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What changed in BYLINE BANCORP, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BYLINE BANCORP, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+713 added−746 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in BYLINE BANCORP, INC.'s 2025 10-K

713 paragraphs added · 746 removed · 590 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

100 edited+22 added−41 removed154 unchanged
This framework may materially affect our growth potential and financial performance and is intended primarily for the protection of depositors, customers, federal deposit insurance funds and the banking system as a whole, not for the protection of our stockholders and creditors. Any change in applicable laws or regulations, whether by the FDIC, the FRB, the IDFPR or the U.S.
This framework may materially affect our growth potential and financial performance and is intended primarily for the protection of depositors, customers, federal deposit insurance funds and the banking system as a whole, and not for the protection of our stockholders and creditors. Any change in applicable laws or regulations, whether by the FDIC, the FRB, the IDFPR or the U.S.
In part, CIRCIA requires the CISA to develop and issue regulations requiring covered entities to report to the CISA within 72 hours from the time an entity reasonably believes a covered cyber incident occurred and within 24 hours of making any ransom payments made as a result of a ransomware attack.
In part, CIRCIA requires CISA to develop and issue regulations requiring covered entities to report to CISA within 72 hours from the time an entity reasonably believes a covered cyber incident occurred and within 24 hours of making any ransom payments made as a result of a ransomware attack.
The CISA is required to complete mandatory rulemaking activities before the reporting requirements go into effect. It is possible, but not yet confirmed, that banks could be subject to CIRCIA. In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data.
CISA is required to complete mandatory rulemaking activities before the reporting requirements go into effect. It is possible, but not yet confirmed, that banks could be subject to CIRCIA. In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data.
Although we and Byline Bank qualify for exemption under the final rule, the Volcker Rule would not significantly affect the operations of us and our subsidiaries, as we do not have any significant engagement in the businesses covered by the Volcker Rule.
Although we and Byline Bank presently qualify for exemption under the final rule, the Volcker Rule would not significantly affect the operations of us and our subsidiaries, as we do not have any significant engagement in the businesses covered by the Volcker Rule.
The following charts outline the composition of our loan and lease and deposit portfolios as of December 31, 2024: 4 Table of Contents Acquisitions Our ability to engage in certain merger or acquisition transactions depends on a number of factors, including opportunities in our market areas, access to capital, our bank regulators' views at the time as to the capital levels, quality of management and our overall financial condition, in addition to their assessment of a variety of other factors, including our compliance with laws and regulations.
The following charts outline the composition of our loan and lease and deposit portfolios as of December 31, 2025: 4 Table of Contents Acquisitions Our ability to engage in certain merger or acquisition transactions depends on a number of factors, including opportunities in our market areas, access to capital, our bank regulators' views at the time as to the capital levels, quality of management and our overall financial condition, in addition to their assessment of a variety of other factors, including our compliance with laws and regulations.
Under the final rule, banks with over $2 billion in total assets as of December 31 in either of the prior two calendar years, such as Byline Bank, will be required to be evaluated under the new "Retail Lending Test," the new "Retail Products and Services Test," the new "Community Development Financing Test" and the new "Community Development Services Test," but banks of all sizes will maintain the option to elect to be evaluated under a strategic plan with the final rule updating the standards for obtaining approval for such plan.
Under the final rule, banks with over $2 billion in total assets as of December 31 in either of the prior two calendar years, such as Byline Bank, are required to be evaluated under the new "Retail Lending Test," the new "Retail Products and Services Test," the new "Community Development Financing Test" and the new "Community Development Services Test," but banks of all sizes maintain the option to elect to be evaluated under a strategic plan with the final rule updating the standards for obtaining approval for such plan.
Permissible Activities for Bank Holding Companies In general, the BHCA limits the business of bank holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto, which include certain activities relating to extending credit or acting as an investment or financial advisor.
Permissible Activities for Bank Holding Companies In general, the BHCA limits the business of bank holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto, which include, among other things, certain activities relating to extending credit or acting as an investment or financial advisor.
A bank will be (i) "well capitalized" if the institution has a total risk-based capital ratio of 10% or greater, a CET1 capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8% or greater and a leverage ratio of 5% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure;(ii) "adequately capitalized" if the institution has a total risk-based capital ratio of 8% or greater, a CET1 capital ratio of 4.5% or greater, a Tier 1 risk- based capital ratio of 6% or greater and a leverage ratio of 4% or greater and is not "well capitalized;" (iii) "undercapitalized" if the institution has a total risk-based capital ratio that is less than 8%, a CET1 capital ratio less than 4.5%, a Tier 1 risk-based capital ratio 11 Table of Contents of less than 6% or a leverage ratio of less than 4%; (iv) "significantly undercapitalized" if the institution has a total risk-based capital ratio of less than 6%, a CET1 capital ratio less than 3%, a Tier 1 risk-based capital ratio of less than 4% or a leverage ratio of less than 3%; and (v) "critically undercapitalized" if the institution’s tangible equity is equal to or less than 2% of average quarterly tangible assets.
