suppliers, business partners and others, as well as their operating results and businesses generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on Busey’s and CrossFirst’s businesses include the following:

•

their employees may experience uncertainty about their future roles, which might adversely affect Busey’s and CrossFirst’s ability to retain and hire key personnel and other employees;

•

customers, suppliers, business partners and other parties with which Busey and CrossFirst maintain business relationships may experience uncertainty about their respective futures and seek alternative relationships with third parties, seek to alter their business relationships with Busey and CrossFirst or fail to extend an existing relationship with Busey and CrossFirst; and

•

Busey and CrossFirst have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed merger.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement limits Busey’s and CrossFirst’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Busey or CrossFirst.

The merger agreement contains “no shop” covenants that restrict each of Busey’s and CrossFirst’s ability to directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by Busey’s and CrossFirst’s respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $36.7 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Busey or CrossFirst from considering or proposing that acquisition. For more information, see “The Merger Agreement — Meetings; Recommendation of CrossFirst’s and Busey’s Boards of Directors” and “The Merger Agreement — Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” beginning on pages 131 and 132, respectively.

The shares of Busey common stock to be received by CrossFirst stockholders as a result of the merger will have different rights from the shares of CrossFirst common stock.

In the merger, CrossFirst stockholders will become Busey stockholders, and their rights as stockholders will be governed by Nevada law and the governing documents of the combined company following the merger. The rights associated with Busey common stock are different from the rights associated with CrossFirst common stock. See “Comparison of the Rights of Busey Stockholders and CrossFirst Stockholders” beginning on page 160 for a discussion of the different rights associated with Busey common stock.

Busey stockholders and CrossFirst stockholders will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.

Busey stockholders and CrossFirst stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Busey and CrossFirst, respectively. When the merger is completed, each Busey stockholder and each CrossFirst stockholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either Busey or CrossFirst individually, as applicable, prior to the consummation of the merger. Based on the number of shares of Busey common stock and CrossFirst common stock outstanding as of the close of business on the respective record dates, and based on the

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number of shares of Busey common stock expected to be issued in the merger, the former CrossFirst stockholders as a group are estimated to own approximately thirty-six and one-half percent (36.5%) of the fully diluted shares of the combined company immediately after the merger, and current Busey stockholders, as a group, are estimated to own approximately sixty-three and one half percent (63.5%) of the fully diluted shares of the combined company immediately after the merger. Because of this, CrossFirst stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of CrossFirst, and Busey stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Busey.

Issuance of shares of Busey common stock in connection with the merger may adversely affect the market price of Busey common stock.

In connection with the payment of the merger consideration, Busey expects to issue approximately 33.2 million shares of Busey common stock to CrossFirst stockholders. The issuance of these new shares of Busey common stock may result in fluctuations in the market price of Busey common stock, including a stock price decrease.

Certain Risks Associated with the Busey Articles Amendment

Busey is asking the Busey stockholders to approve an amendment to the Busey articles of incorporation to effect an increase in the number of authorized shares of Busey common stock from 100,000,000 to 200,000,000, to be effective only upon the completion of the merger. Because the Busey articles do not confer to its stockholders pre-emptive rights with respect to Busey common stock or Busey preferred stock, when the Busey board of directors elects to issue additional shares of Busey common stock in the future, existing stockholders would not have a preferential right to purchase these shares and could suffer substantial dilution. Stockholders would suffer dilution in the book value of their shares if the additional capital stock is sold at prices lower than the then current book value of shares of Busey common stock.

The proposed increase in the authorized number of shares of Busey common stock could have a number of effects on Busey stock depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares.

The issuance of additional shares of Busey common stock could reduce existing stockholders’ percentage ownership and voting power in Busey and, depending on the transaction in which they are issued, could affect the per share book value or other per share financial measures.

In addition, the issuance of additional shares to certain persons allied with Busey management could have the effect of making it more difficult to remove Busey’s current management, including the current board of directors, by diluting the stock ownership or voting rights of persons seeking to cause such removal. The increase could also have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one (1) or more transactions that could make a change in control or takeover of Busey more difficult. For example, additional shares could be issued by Busey so as to dilute the stock ownership or voting rights of persons seeking to obtain control of Busey, even if the persons seeking to obtain control offer an above-market premium that is favored by a majority of the independent stockholders. In the event of a hostile attempt to take control of Busey, it may be possible for the Busey board of directors to impede that attempt by issuing shares of Busey common stock, which would dilute the voting power for the other outstanding shares and increase the potential cost to acquire control of Busey. The Busey articles amendment therefore may have the effect of discouraging unsolicited takeover attempts, potentially limiting the opportunities of Busey stockholders to dispose of their shares at a premium, which may be offered in unsolicited takeover attempts or merger proposals. Busey has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Busey is not aware of any attempt, or contemplated attempt, to acquire control of Busey, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

Holders of Busey common stock and CrossFirst common stock will not have appraisal rights or dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the

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corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Section 92A.390 of the NCA, holders of Busey common stock will not be entitled to appraisal rights in connection with the merger. Under Section 17-6712(b)(1) of the KGCC, holders of CrossFirst common stock will not be entitled to appraisal rights in connection with the merger.

Stockholder or stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Busey and CrossFirst.

Stockholders of Busey and/or stockholders of CrossFirst may file lawsuits against Busey, CrossFirst and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Busey or CrossFirst defendants from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Busey and/or CrossFirst, including any cost associated with the indemnification of directors and officers of each company. Busey and CrossFirst may incur costs in connection with the defense or settlement of any stockholder or stockholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Busey and CrossFirst and could prevent or delay the completion of the merger.

Risks Relating to Busey’s Business

You should read and consider risk factors specific to Busey’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Busey’s Annual Report on Form 10-K for the year ended December 31, 2023, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Busey’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to CrossFirst’s Business

You should read and consider risk factors specific to CrossFirst’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of CrossFirst’s Annual Report on Form 10-K for the year ended December 31, 2023, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of CrossFirst’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE BUSEY SPECIAL MEETING

This section contains information for Busey stockholders about the special meeting that Busey has called to allow Busey stockholders to consider and vote on the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Busey special meeting, and a form of proxy card that the Busey board of directors is soliciting for use by Busey stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Busey special meeting will be held virtually via the internet on December 20, 2024 at 9:00 A.M., Central Time.

Matters to Be Considered

At the Busey special meeting, Busey stockholders will be asked to consider and vote upon the following proposals:

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the Busey merger proposal;

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the Busey articles amendment proposal;

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the Busey compensation proposal; and

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the Busey adjournment proposal.

Recommendation of Busey’s Board of Directors

The Busey board of directors recommends that you vote “FOR” the Busey merger proposal, “FOR” the Busey articles amendment proposal, “FOR” the Busey compensation proposal and “FOR” the Busey adjournment proposal. See “The Merger — Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors” beginning on page 67 for a more detailed discussion of the Busey board of directors’ recommendation.

Record Date and Quorum

The Busey board of directors has fixed the close of business on November 12, 2024 as the record date for the determination of Busey stockholders entitled to notice of and to vote at the Busey special meeting. As of the Busey record date, there were 56,878,232 shares of Busey common stock issued and outstanding.

A majority of the outstanding shares of Busey common stock that are entitled to vote as of the record date must be present at the Busey special meeting, either by attendance virtually via the Busey special meeting website or by proxy, in order to hold the Busey special meeting and conduct business. Shares are counted as present at the meeting if the stockholder either is present via the Busey special meeting website or has properly submitted a signed proxy card or other form of proxy. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote will not be included.

At the Busey special meeting, each share of Busey common stock is entitled to one (1) vote on all matters properly submitted to Busey stockholders.

As of the close of business on the Busey record date, Busey directors and executive officers and their affiliates owned and were entitled to vote approximately 3,346,322 shares of Busey common stock, representing 5.9% of the outstanding shares of Busey common stock. We currently expect that Busey’s directors and executive officers will vote their shares in favor of the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal, although none of them has entered into any agreements obligating them to do so.

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Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Busey special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present for purposes of determining a quorum or present and voting for any of the proposals at the Busey special meeting. If your bank, broker, trustee or other nominee holds your shares of Busey common stock in “street name,” such entity will vote your shares of Busey common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

Busey merger proposal:

Vote required: Approval of the Busey merger proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Busey common stock entitled to vote on the Busey merger proposal. Approval of the Busey merger proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a Busey stockholder is present at the Busey special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the Busey special meeting or fails to instruct its bank, broker, trustee or other nominee how to vote with respect to the Busey merger proposal (i.e. a broker non-vote), it will have the same effect as a vote “AGAINST” the Busey merger proposal.

Busey articles amendment proposal:

Vote required: Approval of the Busey articles amendment proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Busey common stock entitled to vote on the Busey articles amendment proposal. Approval of the Busey articles amendment proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a Busey stockholder is present at the Busey special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the Busey special meeting or fails to instruct its bank, broker, trustee or other nominee how to vote with respect to the Busey articles amendment proposal (i.e. a broker non-vote), it will have the same effect as a vote “AGAINST” the Busey articles amendment proposal.

Busey compensation proposal:

Vote required: Approval, on an advisory (non-binding) basis, of the Busey compensation proposal requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Busey special meeting and entitled to vote on the Busey compensation proposal. Approval of the Busey compensation proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a Busey stockholder is present at the Busey special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Busey compensation proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e. a broker non-vote), as applicable and as may be required, it will have no effect on such proposal.

Busey adjournment proposal:

Vote required: Approval of the Busey adjournment proposal requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Busey special meeting and

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entitled to vote on the Busey adjournment proposal, whether or not a quorum is present. Approval of the Busey adjournment proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a Busey stockholder is present at the Busey special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Busey adjournment proposal. If a Busey stockholder is not present at the Busey special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e. a broker non-vote), as applicable and as may be required, it will have no effect on such proposal.

Attending the Special Meeting

The Busey special meeting may be accessed via the Busey special meeting website, where Busey stockholders will be able to listen to the Busey special meeting, submit questions and vote online. You are entitled to attend the Busey special meeting via the Busey special meeting website only if you were a stockholder of record at the close of business on the record date (a “record holder”) or you held your Busey common stock beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the Busey special meeting.

If you are a record holder of Busey common stock, you will be able to attend the Busey special meeting online, submit questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/BUSE2024SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Busey special meeting online, submit questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/BUSE2024SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Busey special meeting to ensure you have access.

See “— Shares Held in Street Name” below for further information.

Stockholders will have substantially the same opportunities to participate in the virtual Busey special meeting as they would have at a physical, in-person meeting. Stockholders as of the record date will be able to attend, vote, examine the stockholder list, and submit questions during a portion of the meeting via the online platform. To ensure the Busey special meeting is conducted in a manner that is fair to all stockholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the Busey special meeting’s limited purpose.

Proxies

A holder of Busey common stock may vote by proxy or at the Busey special meeting via the Busey special meeting website. If you hold your shares of Busey common stock in your name as a record holder, to submit a proxy, you, as a holder of Busey common stock, may use one of the following methods:

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by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

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through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

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by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

Busey requests that Busey stockholders vote by telephone, via the internet or by completing and signing the accompanying proxy card and returning it to Busey as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Busey common stock represented by it will be voted at the Busey special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Busey merger proposal, “FOR” the Busey articles amendment proposal, “FOR” the Busey compensation proposal and “FOR” the Busey adjournment proposal.

If you are a beneficial owner, the holder should check the voting form used by your bank, broker, trustee or other nominee to determine whether the holder may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Busey special meeting virtually via the Busey special meeting website. Sending in your proxy card or voting by telephone or via the internet will not prevent you from voting your shares personally via the Busey special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Deadline to Vote by Proxy

If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope and must be received in accordance with the instructions on the proxy card. If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m. Eastern Time, on the day before the Busey special meeting, December 19, 2024. For shares held in the First Busey Corporation Profit Sharing Plan and Trust or in the Employee Stock Purchase Plan, proxy submission is available through 11:59 p.m., Eastern Time, on December 17, 2024.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of Busey common stock on behalf of their customers may not give a proxy to Busey to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Busey special meeting, including the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal.

Revocability of Proxies

If you directly hold shares of Busey common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at the Busey special meeting. You can do this by:

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submitting a written statement that you would like to revoke your proxy to the corporate secretary of Busey that is received by the corporate secretary prior to the start of the Busey special meeting;

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signing and returning a proxy card with a later date;

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attending the special meeting virtually, notifying the corporate secretary and voting at the special meeting; or

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voting by telephone or the internet at a later time.

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If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

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contacting your bank, broker, trustee or other nominee; or

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attending the special meeting virtually and voting your shares if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee.

Attendance virtually at the Busey special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Busey after the vote will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to: First Busey Corporation, 100 W. University Ave., Champaign, Illinois 61820-3910, Attention: Corporate Secretary. If the Busey special meeting is postponed or adjourned, it will not affect the ability of Busey stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Busey stockholders residing at the same address, unless such Busey stockholders have notified Busey of their desire to receive multiple copies of the joint proxy statement/prospectus.

