Proxy Statement (Form DEF 14A)

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Exchange Act of 1934 (Amendment No.)

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First Business Financial Services, Inc.

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March 5, 2026

Dear Fellow Shareholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Shareholders ("Annual Meeting") of First Business Financial Services, Inc. (the "Company"), to be held in a virtual meeting format only on Friday, April 24, 2026 at 10:00 a.m. CDT. Shareholders will be provided an opportunity to ask questions and to consider matters described in the proxy statement.

In connection with the Annual Meeting, we want to share with you some of the recent highlights of the work of the Board of Directors and Company.

2025 was another year of consistent, high-quality execution of our long-term strategic plan. Our team continued to expand client relationships, growing core deposit and loan balances 11% and 8%, respectively, outpacing industry growth. Total revenue grew in tandem, rising 10% over 2024 and aiding improvement in our efficiency ratio to 58.78%, which outperformed our five-year plan target of less than 60% by 2028. We continued our track record of producing double-digit annual growth, exceeding 14% growth in both pre-tax, pre-provision earnings and earnings per share. Our 2025 return on average tangible common equity was robust at 15.3%, exceeding our goal of 15% or greater by 2028. These results supported 14% growth in tangible book value per share, again exceeding our goal to produce annual growth of at least 10% on what is arguably our most meaningful measure of success1.

We believe our long-term success should be evaluated by our ability to produce shareholder returns that consistently outperform peers. Over the five-year period ended December 31, 2025, the Company generated cumulative total shareholder returns ("TSR") totaling 235%. Over the same period, our peer group2delivered a median TSR measuring 66%. The Russell 2000 - a benchmark group including small-cap companies across all industries - returned 73%. Even the large cap S&P 500 Banks index returned only 125% over this period. We are delighted to share this success with our shareholders.

In 2026 we continue to pursue excellence with disciplined execution, prudent underwriting, investment in talent, and technology enhancements that support scalable growth. We are well positioned to execute the planned leadership transition we announced in May 2025, with the Company's President & Chief Operating Officer Dave Seiler set to assume the role of Chief Executive Officer in May 2026, following Corey's retirement. We believe our focus, discipline and consistency will continue to serve First Business Bank and our shareholders well in 2026 and beyond.

On behalf of the Board of Directors and management team, we thank you for your continued support. Your vote is important. We hope you join us in supporting the proposals presented at the Annual Meeting. Whether or not you attend, it is very important that your shares are represented at the Annual Meeting. Accordingly, please vote your shares by following the instructions on the Notice of Annual Meeting of Shareholders.

Sincerely,

Record Date

If you were a shareholder at the close of business on February 18, 2026, you are eligible to vote at the Annual Meeting.

Your vote is important, no matter how large or small your holdings may be.

To assure your representation at the Annual Meeting, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials.

You may vote your shares by following the instructions included in the proxy statement and on the Notice of Internet Availability of Proxy Materials, including by voting online during the Annual Meeting. You may revoke your proxy and vote your shares online or by using any of the voting options in accordance with the instructions provided. Please review the Notice of Internet Availability of Proxy Materials and follow the directions carefully in exercising your vote.

By Order of the Board of Directors

Lynn Ann Arians

Director of Corporate Governance & Corporate Secretary

March 5, 2026

OPTION 2

Pre-meeting registration must be received no later than 4:00 p.m. CDT on Monday, April 20, 2026. If you hold shares through an intermediary, such as a bank or broker, and want to attend the Annual Meeting online with the ability to ask questions and/or vote, you may submit proof of your proxy power ("Legal Proxy") from your broker or bank reflecting your First Business Financial Services, Inc. holdings along with your name and email address to Computershare via email or mail, as described below. Requests for registration must be labeled as "Legal Proxy" and be received no later than 4:00 p.m. CDT on Monday, April 20, 2026.

Requests for registration should be directed to Computershare at the following:

You will receive a confirmation of your registration by email after Computershare receives your registration materials. You can access and participate in the meeting by visiting www.meetnow.global/M6YH2SP using the information you receive from Computershare.

Attending the Annual Meeting

To participate in the Annual Meeting, you will need the voter control number that is printed in the shaded bar on your Notice of Annual Meeting of Shareholders or on your proxy card. Beneficial Shareholders and Registered Shareholders will be able to attend the Annual Meeting online by visiting www.meetnow.global/M6YH2SP, vote their shares, and submit questions during the Annual Meeting.

The online meeting will begin promptly at 10:00 a.m. CDT on Friday, April 24, 2026.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser.Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the Annual Meeting prior to the start time. If you need further assistance with the virtual meeting platform on the day of the Annual Meeting, you may call 1-888-724-2416 (local) or 1-781-575-2748 (international).

Submitting Questions Prior to and During the Annual Meeting

Registered Shareholders (if your shares are held directly through our transfer agent, Computershare): Beginning on March 5, 2026, Registered Shareholders may submit questions by going to the virtual meeting site at www.meetnow.global/M6YH2SP, and entering your voter control number. Once logged in, click on the "Q&A" icon at the top of the screen to type in your question, then click the "send" button on the right to submit.

Beneficial Shareholders (if your shares are held through an intermediary, such as a bank or broker): Beginning at 12:01 a.m. CDT on Friday, April 24, 2026, Beneficial Shareholders may submit questions by going to the virtual meeting site at www.meetnow.global/M6YH2SP, and entering your voter control number. Once logged in, click on the "Q&A" icon at the top of the screen to type in your question, then click the "send" button on the right to submit.

Questions pertinent to Annual Meeting matters will be answered during the meeting, subject to time constraints. Questions should be directly related to the business of First Business Financial Services, Inc. and the matters properly brought before the meeting. Unrelated questions will not be answered. Any questions pertinent to the meeting matters that cannot be answered during the meeting due to time constraints will be answered and posted online at https://ir.firstbusiness.bank/news-presentations/investor-presentations-reports/default.aspx. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available for one week after posting.

Proxy Statement For Annual Meeting Of Shareholders To Be Held April 24, 2026

This proxy statement is being furnished to shareholders by the Board of Directors (the "Board") of First Business Financial Services, Inc. (the "Company", "we", "our", "us") beginning on or about March 5, 2026 in connection with the solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held on Friday, April 24, 2026, at 10:00 a.m., CDT, via a virtual online meeting format, and all adjournments or postponements thereof (the "Annual Meeting") for the purposes set forth in the Notice of Annual Meeting of Shareholders. We furnish proxy materials, which include this proxy statement, the Notice of Annual Meeting and our Annual Report on Form 10-K for fiscal year ended December 31, 2025, to our shareholders by making such materials available on the Internet unless otherwise instructed by the shareholder. The Notice of Internet Availability of Proxy Materials (the "Notice") that we mail to shareholders is not a proxy card and cannot be used to vote your shares. To vote your shares, you should follow the instructions included on the Notice. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice, which is first being mailed to shareholders on or about March 5, 2026.

Voting your shares in advance of the Annual Meeting will not affect your right to attend and cast your vote online during the Annual Meeting. However, when you vote pursuant to the proxy card or one of the methods set forth in the Notice, you appoint the proxy holder as your representative at the Annual Meeting. The proxy holder will vote your shares as you instruct, thereby ensuring that your shares will be voted whether or not you attend the Annual Meeting. Attendance at the Annual Meeting by a shareholder who has appointed a proxy does not in itself revoke a proxy. Any shareholder appointing a proxy may revoke that appointment at any time before it is exercised by: (i) giving notice thereof to the Company in writing or during the Annual Meeting; (ii) signing another proxy, if you voted by mailing in a proxy card, with a later date and returning it to the Company; (iii) timely submitting another proxy via the telephone or Internet, if that is the method you used to submit your original proxy; or (iv) voting online during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we ask that you instruct the proxies how to vote your shares in advance of the Annual Meeting in case your plans change.

If you appointed the proxies to vote your shares and an issue comes up for a vote at the Annual Meeting that is not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with their judgment.

If you sign and return a proxy card or vote over the Internet or by telephone without giving specific voting instructions, the shares represented by your proxy will be voted "FOR" the three persons nominated for election as directors referred to in this proxy statement, "FOR" the approval of the First Business Financial Services, Inc. 2026 Equity Incentive Plan, "FOR" the approval of the non-binding, advisory proposal on the compensation of Named Executive Officers, which is referred to as a "say-on-pay" proposal, "FOR" the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and on such other business matters which may properly come before the Annual Meeting in accordance with the judgment of the persons named as proxies. Other than the above proposals, the Board has no knowledge of any matters to be presented for action by the shareholders at the Annual Meeting.

Only holders of record of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), at the close of business on February 18, 2026 are entitled to vote at the Annual Meeting. On that date, the Company had outstanding 8,325,376 shares of Common Stock, each of which is entitled to one vote.

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2025Performance Highlights

Our 2025 performance highlights, including certain financial performance metrics, are shown below. This performance information is qualified by reference to our Annual Report on Form 10-K for the year ended December 31, 2025 (our "2025 Annual Report"). For more complete information regarding our 2025 performance, please review our 2025 Annual Report.

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2024-2028 Strategic Plan

In 2025, we completed the second year of our five-year strategic plan, which is focused on five priority areas that we believe are central to our long-term value creation strategy. As described in the "2025 Performance Highlights" and the "Company's Commitment to ESG and Human Capital Management" sections, we have made meaningful progress against the objectives of the five-year strategic plan to date.

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Executive Compensation Highlights

The primary goal of our executive compensation program is to drive continued growth and successful execution of our business strategies, thereby creating value for our shareholders. We strive to offer competitive compensation packages, targeting approximately the 50th percentile of the market. Our compensation programs are designed to pay for performance and foster a high-performance culture, aligning the interests of our executive team with those of our shareholders.