A bank will be (i) "well capitalized" if the institution has a total risk-based capital ratio of 10% or greater, a CET1 capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8% or greater and a leverage ratio of 5% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure;(ii) "adequately capitalized" if the institution has a total risk-based capital ratio of 8% or greater, a CET1 capital ratio of 4.5% or greater, a Tier 1 risk- based capital ratio of 6% or greater and a leverage ratio of 4% or greater and is not "well capitalized"; (iii) "undercapitalized" if the institution has a total risk-based capital ratio that is less than 8%, a CET1 capital ratio less than 4.5%, a Tier 1 risk-based capital ratio of less than 6% or a leverage ratio of less than 4%; (iv) "significantly undercapitalized" if the institution has a total risk-based capital ratio of less than 6%, a CET1 capital ratio less than 3%, a Tier 1 risk-based capital ratio of less than 4% or a leverage ratio of less than 3%; and (v) "critically undercapitalized" if the institution’s tangible equity is equal to or less than 2% of average quarterly tangible assets.
In addition to our traditional commercial banking business, we provide small ticket equipment leasing solutions through Byline Financial Group, a wholly-owned subsidiary of Byline Bank, headquartered in Bannockburn, Illinois with sales offices in Illinois, and sales representatives in Illinois, Michigan, New Jersey, and New York. We participate in U.S. government guaranteed lending programs and originate U.S. government guaranteed loans.
In addition to our traditional commercial banking business, we provide small ticket equipment leasing solutions through Byline Financial Group, a wholly-owned subsidiary of Byline Bank, headquartered in Bannockburn, Illinois with sales offices in Illinois, and sales representatives in Illinois and New York. We participate in U.S. government guaranteed lending programs and originate U.S. government guaranteed loans.
Doran was General Counsel at Republic First Bancorp, Inc. and Republic Bank from 2023 to 2024. He also served as General Counsel and Corporate Secretary for Investors Bancorp, Inc. and Investors Bank from 2015 to 2022. Mark Fucinato, 68, became Executive Vice President and Chief Credit Officer for Byline and Byline Bank in August 2020.
Doran was General Counsel at Republic First Bancorp, Inc. and Republic Bank from 2023 to 2024. He also served as General Counsel and Corporate Secretary for Investors Bancorp, Inc. and Investors Bank from 2015 to 2022. Mark Fucinato, 69, became Executive Vice President and Chief Credit Officer for Byline and Byline Bank in August 2020.
Generally, Sections 23A and 23B of the Federal Reserve Act limit the extent to which our bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of our bank’s capital stock and surplus, limits the aggregate amount of all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and requires those transactions to be on terms at least as favorable to our bank as if the transaction were conducted with an unaffiliated third party.
Generally, Sections 23A and 23B of the Federal Reserve Act limit the extent to which our bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of our bank’s capital stock and surplus, limit the aggregate amount of all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and require those transactions to be on terms at least as favorable to our bank as if the transaction were conducted with an unaffiliated third party.
Under the Illinois Banking Act, our bank may generally engage in all usual banking activities, including, among other things, accepting deposits; lending money on personal and real estate security; issuing letters of credit; buying, discounting, and negotiating 8 Table of Contents promissory notes and other forms of indebtedness; buying and selling foreign currency and, subject to certain limitations, certain investment securities; engaging in certain insurance activities and maintaining safe deposit boxes on premises.
Under the Illinois Banking Act, our bank may generally engage in all usual banking activities, including, among other things, accepting deposits; lending money on personal and real estate security; issuing letters of credit; buying, discounting, and negotiating promissory notes and other forms of indebtedness; buying and selling foreign currency and, subject to certain limitations, certain investment securities; engaging in certain insurance activities and maintaining safe deposit boxes on premises.
Our chief operating decision makers evaluate our business and operations using consolidated information for purposes of allocating resources and assessing performance. Refer to Note 26—Segment Information of the notes to our audited Consolidated Financial Statements contained in Item 8 of this report for additional information.
Our chief operating decision makers evaluate our business and operations using consolidated information for purposes of allocating resources and assessing performance. Refer to Note 26—Segment Information of the notes to our audited Consolidated Financial Statements contained in Part II, Item 8 of this report for additional information.
Brogan Ptacin, 64, became Executive Vice President and Head of Commercial Banking for Byline Bank in January 2019. Prior to that, Mr. Ptacin served as a Managing Director of First Bank & Trust since 2009 until First Bank & Trust was acquired by Byline in 2018.
Brogan Ptacin, 65, became Executive Vice President and Head of Commercial Banking for Byline Bank in January 2019. Prior to that, Mr. Ptacin served as a Managing Director of First Bank & Trust since 2009 until First Bank & Trust was acquired by Byline in 2018.
The FDIC has the authority to increase insurance assessments and published a final rule on October 24, 2022 to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began in the first quarterly assessment period of 2023.
