Form 8-K
8-K — BYLINE BANCORP, INC.
Accession: 0001193125-26-236809
Filed: 2026-05-22
Period: 2026-05-22
CIK: 0001702750
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — by-20260522.htm (Primary)
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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): May 22, 2026
BYLINE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-38139
36-3012593
(Commission
File Number)
(I.R.S. Employer
Identification No.)
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:
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. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
As previously disclosed, on May 26, 2023, Byline Bancorp, Inc. (the “Company”) entered into a Second Amended and Restated Term Loan and Revolving Credit Agreement with CIBC Bank USA (the “Lender”). As also previously disclosed, on May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “First Amendment") with the Lender, which was effective May 26, 2024, and provided for (1) the renewal of the revolving line-of- credit facility of up to $15,000,000, and (2) extending its maturity date to May 25, 2025. As further previously disclosed, on May 21, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “Second Amendment”) with the Lender, which was effective May 25, 2025, and provided for (1) the renewal of the revolving line-of-credit of up to $15,000,000, and (2) extending its maturity date to May 24, 2026.
On May 22, 2026, the Company entered into the Third Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “Third Amendment”) with the Lender, which was effective May 24, 2026, and provides for (1) the renewal of the revolving line of credit facility of up to $15,000,000, and (2) extending its maturity date to May 23, 2027.
The foregoing description of the Third Amendment is only a brief summary and is qualified in its entirety by the complete terms of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1
Third Amendment to Second Amended and Restated Term Loan and Revolving Credit Agreement, dated May 22, 2026, but effective May 24, 2026, by and between Byline Bancorp, Inc. and CIBC Bank USA
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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.
BYLINE BANCORP, INC.
Date: May 22, 2026
By:
/s/ Robert R. Herencia
Name:
Roberto R. Herencia
Title:
Executive Chairman and CEO
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EXHIBIT 10.1
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND
REVOLVING CREDIT AGREEMENT is dated May 22 , 2026, but effective May 24, 2026 (the "Third Amendment"), and is by and between Byline Bancorp, Inc., a Delaware corporation ("Borrower"), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the "Lender"), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.
RECITALS:
A.
The Borrower and the Lender have heretofore executed a Second Amended and Restated Revolving Credit Agreement dated May 26, 2023 (as amended from time to time, collectively, the "Loan Agreement"), which may be further amended from time to time, and the Borrower (and if applicable, certain third parties) has executed a Negative Pledge Agreement dated October 11, 2018, as amended by First Amendment thereto dated October 9, 2020, and as amended by Second Amendment thereto dated May 26, 2023, a Tenth Amended Revolving Note dated May 25, 2025, a Term Note dated May 26, 2023 (since paid off), and such other documents which may or may not be identified in the Loan Agreement and certain other related documents (collectively, together with the Loan Agreement, the "Loan Documents"), setting forth the terms and conditions upon which the Borrower may obtain loans from time to time as provided by (a) a revolving line-of-credit facility (the "Revolving Loans") in the principal amount of up to Fifteen Million and 00/100ths Dollars ($15,000,000.00), and (b) a term loan facility (the "Term Loan") in the principal amount of up to Twenty Million and 00/l00ths Dollars ($20,000,000.00) (since paid off), as may be amended from time to time.
B.
The Borrower has requested and the Lender has agreed to extend the maturity date of the Revolving Loans and to make certain modifications to the Loan Agreement and Loan Documents as described below.
C.
The Lender has agreed to such modifications, but only on the terms and conditions outlined in this Third Amendment.
AGREEMENTS:
1.
Section 1.1, Definitions, of the Loan Agreement is hereby amended by deleting the definition of "Revolving Loan Maturity Date" and replacing it as follows:
""Revolving Loan Maturity Date" means the earlier to occur of May 23, 2027, or the Termination Date."
The Borrower has executed a Eleventh Amended Revolving Note to reflect that the Revolving Loan Maturity Date is May 23, 2027.
2.
Conflicts. In the event of a conflict between the terms and conditions or the definitions of terms in the Loan Agreement, the other Loan Documents and the terms and conditions or the definitions of said terms provided herein, the terms and conditions and the definition of said terms as provided herein shall control. Terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement and the other Loan Documents.
3.
Effectiveness of Prior Documents. Except as specifically modified hereby, the Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms. All warranties and representations contained in the Loan Agreement and the other Loan Documents shall be
2394589vl
deemed remade and affirmed as of the date hereof by the Borrower, except any and all references to the Loan Agreement in such representations, warranties and covenants shall be deemed to include the Loan Agreement as amended by this Third Amendment. All collateral previously provided to secure the Loan Agreement continues as security, and all guaranties, if any, guaranteeing obligations under the Loan Documents remain in full force and effect. This is a Third Amendment, not a novation.
4.
Preconditions of Effectiveness. This Third Amendment shall become effective only upon the execution by the Borrower and the Lender, and approval by any other third party required by the Lender.
5.
No Waiver of Defaults; Warranties. This Third Amendment shall not be construed as or be deemed to be a waiver by the Lender of existing defaults by the Borrower, whether known or undiscovered. All agreements, representations and warranties made herein shall survive the execution of this Third Amendment.
6.
Counterparts. This Third Amendment may be signed in any number of counterparts, each of which shall be construed an original, but when taken together shall constitute one document.
7.
Authorization. The Borrower represents and warrants that the execution, delivery and performance of this Third Amendment and the documents referenced herein are within the powers and authority of the Borrower and have been duly authorized by all necessary action and do not and will not contravene or conflict with the Articles of Incorporation or Bylaws of the Borrower.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
Dated: May 22 , 2026.
BORROWER:
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation
By:/s/ Alberto J. Paracchini
Name/ Title: Alberto Paracchini, President
NEGATIVE PLEDGE AFFIRMATION AND CONSENT
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation, its capacity as Borrower under the Negative Pledge Agreement, as may be amended, hereby consents to and agrees to the terms of the foregoing Third Amendment, as of the day and year first above written.
BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation
By: /s/ Alberto J. Paracchini
Name/ Title: Alberto Paracchini, President
ACCEPTED AND AGREED TO: LENDER:
CIBC BANK USA
By: /s/ Kurt H. Biese
Name: Kurt H. Biese
Title: Managing Director
[SIGNATURE PAGE OF THIRD AMENDMENT]
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