First Busey (Nasdaq: BUSE) CEO exit leads to about $9M charge

Rhea-AI Filing Summary

First Busey Corporation reported that it furnished its earnings release and investor presentation for the quarter ended December 31, 2025 as exhibits, and announced significant leadership changes at its banking subsidiary.

The company entered into a separation agreement with former Busey Bank President and CEO Michael J. Maddox, who also resigned from Busey’s and the bank’s boards, effective January 27, 2026. Subject to a release of claims, he will receive cash severance of $4,363,333, his 2025 annual bonus based on actual performance, an additional cash payment of $4,175,559 tied to an unvested retention award, and up to $25,000 for outplacement expenses, and his unvested equity awards will fully vest at target. Busey expects a non-recurring pre-tax expense of approximately $9 million in the first quarter of 2026 related to amounts not previously accrued. The board reappointed CEO Van A. Dukeman as President of Busey and CEO of Busey Bank and named T. Anthony Hammond President of the bank.

Positive

• None.

Negative

• Non-recurring expense pressure: Busey expects an approximately $9 million non-recurring pre-tax expense in Q1 2026 related to separation payments and benefits that were not previously accrued, which will reduce near-term reported earnings.
• Leadership transition at the bank: The separation of Michael J. Maddox as President and CEO of Busey Bank and his board resignations introduce executive turnover at the banking subsidiary, although existing leaders have been reassigned to key roles.

Insights

Banking equity analyst

First Busey faces a sizable one-time expense and key bank leadership turnover.

First Busey Corporation disclosed the separation of Michael J. Maddox, former President and Vice Chairman of Busey and President and CEO of Busey Bank, effective January 27, 2026. The agreement grants him cash severance of $4,363,333, a 2025 bonus based on actual performance, and $4,175,559 for unvested retention awards, plus outplacement support capped at $25,000, alongside full vesting of equity awards at target.

The company expects a non-recurring pre-tax expense of about $9 million in Q1 2026 tied to separation-related amounts that were not previously accrued. This one-time charge could weigh on near-term reported earnings, even though it does not represent an ongoing cost. Maddox remains bound by non-competition, non-solicitation, and non-disclosure covenants, which may help protect relationships and confidential information.

Governance-wise, continuity is partially maintained as the board reappointed CEO Van A. Dukeman as President of Busey and CEO of Busey Bank and elevated T. Anthony Hammond to President of the bank. Future company filings and earnings materials for periods after Q1 2026 will show how the one-time expense and leadership changes interact with operating performance.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 27, 2026

__________________________________________

First Busey Corporation

(Exact name of Registrant as specified in its charter)

__________________________________________

Nevada			0-15950			37-1078406
(State of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			11440 Tomahawk Creek Parkway Leawood, Kansas 66211
(Address of Principal Executive Offices)
			(217) 365-4544
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

BUSE

Nasdaq Stock Market LLC

Depositary Shares, each representing a 1/40th interest in a share of 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.001 par value

BUSEP

Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On January 27, 2026, First Busey Corporation (“Busey”) issued a press release (“Earnings Release”) disclosing financial results for the quarter ended December 31, 2025. A copy of the Earnings Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Busey for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Michael J. Maddox

On January 27, 2026, Busey and Busey Bank (the “Bank”) entered into a letter agreement (the “Separation Letter”) with Michael J. Maddox, the former President and Vice Chairman of Busey and President and Chief Executive Officer of the Bank, confirming the separation of Mr. Maddox from his employment with Busey and its subsidiaries and resignation from Busey’s and the Bank’s Board of Directors, each effective January 27, 2026.

