191 added · 185 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Pre-Provision Net Revenue and Related Measures Years Ended December 31, (dollars in thousands) 2025 2024 2023 Net interest income (GAAP) $ 569,609 $ 322,611 $ 320,621 Total noninterest income (GAAP) 149,975 139,682 121,214 Net security (gains) losses (GAAP) 10,726 6,102 2,199 Total noninterest expense (GAAP) 1 (480,201) (301,494) (285,071) Pre-provision net revenue (Non-GAAP) [a] 250,109 166,901 158,963 Acquisition and restructuring (income) expenses, excluding initial provision expenses 54,693 8,140 4,328 Amortization of New Markets Tax Credits — — 8,999 Realized net (gains) losses on the sale of mortgage service rights — (7,724) — Adjusted pre-provision net revenue (Non-GAAP) [b] $ 304,802 $ 167,317 $ 172,290 Average total assets [c] $ 17,729,887 $ 12,051,871 $ 12,246,218 Pre-provision net revenue to average total assets (Non-GAAP) [a÷c] 1.41 % 1.38 % 1.30 % Adjusted pre-provision net revenue to average total assets (Non-GAAP) [b÷c] 1.72 % 1.39 % 1.41 % ___________________________________________ 1.
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Adjusted Net Income, Average Tangible Common Equity, and Related Ratios Years Ended December 31, (dollars in thousands, except per share amounts) 2025 2024 2023 Net income (GAAP) [a] $ 135,262 $ 113,691 $ 122,565 Day 2 provision for credit losses 1 45,572 — — Adjustment of initial provision for unfunded commitments due to adoption of new model 2 4,030 — — Other acquisition (income) expenses 54,736 6,901 357 Restructuring expenses (43) 1,239 3,971 Realized net (gains) losses on the sale of mortgage servicing rights — (7,724) — Net securities (gains) losses 10,726 6,102 2,199 Related tax (benefit) expense 3 (30,228) (1,622) (1,329) Non-recurring deferred tax adjustment 4 4,919 1,446 — Adjusted net income (Non-GAAP) 5 [b] 224,974 120,033 127,763 Preferred dividends [c] 9,876 — — Adjusted net income available to common stockholders (Non-GAAP) [d] $ 215,098 $ 120,033 $ 127,763 Weighted average number of common shares outstanding, diluted (GAAP) [e] 85,133,626 57,543,001 56,256,148 Diluted earnings per common share (GAAP) [(a-c)÷e] $ 1.47 $ 1.98 $ 2.18 Adjusted diluted earnings per common share (Non-GAAP) [d÷e] $ 2.53 $ 2.09 $ 2.27 Average total assets [f] $ 17,729,887 $ 12,051,871 $ 12,246,218 Return on average assets (Non-GAAP) [a÷f] 0.76 % 0.94 % 1.00 % Adjusted return on average assets (Non-GAAP) 5 [b÷f] 1.27 % 1.00 % 1.04 % Average common equity $ 2,145,484 $ 1,342,424 $ 1,197,511 Average goodwill and other intangible assets, net (469,187) (366,601) (359,347) Average tangible common equity (Non-GAAP) [g] $ 1,676,297 $ 975,823 $ 838,164 Return on average tangible common equity (Non-GAAP) [(a-c)÷g] 7.48 % 11.65 % 14.62 % Adjusted return on average tangible common equity (Non-GAAP) [d÷g] 12.83 % 12.30 % 15.24 % ___________________________________________ 1.
In the second quarter of 2025, Busey recorded an adjustment to the initial provision for unfunded commitments for CrossFirst acquisition-date balances based on revised estimates resulting from implementation of a new Current Expected Credit Losses model. 3.
