8-K: First Busey Corporation Completes Merger with CrossFirst Bankshares, Inc.

First Busey Corporation finalized its merger with CrossFirst Bankshares on March 1, 2025, marking the completion of the acquisition.

Summary

• CrossFirst Bankshares, Inc. merged with First Busey Corporation on March 1, 2025, with Busey continuing as the surviving corporation.
• The merger was executed according to the Agreement and Plan of Merger dated August 26, 2024.
• CrossFirst's separate existence ceased upon the closing of the merger.
• A subsequent bank merger between CrossFirst Bank and Busey Bank is expected to occur on June 20, 2025.
• CrossFirst common stock was converted into the right to receive 0.6675 of a share of Busey common stock.
• Holders of CrossFirst common stock will receive cash in lieu of fractional shares of Busey common stock.
• CrossFirst preferred stock was converted into a newly created series of preferred stock of Busey.
• CrossFirst restricted stock awards and deferred shares were converted into the right to receive Busey common stock based on the Exchange Ratio.
• CrossFirst notified NASDAQ of the merger completion and requested delisting of its common stock, which occurred after trading hours on February 28, 2025.
• Busey intends to file Form 15 with the SEC to terminate the registration of CrossFirst common stock and suspend its reporting obligations.
• CrossFirst's directors and executive officers ceased serving in their roles as a result of the merger.
• Michael J. Maddox, former President and CEO of CrossFirst, was appointed Executive Vice Chairman of the Busey board and President of Busey, as well as CEO and President of Busey Bank.
• Amy J. Fauss, former COO of CrossFirst, was appointed Chief Information and Technology Officer of Busey and Busey Bank.
• Five former CrossFirst directors, including Michael J. Maddox and Rodney K. Brenneman, were appointed to the Busey board, increasing its size to thirteen members.
• The bylaws of Busey were amended to accommodate arrangements related to the board of directors of Busey and Busey Bank.

Sentiment

Score: 7

Explanation: The document primarily reports the completion of a merger, which is a significant corporate event. The sentiment is neutral to slightly positive, reflecting the successful execution of the agreement and the integration of key personnel. However, there are also potential risks associated with integration and changes in stock listing.

Positives

• The merger provides CrossFirst shareholders with Busey common stock, potentially offering access to a larger and more diversified financial institution.
• The integration of CrossFirst's leadership into Busey's management structure, such as the appointment of Michael J. Maddox and Amy J. Fauss, could bring valuable expertise and continuity.
• The addition of five former CrossFirst directors to the Busey board ensures representation and integration of CrossFirst's perspective.

Negatives

• CrossFirst common stock is no longer listed on NASDAQ, which may reduce liquidity for former CrossFirst shareholders who received Busey stock.
• Former CrossFirst shareholders now hold stock in a different company, which may have a different risk profile and investment characteristics.

Risks

• The successful integration of CrossFirst's operations and culture into Busey is crucial for realizing the anticipated synergies and benefits of the merger.
• The upcoming bank merger between CrossFirst Bank and Busey Bank on June 20, 2025, carries integration risks.
• Changes in key personnel and reporting structures could create uncertainty and impact operational efficiency.

Future Outlook

The document outlines the completion of the merger and the expected bank merger between CrossFirst Bank and Busey Bank on June 20, 2025. Busey intends to file Form 15 with the SEC to terminate the registration of CrossFirst common stock and suspend its reporting obligations.

Management Comments

• Michael J. Maddox was appointed Executive Vice Chairman of the Busey board and President of Busey, as well as CEO and President of Busey Bank.
• Amy J. Fauss was appointed Chief Information and Technology Officer of Busey and Busey Bank.

Industry Context

This merger reflects the ongoing consolidation trend in the banking industry, where smaller institutions are merging with larger ones to achieve economies of scale, expand market reach, and enhance competitiveness.

Comparison to Industry Standards

• The exchange ratio of 0.6675 shares of Busey common stock for each share of CrossFirst common stock would be compared to similar bank mergers to determine if it was a fair valuation.
• The integration of CrossFirst's directors and officers into Busey's management structure is a common practice in bank mergers to ensure a smooth transition and retain key talent.
• The delisting of CrossFirst's stock from NASDAQ is a standard procedure following a merger where the company is absorbed by another publicly traded entity.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of CrossFirst received Busey common stock, potentially impacting the value and risk profile of their investment.
• Employees of CrossFirst may experience changes in their roles, responsibilities, and reporting structures as a result of the merger.
• Customers of CrossFirst Bank will become customers of Busey Bank, potentially affecting the products, services, and customer experience they receive.

Next Steps

• The bank merger between CrossFirst Bank and Busey Bank is expected to close on June 20, 2025.
• Busey intends to file Form 15 with the SEC to terminate the registration of CrossFirst common stock and suspend its reporting obligations.
• Integration of CrossFirst's operations and systems into Busey.

Key Dates