Under the terms of the Separation Letter, subject to the effectiveness of a release of claims, Mr. Maddox will receive (a) cash severance in the amount of $4,363,333, representing the base salary and annual bonuses he would have earned through the third anniversary of Busey’s acquisition of CrossFirst Bankshares, Inc. (“CrossFirst”), (b) his annual bonus for 2025, determined based on actual performance for the 2025 performance year, (c) a cash amount of $4,175,559, representing the unvested portion of his retention award granted pursuant to the letter agreement he entered into with Busey on August 26, 2024 in connection with Busey’s acquisition of CrossFirst, and (d) reimbursement of reasonable outplacement expenses, subject to a cap of $25,000. Mr. Maddox’s outstanding unvested equity awards will vest in full, with any performance-based vesting conditions deemed satisfied at target. In addition, Mr. Maddox continues to be bound by his post-employment non-competition, non-solicitation, and non-disclosure covenants and obligations under his employment agreement and letter agreement. Busey expects to incur a non-recurring pre-tax expense of approximately $9 million in the first quarter of 2026 in connection with the portion of such payments and benefits that were not previously accrued.

Appointment of Van A. Dukeman as President of Busey and Chief Executive Officer of the Bank and T. Anthony Hammond as President of the Bank

Effective January 27, 2026, the Board of Directors of Busey reappointed Van A. Dukeman, Busey’s Chief Executive Officer, as President of Busey and Chief Executive Officer of the Bank. Mr. Dukeman will also continue to serve in his current roles with Busey and the Bank. Also effective January 27, 2026, the Board of Directors of the Bank appointed T. Anthony Hammond, the Bank’s current President of Regional Banking, as President of the Bank.

Item 7.01    Regulation FD Disclosure.

On January 27, 2026, Busey published its Earnings Investor Presentation discussing financial results for the quarter ended December 31, 2025. A copy is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Busey for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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Item 9.01.    Financial Statements and Exhibits.

Exhibit Number						Description of Exhibit
99.1						Earnings Release issued by First Busey Corporation, dated, January 27, 2026
99.2						Earnings Investor Presentation issued by First Busey Corporation, dated January 27, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST BUSEY CORPORATION

Date:

January 27, 2026

By:

/s/ CHRISTOPHER H.M. CHAN

Christopher H.M. Chan

Executive Vice President, Chief Financial Officer

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FAQ

What did First Busey Corporation (BUSE) announce in this 8-K filing?

First Busey Corporation reported furnishing its Q4 2025 earnings release and investor presentation, disclosed the separation of bank CEO Michael J. Maddox with defined cash and equity benefits, and detailed related one-time expenses and leadership reassignments at Busey and Busey Bank.

How much severance and related cash will Michael J. Maddox receive from First Busey?

Subject to a release of claims, Michael J. Maddox will receive cash severance of $4,363,333, his 2025 annual bonus based on actual performance, and $4,175,559 representing the unvested portion of a retention award, plus up to $25,000 in reimbursed outplacement expenses.

What one-time expense does First Busey expect from the Maddox separation?

First Busey expects to incur an approximately $9 million non-recurring pre-tax expense in the first quarter of 2026. This relates to portions of Michael J. Maddox’s separation payments and benefits that were not previously accrued on the company’s financial statements.

Who will lead Busey and Busey Bank after Michael J. Maddox’s departure?

The board reappointed Van A. Dukeman, already Busey’s Chief Executive Officer, as President of Busey and Chief Executive Officer of Busey Bank. It also appointed T. Anthony Hammond, previously President of Regional Banking, as President of the bank, effective January 27, 2026.

How are Michael J. Maddox’s equity awards treated in the separation from First Busey?

Under the separation letter, all of Michael J. Maddox’s outstanding unvested equity awards will vest in full. Any performance-based vesting conditions tied to those awards will be treated as satisfied at target levels, enhancing the total value of his departure package.

Are Michael J. Maddox’s restrictive covenants with First Busey still in effect?

Yes. The filing states that Michael J. Maddox remains bound by his post-employment non-competition, non-solicitation, and non-disclosure covenants and obligations. These arise from his prior employment agreement and letter agreement with Busey and continue after his separation.

What exhibits did First Busey attach related to its Q4 2025 results?

First Busey attached an earnings release as Exhibit 99.1 and an Earnings Investor Presentation as Exhibit 99.2, both dated January 27, 2026. These documents discuss financial results for the quarter ended December 31, 2025 and are incorporated by reference but furnished, not filed.