The FDIC has the authority to increase insurance assessments and published a final rule in October 2022 to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began in the first quarterly assessment period of 2023.
As of December 31, 2024, the CRE group had $1.2 billion in loans outstanding. Sponsor finance . Our sponsor finance group provides senior secured financing solutions to private equity backed lower middle market companies throughout the U.S. with earnings before interest, tax, depreciation and amortization generally between $2.0 million and $10.0 million.
As of December 31, 2025, the CRE group had $1.4 billion in loans outstanding. Sponsor finance . Our sponsor finance group provides senior secured financing solutions to private equity backed lower middle market companies throughout the U.S. with earnings before interest, tax, depreciation and amortization generally between $2.0 million and $10.0 million.
These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, restrict our ability to raise interest rates on extensions of credit and subject us to substantial regulatory oversight.
These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit 14 Table of Contents accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, restrict our ability to raise interest rates on extensions of credit and subject us to substantial regulatory oversight.
These rules requires mortgage lenders to make a reasonable and good faith determination, based on verified and documented information, that a consumer applying for a residential mortgage loan has a reasonable ability to repay the loan according to its terms.
These rules require mortgage lenders to make a reasonable and good-faith determination, based on verified and documented information, that a consumer applying for a residential mortgage loan has a reasonable ability to repay the loan according to its terms.
For more information on these financial measures at the Company and Byline Bank, refer to Note 20 of the notes to our audited consolidated financial statements contained in Item 8 of this report.
For more information on these financial measures at the Company and Byline Bank - refer to Note 20 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report.
Over the past several years, the federal banking regulators have adopted a number of final rules, which we refer to as the Capital Rules, implementing Basel III, various provisions of the Dodd-Frank Wall Street and Consumer Protection Act (the "Dodd-Frank Act"), various provisions of the Economic Growth Regulatory Relief and Consumer Protection Act (the "Consumer Protection Act") and certain other statutory and regulatory provisions relating to capital requirements.
Over the past several years, the federal banking regulators have adopted a number of final rules, which we refer to as the Capital Rules, implementing Basel III, various provisions of the Dodd-Frank Wall Street and Consumer Protection Act 10 Table of Contents (the "Dodd-Frank Act"), various provisions of the Economic Growth Regulatory Relief and Consumer Protection Act (the "Consumer Protection Act") and certain other statutory and regulatory provisions relating to capital requirements.
We believe this customer segment is underserved by larger institutions that do not focus on this space, as well as by smaller institutions that lack product sophistication and capabilities. We offer a broad range of lending products including term loans, revolving lines of credit and treasury management products and services.
We believe this customer segment is underserved by larger institutions that do not focus on this space, as well as by smaller institutions that lack product sophistication and 5 Table of Contents capabilities. We offer a broad range of lending products including term loans, revolving lines of credit and treasury management products and services.
Covered transactions are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the FRB) from the affiliate, certain derivative transactions with an affiliate, 9 Table of Contents the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.
Covered transactions are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the FRB) from the affiliate, certain derivative transactions with an affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.
Regulatory authorities have imposed cease and 16 Table of Contents desist orders and significant civil money penalties against institutions found to be violating these obligations and have in some cases brought criminal actions against some institutions for these types of violations. On January 1, 2021, the U.S.
Regulatory authorities have imposed cease and desist orders and significant civil money penalties against institutions found to be violating these obligations and have in some cases brought criminal actions against some institutions for these types of violations. On January 1, 2021, the U.S.
Our bank received a rating of "Satisfactory" in its most recently completed CRA examination during March of 2023. 15 Table of Contents On October 24, 2023, the Office of the Comptroller of the Currency, the FDIC and the FRB jointly issued a final rule to revise the CRA’s implementing regulations.
Our bank received a rating of "Satisfactory" in its most recently completed CRA examination during March of 2023. On October 24, 2023, the Office of the Comptroller of the Currency, the FDIC and the FRB jointly issued a final rule to revise the CRA’s implementing regulations.
Congress, could have a material adverse impact on the operations and financial performance of us and our subsidiaries. Set forth below is a brief description of the significant elements of the statutes, regulations and policies applicable to us and our subsidiaries.
Congress, could have a material adverse impact on the operations and financial performance of us and our subsidiaries. 8 Table of Contents Set forth below is a brief description of the significant elements of the statutes, regulations and policies applicable to us and our subsidiaries.
The amount of the assessment is calculated on the basis of Byline Bank’s total assets. The Volcker Rule The Dodd-Frank Act, pursuant to a statutory provision commonly called the "Volcker Rule," prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds. The Volcker Rule became effective in July 2015.
The amount of the assessment is calculated on the basis of Byline Bank’s total assets. The Volcker Rule The Dodd-Frank Act, pursuant to a statutory provision commonly called the "Volcker Rule," prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds.
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (the "CISA") to develop and implement regulations requiring covered entities to report covered cyber incidents and ransomware payments to the CISA in an effort to better equip the CISA to provide resources and assistance to victims suffering attacks and share information necessary to warn other potential victims.