Busey will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Busey stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to First Busey Corporation, 100 W. University Ave., Champaign, Illinois 61820-3910, Attention: Corporate Secretary, telephone (217) 365-4630.

Solicitation of Proxies

Busey and CrossFirst will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. Busey may request banks, brokers, trustees and other intermediaries holding shares of Busey common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Busey. No additional compensation will be paid to Busey’s directors, officers or employees for solicitation.

Other Matters to Come Before the Busey Special Meeting

Busey management knows of no other business to be presented at the Busey special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Busey board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Busey’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact First Busey Corporation, 100 W. University Ave., Champaign, Illinois 61820-3910, Attention: Corporate Secretary, telephone (217) 365-4630.

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BUSEY PROPOSALS

PROPOSAL 1: BUSEY MERGER PROPOSAL

Pursuant to the merger agreement, Busey is asking Busey stockholders to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a), which requires approval of the issuance of shares of Busey common stock in an amount that exceeds 20% of the currently outstanding shares of Busey common stock). Busey stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

Nasdaq Listing Rule 5635(a) requires a company listed on Nasdaq to obtain stockholder approval prior to the issuance of common stock (or other securities convertible into or exercisable for common stock) in connection with the acquisition of the stock or assets of another company if such securities are not issued in a public offering for cash, and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities, or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of such securities. If the merger is completed pursuant to the merger agreement, Busey expects to issue up to approximately 33.2 million shares of Busey common stock in connection with the merger based on the number of shares of CrossFirst common stock outstanding as of November 12, 2024, the record date for the CrossFirst special meeting. Accordingly, the potential issuance of Busey common stock in the merger will exceed the 20% threshold under the Nasdaq Listing Rules. Therefore, in order to ensure compliance with Nasdaq Listing Rule 5635(a), Busey must obtain the approval of the Busey stockholders for the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement. Approval of the Busey merger proposal will constitute the required approval of the issuance of Busey common stock required by Nasdaq Listing Rule 5635(a).

After careful consideration, the Busey board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Busey and its stockholders and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. See “The Merger — Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors” beginning on page 67 for a more detailed discussion of the Busey board of directors’ recommendation.

The approval of the Busey merger proposal by Busey stockholders is a condition to the completion of the merger.

The Busey board of directors unanimously recommends a vote “FOR” the Busey merger proposal.

PROPOSAL 2: BUSEY ARTICLES AMENDMENT PROPOSAL

Busey is asking the Busey stockholders to approve an amendment to the Busey articles of incorporation to effect an increase in the number of authorized shares of Busey common stock from 100,000,000 to 200,000,000, to be effective only upon the completion of the merger. The approval of the Busey articles amendment proposal is not a condition to the completion of the merger but will only be implemented if the merger is completed. A copy of the proposed articles of amendment to the Busey articles of incorporation is attached to this joint proxy statement/prospectus as Annex B. Busey stockholders should read the Busey articles amendment in its entirety.

Under the existing Busey articles, Busey is authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of the record date, November 12, 2024, 56,878,232 shares of common stock were issued and outstanding. 43,121,768 shares of common stock remain available for issuance.

Purpose and Effect of the Busey Articles Amendment

The Busey board of directors is recommending the proposed Busey articles amendment to increase the number of authorized shares of Busey common stock to give Busey the ability and flexibility to issue shares

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of Busey common stock after the merger for future corporate needs without the expense and delay associated with a special stockholders’ meeting, except where stockholder approval is required by applicable law, or as set forth below for any defensive or anti-takeover purpose. The Busey board of directors believes that additional authorized shares of Busey common stock would give Busey the necessary ability and flexibility to issue shares for various corporate purposes, including, but not limited to, capital-raising or financing transactions, potential strategic transactions, including mergers, acquisitions, and other business combinations; grants and awards under equity compensation plans; stock splits and dividends; and other general corporate purpose transactions.

As a general matter, Busey would be able to issue the additional authorized shares of Busey common stock in its discretion from time to time, subject to and as limited by the rules or listing requirements of Nasdaq or any other then-applicable securities exchange, and without further action or approval of Busey’s stockholders. The discretion of the Busey board of directors, however, would be subject to any other applicable rules and regulations in the case of any particular issuance or reservation for issuance that might require Busey’s stockholders to approve such transaction. After giving effect to the merger, it is expected that Busey will have approximately 90.1 million shares of Busey common stock issued and outstanding, leaving it with 9.9 million authorized shares of Busey common stock available for future issuance. By approving the Busey articles amendment, stockholders are voting to increase Busey’s authorized common stock effective upon the completion of the merger by an additional 100,000,000 shares of Busey common stock, for a total authorized capital stock of 201,000,000 shares.

As of the date of this joint proxy statement/prospectus, Busey has no immediate plans, proposals, understandings, agreements or commitments to issue the additional shares of Busey common stock (other than in connection with the merger as described in this joint proxy statement/prospectus) that Busey is seeking through the articles amendment for funding, acquisitions or any other purpose. However, Busey reviews and evaluates potential capital-raising activities, strategic transactions and other corporate actions on an ongoing basis to determine if such actions would be in the best interest of Busey and in the best interest of its stockholders.

Proposed amendment to Busey articles

If the proposed amendment is approved by Busey stockholders, Paragraph A of Article Fourth of the Busey articles will be amended to read as follows:

“A. Classes and Number of Shares. The total number of shares of all classes of stock the Corporation shall have authority to issue is 201,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows:

1. 200,000,000 shares of Common Stock, $0.001 par value per share.

2. 1,000,000 shares of Preferred Stock, $0.001 par value per share.”

If the Busey articles amendment proposal is approved, the Busey articles amendment will become effective upon the filing of an amendment to the Busey articles with the Secretary of State of the State of Nevada. The Busey articles amendment will become effective immediately prior to the effective time, subject to the completion of the merger. If the Busey articles amendment proposal is not approved, no amendment with respect to an increase in the number of authorized shares of common stock will be filed with the Secretary of State of the State of Nevada, and the proposal will not be implemented.

The approval of the Busey articles amendment proposal by Busey stockholders is not a condition to the completion of the merger.

No Dissenters’ Rights

No dissenters’ rights are available to any stockholder who dissents from the proposals to amend the articles of incorporation under the NCA or under the current Busey articles of incorporation.

The approval of the Busey articles amendment proposal by Busey stockholders is not a condition to the completion of the merger. The Busey articles amendment will become effective immediately prior to the effective time, subject to the completion of the merger.

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The Busey board of directors unanimously recommends a vote “FOR” the Busey articles amendment proposal.

PROPOSAL 3: BUSEY COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Busey is seeking a non-binding, advisory stockholder approval of the compensation of Busey’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger — Interests of Certain Busey Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to Busey’s Named Executive Officers in Connection with the Merger” beginning on page 101. The proposal gives Busey stockholders the opportunity to express their views on the merger-related compensation of Busey’s named executive officers.

Accordingly, Busey is asking Busey stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Busey named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of Certain Busey Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to Busey’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED.”

The advisory vote on the Busey compensation proposal is a vote separate and apart from the votes on the Busey merger proposal, the Busey articles amendment proposal and the Busey adjournment proposal. Accordingly, if you are a holder of Busey common stock, you may vote to approve the Busey merger proposal, the Busey articles amendment proposal and/or the Busey adjournment proposal and vote not to approve the Busey compensation proposal, and vice versa. The approval of the Busey compensation proposal by Busey stockholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to Busey’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Busey stockholders fail to approve the advisory vote regarding merger-related compensation.

The approval of the Busey compensation proposal by Busey stockholders is not a condition to the completion of the merger.

The Busey board of directors unanimously recommends a vote “FOR” the Busey compensation proposal.

PROPOSAL 4: BUSEY ADJOURNMENT PROPOSAL

The Busey special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Busey special meeting to approve the Busey merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Busey stockholders. If, at the Busey special meeting, the number of shares of Busey common stock present or represented and voting in favor of the Busey merger proposal is insufficient to approve the Busey merger proposal, Busey intends to move to adjourn the Busey special meeting in order to enable the Busey board of directors to solicit additional proxies for approval of the Busey merger proposal. In that event, Busey will ask Busey stockholders to vote upon the Busey adjournment proposal, but not the Busey merger proposal, the Busey articles amendment proposal or the Busey compensation proposal.

In this proposal, Busey is asking Busey stockholders to authorize the holder of any proxy solicited by the Busey board of directors, on a discretionary basis, (i) if there are not sufficient votes at the time of the Busey special meeting to approve the Busey merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Busey stockholders, to vote in favor of adjourning the Busey special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Busey stockholders who have previously voted. Pursuant to the Busey bylaws, the Busey special meeting may be adjourned without new notice being given, but if the date of any adjourned meeting is more than sixty (60) days after the

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date for which the Busey special meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

The approval of the Busey adjournment proposal by Busey stockholders is not a condition to the completion of the merger.

The Busey board of directors unanimously recommends a vote “FOR” the Busey adjournment proposal.

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THE CROSSFIRST SPECIAL MEETING

This section contains information for CrossFirst stockholders about the special meeting that CrossFirst has called to allow CrossFirst stockholders to consider and vote on the CrossFirst merger proposal, the CrossFirst compensation proposal and the CrossFirst adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the CrossFirst special meeting and a form of proxy card that the CrossFirst board of directors is soliciting for use by CrossFirst stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The CrossFirst special meeting will be held virtually via the internet on December 20, 2024 at 10:00 A.M., Central Time.

Matters to Be Considered

At the CrossFirst special meeting, CrossFirst stockholders will be asked to consider and vote upon the following proposals:

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the CrossFirst merger proposal;

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the CrossFirst compensation proposal; and

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the CrossFirst adjournment proposal.

Recommendation of CrossFirst’s Board of Directors

The CrossFirst board of directors recommends that you vote “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal. See “The Merger — CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors” beginning on page 79 for a more detailed discussion of the CrossFirst board of directors’ recommendation.

Record Date and Quorum

The CrossFirst board of directors has fixed the close of business on November 12, 2024 as the record date for the determination of CrossFirst stockholders entitled to notice of and to vote at the CrossFirst special meeting. As of the CrossFirst record date, there were 49,314,753 shares of CrossFirst common stock outstanding.

The presence at the CrossFirst special meeting, either by attendance virtually via the CrossFirst special meeting website or by proxy, of holders of a majority of the shares of CrossFirst common stock entitled to vote at the CrossFirst special meeting will constitute a quorum for the transaction of business at the CrossFirst special meeting. If you fail to submit a proxy prior to the special meeting or are not present at the CrossFirst special meeting virtually, your shares of CrossFirst common stock will not be counted towards a quorum. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum but not a broker non-vote or other failure to vote will not be included.

Under the CrossFirst bylaws, if a quorum is not present at the CrossFirst special meeting, the chairman of the CrossFirst special meeting or holders of a majority of the shares of CrossFirst common stock entitled to vote who are present (including virtually via the CrossFirst special meeting website) or represented by proxy at the CrossFirst special meeting may adjourn the CrossFirst special meeting.

At the CrossFirst special meeting, each share of CrossFirst common stock is entitled to one (1) vote on all matters properly submitted to CrossFirst stockholders. The holders of CrossFirst preferred stock are not entitled to vote at the CrossFirst special meeting.

As of the close of business on the CrossFirst record date, CrossFirst directors and executive officers and their affiliates owned and were entitled to vote approximately 4,200,611 million shares of CrossFirst common stock, representing 8.5 % of the outstanding shares of CrossFirst common stock.

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We currently expect that CrossFirst’s directors and executive officers will vote their shares in favor of the CrossFirst merger proposal, the CrossFirst compensation proposal and the CrossFirst adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the CrossFirst special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present for purposes of determining a quorum or present and voting for any of the proposals at the CrossFirst special meeting. If your bank, broker, trustee or other nominee holds your shares of CrossFirst common stock in “street name,” such entity will vote your shares of CrossFirst common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee.

Vote Required; Treatment of Abstentions and Failure to Vote

CrossFirst merger proposal:

Vote required: Approval of the CrossFirst merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CrossFirst common stock entitled to vote thereon. Approval of the CrossFirst merger proposal is a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, responds by proxy with an “ABSTAIN,” fails to submit a proxy or vote at the CrossFirst special meeting or fails to instruct his, her or its bank, broker, trustee or other nominee how to vote with respect to the CrossFirst merger proposal (i.e. a broker non-vote), it will have the same effect as a vote “AGAINST” the CrossFirst merger proposal.

CrossFirst compensation proposal:

Vote required: Approval, on an advisory (non-binding) basis, of the CrossFirst compensation proposal requires the affirmative vote of a majority of the votes properly cast for or against the CrossFirst compensation proposal at the CrossFirst special meeting. Approval of the CrossFirst compensation proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote: If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” is not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e. a broker non-vote), as applicable and as may be required, it will have no effect on such proposal.