Our compensation philosophy supports our commitment to motivating and rewarding employees in ways that drive our Company's success and reflect our culture and values. Key principles include:

Our executive compensation program supports long-term value creation. Approximately 50% of our Chief Executive Officer's ("CEO") total direct compensation and 40% of the compensation for the other Named Executive Officers ("NEOs") is variable and at risk, tied to the achievement of rigorous performance metrics that are aligned to our strategic priorities and important to our shareholders.

The Annual Bonus Plan ("Bonus Plan") for fiscal 2025 paid out at 134% of target. The payout reflects our strong performance across the key performance metrics (operating revenue, Return on Average Assets ("ROAA"), and efficiency ratio) which drive shareholder value and the Company's business strategy.

The Performance Restricted Stock Units ("PRSUs") grant for 2022-2024 vested at 200% of target. The vesting of these performance-based awards, which was determined in April 2025, reflects our superior performance relative to a peer group of approximately 106 banks of similar size. The Company performed at the 96th percentile for relative Total Shareholder Return ("TSR") and the 88th percentile for relative Return on Average Equity ("ROAE") over the three-year measurement period. Both of these metrics surpassed the superior performance level. The vesting level for the PRSUs grant for 2023-2025 will be determined in April 2026.

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The Company's Commitment to ESG and Human Capital Management

Environmental, Social and Governance ("ESG")

The Company's ESG practicesare integrated into our business strategy and reflect our commitment to employees, clients, shareholders, and the communities we serve. ESG oversight is embedded in our governance structure via charter delegation, with the Corporate Governance and Nominating Committee reviewing key initiatives and providing an update to the Board annually. In 2025, we advanced our ESG priorities through the following actions:

Note: Net Promoter Score assesses likelihood to recommend on an 11-point scale, where detractors (scores 0-6) are subtracted from promoters (scores 9-10), while passive scores (scores 7-8) are not considered. The Net Promoter Score ranges from -100 to +100.

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Human Capital Management

Our human capital management strategy is foundational to our long-term performance. In 2025, our workforce expanded to 371 employees across onsite, hybrid, and remote roles, demonstrating our ability to attract specialized talent and support continued growth. In alignment with executing our five-year strategic plan, we remain focused on protecting and strengthening our culture and preparing our workforce to thrive in the workplace of the future.

(1) Patrick Lencioni, The Ideal Team Player: How to Recognize and Cultivate the Three Essential Virtues. (Jossey-Bass, 2016).

(2) Source: McLagan, a part of the Human Capital Solutions practice at Aon plc, 2025

Our Commitment

Since our inception, our commitment to employees, clients, and communities has been the foundation of our long-term success. Our Belief Statement expresses this: At First Business Bank, we believe visionary, determined entrepreneurs and investors create a thriving economy and, in turn, social and economic advancement for their employees, investors, families and communities. Built by driven entrepreneurs, First Business Bank has the experience to create both wealth and a wealth of good in the world.

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The Company's Amended and Restated By-Laws provide that the directors shall be divided into three classes, with staggered terms of three years each. At the Annual Meeting, the shareholders will elect three Class I directors to hold office until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted FOR the election as directors of the three persons named as nominees by the Board herein. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. In the event that the nominees should be unable or unwilling to serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Each director will be elected by a plurality of the votes cast at the Annual Meeting (assuming a quorum is present). Consequently, any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Votes will be tabulated by an inspector of elections appointed by the Board.

Any nominee for election as a director who receives a greater number of votes "withheld" from their election than votes "for" their election will tender their resignation to the Board in accordance with the Company's Director Resignation Policy as outlined in the Corporate Governance Guidelines on the Company's website at https://ir.firstbusiness.bank/corporate-overview/corporate-governance/default.aspx.

As previously disclosed, Ralph R. Kauten will retire from the Company's Board following the conclusion of the Annual Meeting on April 24, 2026. The Board wishes to express its gratitude to Mr. Kauten for his dedicated service to the Board and shareholders.

The following sets forth certain information about the Board's nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting.

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Nominees for Election at the Annual Meeting

Terms expiring at the 2029 Annual Meeting

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Directors Continuing in Office

Terms expiring at the 2027 Annual Meeting

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Director Disclosures

None of the directors, executive officers or nominees is related to one another and there are no arrangements or understandings between any of the directors, executive officers or any other person pursuant to which any of the Company's directors or executive officers have been selected for their respective positions. None of the above-named directors or director nominees was a party to any Securities and Exchange Commission ("SEC") enforcement actions or any legal proceedings that are material to an evaluation of their ability or integrity in the past ten years.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires the Company's directors, executive officers and holders of 10% or more of the outstanding Common Stock to file reports concerning their ownership of Company equity securities with the SEC. Based solely upon a review of such reports, the Company believes that during the fiscal year ended December 31, 2025, all of its directors and executive officers complied with the Section 16(a) filing requirements.

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CORPORATE GOVERNANCE

The Company is committed to good corporate governance, which promotes the long-term interests of the shareholders and provides a strong foundation for business operations. All Company directors serve as directors of both the Company and its wholly-owned subsidiary, First Business Bank, which eliminates redundancies, simplifies and streamlines governance processes, and enhances the Board's oversight of the Company's strategic initiatives.

Director Selection, Nominations, and Board Succession Planning

In making recommendations to the Company's Board with respect to nominees to serve as directors, the Corporate Governance and Nominating Committee examines each director nominee on a case-by-case basis, regardless of who recommended the nominee. The Corporate Governance and Nominating Committee is responsible for ongoing evaluation of all directors and director candidates, to assure that skills, experience, and attributes needed to maintain the Board's effectiveness are possessed by an appropriate combination of directors.

In evaluating the suitability of directors and director candidates for Board membership, the Corporate Governance and Nominating Committee takes into account many factors, including: independence requirements; general understanding of the varied disciplines relevant to the success of a publicly traded company in the current business environment; understanding of the Company's business and markets; professional expertise and educational background; and other factors that foster a variety of views and experiences. In addition, the Corporate Governance and Nominating Committee will consider if the director or director candidate has the ability to work with other directors to build a Board that is effective and furthers the policies set forth in the Company's Mission, Vision and Belief Statements and the Operating Philosophy/Guiding Principles. The Corporate Governance and Nominating Committee evaluates directors and director candidates in the context of the Board as a whole, with the objective of recruiting and recommending a slate of directors that can best perpetuate the Company's success.

The Director Resignation Policy requires that any director receiving a greater number of votes "withheld" from their election than votes "for" will tender their resignation to the Board Chair. The Board, in its discretion, may accept or reject the tendered resignation in accordance with the Director Resignation Policy, and as outlined in the Corporate Governance Guidelines on the Company's website located at https://ir.firstbusiness.bank/corporate-overview/corporate-governance/default.aspx.

As part of its Board and committee succession planning responsibilities, the Corporate Governance and Nominating Committee maintains a defined director succession planning process and works with the Board to evaluate:

In making recommendations to the Board, the Corporate Governance and Nominating Committee considers a mix of director tenures, recognizing the benefits of longer-tenured directors, including Board stability, continuity of institutional knowledge, and the critical importance of expertise and understanding of the commercial banking industry, as well as the value of directors with shorter tenures who bring fresh perspectives and constructive challenge. In determining whether to recommend a director for re-nomination, the Corporate Governance and Nominating Committee also considers the director's attendance at, participation in, and contributions to Board and committee meetings.

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As part of its ongoing succession planning and Board refreshment process, the Corporate Governance and Nominating Committee regularly evaluates whether the Board's collective skills, experience, and attributes align with the Company's strategic objectives and whether the size and composition of the Board remains appropriate. The Corporate Governance and Nominating Committee also evaluates prospective director candidates to ensure readiness for both planned or unplanned vacancies. In 2025, the Board appointed Jason R. Graham as a new independent director following an assessment of the Board's long-term skills and experience needs. Mr. Graham is a seasoned financial executive and private investor, with significant experience in financial strategy, capital allocation, and shareholder value creation and his public company experience further strengthens the Board's ability to provide effective oversight and support the Company's long-term success.

The following table summarizes key skills, experience, and attributes relevant to the decision to nominate candidates to serve on the Board and possessed by current directors. A mark indicates that a particular skill, experience or attribute was identified as one of the director's top five strongest areas, but the absence of a mark does not mean that the director does not possess that skill, experience or attribute.

The Corporate Governance and Nominating Committee will consider persons recommended by shareholders to become nominees for election as directors. Recommendations for consideration by the Corporate Governance and Nominating Committee should be sent to the Corporate Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee. The Company's Amended and Restated By-Laws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by the shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give notice of an intent to make such a nomination to the Corporate Secretary of the Company not less than 60 days or more than 90 days prior to the date of the previous year's annual meeting (subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days). Under the Amended and Restated By-Laws, if the Company does not receive notice of an intent to make such a nomination on or after January 24, 2027 and on or prior to February 23, 2027, then the notice will be considered untimely and the Company will not be required to present such nomination at the 2027 annual meeting.

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Director Evaluation Process, Continuing Education and Development

The Board recognizes that a constructive evaluation process is an essential component of governance best practices and annually conducts a robust peer evaluation in conjunction with its annual Board and committee evaluations. The Corporate Governance and Nominating Committee oversees the evaluation process and reviews the format of the evaluation to ensure that actionable feedback is solicited related to the operation of the Board, its committees, and director performance. In addition to evaluating the Board and committees, the peer evaluation process serves as a mechanism to measure clear performance standards, both objective and subjective, and the Board Chair meets annually with each director to review their peer evaluation results. The chart below outlines the evaluation process.