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency ("CISA") to develop and implement regulations requiring covered entities to report covered cyber incidents and ransomware payments to CISA 17 Table of Contents in an effort to better equip CISA to provide resources and assistance to victims suffering attacks and share information necessary to warn other potential victims.
Sherylle Olano, 46, became Senior Vice President and Chief Accounting Officer of Byline and Byline Bank in August 2022. Prior to that, Ms. Olano previously served as Controller since 2014. Alberto J. Paracchini, 54, is President and a Director of Byline Bancorp, Inc. and Chief Executive Officer, President and a Director of Byline Bank. He joined Byline in June 2013.
Sherylle Olano, 47, became Senior Vice President and Chief Accounting Officer of Byline and Byline Bank in August 2022. Prior to that, Ms. Olano previously served as Controller since 2014. Alberto J. Paracchini, 55, is President and a Director of Byline Bancorp, Inc. and Chief Executive Officer, President and a Director of Byline Bank. He joined Byline in June 2013.
The proposed rule is intended to (i) prohibit incentive-based payment arrangements that the banking agencies determine could encourage certain financial institutions to take inappropriate risks by providing excessive compensation or that could lead to material financial loss, (ii) require the board of directors of those financial institutions to take certain oversight actions related to incentive-based compensation, and (iii) require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator.
The proposed rule (the “Proposed FDIC Incentive Compensation Rule”) was intended to (i) prohibit incentive-based payment arrangements that the banking agencies determine could encourage certain financial institutions to take inappropriate risks by providing excessive compensation or that could lead to material financial loss, (ii) require the board of directors of those financial institutions to take certain oversight actions related to incentive-based compensation, and (iii) require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator.
As of December 31, 2024, the C&I group managed a portfolio of $3.0 billion in loans outstanding. Commercial real estate . Our commercial real estate ("CRE") business focuses on experienced real estate professionals with long track records of performance and access to ample equity capital sources.
As of December 31, 2025, the C&I group managed a portfolio of $3.3 billion in loans outstanding. Commercial real estate . Our commercial real estate ("CRE") group focuses on experienced real estate professionals with long track records of performance and access to ample equity capital sources.
For established smaller institutions, like Byline Bank, supervisory ratings are used along with (i) an initial base assessment rate, (ii) an unsecured debt adjustment (which can be positive or negative) and (iii) a brokered deposit adjustment, to calculate a total base assessment rate.
For established smaller institutions, like Byline Bank, supervisory ratings are used along with (i) an initial base assessment rate, (ii) an unsecured debt adjustment (which can be positive 13 Table of Contents or negative) and (iii) a brokered deposit adjustment, to calculate a total base assessment rate.
On April 27, 2021, the CFPB issued two new rules that would modify qualified mortgage loan requirements and provide flexibility to banks and other lenders in determining consumers’ ability-to-repay. Compliance with these rules was required by October 1, 2022. Byline Bank complies with, and will continue to comply with, all applicable qualified mortgage loan requirements.
On April 27, 2021, the CFPB issued two new rules that modified qualified mortgage loan requirements and provided flexibility to banks and other lenders in determining consumers’ ability-to-repay. Compliance with these rules was required by October 1, 2022. Byline Bank complies with, and will continue to comply with, all applicable qualified mortgage loan requirements.
In addition, in the current financial and economic environment, the FRB has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.
In addition, the FRB has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.
The FDIA provides that an institution may be reclassified if the appropriate federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.
The FDIA provides that an institution may be reclassified if the appropriate federal banking agency 12 Table of Contents determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.
As of December 31, 2024, we had consolidated total assets of $9.5 billion, total gross loans and leases outstanding of $6.9 billion, total deposits of $7.5 billion, and total stockholders’ equity of $1.1 billion.
As of December 31, 2025, we had consolidated total assets of $9.7 billion, total gross loans and leases outstanding of $7.5 billion, total deposits of $7.6 billion, and total stockholders’ equity of $1.3 billion.
On October 25, 2023, the FRB proposed rules that would reduce the maximum permissible interchange fee cap and would adopt an approach for future adjustments to such cap.
In October 2023, the FRB proposed rules that would reduce the maximum permissible interchange fee cap and would adopt an approach for future adjustments to such cap.
Our Products and Services We are a full service, commercial bank offering a broad range of deposit products and lending services to small and medium sized businesses, commercial real estate and financial sponsors, and consumers around our 45 branch locations in the Chicago metropolitan area and one branch in Wauwatosa, Wisconsin.
Our Products and Services We are a full service, commercial bank offering a broad range of deposit products and lending services to small and medium sized businesses, commercial real estate and financial sponsors, and consumers around our 44 branch locations in the Chicago metropolitan area and one branch in Wauwatosa, Wisconsin. The products and services we offer are described below.
The syndications group targets transactions in the home mortgage, CRE, and C&I categories that provide attractive risk/reward characteristics, and we continue to maintain the ability to sell loan positions to manage credit and specific customer and industry concentrations. As of December 31, 2024, the group had $246.9 million in loan syndications outstanding. Commercial deposits and treasury management .