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, and Efficiency Ratios Years Ended December 31, (dollars in thousands) 2025 2024 2023 Net interest income (GAAP) [a] $ 569,609 $ 322,611 $ 320,621 Tax-equivalent adjustment 1 2,976 1,693 2,173 Tax-equivalent net interest income (Non-GAAP) [b] 572,585 324,304 322,794 Total noninterest income (GAAP) 149,975 139,682 121,214 Net security (gains) losses 10,726 6,102 2,199 Noninterest income excluding net securities gains and losses (Non-GAAP) [c] 160,701 145,784 123,413 Acquisition and restructuring (gain) loss 44 — — Realized net (gains) losses on the sale of mortgage service rights — (7,724) — Adjusted noninterest income (Non-GAAP) [d] $ 160,745 $ 138,060 $ 123,413 Tax-equivalent revenue (Non-GAAP) [e = b+c] $ 733,286 $ 470,088 $ 446,207 Adjusted tax-equivalent revenue (Non-GAAP) [f = b+d] 733,330 462,364 446,207 Operating revenue (Non-GAAP) [g = a+d] 730,354 460,671 444,034 Adjusted noninterest income to operating revenue (Non-GAAP) [d÷g] 22.01 % 29.97 % 27.79 % Total noninterest expense (GAAP) 2 $ 480,201 $ 301,494 $ 285,071 Amortization of intangible assets (16,614) (10,057) (10,432) Noninterest expense excluding amortization of intangible assets (Non-GAAP) 2 [h] 463,587 291,437 274,639 Acquisition and restructuring (income) expenses, excluding initial provision expenses (54,649) (8,140) (4,328) Amortization of New Markets Tax Credits — — (8,999) Adjusted noninterest expense (Non-GAAP) 2 [i] $ 408,938 $ 283,297 $ 261,312 Efficiency ratio (Non-GAAP) 2 [h÷e] 63.22 % 62.00 % 61.55 % Adjusted efficiency ratio (Non-GAAP) 2 [i÷f] 55.76 % 61.27 % 58.56 % ___________________________________________ 1.
Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible compensation and acquisition-related expenses.
The CRE Guidance does not establish binding limits on CRE lending activities, but rather is intended to inform supervisory assessments of whether an institution’s risk profile, earnings capacity, and capital levels are commensurate with its CRE exposure.
The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Consolidated Statement s of Income . 2.
These factors include, but are not limited to, the following: 1. the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures, the threat or implementation of tariffs, trade wars, and changes to immigration policy); 2. changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey's general business); 3. the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, military conflicts, acts of war or threats thereof, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine, the conflicts in the Middle East, and recent military activity in Venezuela); 4. unexpected results of acquisitions, including the acquisition of CrossFirst, which may include the failure to realize the anticipated benefits of the acquisitions and the possibility that the transaction and integration costs may be greater than anticipated; 5. the imposition of tariffs or other governmental policies impacting the value of products produced by Busey's commercial borrowers; 6. new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the FASB, the SEC, or the PCAOB; 7. changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); 8. increased competition in the financial services sector (including from non-bank competitors such as credit unions, private credit, and fintech companies) and the inability to attract new customers; 9. technological changes implemented by us and other parties, including our third-party vendors, which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; 10. the loss of key executives or associates, talent shortages, and employee turnover; 11. unexpected outcomes and costs of existing or new litigation, investigations, or other legal proceedings, inquiries, and regulatory actions involving Busey (including with respect to Busey’s Illinois franchise taxes); 12. fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates;
The banking regulatory environment is a complex mix of increased deferment to local regulatory authorities relative to international rulemaking, adapting to digital innovation (e.g., AI, digital assets, etc.), and potential easing of federal regulatory oversight.
In the event of default, foreclosure prior to or at completion may not result in full recovery of principal, interest, or associated foreclosure and holding costs, and Busey may be required to advance additional funds to complete the project or retain the property for an extended period.
Failure to maintain capital ratios at levels sufficient to be considered “well‑capitalized” for regulatory purposes could negatively affect customer confidence, constrain growth opportunities, increase funding costs, raise FDIC insurance premiums, restrict the ability to pay dividends, limit acquisition capacity, and otherwise adversely affect business operations.