CrossFirst adjournment proposal:

Vote required: If a quorum is present at the CrossFirst special meeting, approval of the CrossFirst adjournment proposal requires the affirmative vote of a majority of the votes properly cast for or against the CrossFirst adjournment proposal. In the absence of a quorum at the CrossFirst special meeting, approval of the CrossFirst adjournment proposal requires the affirmative vote of a majority of the shares of CrossFirst common stock entitled to vote on the CrossFirst adjournment proposal present virtually or by proxy at the CrossFirst special meeting. Approval of the CrossFirst adjournment proposal is not a condition to the completion of the merger.

Effect of abstentions and failure to vote:

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If a quorum is present at the CrossFirst special meeting. If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” is

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not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e. a broker non-vote), as applicable and as may be required, it will have no effect on the outcome of the CrossFirst adjournment proposal.

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In the absence of a quorum. If a CrossFirst stockholder is present at the CrossFirst special meeting and abstains from voting, or responds by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the CrossFirst adjournment proposal, and if a CrossFirst stockholder is not present at the CrossFirst special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions (i.e. a broker non-vote), as applicable and as may be required, it will have no effect on the CrossFirst adjournment proposal.

Attending the Special meeting

The CrossFirst special meeting may be accessed via the CrossFirst special meeting website, where CrossFirst stockholders will be able to listen to the CrossFirst special meeting, submit questions and vote online. You are entitled to attend the CrossFirst special meeting via the CrossFirst special meeting website only if you were a stockholder of record at the close of business on the record date (a “record holder”) or you held your CrossFirst common stock beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”).

If you are a record holder of CrossFirst common stock, you will be able to attend the CrossFirst special meeting online, submit questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/CFB2024SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the CrossFirst special meeting online, submit questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/CFB2024SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the CrossFirst special meeting to ensure you have access.

See “— Shares Held in Street Name” below for further information.

Stockholders will have substantially the same opportunities to participate in the virtual CrossFirst special meeting as they would have at a physical, in-person meeting. Stockholders as of the record date will be able to attend, vote, examine the stockholder list, and submit questions during a portion of the meeting via the online platform. To ensure the CrossFirst special meeting is conducted in a manner that is fair to all stockholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the CrossFirst special meeting.

Proxies

A holder of CrossFirst common stock may vote in advance by proxy or during the CrossFirst special meeting. If you hold your shares of CrossFirst common stock in your name as a record holder, to submit a proxy, you, as a holder of CrossFirst common stock, may use one of the following methods:

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by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

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through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

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by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

CrossFirst requests that CrossFirst stockholders vote by telephone, via the internet or by completing and signing the accompanying proxy card and returning it to CrossFirst as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of CrossFirst common stock represented by it will be voted at the CrossFirst special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the CrossFirst merger proposal, “FOR” the CrossFirst compensation proposal and “FOR” the CrossFirst adjournment proposal.

If you are a beneficial owner, you should check the voting form used by your bank, broker, trustee or other nominee to determine whether you may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the CrossFirst special meeting virtually. Sending in your proxy card or voting by telephone or via the internet will not prevent you from attending the meeting or voting your shares personally via the CrossFirst special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

Further, banks, brokers, trustees or other nominees who hold shares of CrossFirst common stock on behalf of their customers may not give a proxy to CrossFirst to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the CrossFirst special meeting, including the CrossFirst merger proposal, the CrossFirst compensation proposal and the CrossFirst adjournment proposal.

Revocability of Proxies

If you directly hold shares of CrossFirst common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at the meeting. You can do this by:

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submitting a written statement that you would like to revoke your proxy to the corporate secretary of CrossFirst that is received by the corporate secretary prior to the start of the CrossFirst special meeting;

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signing and returning a proxy card with a later date;

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attending the CrossFirst special meeting virtually and voting at the special meeting; or

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voting by telephone or the internet at a later time.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by

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contacting your bank, broker, trustee or other nominee; or

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attending the CrossFirst special meeting virtually and voting if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee.

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Attendance at the CrossFirst special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by CrossFirst after the voting polls are closed at the meeting will not affect the vote. Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to CrossFirst Bankshares, Inc., 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211. Attention: Corporate Secretary. If the CrossFirst special meeting is postponed or adjourned, it will not affect the ability of CrossFirst stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to CrossFirst stockholders residing at the same address, unless such CrossFirst stockholders have notified CrossFirst of their desire to receive multiple copies of the joint proxy statement/prospectus.

CrossFirst will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any CrossFirst stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to CrossFirst’s proxy solicitor, Georgeson LLC, by calling toll-free at (877) 351-4265.

Solicitation of Proxies

Busey and CrossFirst will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, CrossFirst has retained Georgeson LLC, and will pay them a fee of $15,000 plus reasonable expenses for these services. CrossFirst and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of CrossFirst common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of CrossFirst. No additional compensation will be paid to CrossFirst’s directors, officers or employees for solicitation.

You should not send in any CrossFirst stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to CrossFirst stockholders as soon as practicable after the completion of the merger.

Other Matters to Come Before the CrossFirst Special Meeting

CrossFirst management knows of no other business to be presented at the CrossFirst special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the CrossFirst board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding CrossFirst’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact the Corporate Secretary at CrossFirst Bankshares, Inc., 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211, (913) 901-4516, legal@crossfirst.com or CrossFirst’s proxy solicitor, Georgeson LLC, by calling toll-free at (877) 351-4265.

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CROSSFIRST PROPOSALS

PROPOSAL 1: CROSSFIRST MERGER PROPOSAL

Pursuant to the merger agreement, CrossFirst is asking CrossFirst stockholders to approve the merger agreement. CrossFirst stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the CrossFirst board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of CrossFirst and CrossFirst stockholders. See “The Merger — CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors” beginning on page 79 for a more detailed discussion of the CrossFirst board of directors’ recommendation.

The approval of the CrossFirst merger proposal by CrossFirst stockholders is a condition to the completion of the merger.

The CrossFirst board of directors unanimously recommends a vote “FOR” the CrossFirst merger proposal.

PROPOSAL 2: CROSSFIRST COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, CrossFirst is voluntarily seeking a non-binding, advisory stockholder approval of the compensation of CrossFirst’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger — Interests of Certain CrossFirst Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to CrossFirst’s Named Executive Officers in Connection with the Merger” beginning on page 107. The proposal gives CrossFirst stockholders the opportunity to express their views on the merger-related compensation of CrossFirst’s named executive officers.

Accordingly, CrossFirst is asking CrossFirst stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the CrossFirst named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of Certain CrossFirst Directors and Executive Officers in the Merger — Potential Payments and Benefits to CrossFirst’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED.”

The advisory vote on the CrossFirst compensation proposal is a vote separate and apart from the votes on the CrossFirst merger proposal and the CrossFirst adjournment proposal. The approval of the CrossFirst compensation proposal by CrossFirst stockholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to CrossFirst’s named executive officers to the extent payable in accordance with the terms of their compensation arrangements even if CrossFirst stockholders fail to approve the advisory vote regarding merger-related compensation.

The CrossFirst board of directors unanimously recommends a vote “FOR” the advisory CrossFirst compensation proposal.

PROPOSAL 3: CROSSFIRST ADJOURNMENT PROPOSAL

The CrossFirst special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the CrossFirst special meeting to approve the CrossFirst merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to CrossFirst stockholders.

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If, at the CrossFirst special meeting, the number of shares of CrossFirst common stock present or represented and voting in favor of the CrossFirst merger proposal is insufficient to approve the CrossFirst merger proposal, CrossFirst intends to move to adjourn the CrossFirst special meeting in order to enable the CrossFirst board of directors to solicit additional proxies for approval of the CrossFirst merger proposal. In that event, CrossFirst will ask CrossFirst stockholders to vote upon the CrossFirst adjournment proposal, but not the CrossFirst merger proposal or the CrossFirst compensation proposal.

In this proposal, CrossFirst is asking CrossFirst stockholders to authorize the holder of any proxy solicited by the CrossFirst board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the CrossFirst special meeting to approve the CrossFirst merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to CrossFirst stockholders, to vote in favor of adjourning the CrossFirst special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CrossFirst stockholders who have previously voted. Pursuant to the CrossFirst bylaws, the CrossFirst special meeting may be adjourned without new notice being given, but if the adjournment is for more than thirty (30) days or if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

The CrossFirst adjournment proposal is in addition to, and not in lieu of, the authority of the chairman of the meeting under the CrossFirst bylaws to adjourn the CrossFirst special meeting without a vote of stockholders in the absence of a quorum at the CrossFirst special meeting.

The approval of the CrossFirst adjournment proposal by CrossFirst stockholders is not a condition to the completion of the merger.

The CrossFirst board of directors unanimously recommends a vote “FOR” the CrossFirst adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

Busey

Busey is a Nevada corporation organized in 1980, a public company listed on Nasdaq (common stock symbol “BUSE”), and a bank holding company that has elected to become a financial holding company. Busey provides diversified financial services, primarily through its principal subsidiary, Busey Bank, an Illinois-chartered commercial bank organized in 1868 with its headquarters in Champaign, Illinois.

Busey conducts the business of banking and provides related banking services, asset management, brokerage, and fiduciary services through Busey Bank, and provides payment technology solutions through FirsTech, Inc., a wholly owned subsidiary of Busey Bank.

Busey Bank offers a range of diversified financial products and services for consumers and businesses, including online and mobile banking capabilities to conveniently serve its customers’ needs. Commercial services include commercial, commercial real estate, and real estate construction loans, as well as commercial depository services such as cash management. Retail banking services include residential real estate, home equity lines of credit, consumer loans, customary types of demand and savings deposits, money transfers, safe deposit services, and individual retirement accounts and other fiduciary services through its banking centers, automated teller machines, and technology-based networks. Busey Bank also provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations through its wealth management business. 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.

Busey has its main office at 100 W. University Ave., Champaign, Illinois 61820. Its telephone number is (217) 365-4630.

CrossFirst

CrossFirst’s common stock is traded on Nasdaq under the symbol “CFB.” The principal executive offices of CrossFirst are located 11440 Tomahawk Creek Parkway, Leawood, Kansas 66211, and its telephone number is (913) 901-4516.

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THE MERGER

This section of the joint proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this document by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 178.

Terms of the Merger

Each of Busey’s and CrossFirst’s respective board of directors has unanimously approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, CrossFirst will merge with and into Busey, with Busey as the surviving corporation in the merger, which is referred to as the merger. At a date and time following the merger as determined by Busey, CrossFirst Bank will merge with and into Busey Bank, with Busey Bank as the surviving bank, which is referred to as the bank merger. In addition, Busey Bank has applied to become a member bank of the Federal Reserve System.

Each share of CrossFirst common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Busey or CrossFirst (subject to certain exceptions described in the merger agreement), will be converted into the right to receive 0.6675 of a share of Busey common stock. CrossFirst stockholders who would otherwise be entitled to a fraction of a share of Busey common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Busey closing share value.

Busey stockholders are being asked to approve the Busey merger proposal, and CrossFirst stockholders are being asked to approve the CrossFirst merger proposal. See the section entitled “The Merger Agreement” beginning on page 118 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of their respective ongoing consideration and evaluation of their long-term prospects and strategies, the CrossFirst board of directors and the Busey board of directors and the senior management of CrossFirst and Busey each regularly review CrossFirst’s and Busey’s respective business strategies and objectives, including assessing potentially available strategic growth opportunities for business combinations and other strategic transactions, as part of their continuous efforts to enhance value for their respective stockholders and to deliver the best possible services and support to their respective customers and communities. These reviews have included consideration of, among other things, prospects and developments in the financial services industry, the financial markets, the regulatory environment, the economy generally and the implications of the foregoing for financial institutions generally and for CrossFirst and Busey in particular. These reviews have also included the benefits and risks to CrossFirst and Busey and their respective stockholders of pursuing business combinations or other strategic transactions compared to the benefits and risks of a standalone business strategy.

As part of its business strategy and objectives, CrossFirst has actively pursued acquisitions, having completed two acquisitions in the previous two years. Similarly, acquisitions have formed a key component of Busey’s business and strategy, with Busey having completed eight acquisitions since 2015. In addition, each of the CrossFirst board of directors and the Busey board of directors, as well as members of CrossFirst’s and Busey’s senior management, regularly meet with representatives of various investment banking and financial advisory firms experienced in the financial services industry to discuss, among other things, market conditions, industry trends, CrossFirst’s and Busey’s respective performance and potential opportunities for business combinations and other strategic transactions.

In this regard, CrossFirst received assistance from KBW and Squire Patton Boggs (US) LLP (“Squire Patton Boggs”) in connection with its assessment of potential strategic growth opportunities and its

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long-term prospects and strategies. CrossFirst engaged KBW as its financial advisor and Squire Patton Boggs as its outside legal counsel in connection with a potential transaction involving CrossFirst and Busey.