The syndications group targets transactions in the home mortgage, CRE, and C&I categories that provide attractive risk/reward characteristics, and we continue to maintain the ability to sell loan positions to manage credit and specific customer and industry concentrations. As of December 31, 2025, the group had $183.8 million in loan syndications outstanding. Commercial deposits and treasury management .
As of December 31, 2024, we had 1,027 employees (1,017 full time, and 10 part time) in locations primarily across the Chicagoland and greater Milwaukee, Wisconsin areas. Our employees are not represented by a collective bargaining agreement. We consider our relationship with our employees to be good. At Byline Bank we recognize the value of our People.
As of December 31, 2025, we had 1,027 employees (1,018 full time, and nine part time) in locations primarily across the Chicagoland and greater Milwaukee, Wisconsin areas. Our employees are not represented by a collective bargaining agreement. We consider our relationship with our employees to be good. At Byline Bank we recognize the value of our People.
We also support our business customers with deposit and treasury management products, along with business transaction accounts. Our comprehensive suite of products includes treasury services, information reporting, fraud management, cash collection, and interest rate derivative products.
We also support our business customers with deposit and treasury management products, along with business transaction accounts. Our comprehensive suite of products includes treasury services, third party payment processing, information reporting, fraud management, cash collection, and interest rate derivative products.
We support the acquisition, recapitalization and growth investment efforts of private equity firms operating in the lower middle market, and we believe our expertise in this niche is unique for a bank our size. As of December 31, 2024, we had $690.2 million in sponsor finance loans outstanding. Syndications .
We support the acquisition, recapitalization and growth investment efforts of private equity firms operating in the lower middle market, and we believe our expertise in this niche is unique for a bank our size. As of December 31, 2025, we had $805.9 million in sponsor finance loans outstanding. Syndications .
Under the final rule, should a qualified community bank or its holding company elect to use the community bank leverage ratio and maintain a community bank leverage ratio of greater than 9% then it would not be subject to other risk-based and leverage capital requirements, including the risk-based capital rules relating to high volatility commercial real estate, mortgage servicing rights, certain deferred tax assets and significant investments in non-consolidated financial entities, and would be considered to have met the well capitalized ratio requirements for purposes of Section 38 of the FDIA and the generally applicable capital requirements under the federal banking regulators’ capital rules.
Under the final rule, a qualified community bank or its holding company that elects to use the community bank leverage ratio and maintains a community bank leverage ratio of greater than 9% is not subject to other risk-based and leverage capital requirements, including the risk-based capital rules relating to high volatility commercial real estate, mortgage servicing rights, certain deferred tax assets and significant investments in non-consolidated financial entities, and is considered to have met the well capitalized ratio requirements for purposes of Section 38 of the FDIA and the generally applicable capital requirements under the federal banking regulators’ capital rules.
We strive to retain an attractive deposit mix from both large and small customers as well as a broad market reach, which has resulted in our top 50 customers accounting for approximately 12.2% of all deposits as of December 31, 2024.
We strive to retain an attractive deposit mix from both large and small customers as well as a broad market reach, which has resulted in our top 50 customers accounting for approximately 13.6% of all deposits as of December 31, 2025.
Megan Biggam, 46, became Executive Vice President of Community Banking of Byline Bank in February 2020. Ms. Biggam previously served as Senior Vice President of Community Banking of Byline Bank since June 2013. Brian Doran, 66, became Executive Vice President and General Counsel for Byline and Byline Bank in January 2025. Prior to that, Mr.
Megan Biggam, 47, became Executive Vice President of Community Banking of Byline Bank in February 2020. Ms. Biggam previously served as Senior Vice President of Community Banking of Byline Bank since June 2013. Brian Doran, 67, became Executive Vice President, General Counsel and Corporate Secretary for Byline and Byline Bank in January 2025. Prior to that, Mr.
We seek to leverage our current workforce and prominent community outreach efforts to further define and enhance our engagement in four key areas: • Workforce – Promoting representation at all levels and in all areas and business lines of the Bank, with attention on recruiting, developing, and retaining high performing talent and focusing on engagement and employee recognition. • Workplace – Creating a culture where everyone brings their authentic self to work and knows their unique background, ethnicity, experiences, perspective, and contribution serve to strengthen the Bank. • Community – Building meaningful, supportive relationships in the communities we work. • Marketplace – Providing greater accessibility to banking products, services, and education to minority owned small businesses ("SMB") and SMBs in low-and moderate-income areas. 7 Table of Contents Our employee resource groups were formed to support development, engagement and inclusion across the organization, and are open to all employees.