The Board is committed to continuing director education and development and solicits director feedback on education topics. The feedback was utilized to develop Board education sessions presented at each quarterly Board meeting in 2025. The Board education sessions included internally developed presentations as well as programs presented by third parties on the following topics: 2025 economic framework and financial services industry update, artificial intelligence and cybersecurity, Loan Approval Management Program, Anti-Money Laundering/Countering the Financing of Terrorism, and regulatory compliance. The Company provides financial support for director continuing education and at each quarterly meeting the Corporate Governance and Nominating Committee reviews the Director Education Report. All directors were in compliance with the Board's Director Education Guidelines as of December 31, 2025.

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Independent Directors and Meeting Attendance

Of the eight directors currently serving on the Board, the Board has determined that all except for Mr. Chambas, the Company's CEO, are "independent directors" for purposes of applicable Nasdaq rules.

Directors are expected to attend the Company's annual meeting of shareholders each year. All directors serving on the Board on April 25, 2025, were in attendance at the Company's 2025 annual meeting of shareholders.

The Board held seven meetings in 2025. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board during 2025 while they were a director, and (ii) the total number of meetings held by all committees of the Board on which such director served during 2025 while they were a member of such committees.

Board Leadership Structure

The roles of Board Chair and CEO are held separately. Mr. Kilcoyne serves as Board Chair and Mr. Chambas serves as CEO. The Board believes that at this time, separation of these roles is in the best interests of the Company and its shareholders because separation:

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Committees

The Board conducts its business through meetings of the Board and the following standing Board committees: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and Operational Risk Committee. Each of these committees has the responsibilities set forth in a formal written charter approved by the Board. The Board has also adopted guidelines on significant corporate governance matters that, together with the Company's Code of Business Conduct and Ethics and other policies, create the Board's corporate governance standards. Copies of the charters, the Corporate Governance Guidelines, and the Code of Business Conduct and Ethics are available on the Company's website at https://ir.firstbusiness.bank/corporate-overview/corporate-governance/default.aspx. The Company intends to disclose amendments to, or waivers of, the Code of Business Conduct and Ethics, if any, on the website above. The following table reflects the current membership of each Board committee:

Audit Committee

The Audit Committee's primary function is to assist the Board in fulfilling its oversight responsibilities by overseeing the Company's accounting and financial reporting processes and the audits of the financial statements of the Company. The Audit Committee evaluates, monitors and advises the Board on all matters relating to maintaining the right "tone at the top" which serves the best interests of the Company, its employees and shareholders. The Audit Committee presently consists of Jason R. Graham (Chair Elect), Ralph R. Kauten (Chair), Jerry L. Kilcoyne, and W. Kent Lorenz, each of whom meets the requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A) and the independence standards set forth in Rule 10A-3(b)(1) promulgated by the SEC under the Exchange Act. The Board has thus determined that each of the Audit Committee's current members is qualified to serve in such capacity. The Board has determined that each of Jason R. Graham and Ralph R. Kauten qualifies as an "audit committee financial expert" for purposes of applicable SEC regulations, and has the financial sophistication required by applicable Nasdaq rules because they have the requisite attributes through, among other things, their education and relevant work experience.

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Compensation Committee

The Compensation Committee's primary functions are to review and recommend to the Board the compensation structure for the Company's directors and executive officers, including salary rates, participation in incentive compensation and benefit plans, fringe benefits, non-cash perquisites and other forms of compensation, and administer the Company's long-term incentive plan and employee stock purchase plan. Carla C. Chavarria (Chair), Laurie S. Benson, and W. Kent Lorenz are the current members of the Compensation Committee, each of whom is considered to be "independent" and meets the requirements set forth in applicable Nasdaq rules and the independence standards set forth in Rule 10C-1(b)(1) promulgated by the SEC under the Exchange Act. The Board has determined that none of the aforementioned directors has a relationship to the Company which is material to their ability to be independent from management in connection with the duties of a Compensation Committee member and has further determined that each of the Compensation Committee's current members is qualified to serve in such capacity.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee's primary functions are to recommend persons to be selected by the Board as nominees for election as directors; recommend persons to be elected to fill any vacancies on the Board; lead the Board in its annual review of Board performance; Board and committee structure and director independence; review and recommend to the Board corporate governance principles, policies and procedures and oversee execution of the Company's succession planning program and advise the Board on the effectiveness of the program. While the Board continues to maintain primary responsibility for ESG, it has delegated assessment and monitoring of the Company's ESG practices to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee presently consists of Laurie S. Benson (Chair), Carla C. Chavarria, and Daniel P. Olszewski. The Board has determined that each of the Corporate Governance and Nominating Committee members is considered to be "independent" according to applicable Nasdaq rules and has further determined that each current member is qualified to serve in such capacity.

Operational Risk Committee

The Operational Risk Committee's primary function is to assess and manage certain of the Company's risks. While the Board continues to maintain primary responsibility and oversight for enterprise risk management ("ERM"), the Operational Risk Committee oversees management's execution of the Company's ERM Program and compliance with the Company's Risk Appetite Statement of Policy. The Board has additionally delegated evaluating, monitoring and assessing key risks related to credit, information security/cybersecurity, regulatory and compliance, operational, investment, liquidity and market, and reputation risks to the Operational Risk Committee. The Operational Risk Committee presently consists of Daniel P. Olszewski (Chair), Ralph R. Kauten, and W. Kent Lorenz. The Board has determined that each of the members is considered "independent" as defined by the Company's Corporate Governance Guidelines and Operational Risk Committee Charter requirements and has further determined that each current member is qualified to serve in such capacity.

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Board Role in Risk Oversight

The Company believes open and transparent communication between management and the Board is essential for effective risk management and oversight. The Board, acting as a whole and through its committees, is responsible for oversight of the Company's enterprise-wide risk management including, but not limited to, strategic, financial, credit, liquidity, compensation, information security including cybersecurity, regulatory and compliance, reputation, and operational risks. Given the critical link between strategy and risk, the Board is responsible for providing strategic oversight based on the Company's approved Risk Appetite Statement of Policy and the capacity to manage the resulting risk. As part of its ongoing planning, the Board discusses with executive management the strategies, key challenges, risks and opportunities facing the Company.

Executive management is responsible for the day-to-day management of the Company's key risks and operates through a Senior Management Risk Committee ("SMRC"). The SMRC monitors key risks, develops and executes risk mitigation or remediation plans as appropriate, identifies top and emerging risks, evaluates the effectiveness of the Company's risk management processes and reports such to the Board or its committees on a regular basis. The SMRC is responsible for the annual review of each key risk indicator ("KRI") included in the Risk Tolerance Dashboard and presents its recommendations to the Operational Risk Committee. The Operational Risk Committee reviews the SMRC's recommendations regarding any potential changes to KRIs and tolerance levels to ensure the Company's most significant risks along with related metrics/KRIs have been identified, and risk tolerance thresholds have been established.

ERM is a standing agenda item for each of the Board's regular quarterly meetings. At these meetings the Board reviews the Risk Tolerance Dashboard, the status of each KRI relative to the designated tolerance threshold, and the related remediation plans as appropriate. The Board has delegated oversight of each of the key risks to either the Audit, Compensation, Corporate Governance and Nominating or Operational Risk Committee in accordance with the committee charters. These charters are reviewed annually to reflect the changing risk environment. Each committee monitors the assigned specific key risks, ensures that appropriate risk mitigation plans are in place, identifies emerging risks, reports back to the Board with recommendations and updates, and apprises the Board of any areas of concern. The following table summarizes each committee's role in the risk oversight function.

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CEO and Executive Officer Succession Planning

Succession planning and leadership development are top priorities for the Board and management. Because of the significance of the CEO's leadership, the Board retains primary responsibility for oversight of CEO succession planning as well as overall executive leadership development and succession planning practices and strategies. The Board has delegated certain responsibility for the ongoing development and monitoring of CEO and executive officer succession planning to the Corporate Governance and Nominating Committee, and at least annually, that committee reviews the policies and principles of selecting a successor to the CEO. The Board participates in the annual review of the CEO succession plan, which includes an assessment of potential CEO candidates, contingency plans in the event of a sudden termination (including death or disability), development plans that are being utilized to strengthen the skills and qualifications of candidates and the Company CEO's recommendations for contingency and longer term succession planning for the CEO. The Corporate Governance and Nominating Committee in accordance with its charter also reviews succession plans for the other executive officers.

On May 5, 2025 the Company announced that Corey A. Chambas intends to retire from his role as Chief Executive Officer in May, 2026. The Company will name David R. Seiler, President & Chief Operating Officer, to succeed him as Chief Executive Officer and appoint him to the boards of directors of the Company and the Bank, effective the same date. Mr. Chambas will remain on the boards of directors of the Company and First Business Bank.

Communication with the Board

Shareholders may communicate with the Board by writing to First Business Financial Services, Inc., Board of Directors (or, at the shareholder's option, to a specific director), c/o Lynn Ann Arians, Corporate Secretary, 401 Charmany Drive, Madison, Wisconsin 53719. The Corporate Secretary will ensure that all appropriate communications are delivered to the Board or the specified director, as the case may be.

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DIRECTOR COMPENSATION

In October 2024, the Board implemented changes to the non-employee director cash compensation. The annual cash retainer increased from $30,000 to $37,500. Committee fees were consolidated into a single annual committee retainer and increased to $4,000, replacing the prior structure of $750 per meeting. The annual retainers for the chair of each of the Compensation Committee, Corporate Governance and Nominating Committee, and Operational Risk Committee were increased from $5,000 to $7,500. The Audit Committee Chair continued to receive an annual retainer of $10,000 and the Board Chair received an additional annual retainer of $60,250. Non-employee director cash retainers are paid quarterly.