Failure to effectively adopt, integrate, or govern new technologies—including generative AI—may impair Busey’s ability to attract and retain customers, compete with technologically advanced financial firms, or achieve anticipated efficiencies.
No longer disclosed
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Pre-Provision Net Revenue and Related Measures (dollars in thousands) Years Ended December 31, 2024 2023 2022 Net interest income (GAAP) $ 322,611 $ 320,621 $ 323,628 Total noninterest income (GAAP) 139,682 121,214 126,613 Net security (gains) losses (GAAP) 6,102 2,199 2,133 Total noninterest expense (GAAP) (300,399) (285,532) (283,881) Pre-provision net revenue (Non-GAAP) [a] 167,996 158,502 168,493 Acquisition and restructuring expenses 8,140 4,328 4,537 Provision for unfunded commitments (1,095) 461 61 Amortization of New Markets Tax Credit — 8,999 6,333 Realized (gain) loss on the sale of mortgage service rights (7,724) — — Adjusted pre-provision net revenue (Non-GAAP) [b] $ 167,317 $ 172,290 $ 179,424 Average total assets (GAAP) [c] $ 12,051,871 $ 12,246,218 $ 12,492,948 Pre-provision net revenue to average total assets (Non-GAAP) [a÷c] 1.39 % 1.29 % 1.35 % Adjusted pre-provision net revenue to average total assets (Non-GAAP) [b÷c] 1.39 % 1.41 % 1.44 % First Busey Corporation (BUSE) | 2024 — 27 Table of Contents Contents of Item 1.
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Adjusted Net Income, Average Tangible Common Equity, and Related Ratios (dollars in thousands, except per share amounts) Years Ended December 31, 2024 2023 2022 Net income (GAAP) [a] $ 113,691 $ 122,565 $ 128,311 Acquisition expenses: Salaries, wages, and employee benefits 1,457 — 587 Data processing 548 — 214 Professional fees, occupancy, furniture and fixtures, and other 4,896 357 258 Acquisition expenses 6,901 357 1,059 Restructuring expenses: Salaries, wages, and employee benefits 123 3,760 2,409 Loss on leases or fixed asset impairment — — 986 Professional fees, occupancy, furniture and fixtures, and other 1,116 211 83 Restructuring expenses 1,239 3,971 3,478 Acquisition and restructuring expenses 8,140 4,328 4,537 Related tax benefit 1 (2,026) (881) (938) Adjusted net income (Non-GAAP) [b] $ 119,805 $ 126,012 $ 131,910 Weighted average number of common shares outstanding, diluted (GAAP) [c] 57,543,001 56,256,148 56,137,164 Diluted earnings per common share (GAAP) [a÷c] $ 1.98 $ 2.18 $ 2.29 Adjusted diluted earnings per common share (Non-GAAP) [b÷c] 2.08 2.24 2.35 Average total assets (GAAP) [d] $ 12,051,871 $ 12,246,218 $ 12,492,948 Return on average assets (GAAP) [a÷d] 0.94 % 1.00 % 1.03 % Adjusted return on average assets (Non-GAAP) [b÷d] 0.99 % 1.03 % 1.06 % Average common equity (GAAP) $ 1,342,424 $ 1,197,511 $ 1,195,171 Average goodwill and other intangible assets, net (366,601) (359,347) (370,424) Average tangible common equity (Non-GAAP) [e] $ 975,823 $ 838,164 $ 824,747 Return on average tangible common equity (Non-GAAP) [a÷e] 11.65 % 14.62 % 15.56 % Adjusted return on average tangible common equity (Non-GAAP) [b÷e] 12.28 % 15.03 % 15.99 % ___________________________________________ 1.
