Byline Bancorp, INC. 8-K Filing

Ticker: BY · Form: 8-K · Filed: Aug 7, 2025 · CIK: 1702750

Sentiment: neutral

Filing Stats: 1,767 words · 7 min read · ~6 pages · Grade level 11 · Accepted 2025-08-07 16:07:27

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 7, 2025, Byline Bancorp, Inc. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") with certain institutional accredited investors and qualified institutional buyers (the "Purchasers") pursuant to which the Company sold and issued $75.0 million in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes to redeem $75.0 million of outstanding 6.000% Fixed-to-Floating Subordinated Notes due 2030. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes have a stated maturity of August 15, 2035 and are redeemable by the Company, at its option, in whole or in part, on or after August 15, 2030, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 6.875% per year, from and including August 7, 2025 to, but excluding August 15, 2030 or earlier redemption date. From and including August 15, 2030 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month term secured overnight financing rate ("SOFR"), plus 322 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Se

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 7, 2025, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished as Exhibit 99.1 to this Report. In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.2 to this Report. The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This communication contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, made through the use of words or phrases such as may'', might'', should'', could'', predict'', potential'', believe'', expect'', continue'', will'', anticipate'', seek'', estimate'', intend'', plan'', projection'', would'', annualized'', "target" and outlook'', or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements involve estimates and known and unknown risks, and reflect various assumptions and involve elements of subjective judgment and analysis, which may or may not prove to be correct, and which are subject to uncertainties and contingencies outside the control of Byline and its respective affiliates, dire

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of August 7, 2025, by and between Byline Bancorp, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Forms of 6.875% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto). 10.1 Form of Subordinated Note Purchase Agreement, dated as of August 7, 2025, by and among Byline Bancorp, Inc. and the Purchasers. 10.2 Form of Registration Rights Agreement, dated as of August 7, 2025, by and among Byline Bancorp, Inc. and the Purchasers. 99.1 Press Release of Byline Bancorp, Inc., dated August 7, 2025. 99.2 Investor Presentation of Byline Bancorp, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BYLINE BANCORP, INC. Date: August 7, 2025 By: /s/ Robert R. Herencia Name: Roberto R. Herencia Title: Executive Chairman and CEO

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