During 2025, the annual non-employee director equity retainer increased from $22,500, which had been issued as restricted stock units vesting after one year, to $30,000, issued in the form of fully vested shares of the Company's Common Stock.

The Compensation Committee is responsible for periodically reviewing and making recommendations to the Board regarding director compensation. In 2025, the Compensation Committee engaged its independent compensation consultant, McLagan, which is part of the Human Capital Solutions practice at Aon plc ("McLagan"), to review the Company's non-employee director compensation program. Based on this review, beginning in 2026, the annual non-employee director equity retainer will increase from $30,000 to $40,000, issued as fully vested shares of Common Stock. This increase is intended to position the Company's average non-employee director compensation at the median of its peer group and to further align the directors' and shareholders' interests through equity based compensation.

The Board has established the Stock Ownership Guidelines and Share Retention Policy (the "Policy") as another means by which to align the interests of non-employee directors' with those of the Company's shareholders. Per the Policy, non-employee directors have five years from the later of the adoption of the Policy or their appointment to the Board to achieve the share ownership target with a value equal to four times the cash portion of the annual non-employee director retainer. Until a non-employee director satisfies the share ownership target, they are required to retain 100% of the shares issued under the Company's equity plan. Non-employee directors are also required to comply with any holding requirements included in award agreements applicable to equity awards granted under the Company's equity plan and are expected to continuously own sufficient shares of Common Stock to meet the share ownership target once achieved for as long as they remain directors. All non-employee directors were in compliance with the Policy as of December 31, 2025.

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A proposal will be presented at the First Business Financial Services, Inc. Annual Meeting to approve the First Business Financial Services, Inc. 2026 Equity Incentive Plan (the "2026 Plan"). The Board of Directors (the "Board") of First Business Financial Services, Inc. adopted the 2026 Plan, subject to shareholder approval. The complete text of the 2026 Plan is attached as Appendix B to this proxy statement. The following summary description of the material terms of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to Appendix B.

Proposed 2026 Equity Incentive Plan

The Board is proposing to adopt a new incentive plan, the 2026 Plan, subject to shareholder approval. The Company is adopting the 2026 Plan in order to do the following:

In determining the number of shares available for issuance under the 2026 Plan, the Compensation Committee and the Board considered the number of shares of Common Stock currently outstanding and the potential dilutive effect of the increase; our historical usage of shares under the Prior Plan; recent trends in the market price of our Common Stock; and our recent and projected practices with respect to awards under the Prior Plan.

In the event the 2026 Plan is not approved by our shareholders, we expect that we would continue to grant awards using the shares remaining available under the Prior Plan, and the Compensation Committee would consider non-equity-based alternatives for compensating participants while maintaining, to the greatest extent possible, the objectives of the Company's compensation programs.

The following table shows, effective as of February 20, 2026, for the Prior Plan:

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While the Compensation Committee has no present intention of doing so, shareholder approval of the 2026 Plan would also enable the Company to grant options that, if so desired, will qualify as "incentive stock options" under Section 422 of the Code.

Best Practice Features of the 2026 Plan

The 2026 Plan includes a number of features that we consider to be consistent with best practices, including, among others:

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Material Terms of the Plan

General

The 2026 Plan has been adopted by our Board to promote the Company's long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Company's shareholders. The 2026 Plan will be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.

The 2026 Plan incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the 2026 Plan and shareholder interests.

Subject to permitted adjustments for certain corporate transactions, the maximum number of shares of Common Stock that may be delivered to participants, or their beneficiaries, under the 2026 Plan will be 157,000 shares plus that number of shares remaining available for grant under the Prior Plan as of the date of shareholder approval of the 2026 Plan, as well as the number of shares that were covered under the Prior Plan that otherwise would become available for reuse under the Prior Plan due to forfeiture, expiration, cancelation or the like, all of which may be issued pursuant to the award of incentive stock options.

To the extent that any shares of stock covered by an award (including stock awards) under the 2026 Plan expire or are not delivered for any reason, including because the award is forfeited, cancelled, or settled in cash, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of stock available for delivery under the 2026 Plan. With respect to stock options for which payment of the exercise price is satisfied by tendering shares of stock of the Company or by the net exercise of the award, the full number of shares of stock set forth in the award agreement will be counted for purposes of these limitations. Additionally, shares that are tendered to, or withheld by, the Company to satisfy any tax withholding obligations will be deemed to have been delivered for purposes of these limitations. Finally, any shares that are repurchased by the Company with stock option exercise proceeds will not be added back to the number of shares reserved for issuance under the 2026 Plan.

The 2026 Plan's effective date will be April 24, 2026, subject to approval by shareholders. If approved, the 2026 Plan will continue to be in effect as long as any awards are outstanding; provided, however, that no awards may be granted under the 2026 Plan after the ten-year anniversary of the effective date. Any awards that are outstanding after the tenth anniversary of the effective date shall remain subject to the terms of the 2026 Plan.

The Compensation Committee may use shares of stock available under the 2026 Plan as the form of payment for grants or rights earned or due under any other compensation plans or arrangements of the Company or a subsidiary, including the plan of any entity acquired by the Company or a subsidiary.

In the event of a corporate transaction involving the stock of the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the share limitations and all outstanding awards under the 2026 Plan will automatically be adjusted proportionally and uniformly to reflect such event; provided, however, that the Compensation Committee may adjust awards, or prevent the automatic adjustment of awards, to preserve the benefits or potential benefits of the awards.

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Except as provided by the Compensation Committee, awards granted under the 2026 Plan are not transferable except as designated by the participant by will or by the laws of descent and distribution. The Compensation Committee has the discretion to permit the transfer of awards under the 2026 Plan; provided, however, that such transfers will be limited to immediate family members of participants, trusts, partnerships, limited liability companies and other entities established for the primary benefit of such family members, and as long as such transfers are made without value to the participant.

If the right to become vested in an award granted under the 2026 Plan to an employee participant is conditioned on the completion of a specified period of service with the Company or a subsidiary, without achievement of performance measures or other performance conditions being required as a condition of vesting, and without being granted instead of or in exchange for other compensation or awards, then the required period of service for full vesting must be at least one year. This minimum required period of service for full vesting does not apply to stock awards granted to directors provided that the aggregate of such grants does not exceed 5% of the total share reserve under the 2026 Plan. In addition, if an award becomes vested based on the achievement of performance measures or other performance objectives, then the period of time over which such achievement is measured cannot be less than one year.

The Compensation Committee may provide a participant with the right to receive dividend payments or dividend equivalent payments on shares subject to outstanding awards granted under the 2026 Plan. Such dividend payments or dividend equivalent payments are subject to vesting on the same terms as the underlying award, such that dividends or dividend equivalents are only paid to the extent an award vests.

Eligibility

Selected employees and directors of, and service providers to, the Company or its subsidiaries are generally eligible to become participants in the 2026 Plan, except that non-employees may not be granted incentive stock options. The Compensation Committee will determine the specific individuals who will be granted awards under the 2026 Plan and the type and amount of any such awards.

Stock Options and Stock Appreciation Rights

A stock option represents the right to purchase shares of Common Stock at an exercise price established by the Compensation Committee. The Compensation Committee may grant incentive stock options or non-qualified stock options to purchase stock at a specified exercise price. SARs entitle the participant to receive cash or stock equal in value to, or based on the value of, the amount by which the fair market value of a specified number of shares on the exercise date exceeds an exercise price established by the Compensation Committee. Each award must be pursuant to an award agreement setting forth the terms and conditions of the individual award. Stock option or SAR awards must expire no later than ten years from the date of grant (and no later than five years for incentive stock options granted to a person who beneficially owns 10% or more of the Common Stock).

The exercise price for each stock option and SAR may not be less than the fair market value of the Common Stock on the date the award is granted (or, if greater, the par value of a share). In addition, the exercise price of an incentive stock option granted to a person who beneficially owns 10% or more of the Common Stock at the time of grant, may not be less than 110% of the fair market value of the stock on the date the stock option is granted. The exercise price may, however, be higher or lower than the fair market value in the case of stock options and SARs granted in replacement of an existing award held by an employee or director of, or service provider to, a third party that is acquired by the Company or one of its subsidiaries. The exercise price may not be decreased after the date of grant nor may a stock option or SAR be surrendered to the Company as consideration for the grant of a replacement stock option with a lower exercise price, except as approved by the Company's shareholders, as adjusted for corporate transactions described above.

Stock options and SARs awarded under the 2026 Plan will be exercisable in accordance with the terms established by the Compensation Committee. Any incentive stock option granted under the 2026 Plan that fails to continue to qualify as an incentive

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stock option will be deemed to be a non-qualified stock option and the Compensation Committee may unilaterally modify any incentive stock option to disqualify it as an incentive stock option. Except as otherwise determined by the Compensation Committee, the exercise price of a stock option or SAR may be paid in cash, by personal, certified or cashiers' check, in shares of the Common Stock (valued at fair market value as of the day of exercise) either via attestation or actual delivery, by other property deemed acceptable by the Compensation Committee, by irrevocably authorizing a third party to sell shares of the Common Stock and remit a sufficient portion of the proceeds to the Company to satisfy the exercise price and any tax withholding resulting from such exercise price, by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the option and receive the net number of shares equal in value to the number of shares as to which the option is exercised, multiplied by a fraction, the numerator of which is the fair market value less the exercise price, and the denominator of which is the fair market value, or in any combination of the foregoing methods deemed acceptable by the Compensation Committee.