We seek to leverage our current workforce and prominent community outreach efforts to further define and enhance our engagement in four key areas: • Workforce – Promoting representation at all levels and in all areas and business lines of the Bank, with attention on recruiting, developing, and retaining high performing talent and focusing on engagement and employee recognition. • Workplace – Creating a culture where everyone brings their authentic self to work and knows their unique background, ethnicity, experiences, perspective, and contribution serve to strengthen the Bank. • Community – Building meaningful, supportive relationships in the communities we work. • Marketplace – Providing greater accessibility to banking products, services, and education to minority owned small businesses ("SMB") and SMBs in low-and moderate-income areas.
These services are provided through credentialed investment, legal, tax, and wealth management professionals who identify opportunities and provide services tailored to our customers’ goals and objectives. Assets under administration were $746.5 million as of December 31, 2024, and include $119.7 million of money market demand accounts included in interest-bearing deposits on the Consolidated Statements of Financial Condition.
These services are provided through credentialed investment, legal, tax, and wealth management professionals who identify opportunities and provide services tailored to our customers’ goals and objectives. Assets under administration were $823.2 million as of December 31, 2025, and include $115.2 million of money market demand accounts included in interest-bearing deposits on the Consolidated Statements of Financial Condition.
While Byline Bank was initially required to comply by October 1, 2024, the CFPB issued an interim final rule on June 25, 2024 to extend compliance deadlines. Accordingly, Byline Bank is now required to be in compliance with the final rule by July 18, 2025.
While Byline Bank was initially required to comply by October 1, 2024, the CFPB issued interim final rules on June 25, 2024 and June 18, 2025 to extend compliance deadlines. Accordingly, under the interim final rules, Byline Bank is required to be in compliance with the final rule by July 1, 2026.
Small businesses are a significant source of low-cost deposits and represent opportunities for future growth. We believe our small business customers value our ability to provide convenience and access to local, responsive decision makers. As of December 31, 2024, commercial deposits accounted for 45.0% of total deposits and were 80.8% of non-interest bearing deposits.
Small businesses are a significant source of low-cost deposits and represent opportunities for future growth. We believe our small business customers value our ability to provide convenience and access to local, responsive decision makers. As of December 31, 2025, commercial deposits accounted for 43.0% of total deposits and were 85.1% of non-interest bearing deposits.
Our primary commercial lending groups are described below: Commercial & Industrial . Our commercial and industrial ("C&I") group focuses on small and lower middle market businesses with up to $100 million of annual revenue and seeks to establish long term relationships.
Our commercial and industrial ("C&I") group focuses on small and lower middle market businesses with up to $100 million of annual revenue and seeks to establish long term relationships.
The products and services we offer are described below. 5 Table of Contents Commercial banking Commercial banking is a fundamental component of our business. We define commercial banking as lending to small and medium sized businesses, real estate and financial sponsors. We offer a comprehensive range of commercial loan, deposit and treasury management products.
Commercial banking Commercial banking is a fundamental component of our business. We define commercial banking as lending to small and medium sized businesses, real estate and financial sponsors. We offer a comprehensive range of commercial loan, deposit and treasury management products. Our primary commercial lending groups are described below: Commercial & Industrial .
As of December 31, 2024, core deposits represented 85.9% of our total deposits. In addition to these products, we offer ATM and debit cards as well as online, mobile, and text banking.
As of December 31, 2025, core deposits represented 87.0% of our total deposits. In addition to these products, we offer ATM and debit cards as well as online, mobile, and text banking.
Incentive Compensation The Dodd-Frank Act requires that the federal banking agencies issue a rule related to incentive-based compensation. No final rule implementing this provision of the Dodd-Frank Act has been adopted, but a proposed rule was published by the FDIC in May 2024.
See Item 1A. – “Risk Factors” in this report for additional information. Incentive Compensation The Dodd-Frank Act requires that the federal banking agencies issue a rule related to incentive-based compensation. No final rule implementing this provision of the Dodd-Frank Act has been adopted, but a proposed rule was published by the FDIC in May 2024.
We continually perform strategic reviews of our branch network and our existing banking footprint. With technology improvements and changes to customers’ banking preferences, we examine branch growth and consolidation potential, customer usage, branch profitability, services provided, markets served and proximity to other locations with a goal of minimizing customer impact and deposit runoff.
We continually perform strategic reviews of our branch network and our existing banking footprint. With technology improvements and changes to customers’ banking preferences, we regularly examine both branch growth and consolidation potential, including customer usage, branch profitability, services provided, markets served and proximity to other locations.
Abraham previously served as Senior Vice President, SBA Sales Manager of SBC since October 2016. 18 Table of Contents John M. Barkidjija, 61, became Executive Vice President and Head of Commercial Real Estate and Specialty Finance of Byline Bank in January 2019. Mr.
Mr. Abraham previously served as Senior Vice President, SBA Sales Manager of SBC since October 2016. John M. Barkidjija, 62, became Executive Vice President and Head of Commercial Real Estate and Specialty Finance of Byline Bank in January 2019. Mr. Barkidjija previously served as Senior Vice President, Group Head, Commercial Real Estate of Byline Bank since January 2014. Thomas J.