Certain members of senior management of each of CrossFirst and Busey, including Michael J. Maddox, President and Chief Executive Officer of CrossFirst, and Jeffrey D. Jones, Executive Vice President and Chief Financial Officer of Busey, were familiar with one another prior to the initiation of discussions regarding any potential transaction involving CrossFirst and Busey and have periodically discussed trends in the financial services industry and their respective companies generally in meetings at investor and banking industry conferences.

At a regularly scheduled meeting of the Busey board of directors held on January 24, 2024, as part of a general discussion on potential acquisitions and other strategic transactions, Van A. Dukeman, Chairman and Chief Executive Officer of Busey, reported to the Busey board of directors that he and Mr. Maddox were planning to meet for lunch at an industry conference to be held later in January 2024. The Busey board of directors was supportive of Busey exploring the possibility of a transaction with CrossFirst.

On January 31, 2024, at an industry conference in Phoenix, Arizona, Messrs. Maddox, Dukeman and Jones met for lunch and discussed CrossFirst and Busey, including their respective cultures, philosophies, business strategies, governance, operating models, objectives and strategic opportunities and challenges. In a subsequent phone call, Messrs. Maddox and Dukeman agreed that a potential strategic transaction involving CrossFirst and Busey (the “potential transaction”) merited further consideration and subsequently arranged to meet again.

On February 12, 2024, Mr. Dukeman reached out to Mr. Maddox by telephone to schedule a subsequent meeting.

Messrs. Maddox and Dukeman met in Scottsdale, Arizona on February 20, 2024, and discussed the potential compatibility of CrossFirst and Busey and the possibility of pursuing a strategic transaction involving a combination of their two companies’ businesses, including the potential benefits that could arise from such a strategic transaction. Although neither Mr. Dukeman nor Mr. Maddox made any specific proposal in this meeting, they discussed certain key terms to be considered in a potential transaction, including that the transaction should be an all common stock exchange, and certain governance and other matters such as the composition of the board of directors of the combined company, name and branding, senior executive leadership and the various contributions that each of Busey and CrossFirst would bring to a combined company. While Mr. Dukeman and Mr. Maddox did not discuss any definitive pricing terms, they discussed as a general matter that the pro forma ownership and the composition of the board of directors of the combined company should reflect the relative strategic and financial contributions of each of Busey and CrossFirst to the combined company (the “contribution analysis”), which included, among others, contributions of loans, deposits, equity and earnings.

At a regularly scheduled meeting of the CrossFirst board of directors on February 28, 2024, with members of CrossFirst management and representatives of KBW in attendance, Mr. Maddox informed the CrossFirst board of directors of his conversations with Mr. Dukeman. Representatives of KBW provided an overview of the outlook for the banking industry and the impact of scale on profitability for banks and discussed certain financial, industry and economic factors CrossFirst might consider when evaluating potential strategic transactions. Representatives of KBW then reviewed different hypothetical and potential strategic transactions involving CrossFirst, including a potential strategic transaction with Busey, and illustrative pro forma financial effects of such hypothetical and potential strategic transactions. In executive session, the CrossFirst board of directors further discussed the CrossFirst board of directors’ interest in pursuing strategic transaction opportunities in general and with Busey in particular and directed CrossFirst management to continue discussions with Busey regarding a potential strategic transaction, and authorized the execution of a mutual confidentiality and non-disclosure agreement with Busey.

On February 28, 2024, in light of the continued interest of CrossFirst and Busey and their respective boards of directors in pursuing the potential transaction, CrossFirst and Busey entered into a mutual confidentiality and non-disclosure agreement (referred to as the “confidentiality agreement”) to facilitate further discussion by allowing for the sharing of non-public information between the parties and ultimately for detailed reciprocal due diligence. The confidentiality agreement included customary standstill provisions applicable to each of CrossFirst and Busey.

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Discussions regarding the potential transaction continued between Messrs. Maddox and Dukeman at a meeting in Scottsdale, Arizona on March 1, 2024. Their discussion addressed numerous topics, including the strategic and financial benefits of a combination of the two companies’ businesses, expanded growth possibilities for a combined company, the complementary nature of the two companies’ businesses and the compatibility of the two companies’ cultures and values and senior management roles. Mr. Dukeman and Mr. Maddox also discussed various considerations and proposals with respect to the composition and size of the board of directors of the combined company, but no specific agreement was reached at the time.

On March 7, 2024, Messrs. Maddox and Dukeman spoke by telephone and continued to discuss the potential transaction. Messrs. Maddox and Dukeman agreed that the next step would be scheduling meetings between Mr. Maddox and the Busey board of directors, and Mr. Dukeman and the CrossFirst board of directors, to introduce their respective organizations.

On March 18, 2024, a special meeting of the Corporate Governance & Nominating Committee of the CrossFirst board of directors was held, with Mr. Maddox and members of CrossFirst’s senior management also in attendance. At this meeting, Mr. Maddox provided an update regarding his discussions with Mr. Dukeman. The committee then discussed the potential appointment of a transaction committee (the “CrossFirst transaction committee”) consisting of disinterested and independent directors of CrossFirst to evaluate, review and negotiate the terms of a potential transaction with Busey and make recommendations to the CrossFirst board of directors, which the committee determined to revisit at a later date. Following the meeting, Messrs. Maddox and Dukeman met for dinner in Champaign, Illinois on March 18, 2024, where they continued discussions regarding the potential transaction and a meeting between Mr. Maddox, the Busey board of directors and certain members of senior management of Busey scheduled for the next day. They also discussed a scheduled meeting between Mr. Dukeman and the CrossFirst board of directors.

On March 19, 2024, Mr. Maddox met with the Busey board of directors in Champaign, Illinois, prior to the regularly scheduled meeting of the Busey board of directors to be held on March 20, 2024. Mr. Maddox provided an overview of CrossFirst, including his background, CrossFirst’s senior management, geographic footprint and growth story, CrossFirst’s operating model and strategic approach, financial highlights, a SWOT analysis of CrossFirst, and CrossFirst’s culture. Mr. Maddox also discussed certain of his conversations with Mr. Dukeman regarding the strategic rationale for a potential transaction and synergies available to a combined company, and his vision for a combined company.

The next day, on March 20, 2024, the Busey board of directors held a regularly scheduled meeting. At the meeting, Mr. Dukeman provided the Busey board of directors with additional details on his conversations with Mr. Maddox and the directors discussed the potential transaction in light of their meeting the prior day with Mr. Maddox. The Busey board of directors agreed that the potential transaction merited further consideration and that Mr. Dukeman should proceed with his scheduled meeting with the CrossFirst board of directors. In addition, at the suggestion of Mr. Dukeman, the Busey board of directors agreed that the creation of a committee of the Busey board of directors to lead the negotiations toward the potential transaction (the “Busey M&A Committee”) was advisable at the current stage and appointed Mr. Dukeman, Gregory Lykins, Stanley Bradshaw, Michael Cassens, Frederic Kenney and Stephen King as the directors to serve on the Busey M&A Committee.

On March 25, 2024, Mr. Dukeman met with the CrossFirst board of directors in Kansas City, Missouri. At this meeting, Mr. Dukeman provided an overview of Busey, including his background, Busey’s senior management, geographic footprint and growth story, Busey’s operating model and financial highlights, Busey’s culture and approach to credit, its wealth management platform and the FirsTech payment technology solutions business. Mr. Dukeman also discussed the possible financial and other benefits of a potential transaction, the synergies and market opportunities available to a combined company, and his vision for a combined company. Mr. Dukeman also met individually with certain members of senior management of CrossFirst to discuss their areas of responsibility in greater detail.

On March 28, 2024, Mr. Dukeman and Mr. Maddox agreed in a telephone call that Busey and CrossFirst would work towards a preliminary agreement on indicative transaction terms that would be set forth in a non-binding letter of intent that Busey would deliver to CrossFirst regarding the potential transaction (the “letter of intent”). To advance Busey’s evaluation of the potential transaction, Mr. Dukeman requested, and Mr. Maddox agreed to provide, preliminary due diligence materials, which would be

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supplemented with additional due diligence materials as the reciprocal due diligence process progressed. On April 1, 2024, CrossFirst established a virtual data room and began populating its data room with documents relating to, among others, business, credit, operational, technology, legal and compliance matters. Around this time, Busey engaged Sullivan & Cromwell LLP (“Sullivan & Cromwell”) as its legal counsel in connection with the potential transaction.

On March 28, 2024, at a meeting of the Corporate Governance & Nominating Committee of the CrossFirst board of directors, Mr. Maddox provided an update on his discussions with Mr. Dukeman. Mr. Maddox reported that Busey was conducting preliminary due diligence and analysis with a view toward providing a draft letter of intent. The committee then discussed the experience and qualifications of Rodney Brenneman, the Chairman of the CrossFirst board of directors, as well as George Bruce, Ronald Geist, Lance Humphreys, Kevin Rauckman and Michael Robinson and their potential appointment to the CrossFirst transaction committee. The committee determined to confirm that all of the proposed directors were disinterested and independent with respect to a potential transaction with Busey and, following such determination, to recommend the appointment of such directors to the CrossFirst board of directors.

Between March 28, 2024, and April 15, 2024, Busey progressed its preliminary due diligence review of CrossFirst and, based on Mr. Dukeman and Mr. Maddox’s preliminary discussions, developed the indicative transaction terms that would form the basis of the letter of intent.

On April 15, 2024, the Busey M&A Committee held a meeting with Busey management and representatives of Sullivan & Cromwell and Busey’s financial advisor, Raymond James, in attendance in order to consider indicative transaction terms to be included in a potential letter of intent. These indicative terms included a fixed exchange ratio of 0.6257 of a share of Busey common stock for each share of CrossFirst common stock (such ratio, the “exchange ratio”), which represented pro forma ownership of sixty-five percent (65%) for Busey stockholders and thirty-five percent (35%) for CrossFirst stockholders and a 10% premium to the twenty (20) day volume-weighted average prices (“20-day VWAPs”) of CrossFirst common stock and Busey common stock through April 12, 2024. Busey management and the representatives of Raymond James discussed with the Busey M&A Committee the methodology and underlying assumptions for this proposed exchange ratio, including the importance of the contribution analysis. In addition to the contribution analysis, Busey management and the Busey M&A Committee discussed and stressed the importance of the potential transaction being approximately neutral to Busey’s tangible book value per share and that any exchange ratio would need to satisfy that important criterion. The indicative transaction terms also addressed the proposed governance and management of Busey, and included, among other things, (i) that the board of directors of Busey would include thirteen (13) directors, with eight (8) being legacy Busey directors and five (5) being legacy CrossFirst directors and the Lead Independent Director to be named by Busey prior to the closing; (ii) that upon the closing of the potential transaction, Mr. Dukeman would continue to serve as the Executive Chairman and Chief Executive Officer of Busey and as the Executive Chairman of Busey Bank and that Mr. Maddox would serve as the Executive Vice Chairman and President of Busey and Executive Vice Chairman and Chief Executive Officer of Busey Bank and that Mr. Maddox would succeed Mr. Dukeman as Chief Executive Officer of Busey at the one (1)-year anniversary of the closing of the merger of Busey and CrossFirst (the “succession plan”); and (iii) that at the closing, Busey would adopt a customary corporate governance bylaw amendment to reflect the agreed corporate governance arrangements, including the succession plan, that is commonly used in similar merger transactions, especially in the banking industry. The indicative transaction terms provided that the main office and headquarters of Busey Bank would be in Champaign, Illinois, but left the location of the holding company’s headquarters for further discussion. The Busey M&A Committee also discussed the possible composition and structure of senior management of the combined company. The Busey M&A Committee was supportive of sharing the indicative transaction terms with CrossFirst as a next step and basis to continue discussing the potential transaction.

On April 17, 2024, Mr. Dukeman shared a term sheet reflecting the indicative transaction terms with Mr. Maddox.

On April 19, 2024, the CrossFirst directors proposed to be appointed to the CrossFirst transaction committee met with Mr. Maddox and representatives of Squire Patton Boggs and KBW and reviewed and discussed the indicative transaction terms that had been shared by Busey that were intended to form the basis of a letter of intent. The participating members of the CrossFirst board of directors discussed certain

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proposed modifications to the indicative transaction terms with respect to the exchange ratio, a legacy CrossFirst director being the Lead Independent Director and the location of the holding company’s headquarters. Subject to addressing these modifications with Busey, the participating members of the CrossFirst board of directors were of the view that, generally speaking, the terms proposed established an acceptable basis at that time on which to continue discussing the potential transaction. That same day, representatives of KBW communicated a proposal from CrossFirst to representatives of Raymond James that the exchange ratio in the letter of intent be set at a range of 0.68 to 0.71, which represented, at 0.68, pro forma ownership of approximately sixty-three percent (63%) for Busey stockholders and thirty-seven percent (37%) for CrossFirst stockholders and, at 0.71, pro forma ownership of approximately sixty-two percent (62%) for Busey stockholders and thirty-eight percent (38%) for CrossFirst stockholders, and that the Lead Independent Director would be a legacy CrossFirst director selected by CrossFirst and that the headquarters of the holding company be located in the Kansas City, Missouri area.