Stock Awards

A stock award is a grant of shares of the Common Stock or a right to receive shares of the Common Stock, an equivalent amount of cash or a combination thereof in the future. Such awards may include, but are not limited to, bonus shares, stock units, performance shares, performance units, restricted stock, restricted stock units or any other equity-based award as determined by the Compensation Committee. The specific performance measures, performance objectives or period of service requirements are set by the Compensation Committee in its discretion.

Acceleration

Any awards granted under the 2026 Plan may be subject to acceleration of vesting, to the extent permitted by the Compensation Committee and the 2026 Plan.

Forfeiture

Unless specifically provided to the contrary in the applicable award agreement, or as otherwise provided for by the Compensation Committee, if a participant's service is terminated for cause, or breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant in any agreement between the participant and the Company or a subsidiary, or where the Compensation Committee determines, in its discretion that the participant has engaged in Improper Conduct (as defined in the 2026 Plan), whether before or after the participant's termination of service, the participant will forfeit or pay the following to the Company:

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Clawback of Awards

All awards, amounts and benefits received under the 2026 Plan will be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company's Recovery Policy, and any other applicable Company clawback policy, as may be in effect from time to time, or any applicable law even if adopted after the 2026 Plan becomes effective.

Offset

The Company has the right to offset, from any amount payable or stock deliverable under the terms of the 2026 Plan, any amount the participant owes to the Company or any subsidiary without the consent of the participant or any individual with a right to the participant's award.

Change in Control

Unless otherwise provided in an award agreement or an employment, retention, change of control, severance or similar agreement with the Company, upon the occurrence of a change in control followed by a qualifying termination of employment ("double trigger"), unvested awards granted under the 2026 Plan that have been assumed or replaced by an acquirer shall vest. A qualifying termination includes a termination of participant's employment without cause during the 12-month period following a change in control. In addition, in the event an acquirer does not assume or replace awards under the 2026 Plan in connection with a change in control, the Compensation Committee retains the discretion to accelerate the vesting of such awards and cash out such awards at the time of a change in control. The 2026 Plan further provides that the payout level of awards that are subject to performance objectives that vest in connection with a change in control will be the greater of (a) the target level of payout, or (b) the estimated payout level at expected actual performance, as determined by the Compensation Committee.

For purposes of the 2026 Plan, a "change in control" generally will be deemed to occur when (i) any person (or persons acting as a group) acquires the beneficial ownership of more than 50% of the Common Stock of the Company, except that certain corporate restructurings involving current shareholders or members of the Company's controlling group generally will not be a change in control for purposes of the 2026 Plan, (ii) during any 12-month period, a majority of the Board members serving as of the 2026 Plan's effective date are replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, or (iii) any person or persons acting as a group acquires assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company.

Amendment and Termination

The Board may at any time amend or terminate the 2026 Plan or any award granted under the 2026 Plan, provided that no amendment or termination may impair the rights of any participant without the participant's written consent. The Board may not amend the provision of the 2026 Plan to materially increase the original number of shares that may be issued under the 2026 Plan (other than as provided in the 2026 Plan), materially increase the benefits accruing to a participant, or materially modify the requirements for participation in the 2026 Plan, without approval of shareholders. However, the Compensation Committee may amend the 2026 Plan or any award agreement at any time, retroactively or otherwise, to ensure that the 2026 Plan complies with current or future law without shareholder approval, and the Compensation Committee may unilaterally amend the 2026 Plan and any outstanding award, without participant consent, in order to avoid the application of, or to comply with, Section 409A of the Code, and applicable regulations and guidance thereunder.

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U.S. Federal Income Tax Considerations

The following is a summary of the U.S. federal income tax consequences that may arise in conjunction with participation in the 2026 Plan and does not contain a complete analysis of all the potential tax consequences relating to awards granted under the 2026 Plan, including state or local tax consequences.

Non-Qualified Stock Options.The grant of a non-qualified stock option generally will not result in taxable income to the participant. Except as described below, the participant generally will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares and the Company generally will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will generally be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options.Participants will not be deemed to recognize taxable income upon the grant or exercise of an Incentive Stock Option ("ISO"). If a participant makes no disqualifying disposition of the shares received upon exercise within the one-year period beginning after the transfer of such shares to the participant nor within two years from the date of grant of the ISO, and if the participant at all times from the date of the grant of the ISO to a date three months before the date of exercise has been an employee of the Company, any gain recognized on the disposition of the shares acquired upon exercise will be long-term capital gain. The difference between the fair market value of the shares at the time of exercise and the exercise price will, however, be an item of tax preference, and may subject a participant to the alternative minimum tax. The Company will not be entitled to any deduction with respect to the grant or exercise of the ISO or the transfer of shares acquired upon exercise.

If the participant makes a disqualifying disposition of the shares before the expiration of the one or two year holding periods described above, the participant will be deemed to have received taxable ordinary income at the time of such disposition to the extent that the fair market value of the shares at the time of exercise, or, if less, the amount realized on such disposition, exceeds the exercise price. To the extent that the amount realized on such disposition exceeds the fair market value of the shares at the time of exercise, such excess will be taxed as capital gain if the shares are otherwise a capital asset in the hands of the participant. To the extent the participant recognizes ordinary income on a disqualifying disposition of the shares, the Company may be entitled to a deduction for federal income tax purposes in an amount equal to the ordinary income recognized by the participant.

Stock Appreciation Rights. The grant of a SAR generally will not result in taxable income to the participant. Upon exercise of a SAR, the fair market value of shares received generally will be taxable to the participant as ordinary income and the Company will be entitled to a corresponding deduction. Gains and losses realized by the participant upon disposition of any such shares generally will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Stock Awards.A participant who has been granted a stock award generally will not realize taxable income at the time of grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject to restrictions that constitute a "substantial risk of forfeiture" for U.S. income tax purposes. Upon the later of delivery or vesting of shares subject to an award, the holder generally will realize ordinary income in an amount equal to the then fair market value of those shares and the Company generally will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares generally will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting.

Withholding of Taxes.The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Compensation Committee, participants may tender cash, have shares withheld from awards or may tender previously owned shares to the Company to satisfy tax withholding requirements. The shares withheld from awards may not be used to satisfy more than the individual statutory tax rate for each applicable tax jurisdiction.

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Section 280G of the Code.Any acceleration of the vesting or payment of awards under the 2019 Plan in the event of a change in control in the Company may cause part or all of the consideration involved to be treated as an "excess parachute payment" under Section 280G of the Code, subjecting the participant to a 20% excise tax, and preclude a deduction by the Company. The awards under the 2026 Plan are subject to limitations on vesting or payment if it is determined that the payments of such awards would be deemed to be excess parachute payments under Section 280G of the Internal Revenue Code. The limitation to a participant will be applied to reduce the payment or value of acceleration below the threshold for an excess parachute payment for a participant if such a reduction would result in an increase in the aggregate benefits to be provided to the participant on an after-tax basis.

Section 162(m) of the Code

Under Section 162(m) of the Code, the deduction for a publicly held corporation for otherwise deductible compensation to a "covered employee" (the chief executive officer, the chief financial officer and the next three most highly compensated executive officers (other than the chief executive officer or chief financial officer)) is limited to $1 million per year.

Plan Benefits

The number and types of future awards to be made pursuant to the 2026 Plan is subject to the discretion of the Compensation Committee and is not determinable at this time.

The following table sets forth the equity awards granted under the Prior Plan during 2025 to (i) each of our NEOs, (ii) all executive officers as a group, (iii) all current directors who are not executive officers as a group and (iv) all employees, including all current officers who are not executive officers, as a group:

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Equity Compensation Plans

The following table provides information as of December 31, 2025 regarding shares outstanding and available for issuance under our existing compensation plans.

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SEC regulations require publicly traded companies to conduct a separate shareholder advisory vote to approve the compensation of their Named Executive Officers ("NEOs"), as disclosed pursuant to the SEC's compensation disclosure rules, commonly referred to as a "say-on-pay" vote. In a non-binding advisory vote on the frequency of say-on-pay votes held at the Company's 2025 annual meeting of shareholders, shareholders voted in favor of conducting say-on-pay votes annually. In light of this result, and other factors considered by the Board, the Board determined that the Company would hold say-on-pay votes on an annual basis until the next advisory vote on such frequency, which will occur at the 2031 annual meeting of shareholders.

The overall objective of the Company's compensation programs has been to align NEO compensation with the success of meeting annual and long-range strategic operating and financial goals. The Compensation Committee and the Board believe that the Company's policies and procedures are effective in implementing the Company's Compensation Philosophy and achieving its goals, and that the compensation of the NEOs in 2025 reflects and supports these compensation policies and procedures.

In accordance with the requirements of the Dodd-Frank Act and the rules and regulations promulgated thereunder, the following resolution is submitted for shareholder approval:

"RESOLVED, that First Business Financial Services, Inc.'s shareholders approve, on an advisory basis, the compensation of the Company's NEOs, as described in the Company's proxy statement dated March 5, 2026."

Approval of this resolution requires that the number of votes cast in favor of the resolution at the Annual Meeting exceed the number of votes cast against it. While this say-on-pay vote is required, under SEC regulations, it is not binding on the Compensation Committee or the Board and may not be construed as overruling any decision by the Compensation Committee or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements. Abstentions and broker non-votes will not affect the voting results for this proposal.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes elements of the Company's compensation philosophy and explains the structure and rationale associated with each material component of the NEOs' compensation, providing important context for the more detailed disclosure tables and specific compensation amounts that follow this section.