Under the FDIA, the FDIC may terminate deposit insurance upon a finding that an institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
The minimum DIF reserve ratio is 1.35% of estimated insured deposits. Under the FDIA, the FDIC may terminate deposit insurance upon a finding that an institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
Byline Bank was the twelfth most active originator of SBA loans in the country and the most active SBA lender in Illinois, as reported by the SBA its the fiscal year ended September 30, 2024.
Byline Bank was the tenth most active originator of SBA 7(a) loans in the country and the most active SBA 7(a) lender in Illinois, as reported by the SBA for its fiscal year ended September 30, 2025.
Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers.
Risks and exposures related to cybersecurity vulnerabilities and attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use, scope, availability and complexity of Internet banking, mobile banking, electronic payment systems and other technology-based products and services.
Treasury") securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source.
Treasury") securities and other direct obligations of the U.S. government as a component of assets and increase the use of long-term debt as a funding source.
Dividends We are a legal entity separate and distinct from Byline Bank and other subsidiaries. As a bank holding company, we are subject to certain restrictions on our ability to pay dividends under applicable banking laws and regulations. As a Delaware corporation, we are subject to the limitations of the Delaware General Corporation Law (the "DGCL").
As a bank holding company, we are subject to certain restrictions on our ability to pay dividends under applicable banking laws and regulations. 9 Table of Contents As a Delaware corporation, we are subject to the limitations of the Delaware General Corporation Law (the "DGCL").
Accordingly, as of January 1, 2024, the total base assessment rate range, which does not include the depository institution debt adjustment, for institutions of Byline Bank’s size is 2.5 basis points to 32 basis points. Deposit accounts at our bank are insured up to the maximum of $250,000.
Currently, the total base assessment rate range, which does not include the depository institution debt adjustment, for institutions of Byline Bank’s size is 2.5 basis points to 32 basis points. Deposit accounts at our bank are insured up to the maximum of $250,000. The coverage limit is per depositor, per insured depository institution for each account ownership category.
As of December 31, 2024, our bank was considered "well capitalized" with a Tier 1 capital ratio of 12.94%, total capital ratio of 14.07%, Tier 1 leverage ratio of 11.92%, and a CET1 capital ratio of 12.94%, as calculated under Basel III.
As of December 31, 2025, our bank was considered "well capitalized" with a Tier 1 capital ratio of 13.35%, total capital ratio of 14.57%, Tier 1 leverage ratio of 12.56%, and a CET1 capital ratio of 13.35%, as calculated under Basel III.
In addition to the business development officers who we rely on to generate new business, we also have a dedicated servicing, portfolio management and workout staff with specialized expertise in U.S. government guaranteed loans. As of December 31, 2024, total loans and leases included the guaranteed amount of U.S. government guaranteed loans of $97.6 million.
In addition to the business development officers who we rely on to generate new business, we also have a dedicated servicing, portfolio management and workout staff with specialized expertise in U.S. government guaranteed loans.
Our local branch network enables us to gather low cost deposits, promote the Byline brand and customer loyalty, originate loans, leases and other products and maintain relationships with our customers through regular community involvement.
We take advantage of our focused footprint and deep-rooted relationships to target local customers with a diversified product offering. Our local branch network enables us to gather low cost deposits, promote the Byline brand and customer loyalty, originate loans, leases and other products and maintain relationships with our customers through regular community involvement.
Leveraged Lending Guidance The federal banking regulators have jointly issued guidance on leveraged lending that updates and replaces prior guidance for leveraged finance activities.
Leveraged Lending Guidance On December 5, 2025, federal banking regulators jointly issued guidance on leveraged lending that rescinds and replaces prior guidance for leveraged finance activities.
Ability-To-Pay Rules and Qualified Mortgages As required by the Dodd-Frank Act, the CFPB issued a series of final rules amending Regulation Z, the implementing regulation of the TILA.
Byline Bank was in compliance with this requirement as of December 31, 2025. Ability-to-Pay Rules and Qualified Mortgages As required by the Dodd-Frank Act, the CFPB issued a series of final rules amending Regulation Z, the implementing regulation of the TILA.
Financial institutions are prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions.
Financial institutions are prohibited from entering into specified financial transactions and account relationships and must use enhanced due 16 Table of Contents diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program.
A financial institution is also expected to 17 Table of Contents develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyberattack.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyberattack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.
Michelle Johnson, 43, became Executive Vice President and Chief Risk Officer of Byline Bank in October 2019. Prior to that, Ms. Johnson served as Deputy Chief Risk Officer since 2018. Ms. Johnson joined Byline Bank in 2015 as Director of IT Risk Management.
Prior to that, Ms. Johnson served as Deputy Chief Risk Officer since 2018. Ms. Johnson joined Byline Bank in 2015 as Director of IT Risk Management. Nicolas Mando, 54, became Executive Vice President and Chief Technology and Operations Officer of Byline Bank in November 2021. He served as Director of Special Projects of Byline Bank since 2019.
We leverage our expansive branch locations and deep network of customer relationships in the Chicago metropolitan area to provide both low cost funding sources for our lending business and deposit related fee income.
