First Busey (BUSE) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a $20 billion asset commercial banking franchise with expanded reach into high-growth markets such as Kansas City, Dallas, Denver, Phoenix, and six new states, leveraging complementary strengths in commercial banking, core deposits, and wealth management.

• Both organizations share strong cultural alignment, compatible business models, and a focus on high-quality customer service, with no market overlap and a branch-lite model for easier integration.

• The partnership enables access to new products and services for both customer bases, including wealth management and payment technology solutions.

• Creates a premier commercial banking franchise with 77 service centers across 10 states and nearly 2,000 associates, targeting over 400,000 prosperous households and maintaining community bank values.

• The deal positions the combined company for organic and M&A-driven growth in dynamic markets with favorable demographics.

Financial terms and conditions

• The transaction is a 100% all-stock deal valued at approximately $916.8M, with CrossFirst shareholders receiving 0.6675 shares of Busey stock per CrossFirst share, resulting in pro forma ownership of 63.5% for Busey shareholders and 36.5% for CrossFirst shareholders.

• Pro forma company will have $20B+ in assets, $17B in deposits, $15B in loans, and $1.6B in tangible common equity at close.

• Minimal tangible book value dilution (-0.6%) with a six-month earnback period and anticipated 16-20% EPS accretion in 2026 (excluding one-time charges).

• No capital raise is required, with pro forma capital ratios expected to remain well above regulatory thresholds: 9.6% leverage, 11.0% CET1, and 14.1% total risk-based capital.

• CrossFirst shareholders will benefit from a new dividend, as Busey pays a quarterly dividend of $0.24 per share.

Synergies and expected cost savings

• Estimated cost savings of approximately $25 million, or 16% of CrossFirst's annual non-interest expense base, fully phased in, with 50% realized in 2025 and 100% thereafter.

• Enhanced profitability metrics: improved ROAA, ROATCE, NIM, and efficiency ratio.

• Revenue synergies are not included in the financial projections, though significant cross-sell opportunities are anticipated.

• Transaction expected to deliver meaningful improvements in net interest margin and efficiency, driving increased profitability.

• Internal rate of return for the deal projected to exceed 19%.