The Company's NEOs for 2025 included the following individuals:

Compensation Governance

The Company is committed to maintaining a compensation program supported by strong corporate governance. The Compensation Committee meets regularly and in addition to each member's own business knowledge of best practices, it receives guidance on best practices and market trends from its independent compensation consultant.

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Alignment of Pay with Performance

Our executive compensation program supports long-term value creation. Approximately 50% of our CEO's total direct compensation and 40% of the compensation for the other NEOs is variable and at risk, tied to the achievement of rigorous performance metrics that are aligned with our strategic priorities and important to our shareholders.

A significant percentage of executive compensation opportunities are in the form of performance-based equity incentives. The executive officers' grants are delivered in a mix of approximately 60% in Performance Restricted Stock Units ("PRSUs") and 40% in Restricted Stock Units ("RSUs"). The Company believes PRSUs incentivize executive officers to drive long-term Company performance, thereby aligning the executive officers' interests with the long-term interests of shareholders. Within the 2025 compensation program, the PRSUs are measured 50% on Total Shareholder Return ("TSR") and 50% on Return on Average Tangible Common Equity ("ROATCE") and will cliff-vest after a three-year measurement period based on the Company's performance relative to a custom peer group.

The Bonus Plan for fiscal 2025 paid out at 134% of target. The payout reflects our strong performance across the key performance metrics (operating revenue, ROAA, efficiency ratio) which drive shareholder value and the Company's business strategy.

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Executive Compensation Program Overview

2025 Target Compensation at a Glance

Consistent with the Company's Compensation Philosophy, located on the Company's website at: https://ir.firstbusiness.bank/corporate-overview/corporate-governance/default.aspx, and guiding principles for determining overall executive compensation, the Compensation Committee does not target any particular percentile at which to align compensation. However, the Compensation Committee does use the peer group median as a reference point when making pay decisions. Although the median is used as a reference point, actual levels of pay depend on a variety of factors such as the overall professional experience, background, and performance of each NEO, the performance of the Company as compared to its key financial objectives over the prior fiscal year, as well as information provided by the compensation consultant.

The Company's compensation program utilizes a compensation mix of fixed and variable pay and includes base salary, annual cash bonuses and long-term equity awards; this mix provides a variety of time horizons to balance near-term and long-term strategic goals.

Role of the Compensation Committee

The primary purpose of the Compensation Committee is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company's executive officers. In establishing NEO compensation, the Compensation Committee measures the Company's performance compared to management's and the Board's goals and objectives, and also compares Company performance to that of the Company's peer group of financial institutions. The Compensation Committee believes that using the Company's performance as a factor in determining an NEO's compensation is effective in helping to align the NEO's interests with those of the Company's shareholders. With that in mind, the Compensation Committee focuses on key financial performance criteria such as revenue growth goals, operating profitability goals and goals related to strategic objectives, as determined by the Board. As part of the evaluation and review of these criteria, the Compensation Committee and Board will also take into account various subjective issues, such as the CEO's progress in furthering executive leadership development and succession planning, general economic conditions, and how those conditions may affect the Company's performance.

The Compensation Committee reviews the performance of the Company's CEO and determines and recommends to the Board for approval the salary, bonus and other compensation paid to him. The Compensation Committee relies upon the CEO's assessment of each NEO's individual performance other than his own, which considers the NEO's efforts in achieving their individual goals each year, managing and developing employees and the enhancement of long-term relationships with clients, if applicable to their position.

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Role of Independent Compensation Consultant

For 2025, the Compensation Committee engaged McLagan as its independent compensation consultant. McLagan supported the Committee through a series of strategic advisory engagements designed to strengthen compensation governance, prepare for leadership succession, and ensure competitive and performance-aligned compensation practices. The Compensation Committee's consultant regularly attends Compensation Committee meetings and attends executive sessions as requested by the Compensation Committee Chair. McLagan's work in 2025 included:

Peer Group Companies and Analysis

The Compensation Committee reviews compensation levels and design at peer companies as part of its decision-making process in order to understand how the Company's practices align with those of similarly-situated organizations. The Compensation Committee generally strives to establish compensation for its executive officers that is competitive with that of our peer companies, while also taking into consideration other factors such as additional competitive market data, the scope of particular job responsibilities, individual performance of the executive officer, internal pay equity and other factors. The Compensation Committee's determinations for executive officers are based on its review of such factors. Determinations are also informed by the experiences of the members of the Compensation Committee as well as input from, and peer group data, provided by McLagan.

For purposes of peer analysis in assessing performance, the Company utilizes a peer group that includes commercial banks with similar annual revenue. Given the ever-changing landscape within the banking industry, the Compensation Committee regularly reviews and recalibrates the group of banks used for this analysis as recommended by McLagan.

In 2024, the Compensation Committee engaged McLagan to conduct executive and non-employee director compensation market studies. A new peer group was approved reflecting a reference group of publicly traded bank holding companies with revenue between $90 and $280 million, which at the time was approximately one-half to two times the Company's size, a commercial lending concentration of at least 75%, headquarters in the continental United States (excluding some specific states and large metropolitan areas due to different market and compensation conditions), listed on a national exchange and a minimum of 0.50% ROAA for the current year and prior two years. This updated reference group had median revenue of $149 million at the time of the analysis, placing the Company at the 47th percentile of the group. Newly added peer companies are italicized in the table on the following page.

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The companies included in the peer group used for purposes of 2025 compensation decisions are as follows:

*CrossFirst Bankshares, Inc. was acquired in 2025 and Macatawa Bank Corporation was acquired in 2024. Both companies were included for 2025 compensation decisions.

Compensation Program Components

The Compensation Committee strives to provide an appropriate mix of compensation components, including finding a balance between current and long-term compensation and between cash and equity incentive compensation. Cash payments primarily are aligned with and reward more recent performance, while equity awards encourage the Company's executives to continue to deliver results over a longer period of time and also serve as a retention tool.

Compensation for the NEOs was allocated between base salary, annual incentive compensation, and longer-term awards as described below.

Base Salary

The Compensation Committee generally reviews the base salaries of the NEOs on an annual basis and also makes periodic adjustments in connection with promotions, market conditions or changes in position.

In determining 2025 NEOs' base salaries, the Compensation Committee reviewed base salaries paid to the officers in comparable positions in the Company's peer group, generally using the 50th percentile as a point of reference, and taking into consideration other factors such as scope of responsibility, level of experience and performance in the role. The salaries paid to our NEOs in 2025 based on the Compensation Committee's decisions are set forth below and in the Summary Compensation Table on page 47. All salaries became effective January 1, 2025.

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The Board approved an increase in Mr. Seiler's base salary to $600,000, effective January 1, 2026, to appropriately recognize his expanding responsibilities as the Company advances its planned CEO succession process. The other NEOs' base salaries will be reviewed and approved in 2026.

Annual Bonus Plan

The Compensation Committee typically determines eligibility for annual bonus payments using the parameters defined in the Company's Annual Bonus Plan (the "Bonus Plan"), which is a performance-based bonus plan for eligible officers and employees of the Company, including the NEOs. The Bonus Plan is formulaic and driven by clearly articulated performance measures. The Compensation Committee retains the right to apply discretion to modify the Bonus Plan or withhold payment at any time.

For 2025, the NEOs participating in the Bonus Plan earned cash bonuses based on the Company's achievement of a combination of three equally-weighted financial goals, as pre-established and measured by the Compensation Committee and the Board.

At the beginning of each year, the Compensation Committee approves threshold, target, and superior levels for each of the measures used in the Bonus Plan, based upon the expectations and strategies for each particular year.

Bonus payments under the Bonus Plan are determined by the formulas described below. As an additional safeguard, the Bonus Plan requires that the Company must meet one-half of the return on asset threshold before any bonus payment can be made based on performance on any criteria.

The following chart outlines the Company's performance measures that were used in the NEOs' bonus calculations. The bonus calculations for all NEOs were based 100% on the performance of the Company. Achievement with respect to each performance measure at the threshold level will result in a payout of 50% of the target value, at the target level will result in a payout of 100% of target, and at the superior level will result in a payout of 200% of target. If achievement with respect to a particular performance measure does not reach threshold level, then no portion of the bonus will be awarded with respect to such performance measure. Each performance measure is determined by straight-line interpolation for actual performance falling between threshold and target or target and superior levels.

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The specific performance metrics established with respect to the Company's 2025 performance include the following non-GAAP financial measures, which the Company believes are relevant measures to align employees' performance with profitability, growth and achievement of the Company's strategic objectives:

The adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess the Company's operating expenses in relation to its operating revenue by removing the volatility that is associated with certain one-time items and other discrete items.

The bonus formula provides for bonus payments of 0% to 200% of each executive officer's respective target bonus percentage, which is denominated as a percent of each executive officer's eligible salary. The specific target payout varies by executive officer. The target annual incentive opportunities for each position increased by 5% in 2025 to align with the market median for each position as reported in McLagan's Executive Compensation study in 2024.

After the end of fiscal 2025, the Compensation Committee determined the extent to which the performance goals were achieved and subsequently approved the award to each NEO for payment in 2026.

Long-Term Incentive Plan

The Long-Term Incentive Plan ("LTI Plan") was established to advance the interests of the Company's shareholders by enhancing the Company's ability to attract, retain and motivate employees who make or are expected to make important contributions to the Company by providing equity ownership opportunities and equity-based incentives, thereby aligning the interests of such persons with those of the shareholders. The LTI Plan is administered by the Compensation Committee and provides for the grant of equity ownership opportunities through incentive stock options and non-qualified stock options, restricted stock, restricted stock units, performance restricted stock units, and any other type of award permitted by the LTI Plan.