On April 20, 2024, the Corporate Governance & Nominating Committee of the CrossFirst board of directors took action by unanimous written consent to recommend that the CrossFirst board of directors establish the CrossFirst transaction committee and appoint its members. On April 21, 2024, the CrossFirst board of directors took action by unanimous written consent to formally establish the CrossFirst transaction committee to evaluate, review and negotiate the terms of the potential transaction and make recommendations to the CrossFirst board of directors and appointed Mr. Brenneman, George Bruce, Ronald Geist, Lance Humphreys, Kevin Rauckman and Michael Robinson as the directors to serve on such committee.

During the balance of April, Mr. Maddox and the CrossFirst transaction committee held virtual meetings and telephone calls with representatives of Squire Patton Boggs and KBW to further review and discuss the indicative transaction terms.

On April 22, 2024, the Busey M&A Committee held a meeting with Busey management and representatives of Sullivan & Cromwell and Raymond James in attendance to discuss the modifications to the indicative transaction terms proposed by CrossFirst. At the meeting, and after considering, among other things, the contribution analysis and the objective of being approximately neutral to tangible book value per share, it was determined that Busey would respond to CrossFirst’s proposed exchange ratio range of 0.68 to 0.71 with a proposed exchange ratio range of 0.6535 to 0.6675, but that Busey was not prepared to agree that the Lead Independent Director should be a legacy CrossFirst director selected by CrossFirst or to the location of the holding company’s headquarters in the Kansas City area. Representatives of Raymond James communicated Busey’s positions to representatives of KBW on April 23, 2024.

On May 1, 2024, a regular meeting of the CrossFirst board of directors was held, with representatives of KBW in attendance. Mr. Maddox updated the CrossFirst board of directors on the potential transaction with Busey, including the revised exchange ratio range proposed by Busey. Representatives of KBW provided an update on discussions with representatives of Raymond James, Busey’s financial advisor, regarding the parties’ respective positions and underlying assumptions related to the exchange ratio. A KBW representative provided an update on recent mergers and acquisitions activity in the banking industry. The CrossFirst board of directors discussed the next steps related to the potential transaction with members of CrossFirst senior management and representatives of KBW.

On May 6, 2024, the CrossFirst transaction committee convened a meeting, with representatives of Squire Patton Boggs and KBW in attendance. Mr. Maddox provided an update on the status of conversations and negotiations. Representatives of KBW engaged the CrossFirst transaction committee in a discussion of the potential financial terms of a potential transaction with Busey, including a discussion of preliminary financial matters relating to the potential combination, and provided an update on discussions with representatives of Raymond James. Representatives from Squire Patton Boggs discussed preliminary matters impacting the corporate governance of the potential combined company, including board and committee composition and senior management succession planning. Following further discussion, the CrossFirst transaction committee unanimously agreed that Mr. Maddox should continue discussions with Busey regarding the potential transaction.

On May 8, 2024, the Busey M&A Committee held a meeting, with representatives of Busey management, Sullivan & Cromwell and Raymond James in attendance, to consider updates regarding ongoing discussions regarding the indicative transaction terms. The Busey M&A Committee was of the view that it would be

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acceptable to agree to the headquarters of the holding company being located in the Kansas City, Missouri area, but that the indicative transaction terms should continue to reflect that the Lead Independent Director would be chosen by Busey. Subject to the foregoing, the Busey M&A Committee confirmed its support for delivery of the letter of intent reflecting the latest indicative transaction terms to CrossFirst.

On May 10, 2024, Busey delivered the letter of intent reflecting the latest indicative transaction terms to CrossFirst as described below.

On May 13, 2024, the CrossFirst transaction committee convened a special meeting, with representatives of Squire Patton Boggs and KBW in attendance. Mr. Maddox provided an update on the status of conversations and negotiations related to the indicative transaction terms and letter of intent and reviewed the changes made since the CrossFirst transaction committee’s last meeting on May 6, 2024. Representatives of KBW also discussed the negotiated terms of the potential transaction as set forth in the draft letter of intent, which provided for, among other terms, an exchange ratio of between 0.6535 and 0.6675. Mr. Maddox and representatives of Squire Patton Boggs and KBW then answered questions regarding, among other things, the proposed plan for the Executive Chairman role of the potential combined company and the succession plan. Following a discussion, the CrossFirst transaction committee unanimously approved CrossFirst’s entry into the letter of intent.

On May 14, 2024, Busey and CrossFirst entered into the letter of intent, which included the negotiated exchange ratio range of between 0.6535 and 0.6675, which represented, at 0.6535, pro forma ownership of approximately sixty-four percent (64%) for Busey stockholders and thirty-six percent (36%) for CrossFirst stockholders and a premium of 19.8 % to the 20-day VWAPs of the CrossFirst common stock and the Busey common stock through May 8, 2024, and, at 0.6675, pro forma ownership of approximately sixty-three and a half percent (63.5%) for Busey stockholders and thirty-six and a half percent (36.5%) for CrossFirst stockholders and a premium of 22.4% to the 20-day VWAPs of the CrossFirst common stock and the Busey common stock through May 8, 2024, as well as the other indicative transaction terms. The letter of intent noted that the parties shared the view that the potential transaction be at least approximately neutral to Busey’s tangible book value per share and that that metric would be important for Busey in determining the final exchange ratio, and that the determination of the exchange ratio will be based on Busey’s comprehensive due diligence investigation, which the letter of intent noted would include, among other things, the final results of Busey’s loan portfolio review, an analysis of anticipated cost savings, a determination of transaction-related expenses and purchase accounting adjustments, validation of CrossFirst’s earnings run rate, and other due diligence matters. The letter of intent also provided for transaction exclusivity under which neither CrossFirst nor Busey would pursue a business combination transaction with another party until after July 13, 2024.

On May 15, 2024, Mr. Maddox and Mr. Dukeman spoke by telephone regarding the next steps toward the potential transaction following the parties’ execution of the letter of intent and to discuss upcoming meetings between Mr. Maddox and members of Busey’s senior management and between Mr. Dukeman and members of CrossFirst’s senior management.

On May 17, 2024, at a special meeting of the CrossFirst board of directors, with representatives of Squire Patton Boggs and KBW in attendance, Mr. Maddox provided an update on the status of the negotiations with Busey, including a review of the executed letter of intent. Representatives of KBW discussed the exchange ratio included in the letter of intent. Representatives of Squire Patton Boggs addressed the fiduciary duties of the CrossFirst board of directors, the governance considerations in a merger, an overview of the required regulatory and stockholder approvals, and expected next steps.

On May 22, 2024, the Busey board of directors held a regularly scheduled meeting, at which Mr. Jones provided the Busey board of directors with an update regarding recent discussions between Busey management and CrossFirst senior management and Busey management’s ongoing review of the potential transaction with CrossFirst. Mr. Jones reported that the letter of intent had been entered into with CrossFirst and that Busey management had commenced the due diligence process. Mr. Jones then provided the Busey board of directors with additional details regarding the due diligence process, noting that Busey would focus its initial diligence on credit, compliance and regulatory matters, and that in addition to its own analysis of CrossFirst’s loan portfolio, the parties had agreed to retain an independent third party consultant, Gateway

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Asset Management Company, LLC (“Gateway”), to conduct an independent third-party review of the other party’s respective loan portfolio, and, shortly thereafter, the parties engaged Gateway to conduct such review.

On May 23, 2024, Mr. Maddox and several members of CrossFirst’s senior management met in Champaign, Illinois with Mr. Dukeman and members of Busey’s senior management. At these meetings, the management teams discussed the potential synergies of a potential transaction. Mr. Maddox also met individually with various senior management team members of Busey.

As Busey’s due diligence process accelerated in late May and June, the parties continued to discuss and refine the management and governance arrangements as set forth in the letter of intent and had further discussions regarding the exchange ratio. These discussions involved Messrs. Dukeman and Brenneman, as well as Raymond James and KBW, and were supported by meetings of the Busey M&A Committee and meetings of the CrossFirst board of directors and the CrossFirst transaction committee. During these discussions, CrossFirst’s representatives sought Busey’s agreement to fix the exchange ratio at 0.6675, which was at the top of the range of exchange ratios set forth in the letter of intent, but Busey was unwilling to do so and indicated that it would not be in a position to negotiate a final exchange ratio further until it had completed its diligence. These discussions resulted in an agreement that the Lead Independent Director of Busey following closing would be a legacy CrossFirst director and that Mr. Brenneman would serve in such role. The parties also agreed that, with respect to the succession plan, Mr. Maddox would succeed Mr. Dukeman as the Chief Executive Officer of Busey on the one (1) year anniversary of the bank merger and a majority of the Busey board of directors could modify the succession plan.

On June 25, 2024, Busey established a virtual data room to facilitate a reverse due diligence review for CrossFirst. CrossFirst and Busey continued to engage in mutual due diligence, including with respect to business, credit, operational, legal and compliance matters, among others, through August 26, 2024.

On July 9, 2024, and July 10, 2024, senior management of CrossFirst and Busey met in Kansas City, Missouri, to discuss, among other things, their areas of accountability with their counterparts, compatibility of operating models, cultural alignment, diligence questions and the potential synergies of the potential transaction within each executive pairing’s areas of accountability.

On July 11, 2024, the Busey M&A Committee held a meeting, with representatives of Busey management, Sullivan & Cromwell and Raymond James in attendance. Busey management provided an update on the recent meeting in Kansas City, Missouri of senior management of CrossFirst and Busey and the status of Busey’s due diligence review of CrossFirst. Representatives of Sullivan & Cromwell outlined the terms of a draft of the proposed corporate governance bylaw amendment that would embody the key corporate governance agreements in the potential transaction, as well as a term sheet outlining key compensation and benefits terms for the potential transaction, including the treatment of Busey’s and CrossFirst’s outstanding equity awards, severance and retention for employees and the terms of Mr. Dukeman’s and Mr. Maddox’s respective compensation arrangements and the financial implications of these arrangements (the “compensation and benefits term sheet”). Representatives of Raymond James provided analysis and review from a financial perspective of the matters contemplated by the compensation and benefits term sheet.

On July 16, 2024, the Executive Management Compensation & Succession Committee of the Busey board of directors held a meeting with representatives of Busey management, Sullivan & Cromwell and Raymond James in attendance. The topics concerning the compensation and benefits term sheet that were discussed at the July 11, 2024 meeting of the Busey M&A Committee were again discussed by the representatives of Busey management, Sullivan & Cromwell and Raymond James with the Executive Management Compensation & Succession Committee.

On July 18, 2024, a regular meeting of the CrossFirst board of directors was held, with representatives of KBW in attendance. At the meeting, Mr. Maddox provided the CrossFirst board of directors with an update on the status of the potential transaction. Mr. Maddox described the status of conversations with Busey’s management. Mr. Brenneman provided an update on his discussions with Mr. Dukeman regarding, among other things, various agreed upon terms of the potential transaction, and Mr. Maddox updated the board on outstanding transaction terms, including employee retention terms and the exchange ratio.

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Mr. Maddox noted that the exclusivity period under the letter of intent had expired. There was a discussion with the CrossFirst board of directors of the potential transaction’s strategic rationale, including, among other things, the fee income diversification, cultural alignment, complementary geographic footprint, aligned operating models, leadership succession, strong and stable deposit base, ability to help accelerate CrossFirst’s transition to a heightened regulatory environment for banks with assets over $10 billion, improved efficiency, scale and liquidity for stockholders, and improvement in many of the key financial performance metrics that the CrossFirst board monitors. The CrossFirst board of directors discussed Busey’s senior management, transition plans, and negotiating the exchange ratio since both companies’ stock prices had increased during the course of the ongoing discussions, as well as the fact that the proposed transaction would result in CrossFirst stockholders receiving a meaningful qualifying cash dividend which they did not currently receive. Representatives of KBW updated the board of directors on the status of the financial diligence and modeling being performed by Busey which would be relevant to the negotiation of the exchange ratio. There was also discussion of the transaction timeline. Members of CrossFirst management provided the CrossFirst board of directors with an update on the status of CrossFirst’s reverse due diligence review of Busey. The meeting was recessed and resumed the next day with members of CrossFirst senior management and representatives of KBW in attendance. Representatives of KBW provided an update on the state of the banking industry and recent bank mergers and acquisitions activity and preliminary financial matters relating to the potential transaction.

On July 19, 2024, the Executive Management Compensation & Succession Committee of the Busey board of directors and the Busey M&A Committee held a joint meeting, with representatives of Busey management, Sullivan & Cromwell and Raymond James in attendance, where the members of the committees continued together their respective committee’s prior discussions regarding the matters contemplated by the draft proposed corporate governance bylaw amendment and the compensation and benefits term sheet. The committees then met in executive session with representatives of Sullivan & Cromwell and Raymond James and, following further discussion, directed the representatives of Sullivan & Cromwell to provide CrossFirst and its representatives with the draft corporate governance bylaw amendment and compensation and benefits term sheet.

