UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2022
BYLINE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-38139 | | 36-3012593 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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180 North LaSalle Street, Suite 300 | | |
Chicago, Illinois | | 60601 |
(Address of Principal Executive Offices) | | (Zip Code) |
(773) 244-7000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | BY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02. | Results of Operations and Financial Condition. |
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On July 28, 2022, Byline Bancorp, Inc., (“Byline" or the "Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
On July 28, 2022, the Company made available on its website a slide presentation regarding the Company’s second quarter 2022 financial results, which will be used as part of a publicly accessible conference call on July 29, 2022. A copy of the slide presentation is attached as Exhibit 99.2 and is incorporated herein by reference.
The information included in Item 2.02 this Current Report on Form 8-K (including the information in the attached exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02(b), (c). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Lindsay Corby as Chief Financial Officer; Appointment of Thomas J. Bell III as Chief Financial Officer and Maria Sherylle A. Olano as Chief Accounting Officer
On July 28, 2022, Byline and its wholly-owned subsidiary, Byline Bank, announced that, Thomas J Bell, III, currently Senior Vice President, Treasurer, and a member of Byline's executive leadership team, will succeed Lindsay Corby as Chief Financial Officer, effective August 15, 2022. Ms. Corby, an executive officer of Byline and Byline Bank since its recapitalization in 2013, is leaving the company to pursue an opportunity at a financial services company outside of the banking industry. There are no disagreements between Ms. Corby and the Company or Byline Bank, and her departure is not related to the operations, policies or practices of the Company or Byline Bank or any issues regarding accounting policies or practices. She will continue with the Company to support the transition of her duties until her departure in early September 2022.
Further, Byline announced that Ms. Maria Sherylle A. Olano, currently Senior Vice President, Corporate Controller of Byline Bank, will also assume the title of Senior Vice President, Chief Accounting Officer of the Company and Byline Bank effective August 15, 2022.
There are no arrangements or understandings required to be disclosed pursuant to Item 401(b) of Regulation S-K or family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. Similarly, there are no transactions with related persons required to be disclosed pursuant to Item 404(a) of Regulation S-K involving Mr. Bell or Ms. Olano.
A copy of the press release announcing Chief Financial Officer Transition Plan is included as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
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
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risks, and reflect various assumptions and involve elements of subjective judgement 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, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication.
No representations, warranties or guarantees are or will be made by Byline as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain based on reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication.
Certain risks and important factors that could affect Byline’s future results are identified in our Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Any forward-looking statement speaks only as of the date on which it is made, and Byline undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise unless required under the federal securities laws.
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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.
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| | | | BYLINE BANCORP, INC. |
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Date: July 28, 2022 | | | | By: | /s/ Roberto R. Herencia |
| | | | Name: | Roberto R. Herencia |
| | | | Title: | Executive Chairman and Chief Executive Officer |
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