In 2025, the Company issued a mix of PRSUs and RSUs to its executive officers. The PRSUs cliff-vest after the end of a three-year measurement period based on the Company's TSR and ROATCE performance relative to a custom peer group. The PRSUs are intended to align long-term Company performance with executive officer pay by linking the ultimate payout to pre-established relative goals based on a formula. The RSUs vest ratably over a three-year period and serve as a strong retention tool for the Company's executive officers. The executive officers' grants are weighted approximately 60% in PRSUs and 40% in RSUs. The Company's executive officers

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are eligible to receive dividend equivalents with respect to PRSU and RSU grants made after January 2023 which will be paid at the time of vesting only if and to the extent the underlying PRSUs and RSUs vest.

Shares certified as earned by the Compensation Committee at the end of the performance period will be distributed in the calendar year following the end of the performance period. Per the holding requirements outlined in the Performance-Based Restricted Stock Unit Award Agreement, NEOs are required to hold at least 50% of vested shares issued under the agreement, generally for 12 months after vesting or until the end of employment, whichever is earlier. Additionally, until an NEO satisfies their share ownership target outlined in the Stock Ownership Guidelines and Share Retention Policy, they are required to retain 100% of their net shares received as the result of the exercise, vesting or payment of any equity awards granted to the NEO, but in no case less than 50% of the applicable shares.

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The targeted amount of the long-term incentive awarded for each of the NEOs is determined utilizing market data for similar positions within the industry as well as relative roles and responsibilities within the Company. The targeted value of the grant is determined as a percentage of their base salary and ranges from 30% to 50%. The following chart summarizes the equity awards made to each of the NEOs in 2025.

These equity awards are also listed in the Grant of Plan Based Awards on page 48 and the Outstanding Equity Awards at Fiscal Year End table on page 49.

2022-2024 LTI Plan Performance Results

For the PRSU grant made in 2022 with a three-year performance period ended December 31, 2024, the Compensation Committee determined that the performance goals were achieved at the following levels against relative performance of a custom peer group consisting of approximately 122 U.S.-based publicly listed banks with $1.5 billion to $5.0 billion in total assets at the beginning of the performance period. Shares were certified and approved on April 11, 2025. Final LTI Plan performance approved by the Compensation Committee is displayed below.

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Shares Earned Under the PRSU Award for the 2022-2024 Performance Period

Due to the Company's superior performance on both TSR and ROAE relative to the custom peer group, the NEOs earned 200% of the targeted amount and the number of shares earned under the PRSU awards below were delivered to the NEOs on April 11, 2025.

The PRSUs the Company granted to its executive officers in 2023 for the performance measurement period of 2023-2025 will be paid out in April 2026. As of the date of this proxy statement, the number of shares earned under that award is unknown due to the unavailability of final Relative ROATCE information. The Company intends to file a Current Report on Form 8-K disclosing the number of shares earned by the NEOs under the 2023 PRSU award once the information becomes available.

All Other Compensation and Perquisites. While the Compensation Committee reviews and monitors the level of other compensation offered to the NEOs, it typically does not adjust the level of benefits offered on an annual basis. The Compensation Committee does consider the benefits and perquisites offered to the NEOs in its evaluation of the total compensation received by each. It is the Compensation Committee's belief that perquisites for NEOs should be very limited in scope and value and reflective of similar perquisites from competitive employers both in the industry and the region. Due to this philosophy, the Company has generally provided nominal benefits to NEOs that are not available to other employees and plans to continue this approach in the future. The benefits offered in 2025 to the NEOs will continue for 2026. The perquisites received by the NEOs in 2025 are reported in the Summary Compensation Table on page 47.

Named Executive Officer Stock Ownership Guidelines

The Board has established the Stock Ownership Guidelines and Share Retention Policy (the "Policy") as another means by which to align the interests of the NEOs with those of the Company's shareholders. The share ownership target is based on a multiple of base salary for the CEO and NEOs as follows:

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Per the Policy, NEOs have five years from the later of the adoption of the Policy or their appointment to achieve the appropriate share ownership target. Until an NEO satisfies the share ownership target, they are required to retain 100% of net shares received as the result of the exercise, vesting or payment of any equity awards granted to the NEO, but in no case less than 50% of the applicable shares. NEOs are also required to comply with any holding requirements included in award agreements applicable to equity awards granted under the Company's equity plan and are expected to continuously own sufficient shares of Common Stock to meet the applicable share ownership target once achieved until the end of employment. All NEOs were in compliance with the Policy as of December 31, 2025.

Clawback Policies

The Company's 2019 Clawback Policy applies to all current and former executive officers. In the event of a material restatement of the Company's financial results, other than a restatement due to changes in accounting principles or applicable law or interpretations thereof, the Board will review the facts and circumstances that led to the requirement for the restatement and will take such actions, including clawback, as it deems necessary or appropriate. The Board will consider whether any executive officer received incentive compensation based on the original financial statements because it appeared they achieved financial performance targets which in fact were not achieved based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted improper conduct. The 2019 Clawback Policy also includes clawback provisions for incentive compensation in the event of improper conduct by the executive officer.

In 2023, the Company adopted the Executive Officer Compensation Recovery Policy (the "Recovery Policy"), which adheres to the listing standards of Nasdaq and the rules of the SEC. Under the Recovery Policy, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, the Company will recover the amount of any applicable incentive-based compensation received by an executive covered by the Recovery Policy during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. In adopting the Recovery Policy, the Company did not supersede the 2019 Clawback Policy, but instead preserved any rights it still has related to use the 2019 Clawback Policy that are in addition to those it has under the newer Recovery Policy. Additional details are available in the Recovery Policy posted on the website at https://ir.firstbusiness.bank/corporate-overview/corporate-governance/default.aspx.

No-Hedging and No-Pledging Provisions

The Company has adoptedan Insider Trading Policy ("Insider Trading Policy"), which governs the purchase and sale of our securities by all directors, officers, employees, consultants and contractors of the Company and members of their immediate families or households, in order to promote compliance with insider trading laws, rules and regulations, and the Nasdaq rules. The Company follows the principle that it cannot engage in transactions in its own securities while in possession of material nonpublic information, except in accordance with trading plans intended to satisfy the requirements of Rule 10b5-1(c) under the Exchange Act.

The Company's Insider Trading Policy includes provisions that prohibit all Section 16 Reporting Persons from hedging Company stock, from holding Company stock in a margin account and from pledging Company stock as collateral for a loan. All Section 16 Reporting Persons are currently in compliance with these provisions.

The full text of our Insider Trading Policy was filed as Exhibit 19to the 2025 Annual Report.

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Assessment of Compensation Risk

As a publicly traded financial institution, the Company must comply with several often overlapping layers of regulations when considering and implementing compensation-related decisions. These regulations do not set specific parameters within which compensation decisions must be made, but do require the Company and the Compensation Committee to be mindful of the risks that often go hand-in-hand with compensation programs designed to incentivize the achievement of better than average performance.

The Compensation Committee believes that a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily easily attainable, goals has always been a component of its overall assessment of the compensation plans, programs and arrangements it has established for the NEOs.

In addition to our cultural competencies, the Company engages in the following practices to ensure its executive compensation program is aligned with shareholders' interests and protects the Company against excessive risk taking:

In 2025, the Compensation Committee completed its thorough annual review of all compensation programs offered at the Company, including those described in this Compensation Discussion and Analysis, to determine whether any aspect of the plans or programs encourages excessive or unnecessary risk that would adversely affect the long-term value or performance of the Company. Based on the risk assessment process, the Compensation Committee concluded that the compensation plans and programs, considered individually and as a whole, do not encourage excessive risk-taking by NEOs or other employees, and are designed to encourage and reward decisions that create long-term shareholder value in a manner consistent with the Company's core values.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on review and discussion with management, the Compensation Committee recommended to the Board, and the Board approved, the inclusion of the Compensation Discussion and Analysis in this proxy statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Submitted by the members of the Compensation Committee:

Carla C. Chavarria, Compensation Committee Chair

Laurie S. Benson

W. Kent Lorenz

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee interlocking relationships as defined by the rules adopted by the SEC and no officer, former officer or employee of the Company is a member of the Compensation Committee.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of the NEOs for the years ended December 31, 2025, 2024, and 2023:

All Other Compensation

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Grant of Plan-Based Awards

The following table shows grants of plan-based awards made in 2025. Equity and non-equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires.

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2019 Equity Incentive Plan. The First Business Financial Services, Inc. 2019 Equity Incentive Plan, as amended from time to time, (the "2019 Plan") is intended to advance the interests of the Company's shareholders by enhancing the Company's ability to attract, retain and motivate persons who make or are expected to make important contributions to the Company, its subsidiaries or affiliates. The Compensation Committee believes that equity awards serve to align the NEOs' interests with the interests of shareholders. Under the 2019 Plan, the Company may issue a wide variety of forms of equity incentives, as deemed appropriate by the Compensation Committee. The Compensation Committee typically grants equity awards to each NEO on an annual basis as part of the overall performance appraisal process. The Compensation Committee grants equity awards to encourage the NEOs to stay with, and maximize the performance of, the Company over the long-term and to discourage excessive focus on short-term metrics at the expense of the long-term health of the organization.

Additional information regarding the types of awards granted under the 2019 Plan, vesting terms, and dividend equivalents is discussed in the Long-Term Incentive Plan and Potential Payments Upon Termination or Change in Control sections.

Annual Bonus Plan. The Bonus Plan provides opportunities for bonus payments based on the Company's performance as measured by revenue growth goals, operating profitability goals and goals relating to strategic objectives as further described on page 39.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information on outstanding stock awards held by the NEOs at December 31, 2025.

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Option Exercises and Stock Vested in 2025

The following table sets forth information concerning the vesting of stock awards in 2025 by the NEOs.