On July 21, 2024, Mr. Maddox and Mr. Dukeman spoke by telephone and Mr. Dukeman advised Mr. Maddox that Sullivan & Cromwell would be providing Squire Patton Boggs a draft corporate governance bylaw amendment and compensation and benefits term sheet, each of which had been reviewed and approved by the Busey M&A Committee and Executive Management Compensation & Succession Committee of the Busey board of directors.

On July 22, 2024, representatives of Sullivan & Cromwell and Raymond James spoke with representatives of Squire Patton Boggs and KBW by telephone and previewed drafts of the proposed corporate governance bylaw amendment and compensation and benefits term sheet and sent those documents to Squire Patton Boggs later that same day. Thereafter, representatives of Sullivan & Cromwell and Squire Patton Boggs continued to discuss and negotiate the matters covered by the corporate governance bylaw amendment and the compensation and benefits term sheet.

Through the balance of July and into August 2024, senior management of CrossFirst and senior management of Busey continued to meet for numerous due diligence discussions, including with regard to finance and accounting, insurance, technology, treasury, risk, wealth, legal and credit matters of each party. Messrs. Maddox and Dukeman attended a meeting with senior management of both Busey and CrossFirst to discuss credit on July 25, 2024.

On July 24, 2024, at a regular meeting of the Busey board of directors, with representatives of Sullivan & Cromwell and Raymond James in attendance, the Busey board of directors reviewed updates regarding the ongoing discussions and work regarding the potential transaction. At the meeting, representatives of Raymond James discussed the expected timeline and process and a market update, noting that Busey was continuing to perform its due diligence and that Busey would not be in a position to propose and negotiate an exchange ratio until the completion of Busey’s credit review of CrossFirst’s loan portfolio and other due diligence matters, which was not expected to be completed until mid-to-late August 2024. Representatives of Sullivan & Cromwell then provided an update to the Busey board of directors regarding their recent discussions with Squire Patton Boggs regarding the terms of the corporate governance bylaw amendment and the compensation and benefits term sheet. Representatives of Raymond

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James then led a discussion regarding anticipated transaction costs, following which the representatives of Sullivan & Cromwell and Raymond James left the meeting. The Busey board of directors then discussed with Busey management the merits of the potential transaction.

On July 26, 2024, Mr. Maddox and members of CrossFirst management met virtually with representatives of Squire Patton Boggs and Compensation and Benefits Advisory Services, LLC (“Compensation and Benefits Advisory Services”) to discuss compensation practices in the context of a business combination similar to the potential transaction, including the treatment of change of control payments, severance payments and equity awards, and the compensation and benefits term sheet that had been provided. There was a discussion regarding various employment-related matters, including strategies for retaining key executives of CrossFirst in desirable high-growth markets that would be important to the combined company following the closing of the potential transaction. Following the discussion, the parties determined to revisit compensation-related matters of the potential transaction at a later date.

On July 31, 2024, representatives of Sullivan & Cromwell provided an initial draft of the definitive merger agreement for the potential transaction to representatives of Squire Patton Boggs. Thereafter, through August 26, 2024, CrossFirst and Busey and their respective outside legal advisors negotiated the proposed merger agreement and certain ancillary agreements. The negotiations by the parties and their respective advisors with respect to the merger agreement included, among other things, representations and warranties of the parties, interim operating covenants, termination provisions and termination fees and the treatment of CrossFirst’s outstanding equity awards and post-closing employee matters. Reciprocal due diligence continued in parallel with the negotiation of the transaction agreements during this time.

On August 4, 2024, members of the Busey M&A Committee held a meeting by telephone to discuss the upcoming meeting of certain members of the CrossFirst board of directors and members of the Busey and Busey Bank boards of directors in Kansas City, Missouri to be held the next day.

On August 5, 2024, certain members of the CrossFirst board of directors and members of the Busey and Busey Bank board of directors met in Kansas City, Missouri to discuss of the potential transaction and the benefits and opportunities presented by a possible combination of their respective organizations.

On August 9, 2024, representatives of Sullivan & Cromwell sent to representatives of Squire Patton Boggs initial drafts of the employment letter agreements to be entered into by Busey with Mr. Maddox and Mr. Dukeman, that would be effective upon the closing of the potential transaction (the “CEO employment letters”). The CEO employment letters for Messrs. Maddox and Dukeman would amend the existing employment agreements between Mr. Maddox and CrossFirst and Mr. Dukeman and Busey, respectively, in contemplation of the potential transaction.

On August 14, 2024, representatives from Squire Patton Boggs and Compensation and Benefits Advisory Services, and outside legal counsel for Mr. Maddox met virtually to discuss the CEO employment letters, which included, among other things, a revision to the succession plan such that Mr. Maddox would succeed Mr. Dukeman as the Chief Executive Officer of Busey on the earlier of the one (1) year anniversary of the bank merger and the eighteen (18)-month anniversary of the closing of the potential transaction.

On August 15, 2024, Messrs. Maddox, Dukeman and other members of CrossFirst and Busey senior management met virtually to continue reciprocal due diligence discussions and to discuss the status of the potential transaction, including timing and operational and logistical arrangements for the potential transaction.

On August 18, 2024, a meeting of the CrossFirst transaction committee was held, with members of CrossFirst senior management and representatives of KBW in attendance. At the meeting, Mr. Maddox updated the CrossFirst transaction committee on the status of the potential transaction, and representatives of KBW provided an update on discussions between representatives of KBW and Raymond James regarding the financial matters that were being considered, in part, with respect to the ultimate negotiation of the exchange ratio. Representatives of KBW compared pro forma financial information that could result from the potential transaction with that of selected recent transactions.

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On August 19, 2024, a special meeting of the Compensation Committee of the CrossFirst board of directors was held with members of CrossFirst senior management and representatives of Squire Patton Boggs in attendance. At the meeting, representatives of Squire Patton Boggs reviewed and discussed with the committee the terms of the proposed compensation and benefits term sheet and the CEO employment letter to be entered into by Busey with Mr. Maddox.

Also on August 19, 2024, following discussions with Busey senior management regarding the current state of Busey’s financial due diligence process, representatives of Raymond James spoke with representatives of KBW and communicated Busey’s proposal that the exchange ratio be set at 0.6535, which was at the bottom of range of exchange ratios set forth in the letter of intent. Representatives of KBW advised that CrossFirst’s position was that the exchange ratio be set at not less than 0.6675 and that CrossFirst was unlikely to accept a lower exchange ratio.

On August 20, 2024, the CrossFirst board of directors held a special meeting, with members of CrossFirst senior management and representatives of Squire Patton Boggs and KBW in attendance. Mr. Maddox updated the CrossFirst board of directors on the status of the potential transaction, including the status of due diligence, negotiations, and outstanding issues. The CrossFirst board of directors and representatives of KBW engaged in a discussion regarding the increase in both companies’ stock prices, which resulted in no market premium implied by the exchange ratio range included in the letter of intent, and meeting attendees discussed the reasons for the increase in CrossFirst’s stock price, including its performance for the most recent quarter. The KBW representative reported on the conversation with the representative of Raymond James regarding Busey’s proposal to set the exchange ratio at 0.6535, which was at the bottom of the range of exchange ratios set forth in the letter of intent. The CrossFirst board of directors engaged in a lengthy discussion regarding the exchange ratio and Busey’s rationale and counterpoints to such rationale for such an exchange ratio. The CrossFirst board of directors also engaged in further discussion regarding the benefits of the transaction and potential strategic alternatives, including continuing as a standalone company. The CrossFirst board of directors also discussed and addressed that its proposed exchange ratio did not reflect a premium to CrossFirst’s then current market price due in large part to CrossFirst’s stock performing better than Busey’s stock since the signing of the letter of intent, at which time CrossFirst’s proposed exchange ratio reflected a premium of between 19.8 % and 22.4% to the 20-day VWAPs of the CrossFirst common stock and the Busey common stock through May 8, 2024. In considering the foregoing, the CrossFirst board of directors considered that the absence of a market premium did not adversely affect in any material manner the percentage of Busey’s common stock that CrossFirst stockholders would receive and hold in Busey as contemplated by the letter of intent, the earnings per share accretion CrossFirst stockholders would receive, the pro forma dividend CrossFirst stockholders would receive as holders of Busey common stock and certain deal metrics. The CrossFirst board of directors also considered and discussed that the appreciation in CrossFirst’s common stock might also reflect some level of takeover speculation. Representatives of KBW reviewed the premiums in several recent bank mergers and acquisition transactions and observed that, unlike the potential transaction, recent bank mergers and acquisition transactions also included capital raises by the acquiring entity. The directors discussed the strategic rationale for the potential transaction in detail, including the advantages and challenges of continuing as a standalone company as it nears the $10 billion asset threshold and the anticipated losses in income and increased regulatory and compliance expenses as a result of crossing such threshold. Members of CrossFirst management led the CrossFirst board of directors in a discussion of CrossFirst’s reverse due diligence review of Busey to date, and a representative of Squire Patton Boggs provided an overview of the key transaction terms and agreements. Following such discussion, the CrossFirst board of directors directed management, together with representatives of KBW and Squire Patton Boggs, to continue with the negotiation and finalization of the potential transaction with Busey, but only at an exchange ratio of 0.6675, which was at the top of the range of exchange ratios set forth in the letter of intent. Representatives from Squire Patton Boggs then led the CrossFirst board of directors in a discussion of the transaction documents and the fiduciary duties of the members of the CrossFirst board of directors.

On August 21, 2024, the Busey M&A Committee held a meeting with representatives of Busey management and Sullivan & Cromwell in attendance. At the meeting Mr. Dukeman provided the members of the Busey M&A Committee with an update on the current status of the negotiations with respect to the potential transaction and the items that remained to be agreed prior to the finalization of the potential transaction, including the differing proposals on the exchange ratio.

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On August 22, 2024, the Busey board of directors held a special meeting to review and consider the potential transaction. Busey management and representatives of Sullivan & Cromwell and Raymond James were in attendance. At the meeting, representatives of Sullivan & Cromwell presented on the fiduciary duties of the directors with respect to their consideration of the potential transaction. Mr. Dukeman and other members of Busey management provided updates regarding the status and key findings of Busey’s due diligence review of CrossFirst and updated the directors on the status of the negotiation of the potential transaction and the items that remained to be agreed prior to execution of the potential transaction, including the exchange ratio. Mr. Dukeman noted that Busey had proposed to CrossFirst an exchange ratio of 0.6535, which was at the bottom of the range of exchange ratios set forth in the letter of intent, and CrossFirst had proposed to Busey an exchange ratio of 0.6675, which was at the top of the range of exchange ratios set forth in the letter of intent. Raymond James then provided an overview of various aspects of the potential transaction from a financial perspective, including purchase accounting adjustments to mark CrossFirst’s loan portfolio to market and the anticipated impact of the potential transaction on certain metrics, including earnings per share accretion, tangible book value per share dilution, the tangible book value dilution earn-back period and pro forma capital levels of Busey following the potential transaction. Representatives of Sullivan & Cromwell then provided an overview of the current drafts of the transaction documents and various matters related to the legal and regulatory process. There was then an extensive discussion of the strategic and financial rationale for the proposed transaction. The consensus of the Busey board of directors was that the transaction had significant strategic benefits and was compelling from a financial perspective at any point within the range of exchange ratios set forth in the letter of intent, in light of the minimal tangible book value per share dilution and the significant earnings per share accretion. In reaching this consensus, the Busey board of directors also considered that the 0.6675 exchange ratio remained within the previously negotiated range of exchange ratios that had been accepted by Busey based on, among other things, the contribution analysis and the objective of being approximately neutral to tangible book value per share and that the difference in the value between the two exchange ratio proposals was only approximately $18 million in the aggregate and did not reflect a material difference in the pro forma ownership of the combined company by Busey stockholders and CrossFirst stockholders. The Busey board of directors concluded that Busey management should continue discussions toward executing the potential transaction with CrossFirst and was supportive of executing the potential transaction within the range of exchange ratios contemplated by the letter of intent. Therefore, and in light of the outstanding issue regarding the exchange ratio and the other remaining open items and the Busey board of directors’ interest in completing the potential transaction, Mr. Dukeman recommended that he should invite Messrs. Maddox and Brenneman to Champaign, Illinois, to hopefully complete the negotiation of the exchange ratio at a level up to 0.6675 and other remaining open items in the transaction documents. The Busey board of directors concurred with Mr. Dukeman. The independent directors of the Busey board of directors then met in an executive session, first with representatives of Sullivan & Cromwell and Raymond James in attendance, and then only with representatives of Sullivan & Cromwell in attendance, to continue to discuss the potential transaction and the status of the negotiations with CrossFirst. The meeting was then recessed until August 26, 2024.

