Form 4: CrossFirst Bankshares CFO Benjamin Clouse Disposes of Shares and Stock Units Following Merger with First Busey Corporation

Following the merger between CrossFirst Bankshares and First Busey Corporation, CFO Benjamin Clouse reports the disposal of common stock, preferred stock, and stock units, with conversions into Busey equivalents.

Summary

• Benjamin R Clouse, CFO of CrossFirst Bankshares, reported changes in beneficial ownership following the merger with First Busey Corporation.
• The transactions occurred on March 1, 2025.
• Clouse disposed of 33,244 shares of common stock and 105 shares of Series A Non-Cumulative Perpetual Preferred Stock due to the merger.
• Each share of CrossFirst common stock was converted into 0.6675 shares of First Busey common stock plus cash for fractional shares.
• Each share of CrossFirst Series A preferred stock was converted into one share of First Busey Series A preferred stock.
• Restricted stock units and stock appreciation rights were converted into equivalent awards based on First Busey common stock, using the exchange ratio of 0.6675.
• Clouse now holds 0 shares of CrossFirst Bankshares.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing related to a merger. It doesn't convey strong positive or negative sentiment, but rather reports factual information about the transaction and its impact on the reporting person's holdings.

Future Outlook

The document primarily reports on the completion of the merger and the resulting conversion of securities.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where smaller banks are merging with larger entities to achieve economies of scale and expand their market presence.

Comparison to Industry Standards

• The conversion ratio of 0.6675 shares of Busey for each share of CrossFirst is a key metric in evaluating the fairness of the merger terms.
• Similar bank mergers, such as the acquisition of MB Financial by Fifth Third Bancorp, involved comparable stock and cash considerations, which can be used as benchmarks.
• The treatment of stock options and restricted stock units is standard practice in M&A transactions, with the acquiring company typically assuming or converting these awards.

Stakeholder Impact

• Shareholders of CrossFirst Bankshares received shares of First Busey Corporation and cash in exchange for their shares.
• Employees with stock options and restricted stock units will have their awards converted to First Busey equivalents.
• The merger is expected to create a larger, more competitive banking institution.

Key Dates