Pension Benefits

Mr. Chambas is the only NEO entitled to a defined pension benefit, which is payable pursuant to Mr. Chambas' Second Amended and Restated Agreement. Under his agreement, Mr. Chambas is eligible to receive an "Early Retirement Benefit" (as defined in the section below titled "Corey A. Chambas Employment Agreement") because he provided one year's written notice of his early retirement, and he also would have become eligible to receive the "Normal Retirement Benefit" (as defined in the section below titled "Corey A. Chambas Employment Agreement") if he continued to provide services to the Company and/or FBB until the age of 65. A description of the Early Retirement Benefit and Normal Retirement Benefit (including details of the calculation thereof) can be found in the section titled "Corey A. Chambas Employment Agreement."

Pension Benefit Table for 2025

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The Company has entered into an employment agreement with Mr. Chambas providing for various payments and benefits in the event of a change in control and certain terminations of employment. The remainder of our NEOs have entered into change in control agreements with the Company providing for various payments and other benefits in the event of certain terminations of employment following a change in control. Additionally, all the NEOs have received equity grants pursuant to the 2019 Plan that contain vesting provisions that are triggered upon a change of control of the Company and/or certain terminations of employment. The below describes and illustrates those various arrangements and the effect of a termination of employment and/or change in control upon amounts payable under those arrangements.

Corey A. Chambas Employment Agreement

Mr. Chambas is party to an employment agreement pursuant to which he serves as the CEO of the Company. His employment agreement was last amended and restated as of February 3, 2023 ("Agreement"). Following a termination of his employment, the Agreement provides Mr. Chambas with severance or retirement benefits, as determined based on the facts and circumstances surrounding his termination, as described below.

Normal Retirement Benefit. Upon a termination of employment, other than a termination by the Company and/or FBB for cause, on or after the date Mr. Chambas attains the age of 65, the Company and/or FBB will be obligated to pay Mr. Chambas the normal retirement benefit annually for ten years. The amount of the normal retirement benefit is equal to the greatest of the "Normal Retirement Benefit" (as defined below) as calculated for the year of retirement and each of the immediately preceding three years (all years, a "calculation year"). The "Normal Retirement Benefit" means the amount for each calculation year equal to 60% of the aggregate of: (i) Mr. Chambas' then-current annual base salary for the calculation year plus, (ii) the greater of (x) his target bonus for the calculation year, (y) the average of his actual bonuses for the two years preceding the calculation year, or (z) the average of his actual bonuses for the three years preceding the calculation year. Because he is not yet 65 years old, Mr. Chambas is not yet eligible to receive the Normal Retirement Benefit. Because Mr. Chambas' upcoming retirement in May 2026 will occur prior to his reaching age 65, he will not be entitled to this benefit.

Early Retirement Benefit. The Agreement also provides for an "Early Retirement Benefit" (as defined below) upon Mr. Chambas' retirement prior to age 65. In order to elect the Early Retirement Benefit, Mr. Chambas must provide the Company and/or FBB with at least one year's prior written notice of his early retirement, which he has done. Following his early retirement date, the Company and/or FBB will be obligated to pay Mr. Chambas an Early Retirement Benefit annually for ten years. The amount of the Early Retirement Benefit is equal to the Normal Retirement Benefit multiplied by a fraction, the numerator of which is the number of consecutive years Mr. Chambas has been employed with the Company and/or FBB as of his early retirement and the denominator of which is 34. As of December 31, 2025, Mr. Chambas had been employed with the Company and/or FBB for 32 consecutive years.

Involuntary Termination Benefit. Because Mr. Chambas is now eligible for the Early Retirement Benefit, if his employment is terminated by the Company other than for cause before he becomes eligible for the Normal Retirement Benefit and at any time prior to a change in control or more than two years after a change in control then he will be entitled to the Early Retirement Benefit in lieu of any severance. The benefit will be paid to Mr. Chambas annually for ten years following his termination of employment.

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Change in Control Benefit. Mr. Chambas is entitled to a change in control benefit if, within two years after a change in control of the Company and/or FBB, one of the following occurs:

The amount of the benefit payable to Mr. Chambas will be equal to the Early Retirement Benefit or Normal Retirement Benefit that would otherwise be due if Mr. Chambas had elected to retire as of the date of his termination. The change in control benefit is further subject to a provision that is intended to ensure that no payments to Mr. Chambas will be nondeductible to the Company and/or FBB pursuant to Section 280G of the Internal Revenue Code.

Death and Disability Benefits. The Agreement also provides for death and disability benefits. In the event Mr. Chambas dies or becomes disabled while employed by the Company and/or FBB, the Company and/or FBB will pay to Mr. Chambas or his beneficiary or estate a benefit annually for ten years. The amount of the death and disability benefit is equal to the Early Retirement Benefit or the Normal Retirement Benefit Mr. Chambas would have received, had he retired the day before his death or disability.

Restrictive Covenants. Under the Agreement, Mr. Chambas is prohibited from competing with the Company and/or FBB or any of its affiliates and from soliciting their employees for a period of two years after the termination of his employment. In determining whether payments due in connection with a change in control are parachute payments, the Company and/or FBB may assign a value to these restrictive covenants and such value could be excluded from the amounts that are deemed to be parachute payments subject to Internal Revenue Code Section 280G.

Consulting Services. The Agreement also provides that, if Mr. Chambas' termination of employment results from anything other than his death, disability, or a termination by the Company for cause, he will provide consulting services to the Company and/or FBB. In any case where Mr. Chambas is receiving either the Early Retirement Benefit or the Normal Retirement Benefit, he will be obligated to provide consulting services for the duration of the payment period for such benefits. In all other cases, Mr. Chambas will be required to provide the consulting services for a period of two years following his termination of employment. Mr. Chambas will receive $5,000 per year for performing the consulting services.

Change in Control Agreements (All NEOs other than Mr. Chambas)

As is more fully described below, all the NEOs except for Mr. Chambas, are subject to change in control agreements with the Company which are described below. For purposes of this section only, NEOs refers to all of the NEOs except for Mr. Chambas. These change in control agreements were in effect on December 31, 2025, and provide for payments and benefits to a terminating NEO following a change in control of the Company. Benefits under the change in control agreement are triggered by a change in control of the Company and the agreement requires the Company to make payment of severance benefits to an NEO if, within 12 calendar months of a change in control of the Company, the NEO's employment is terminated by the Company without cause or the NEO resigns due to a mandatory relocation in excess of 100 miles from the NEO's principal job location or a material reduction in the NEO's base salary, authorities, duties or responsibilities ("good reason").

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If the NEO becomes entitled to severance benefits, the Company is obligated to pay to and provide them with:

Additionally, an NEO is prohibited from competing with the Company or any of its affiliates, and from soliciting their employees, for a period of one or two years after the termination of their employment.

The severance benefits are subject to potential reduction if it is determined that the payments of such benefits would be deemed to be excess parachute payments under Section 280G of the Internal Revenue Code. The amount of the severance benefits will be reduced below the threshold for an excess parachute payment if such a reduction would result in an increase in the aggregate benefits to be provided on an after-tax basis, to the executive.

RSAs and RSUs

As of December 31, 2025, the NEOs held unvested RSAs and RSUs granted under the 2019 Plan. Upon an NEO's termination of employment due to death or disability, they will become fully vested in their RSAs or RSUs. All RSAs or RSUs granted prior to 2023 will become fully vested upon either (i) a change in control if the NEO is still employed at such time or (ii) upon a change of control if the NEO's employment terminated within the 30-day period prior to the change in control and such termination was not due to a termination for cause or the NEO's voluntary resignation. For RSAs and RSUs granted in 2022 and after, such RSAs and RSUs will become fully vested upon the NEO's termination of employment without cause within the 24-month period following a change in control. For RSUs granted in 2023 and after, upon an NEO's retirement (generally, an NEO who is age 60 with 10 years of service who has provided the CEO or Board at least one year advance notice of their retirement), any unvested RSUs which are granted more than one year prior to such a retirement will continue to vest after such retirement.

RSAs or RSUs are forfeited upon the NEO's termination of employment for reasons other than those described above.

PRSUs

As of December 31, 2023, the NEOs held unvested PRSUs granted under the 2019 Plan. PRSUs will vest on a prorated basis as of the date of death or disability. PRSUs will become fully vested upon the NEO's termination of employment without cause within the 24-month period following a change in control. Further, upon the NEO's retirement (generally, an NEO who is age 60 with 10 years of service who has provided the CEO or Board at least one year advance notice of their retirement), any unvested PRSUs which are granted more than one year prior to such a retirement will continue to vest after such retirement.

PRSUs are forfeited upon the NEO's termination of employment for reasons other than those described above.

Potential Payments and Benefits

The following tables set forth information concerning potential payments and benefits under the Company's compensation programs and benefit plans to which the NEOs, whose benefits are described on the previous page, could be entitled upon the NEO's termination

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of employment or a change in control of the Company. The tables assume a change in control and termination date (to the extent applicable) of December 31, 2025, and a price per share of $54.30, the closing price of the Company's Common Stock on December 31, 2025. The NEOs' employment agreement, change in control agreements and the 2019 Plan may limit the amount payable in the event of a change in control of the Company to the extent any payments would constitute an "excess parachute payment" under Internal Revenue Code Section 280G, but the following tables do not show any reduction in benefits due to such a limitation. The amounts shown in the following tables also assume that in a change of control, the acquiring or surviving company would have assumed all outstanding and unvested equity awards.

Corey A. Chambas (Chief Executive Officer)(1)

Brian D. Spielmann (Chief Financial Officer)(1)