First Busey Corp美股招股说明书(2025-05-15版)

8,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of8.25% Fixed-Rate SeriesB Non-Cumulative Perpetual Preferred Stock We are offering to sell 8,000,000 depositary shares, each representing a 1/40th ownership interest in a share of our 8.25% Fixed-Rate SeriesB Non-Cumulative Perpetual Preferred Stock, $0.001 par value, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) of First BuseyCorporation, which we refer to as the “SeriesB preferred stock.” The depositary shares are represented by depositary receipts. Holders of depositary shares areentitled to all proportional rights and preferences of the SeriesB preferred stock, including dividend, voting, redemption and liquidation rights. You mustexercise such rights through the depositary. Dividends on the SeriesB preferred stock will not be cumulative or mandatory. If our board of directors does not declare a dividend on the SeriesBpreferred stock or if our board of directors authorizes and we declare less than a full dividend in respect of any Dividend Period (as defined herein), we will haveno obligation to pay a dividend or to pay full dividends for that Dividend Period at any time, whether or not dividends on the SeriesB preferred stock or anyother class or series of our preferred stock or common stock are declared for any future Dividend Period. We will pay dividends on the SeriesB preferred stock, when, as, and if declared by our board of directors. Dividends will be payable from the originaldate of issuance at a rate of 8.25% per annum, payable quarterly in arrears, on March1, June1, September1 and December1 of each year, beginning onSeptember1, 2025. Upon payment of any dividend on the SeriesB preferred stock, holders of depositary shares are expected to receive such dividends inproportion to their investment in the depositary shares representing such SeriesB preferred stock. We may redeem the SeriesB preferred stock at our option, subject to regulatory approval, at a redemption price equal to $1,000 per share (equivalent to$25 per depositary share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the redemption date, (i)inwhole or in part, from time to time, on any Dividend Payment Date (as defined herein) on or after June1, 2030 or (ii)in whole, but not in part, at any timewithin 90days following a Regulatory Capital Treatment Event (as defined herein). If we redeem the SeriesB preferred stock, the depository shall redeem aproportionate number of depositary shares. The SeriesB preferred stock will rank (i)senior to our common stock, (ii)equally with our SeriesA Non-Cumulative Perpetual Preferred Stock, $0.001par value, liquidation preference of $1,000 per share, which we refer to as the “SeriesA preferred stock” and together with the SeriesB preferred stock, the“Preferred Stock,” and (iii)at least equally with each other series of our preferred stock we may issue (except for any senior series that may be issued with therequisite consent of the holders of the Preferred Stock and all other parity stock), with respect to the payment of dividends and rights (including redemptionpayments) upon liquidation, dissolution or winding up. The SeriesB preferred stock does not have any voting rights, except as set forth under “Description of SeriesB Preferred Stock — Voting Rights” on pageS-21. A holder of depositary shares is entitled to direct the depositary to vote in such circumstances. See “Description of Depositary Shares — Voting theSeriesB Preferred Stock” on pageS-25. Prior to this offering, there has been no public market for the depositary shares. We intend to apply to list the depositary shares on the Nasdaq GlobalSelect Market under the symbol “BUSEP.” If the application is approved, we expect trading of the depositary shares on the Nasdaq Global Select Market tobegin within the 30-day period after the initial delivery of the depositary shares. Investing in the depositary shares involves risks. See “Risk Factors” beginning on pageS-8and under the headings “Item1A. Risk Factors” in our AnnualReport on Form 10-K for the year ended December31, 2024 for a discussion of certain risks that you should consider in connection with an investment in thedepositary shares. Public offeringpriceUnderwritingdiscountProceeds to us(before expenses)Per depositary share$25.00$0.7875$24.2125Total$200,000,000$6,300,000$193,700,000(1) (1)Assumes no exercise of the underwriters’ overallotment option, described below. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The depositary shares are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or g