Business RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Adjusted Core Expense, and Efficiency Ratios (dollars in thousands) Years Ended December 31, 2024 2023 2022 Net interest income (GAAP) [a] $ 322,611 $ 320,621 $ 323,628 Tax-equivalent adjustment 1 1,693 2,173 2,199 Tax-equivalent net interest income (Non-GAAP) [b] 324,304 322,794 325,827 Total noninterest income (GAAP) 139,682 121,214 126,613 Net security (gains) losses (GAAP) 6,102 2,199 2,133 Noninterest income excluding net securities gains and losses (Non-GAAP) [c] 145,784 123,413 128,746 Realized net (gains) losses on the sale of mortgage servicing rights (GAAP) (7,724) — — Adjusted noninterest income (Non-GAAP) [d] $ 138,060 $ 123,413 $ 128,746 Tax-equivalent revenue (Non-GAAP) [e = b+c] $ 470,088 $ 446,207 $ 454,573 Adjusted tax-equivalent revenue (Non-GAAP) [f = b+d] 462,364 446,207 454,573 Operating revenue (Non-GAAP) [g = a+d] 460,671 444,034 452,374 Adjusted noninterest income to operating revenue (Non-GAAP) [d÷g] 29.97 % 27.79 % 28.46 % Total noninterest expense (GAAP) $ 300,399 $ 285,532 $ 283,881 Amortization of intangible assets (GAAP) [h] (10,057) (10,432) (11,628) Noninterest expense excluding amortization of intangible assets (Non-GAAP) [i] 290,342 275,100 272,253 Acquisition and restructuring expenses (8,140) (4,328) (4,537) Adjusted noninterest expense (Non-GAAP) [j] 282,202 270,772 267,716 Provision for unfunded commitments 1,095 (461) (61) Amortization of New Markets Tax Credit — (8,999) (6,333) Adjusted core expense (Non-GAAP) [k] $ 283,297 $ 261,312 $ 261,322 Noninterest expense, excluding non-operating adjustments (Non-GAAP) [j-h] $ 292,259 $ 281,204 $ 279,344 Efficiency ratio (Non-GAAP) [i÷e] 61.76 % 61.65 % 59.89 % Adjusted efficiency ratio (Non-GAAP) [j÷f] 61.03 % 60.68 % 58.89 % Adjusted core efficiency ratio (Non-GAAP) [k÷f] 61.27 % 58.56 % 57.49 % ___________________________________________ 1.
(vii) revenues following the proposed transaction may be lower than expected; and (viii) stockholder litigation that could prevent or delay the closing of the proposed transaction or otherwise negatively impact Busey's business and operations; 2. the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures and supply chain constraints); 3. effects on the U.S. economy resulting from the implementation of policies proposed by the new presidential administration, including tariffs, mass deportations, and tax regulations; 4. 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 (including Russia’s invasion of Ukraine and the conflict in the Middle East); 5. changes in state and federal laws, regulations, and governmental policies concerning Busey's general business (including changes in response to the bank failures in 2023 or as a result of changes in policies implemented by the new presidential administration); 6. the imposition of tariffs or other governmental policies impacting the value of products produced by the Company's commercial borrowers; 7. new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the FASB, the SEC, or the PCAOB;
Tax benefits were calculated by multiplying acquisition expenses and other restructuring expenses by tax rates of 24.9%, 20.4%, and 20.7% for the years ended December 31, 2024, 2023, and 2022, respectively.
The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments.
The CRE Guidance does not limit banks’ levels of CRE lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their CRE concentrations.
However, occupant owned CRE loans generally benefit from the borrower’s vested interest in maintaining the property for their own business operations, which may reduce the risk of customer default. • Investor owned CRE: In contrast, investor owned CRE loans are primarily reliant on property cash flows generated by third-party tenants.
Construction, land acquisition, and development loans involve additional risks because funds are advanced upon the security of the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in declining real estate markets.
If Busey is forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that it will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs.
To realize anticipated benefits from a merger, Busey must successfully integrate an acquired company into its existing businesses, 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 client relationships or result in decreased revenues due to the loss of clients.
In addition, following a 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. • Financing Challenges: Acquisitions often require incurring debt or issuing new shares, thereby increasing Busey’s leverage and diminishing its liquidity.