[Form 4] First Busey Corporation Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), has filed a 424(b)(2) preliminary pricing supplement for Autocallable Contingent Coupon Equity-Linked Securities tied to Oracle Corporation (ORCL). The $1,000-denominated notes price on 17 Jul 2025, settle on 22 Jul 2025 and mature on 20 Jul 2028, unless redeemed earlier.

Coupon mechanics: Investors are eligible for a quarterly contingent coupon of at least 3.1375 % (≥ 12.55 % p.a.) if, on any valuation date, Oracle’s closing price is ≥ 65 % of the initial price (the “coupon barrier”). Missed coupons may be “made whole” on a later date if the barrier is subsequently met.

Autocall feature: Starting 20 Jan 2026 and on nine subsequent quarterly dates, the notes will be automatically redeemed at $1,000 + coupon if Oracle closes ≥ its initial price. Early redemption caps the coupon stream but protects principal.

Principal repayment: • If not called and Oracle’s final price ≥ 65 % of the initial, investors receive $1,000 plus the final coupon.
• If Oracle’s final price < 65 %, payment equals $1,000 × (1 + price return), exposing investors to a full downside move beyond the 35 % buffer; repayment can be zero.

Key economic terms:

• Coupon & final barriers: 65 % of initial price
• Estimated value on pricing date: ≥ $914 (≈ 8.6 % below issue price)
• Underwriting fee: $23.50 per note; proceeds to issuer: $976.50
• Listing: none; secondary market solely at dealer discretion
• Credit exposure: Citigroup Global Markets Holdings Inc. plus Citigroup Inc. guarantee

Risk highlights: Investors may lose all capital if Oracle falls > 35 % and stays depressed; coupons are contingent and may never be paid; early autocall cuts off upside coupon potential; limited liquidity, pricing opacity and a note value below issue price at inception add further risk. Tax treatment is uncertain; non-U.S. holders face potential 30 % withholding.

Positive

• Attractive headline yield: contingent coupon rate ≥ 12.55 % p.a. exceeds comparable senior Citi debt.
• 35 % downside buffer: principal is fully repaid at maturity provided Oracle does not fall below 65 % of initial price.
• Catch-up feature: previously missed coupons are recoverable if the barrier is later met.
• Citigroup Inc. guarantee adds an additional credit layer on top of the issuer.

Negative

• Full equity downside: Oracle price below the 65 % barrier at maturity leads to losses up to 100 % of principal.
• Coupon uncertainty: payments stop whenever Oracle closes below the barrier; investors may earn zero income.
• Early autocall risk: strong Oracle performance redeems the note, capping total return.
• Liquidity & valuation: no exchange listing; estimated value (≥ $914) materially below the $1,000 issue price.
• High fees: $23.50 underwriting fee plus embedded hedging costs reduce investor economics.
• Tax ambiguity: prepaid forward characterization is untested; potential 30 % withholding for non-U.S. holders.

Insights

Structured Products Analyst

TL;DR High 12.55 % potential yield but 35 % buffer; full downside, credit and liquidity risk keep overall appeal balanced.

The note targets yield-seeking investors comfortable with single-stock risk. A 12.55 %+ annual coupon is attractive versus conventional Citi debt, yet payment is strictly conditional on ORCL staying ≥ 65 % of the initial fix. The 35 % barrier is typical for equity-linked notes, but history shows Oracle has traded below that level during past drawdowns, so skipped coupons and principal loss are plausible. Automatic calls could terminate the trade within six months, reducing total income. The internal valuation (≈ $914) signals an 8-9 % upfront cost relative to the $1,000 purchase price, while the $23.50 fee further drags investor economics. From Citi’s perspective the deal provides inexpensive term funding and fee income; for investors the risk-reward is situational rather than broadly compelling.

Portfolio Manager – Credit & Alternatives

TL;DR Product neutral to Citi’s credit, immaterial to earnings, modest diversification tool for yield-hunters.

Because issuance size is unspecified, the transaction is not expected to move Citigroup’s balance sheet or credit metrics; impact to shareholders is therefore neutral. For allocators, the note can complement income portfolios if they have a positive or neutral view on Oracle and on Citi’s credit over three years. Nonetheless, liquidity constraints and opaque secondary pricing demand a true buy-and-hold mindset. Tax ambiguity (pre-paid forward treatment) and potential 30 % withholding on non-U.S. accounts add administrative overhead. Given these trade-offs, the security suits niche mandates rather than core fixed-income allocations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Randolph Amy L

(Last) (First) (Middle)

11440 TOMAHAWK CREEK PARKWAY

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST BUSEY CORP /NV/ [ BUSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		F		10,728(1)	D	$24	111,574	D
Common Stock								6,237.3025	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Upon settlement of vested Restricted Stock Units, shares were withheld to satisfy the related tax obligation.

Remarks:

	/s/ Catherine Alqallaf, attorney-in-fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the ticker symbol of the underlying equity for Citigroup’s autocallable notes?

The notes are linked to Oracle Corporation (ORCL) common stock.

How is the 12.55 % contingent coupon on Citigroup (C) notes earned?

A coupon equal to at least 3.1375 % per quarter is paid only if Oracle’s closing price on the prior valuation date is ≥ 65 % of the initial price.

When can the Citigroup notes be automatically redeemed?

On any of ten scheduled dates from 20 Jan 2026 to 17 Apr 2028 if Oracle closes ≥ its initial price.

What happens at maturity on 20 Jul 2028 if the notes are not called?

Investors receive $1,000 if Oracle ≥ 65 % of initial; otherwise they receive $1,000 × (1 + price return), which could be zero.

How does the estimated value compare to the issue price?

Citigroup estimates a value of at least $914 per note versus the $1,000 issue price, reflecting fees and hedging costs.

Are the notes listed on an exchange or tradable daily?

No. The securities are unlisted; any resale depends on Citigroup Global Markets Inc.’s discretionary secondary market.

What key risks should investors consider before buying these Citigroup structured notes?

Principal loss below the 35 % buffer, contingent coupon uncertainty, early autocall, liquidity limits, Citi credit risk and unclear U.S. tax treatment.