Issuer:

First Busey Corporation (the “Company”)

Security:

5.25% Fixed to Floating Rate Subordinated Notes due 2030 (the “Notes”)

Aggregate

Principal Amount:

$125,000,000

Ratings:

BBB by Kroll Bond Rating Agency, Inc.

A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

Trade Date:

May 28, 2020

Settlement Date:

June 1, 2020 (T+2)

Final Maturity Date (if not previously redeemed):

June 1, 2030

Coupon:

From and including the Settlement Date to, but excluding, June 1, 2025, or the date of earlier redemption (the “fixed rate period”), 5.25% per annum, payable semiannually in arrears.  From and including June 1, 2025 to, but excluding, the Final Maturity Date or the date of earlier redemption (the “floating rate period”), a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) (each as defined in the prospectus supplement under “Description of Subordinated Notes — Payment of Principal and Interest”), plus a spread of 511 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears; provided, however, that if the Benchmark rate is less than zero per annum, the Benchmark rate shall be deemed to be zero.

Interest Payment Dates:

Fixed rate period: June 1 and December 1 of each year, commencing on December 1, 2020. The last interest payment date for the fixed rate period will be June 1, 2025.

Floating rate period: March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2025.

Record Dates:

The 15th calendar day immediately preceding the applicable interest payment date.

Day Count Convention:

Fixed rate period: 30/360.

Floating rate period: 360-day year and the actual number of days elapsed.

Redemption:

The Company may, at its option, beginning on June 1, 2025 and on each interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under applicable laws and regulations, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

The Company may redeem the Notes, in whole but not in part, at any time, including prior to June 1, 2025, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, if (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 Capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest thereon to, but excluding, the date of redemption.

Denominations:

$1,000 minimum denominations and $1,000 integral multiples thereof.

Use of Proceeds:

The Company intends to use the net proceeds from this Offering for general corporate purposes.

Price to Public:

100.00%

Underwriters’ Discount:

1.48% of principal amount

Proceeds to Issuer (after underwriters’ discount, but before expenses):

$123,149,750

Ranking:

The Notes will be general unsecured, subordinated obligations of the Company and:

·                  will rank junior in right of payment and upon the Company’s liquidation to any of the Company’s existing and all future senior indebtedness (as defined in the indenture pursuant to which the Notes will be issued and described under “Description of the Subordinated Notes” in the preliminary prospectus supplement); including the $40.0 million aggregate principal amount of its 3.75% Senior Notes due May 25, 2022 and the $20.0 million aggregate amount of indebtedness outstanding through the Company’s credit facility with U.S. Bank National Association;

·                  will rank equal in right of payment and upon the Company’s liquidation with any of the Company’s existing and all of its future indebtedness the terms of

which provide that such indebtedness ranks equally with the Notes, including the $60.0 million aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due May 25, 2027;

·                  will rank senior in right of payment and upon the Company’s liquidation to any of its existing and all of its future indebtedness the terms of which provide that such indebtedness ranks junior in right of payment to indebtedness such as the Notes, including the $71.3 million aggregate principal amount of the Company’s junior subordinated debentures;

·                  will be effectively subordinated to the Company’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the existing and future indebtedness of the Company’s subsidiaries, including without limitation depositors of Busey Bank, liabilities to general creditors and liabilities arising in the ordinary course of business or otherwise.

As of March 31, 2020, the Company’s subsidiaries had outstanding indebtedness, total deposits and other liabilities of approximately $8.3 billion, excluding intercompany liabilities, to which the Notes will be structurally subordinated.

CUSIP/ISIN:

319383 AD7 / US319383AD71

Bookrunners:

Piper Sandler & Co., Stephens Inc., Janney Montgomery Scott LLC