Immediately after the August 22, 2024, meeting of the Busey board of directors, Mr. Dukeman invited Messrs. Maddox and Brenneman to Champaign, Illinois for a meeting and, on August 23, 2024, Messrs. Maddox and Brenneman met with Mr. Dukeman in Champaign, Illinois, to discuss the exchange ratio and other remaining open items in the transaction documents. In this meeting, Messrs. Maddox and Brenneman indicated that, for a variety of reasons, the CrossFirst board of directors would only proceed with a transaction at an exchange ratio of 0.6675. The meeting resulted in an agreement that both parties would recommend to their respective boards of directors the approval of a transaction at an exchange ratio of 0.6675.

On August 26, 2024, the CrossFirst board of directors held a special meeting to consider the negotiated terms of the proposed merger between CrossFirst and Busey and entry into the merger agreement by CrossFirst. Members of senior management and representatives of Squire Patton Boggs and KBW were also in attendance at the meeting. At the meeting, representatives of Squire Patton Boggs provided an update on the terms of the potential transaction, including the proposed final exchange ratio of 0.6675, and reviewed the proposed final terms of the merger agreement and the CEO letter agreements to be entered into in connection with the transaction. KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the CrossFirst board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the

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review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to holders of CrossFirst common stock. For more information, see the section entitled “The Merger — Opinion of CrossFirst’s Financial Advisor” and Annex E. Members of CrossFirst management then provided the final report on CrossFirst’s reverse due diligence review of Busey and their recommendation in favor of the transaction. At the conclusion of the meeting, after careful review and discussion by members of the CrossFirst board of directors, including consideration of the factors described below under “The Merger — CrossFirst’s Reasons for the Merger; Recommendation of CrossFirst’s Board of Directors,” the CrossFirst board of directors unanimously determined that the merger agreement, the merger and the transactions contemplated by the merger agreement are in the best interests of CrossFirst and its stockholders and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated thereby and the entry into the merger agreement by CrossFirst and recommended the approval by CrossFirst stockholders of the CrossFirst merger proposal and the CrossFirst adjournment proposal.

On August 26, 2024, the Busey board of directors reconvened the meeting that was previously recessed on August 22, 2024. All of the directors of the Busey board of directors were in attendance at the meeting other than Mr. Bradshaw and Ms. Jensen who were not able to attend the reconvened meeting due to prior scheduling conflicts but separately communicated their support for the potential transaction. At the reconvened meeting, Mr. Dukeman provided an update on the meetings with Messrs. Maddox and Brenneman, including the understanding that the parties would proceed with the potential transaction with an exchange ratio of 0.6675. Senior management of Busey provided its recommendation in favor of the transaction. Representatives of Sullivan & Cromwell provided an update on the status of the definitive documents for the potential transaction, indicating that such documents were substantially complete. Representatives of Raymond James then reviewed the financial aspects of the potential transaction based on updated market data and an exchange ratio of 0.6675 and rendered an oral opinion to the Busey board of directors, which was subsequently confirmed in writing, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Raymond James in preparing the opinion, the exchange ratio to be paid by Busey in the merger, pursuant to the merger agreement was fair, from a financial point of view, to Busey. For more information, see the section entitled “The Merger — Opinion of Busey’s Financial Advisor” and Annex D. The independent directors of the Busey board of directors then met in an executive session, first with representatives of Sullivan & Cromwell and Raymond James in attendance, and then only with representatives of Sullivan & Cromwell in attendance, to continue to discuss the potential transaction. During that executive session, Mr. Cassens noted his approval of the potential transaction and left the meeting due to a prior scheduling conflict. At the conclusion of the executive session, and in light of the full discussion and deliberation by members of the Busey board of directors, including careful consideration of the factors described below under “The Merger — Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors,” the seven directors then in attendance at the meeting (which included a majority of the independent directors) unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were in the best interests of Busey and its stockholders, adopted the merger agreement and the transactions contemplated by the merger agreement (including the merger and the issuance of Busey common stock pursuant to the merger agreement, the bank merger and the Busey articles amendment) and recommended the approval by Busey stockholders of the matters to be submitted to Busey stockholders at the Busey special meeting including the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal. The entire Busey board of directors confirmed the foregoing by entering into a unanimous written consent regarding these matters later on August 26, 2024.

In the evening of August 26, 2024, Busey and CrossFirst executed the merger agreement. The transaction was announced in the morning of August 27, 2024, before the opening of the financial markets in New York, in a press release jointly issued by Busey and CrossFirst.

Busey’s Reasons for the Merger; Recommendation of Busey’s Board of Directors

After careful consideration, the Busey board of directors, via a unanimous written consent effective as of August 26, 2024, (i) determined that the merger agreement and the transactions contemplated by the merger agreement were in the best interests of Busey and its stockholders, (ii) adopted the merger agreement

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and the transactions contemplated by the merger agreement (including the merger and the issuance of Busey common stock pursuant to the merger agreement, the bank merger and the Busey articles amendment) and (iii) recommended the approval by Busey stockholders of the matters to be submitted to Busey stockholders at the Busey special meeting including the Busey merger proposal, the Busey articles amendment proposal, the Busey compensation proposal and the Busey adjournment proposal.

In reaching this decision, the Busey board of directors evaluated the merger agreement, the merger and the other matters contemplated by the merger agreement in consultation with Busey’s senior management, as well as with Busey’s legal and financial advisors, and considered a number of factors, including the following:

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each of Busey’s and CrossFirst’s business, operations, financial condition, asset quality, earnings and prospects;

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the strategic rationale for the merger as a method of expanding Busey’s footprint to the desirable high-growth metro markets of Kansas City, Wichita, Dallas/Fort Worth, Denver and Phoenix and the expanded possibilities for growth that would be available to Busey given its larger size, asset base, capital and geographic footprint;

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the fact that Busey’s and CrossFirst’s respective products, customers and businesses complement each other, bringing together strong community banking franchises which will serve as a catalyst for additional commercial banking growth and offer expanded opportunities for Busey to grow its wealth management and payments technology solutions businesses by making these products and services available to CrossFirst’s existing customers;

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the compatibility of Busey’s and CrossFirst’s cultures and values, including their shared commitment to customer service, employee experience, community reinvestment and active community involvement and the belief that the foregoing would facilitate the successful integration and implementation of the transaction;

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the benefits and opportunities CrossFirst will bring to Busey, including increased expertise in equipment financing, restaurant financing and energy lending services, which will improve Busey’s ability to attract and retain customers and talent;

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the benefits and opportunities Busey will bring to CrossFirst’s customers, including access to Busey’s wealth management platform and payment processing solutions currently offered by Busey and not by CrossFirst;

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the current and prospective environment in the financial services industry, including economic conditions and the interest rate and regulatory environments, the accelerating pace of technological change in the financial services industry, scale and marketing expenses, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions, current employment market conditions and the likely effects of these factors on Busey’s potential growth, development, productivity and strategic options both with and without the merger;

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the anticipated pro forma financial impact of the merger on Busey, including minimal tangible book value dilution that has the potential to be earned back quickly following completion of the merger, as well as the positive impact on net interest margin and efficiency, earnings, earnings per share, return on equity and potential capital generation;

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the expectation of cost synergies resulting from the merger;

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the expectation that the merger will offer potentially significant revenue synergies across multiple business lines and the fact that such revenue synergies were identified but not included in the financial analysis;

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the ability to leverage increased scale and financial capabilities to make further investments in technology and products to better manage risk and provide an enhanced customer experience for clients across business lines;

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its review and discussions with Busey’s senior management concerning Busey’s due diligence examination of CrossFirst, including with respect to, among other areas, its operations, financial condition, credit quality, loan portfolio and legal and regulatory compliance programs and prospects;

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its understanding that Busey stockholders will own approximately sixty-three and one half percent (63.5%) of Busey’s common stock following the merger;

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the fact that the exchange ratio is fixed, with no adjustment in the merger consideration to be received by CrossFirst stockholders as a result of possible increases or decreases in the trading price of CrossFirst common stock or Busey common stock following the announcement of the merger, which the Busey board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the proposed transaction;

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the opinion, dated August 26, 2024, of Raymond James to Busey’s board of directors as to the fairness to Busey, from a financial point of view, of the exchange ratio to be paid in the merger pursuant to the merger agreement, as more fully described below under “The Merger — Opinion of Busey’s Financial Advisor”;

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its review with Raymond James of the financial terms of the merger agreement and its review with Busey’s outside legal counsel of the material terms of the merger agreement, including the representations, covenants, deal protection and termination provisions, tax treatment and closing conditions;

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its expectation that the requisite regulatory approvals could be obtained in a timely fashion;

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the fact that Busey’s stockholders will have the opportunity to vote to approve the Busey merger proposal;

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the fact that eight (8) of thirteen (13) total directors of Busey following the merger will be current members of the Busey board of directors;

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the fact that Mr. Dukeman will serve as the Executive Chairman and Chief Executive Officer of Busey, Mr. Maddox will serve as President and Executive Vice Chairman of Busey and Rod Brenneman, current independent chairman of the CrossFirst board of directors, will serve as Lead Independent Director of the board of the combined company and the agreed governance arrangements pursuant to which Mr. Maddox will become Chief Executive Officer of Busey following the earlier of (i) the twelve (12)-month anniversary of the bank merger and (ii) the eighteen (18)-month anniversary of the effective time offers the opportunity provide both leadership continuity following the merger as well a succession plan for Mr. Dukeman;

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its view that Busey will continue to have a strong, deep leadership team and that the addition of certain members of CrossFirst’s management team, including Mr. Maddox as President and Executive Vice Chairman and Chief Executive Officer of Busey Bank, will bring complementary expertise to drive enhanced operational performance, strategic growth and allow Busey to fully realize the benefits of the transaction;

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the fact that Busey Bank’s current main office and headquarters in Champaign, Illinois will remain the main office and headquarters for Busey Bank;

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the fact that the Busey bylaws will be amended to preserve certain corporate governance arrangements (including the allocation of directors between Busey and CrossFirst) for a period of at least three (3) years following the closing of the merger; and

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Busey’s and CrossFirst’s past records of integrating many acquisitions and of realizing expected financial and other benefits of such acquisitions and the strength of their respective management teams and infrastructure, which can be leveraged to successfully complete the integration process.

The Busey board of directors also considered the potential risks related to the merger. The board concluded that the anticipated benefits of the merger were likely to outweigh these risks substantially. These potential risks included:

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the possibility that the anticipated benefits of the merger will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of general economic and market conditions and competitive factors in the areas where Busey and CrossFirst operate businesses;

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the costs to be incurred in connection with the merger and the integration of CrossFirst’s business into Busey’s and the possibility that the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

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the possibility that the anticipated pro forma impact of the merger on Busey will not be realized when expected or at all as a result of unexpected changes in financial market or economic conditions, including as a result of sustained market volatility or significant changes in interest rates;

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the impact of anticipated purchase accounting adjustments, including to reflect the loans and leases that will be acquired from CrossFirst at a preliminary estimate of their fair value, on the anticipated pro forma tangible book value and regulatory capital levels of Busey and Busey Bank;

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the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

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the possibility of encountering difficulties in successfully integrating the businesses, operations and organizational cultures of Busey and CrossFirst;

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the risk of losing key Busey or CrossFirst employees during the pendency of the merger and following the closing;

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the possible diversion of management focus and resources from the operation of Busey’s business while working to implement the proposed transaction and integrate the two companies;

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the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Busey common stock or CrossFirst common stock, the value of the shares of Busey common stock to be issued to CrossFirst stockholders upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

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the risk that the regulatory and other approvals required in connection with the merger and the bank merger may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of Busey following the completion of the merger and the bank merger;

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the ownership dilution caused by Busey’s issuance of additional shares of Busey common stock in connection with the merger;

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the other numerous risks and uncertainties that could adversely affect Busey’s and CrossFirst’s respective operating performance and financial results;

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the potential for legal claims challenging the merger; and

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the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Busey board of directors is not intended to be exhaustive, but includes the material factors considered by the Busey board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Busey board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, including discussions with, and questioning of, Busey’s management and Busey’s independent financial and legal advisors, and overall considered the factors to support its determination.

For the reasons set forth above, the Busey board of directors determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger, the bank merger (on behalf of Busey as the sole stockholder of Busey Bank), the Busey articles amendment and the Busey stock issuance) are in the best interests of Busey and its stockholders.

Certain of Busey’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of Busey’s stockholders generally, as discussed under the caption “The Merger — Interests of Certain Busey Directors and Executive Officers in the Merger,” below. The Busey board

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of directors was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to Busey stockholders.

It should be noted that this explanation of the reasoning of the Busey board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 29.

For the reasons set forth above, the Busey board of directors unanimously recommends that the Busey stockholders vote “FOR” the Busey merger proposal and “FOR” the other proposals to be considered at the Busey special meeting.

Opinion of Busey’s Financial Advisor

Busey retained Raymond James as its financial advisor because it is a globally recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to that engagement, the Busey board of directors requested that Raymond James evaluate and deliver an opinion regarding the fairness to Busey, from a financial point of view, of the exchange ratio to be paid in the merger pursuant to the merger agreement.

On August 26, 2024, representatives of Raymond James rendered Raymond James’s opinion to the Busey board of directors (solely in its members’ capacity as directors), that, as of such date, the exchange ratio to be paid by Busey in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement was fair, from a financial point of view, to Busey, based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated August 26, 2024, is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein. Any summary of the opinion of Raymond James set forth in this document is qualified in its entirety by reference to the full text of such written opinion. Busey stockholders are urged to read the entire opinion carefully and in its entirety in connection with their consideration of the exchange ratio. Raymond James’s opinion speaks only as of the date of such opinion and does not reflect any developments that may occur or have occurred after the date of its opinion and prior to the completion of the merger.

Raymond James provided its opinion for the information of the Busey board of directors (solely in its capacity as such) in connection with, and for the purposes of, the Busey board of directors’ consideration of the exchange ratio to be paid in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement, and Raymond James’s opinion addressed only whether the exchange ratio to be paid in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement was fair to Busey, from a financial point of view, as of the date of the opinion. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion did not constitute a recommendation to the Busey board of directors or to any Busey or CrossFirst stockholder as to how the Busey board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James reviewed, analyzed and relied upon information bearing upon the financial and operating condition of Busey and CrossFirst. Raymond James, among other things:

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reviewed the financial terms and conditions as stated in the draft of the merger agreement dated as of August 25, 2024;

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reviewed certain information related to the historical financial condition and prospects of CrossFirst and Busey, as made available to Raymond James by or on behalf of Busey, including, but not limited to, (i) financial projections for CrossFirst for the periods ending September 30, 2024 and December 31, 2024 through 2029, prepared by management of Busey based on analyst consensus estimates and CrossFirst’s long-term growth rates and used with the consent of the board of directors for use by Raymond James (the “Target Projections”), (ii) financial projections for Busey for the periods ended September 30, 2024 and December 31, 2024 through 2029, prepared by management of Busey based on analyst consensus estimates and Busey’s long-term growth rates, and used with the consent of the board of directors for use by Raymond James (together with the Target Projections, the “Projections”) and (iii) certain forecasts and estimates of potential cost savings, transaction expenses, operating efficiencies, revenue effects, fair market value adjustments and other synergies expected to result from the merger, as prepared by the management of Busey (the “merger adjustments”);

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reviewed CrossFirst’s and Busey’s audited financial statements for the years ended December 31, 2023, 2022, and 2021 and unaudited financial statements for the six (6)-month period ended June 30, 2024, as they appear in their respective filings with the Securities and Exchange Commission;

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reviewed CrossFirst’s and Busey’s recent public filings and certain other publicly available information regarding CrossFirst and Busey;

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reviewed the financial and operating performance of CrossFirst and Busey and those of other selected public companies that Raymond James deemed to be relevant;

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considered certain publicly available financial terms of certain transactions Raymond James deemed to be relevant;

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reviewed the current and historical market prices for CrossFirst’s and Busey’s common stock, and the current market prices of the publicly traded securities of certain other companies that Raymond James deemed to be relevant;

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conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate;

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received written confirmation addressed to Raymond James from a member of senior management of Busey regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) of Busey and CrossFirst provided to, or discussed with, Raymond James by or on behalf of Busey; and

•

discussed with members of the senior management of Busey certain information relating to the aforementioned and any other matters that Raymond James deemed relevant to its inquiry, including, but not limited to, the past and current business operations of CrossFirst and Busey and the financial condition and future prospects and operations of CrossFirst and Busey.

With Busey’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Busey or CrossFirst or otherwise reviewed by or discussed with Raymond James, and Raymond James undertook no duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which Busey or CrossFirst is a party or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Busey or CrossFirst is a party or may be subject. With Busey’s consent, the Raymond James opinion made no assumption concerning, and therefore did not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James has not made or obtained an independent appraisal of the assets or liabilities (contingent or otherwise) of CrossFirst. Raymond James is not an expert in GAAP in general and also specifically regarding the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowance for credit losses or any other reserves; accordingly, Raymond James assumed that such allowances and reserves are in the aggregate adequate to cover such losses. With Busey’s consent, Raymond James assumed that the Projections, the merger adjustments and such other information and data relating to CrossFirst and Busey provided to or otherwise reviewed by or discussed with Raymond James had been

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reasonably prepared in good faith on bases reflecting analyst consensus estimates and the best currently available estimates and judgments of the management of Busey, and Raymond James relied upon Busey to advise it promptly if any information previously provided became inaccurate, misleading or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Projections or merger adjustments, or the assumptions on which they are based. Raymond James assumed that the final form of the merger agreement would be substantially similar to the draft dated August 25, 2024, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to Raymond James’s analysis, that the representations and warranties of each party contained in the merger agreement are true and correct and that each such party will perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger, CrossFirst or Busey that would be material to Raymond James’s analyses or its opinion.

Raymond James’s opinion was based upon market, economic, financial and other circumstances and conditions existing and disclosed to Raymond James as of August 25, 2024. The credit, financial and stock markets have been experiencing unusual volatility (arising from factors related to, among other things, general economic conditions, geopolitical and economic uncertainty, and inflation), and Raymond James expressed no opinion or view as to any potential effects of such volatility on the merger, Busey, or CrossFirst. Although subsequent developments may occur, Raymond James is under no obligation to update, revise or reaffirm its analyses or its opinion. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of CrossFirst since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to Raymond James’s analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger or the availability or advisability of any alternatives to the merger. Raymond James provided advice to Busey with respect to the proposed merger. Raymond James did not, however, recommend any specific amount of consideration or advise that any specific consideration constituted the only appropriate consideration for the merger. The opinion of Raymond James did not express any opinion as to the likely trading range of Busey’s stock following the merger, which has varied or may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Busey at that time. The opinion of Raymond James is limited to the fairness, from a financial point of view, of the exchange ratio to be paid by Busey in the merger pursuant to the merger agreement.

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Busey board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Raymond James relied, with the consent of Busey, on the fact that Busey has been assisted by legal, accounting and tax advisors and, with the consent of Busey, relied upon and assumed the accuracy and completeness of the assessments by Busey and its advisors as to all legal, accounting and tax matters with respect to Busey, CrossFirst and the merger, including, without limitation, that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

In formulating its opinion, Raymond James considered only what Raymond James understood to be the exchange ratio to be paid by Busey in the merger, other than for shares of common stock of CrossFirst owned by CrossFirst as treasury stock or owned by CrossFirst or Busey (subject to certain exclusions set forth in the merger agreement), pursuant to the merger agreement, and Raymond James did not consider and its opinion did not address the fairness of the amount or nature of any compensation to be paid or payable to any

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person or entity (including any of CrossFirst’s officers, directors or employees) or class of any persons and/or entities, whether relative to the consideration to be paid by Busey or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the fairness of the merger to the holders of any class of securities, creditors, or other constituencies of Busey or CrossFirst, or to any other party, except and only to the extent expressly set forth in the last sentence of Raymond James’s opinion or (ii) the fairness of the merger to any one (1) class or group of Busey’s, CrossFirst’s or any other party’s security holders or other constituencies vis-à-vis any other class or group of Busey’s, CrossFirst’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Busey or CrossFirst or the ability of Busey or CrossFirst to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the Busey board of directors on August 26, 2024, which analyses were considered by Raymond James in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to Busey, CrossFirst or the contemplated merger.

Contribution Analysis. Raymond James analyzed the relative contribution of Busey and CrossFirst to certain financial and operating metrics for the pro forma combined company resulting from the merger. The financial and operating metrics included: (i) total assets; (ii) total gross loans; (iii) total deposits; (iv) total core deposits (defined as total deposits less time deposits greater than $100,000); (v) tangible common equity; (vi) core net income for the last twelve (12) months (“LTM”) ended June 30, 2024 as calculated by S&P Capital IQ Pro; (vii) estimated calendar year 2024 net income; and (viii) estimated calendar year 2025 net income. Metrics (i) – (v) above were as of June 30, 2024. The relative contribution analysis did not give effect to the merger adjustments. The results of this analysis are summarized below:

	Relative Contribution				Implied Exchange Ratio
	Busey		CrossFirst		Implied Exchange Ratio
Total Assets		61.0%		39.0%	0.74x
Total Gross Loans		55.8%		44.2%	0.91x
Total Deposits		59.7%		40.3%	0.78x
Total Core Deposits		60.8%		39.2%	0.74x
Tangible Common Equity		58.2%		41.8%	0.83x
LTM Core Net Income		60.9%		39.1%	0.74x
2024E Net Income		60.6%		39.4%	0.75x
2025E Net Income		63.1%		36.9%	0.67x
Exchange Ratio in the Merger					0.6675x

Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of Busey and CrossFirst based on the Projections. Consistent with the periods included in the Projections, Raymond James used calendar year 2028 as the final year for the analysis and applied forward multiples, ranging from 10.5x to 13.5x for both Busey and CrossFirst, to calendar year 2029 adjusted net income in order to derive a range of terminal values for Busey and CrossFirst. For both Busey and CrossFirst, Raymond James assumed discount rates ranging from 9% to 13%. Raymond James arrived at its discount rate ranges by using the Modified CAPM (Capital Asset Pricing Model) methodology as presented in the U.S. Cost of Capital Navigator by Kroll, LLC. Raymond James reviewed the ranges of implied per share values indicated by the discounted cash flow analysis for each of Busey and CrossFirst and calculated a range of implied exchange ratios by dividing the maximum implied per share value of CrossFirst common stock by the minimum implied per share value of Busey common stock to calculate the maximum implied exchange ratio, and by dividing the minimum implied per share value of CrossFirst common stock by the maximum implied per share value of Busey common stock to calculate the minimum implied exchange ratio. The merger adjustments were

TABLE OF CONTENTS

not included in this discounted cash flow analysis. Please see below for a discounted cash flow analysis including the merger adjustments. The results of the discounted cash flow analysis are summarized in the table below:

Implied per Share Value

Busey

CrossFirst

Implied exchange ratio

Low

High

Low

High

Low/High

High/Low

Price per Share

22.78

29.39

14.90

20.48

0.51x

0.90x

Exchange Ratio in the Merger

0.6675x

Selected Companies Analysis. Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed relevant for this analysis. The selected groups represent companies Raymond James believed relevant to each of Busey and CrossFirst. For Busey, Raymond James analyzed the relative valuation multiples of eleven (11) publicly traded depository institutions that satisfied the following criteria: (i) traded over Nasdaq, the New York Stock Exchange (“NYSE”), or NYSE American stock exchanges; (ii) headquartered in the Midwest region of the United States, which includes the states of Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, West Virginia, and Wisconsin; (iii) had total assets between $8.0 billion and $20.0 billion; and (iv) had LTM core return on average assets greater than 0.50% as calculated by S&P Capital IQ Pro. This group excluded (i) companies that were targets of announced mergers and acquisitions; and (ii) Merchants Bancorp due to its differentiated business model. For CrossFirst, Raymond James analyzed the relative valuation multiples of seventeen (17) publicly traded depository institutions that satisfied the following criteria: (i) traded over Nasdaq, the NYSE, or NYSE American stock exchanges; (ii) headquartered in the Midwest or Southwest regions of the United States, which together include the states of Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Missouri, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, South Dakota, Texas, Utah, West Virginia, and Wisconsin; (iii) had total assets between $6.0 billion and $10.0 billion; and (iv) had LTM core return on average assets greater than 0.50% as calculated by S&P Capital IQ Pro. This group excluded (i) companies that were targets of announced mergers and acquisitions; (ii) Pathward Financial, Inc. due to its differentiated business model; (iii) Republic Bancorp Inc. due to its dual-class share structure, and (iv) FirstSun Capital Bancorp due to its pending merger with HomeStreet, Inc.

Information for the comparable institutions was based on the most recently available balance sheet and income statement data and on a consolidated basis where available, or otherwise on bank-level data. The selected companies (and respective valuation metrics) that Raymond James deemed relevant included the following:

Selected Companies for Busey

Price /
TBVPS

Price / LTM
Core EPS

Price / 2024E
EPS

Price 2025E /
EPS

First Merchants Corporation

154%

9.9x

11.6x

10.8x

First Financial Bancorp.

204%

8.5x

10.6x

10.7x

Enterprise Financial Services Corp

151%

8.6x

11.4x

11.6x

Northwest Bancshares, Inc.

150%

10.3x

13.5x

13.2x

Park National Corporation

279%

16.1x

19.6x

21.9x

Byline Bancorp, Inc.

154%

8.0x

10.3x

10.7x

Peoples Bancorp Inc.

168%

7.6x

9.6x

9.8x

1st Source Corporation

156%

10.2x

11.5x

11.9x

QCR Holdings, Inc.

164%

8.9x

12.0x

11.7x

Nicolet Bankshares, Inc.

214%

11.1x

13.5x

13.4x

Stock Yards Bancorp, Inc.

260%

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