We leverage our expansive branch locations and deep network of customer relationships in the Chicago metropolitan area to provide both low cost funding sources for our lending business and deposit related fee income. We had $7.6 billion of deposits at December 31, 2025, and our average cost of deposits was 2.17% for the year ended December 31, 2025.
We have successfully completed a number of strategic acquisitions since our recapitalization in 2013, which include: Year Company Acquired 2023 Inland Bancorp, Inc. 2019 Oak Park River Forest Bankshares, Inc. 2018 First Evanston Bancorp, Inc. 2016 Ridgestone Financial Services, Inc. 2014 Baytree Leasing Company LLC On July 1, 2023, we completed our acquisition of Inland Bancorp, Inc.
We have successfully completed a number of strategic acquisitions since our recapitalization in 2013, which include: Year Company Acquired 2025 First Security Bancorp, Inc. 2023 Inland Bancorp, Inc. 2019 Oak Park River Forest Bankshares, Inc. 2018 First Evanston Bancorp, Inc. 2016 Ridgestone Financial Services, Inc. 2014 Baytree Leasing Company LLC On April 1, 2025, we completed our acquisition of First Security Bancorp, Inc., a Delaware corporation ("First Security Bancorp"), and First Security Bancorp's wholly-owned bank subsidiary, First Security Trust and Savings Bank (“First Security’), an Illinois chartered bank (collectively "First Security acquisition" or "acquisition of First Security").
Bank holding companies such as us who had less than $15 billion in assets as of December 31, 2009 (and who continue to have less than $15 billion in assets) are permitted to include qualifying trust preferred securities issued prior to May 19, 2010 as Additional Tier 1 capital under the Capital Rules, however. 10 Table of Contents In addition, under the general risk-based Capital Rules, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes of determining regulatory capital ratios.
Bank holding companies such as us who had less than $15 billion in assets as of December 31, 2009 (and who continue to have less than $15 billion in assets) are permitted to include qualifying trust preferred securities issued prior to May 19, 2010 as Additional Tier 1 capital under the Capital Rules, however.
Corporate Information Our principal executive offices are located at 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601, and our telephone number at that address is (773) 244-7000. Our website address is www.bylinebancorp.com .
Dana Rose, 56, became Executive Vice President and Chief Human Resources Officer of Byline Bank in November 2019. Corporate Information Our principal executive offices are located at 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601, and our telephone number at that address is (773) 244-7000. Our website address is www.bylinebancorp.com .
In addition, failure to implement or maintain adequate compliance programs could cause banking regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required.
In addition, failure to implement or maintain adequate compliance programs could cause banking regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required. Dividends We are a legal entity separate and distinct from Byline Bank and other subsidiaries.
For more information on these financial measures at the Company and Byline Bank - refer to Note 20 of the notes to our audited consolidated financial statements contained in Item 8 of this report. A significant portion of our income, on a stand-alone basis, comes from dividends from our bank, which is also the primary source of our liquidity.
For more information on these financial measures at the Company and Byline Bank, refer to Note 20 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report.
Although the interchange fee restrictions in the Durbin Amendment do not apply 13 Table of Contents to debit card issuers with total assets of less than $10 billion, which would include Byline Bank, such restrictions may negatively impact the pricing that all debit card processors may charge.
Although the Durbin Amendment generally does not apply to debit card issuers with total assets of less than $10 billion, which would include Byline Bank, interchange fee levels and network pricing applicable to all debit card transactions may be negatively impacted.
The vertical markets served by our equipment vendors specialize primarily in manufacturing, small equipment construction, wholesalers, and healthcare. The end users (i.e., our lessees and borrowers) are primarily manufacturers, retailers, wholesalers, physician group practices and other healthcare related entities. The average lease size at origination for BFG for the year ended December 31, 2024 was approximately $77,000.
The end users (i.e., our lessees and borrowers) are primarily manufacturers, retailers, wholesalers, physician group practices and other healthcare related entities. The average lease size at origination for BFG for the year ended December 31, 2025 was approximately $84,000. Our sales team originates leases throughout the country, and we have lessees in nearly every state.
If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties. In November 2021, the federal regulators finalized a rule concerning notification requirements for banks related to significant computer security incidents.
In November 2021, the federal regulators finalized a rule concerning notification requirements for banks related to significant computer security incidents.
Community Reinvestment Legislation Community Reinvestment Act of 1977 (Federal) Under the CRA, our bank has an obligation, consistent with safe and sound operations, to help meet the credit needs of the market areas where it operates, which includes providing credit to low- and moderate-income individuals and communities.
The new leveraged lending guidance describes regulatory expectations for the sound risk management of leveraged lending activities, including the importance for institutions to apply the FDIC’s and the OCC’s general principles for prudent risk management of commercial loans and other types of lending to their leveraged lending activities. 15 Table of Contents Community Reinvestment Legislation Community Reinvestment Act of 1977 (Federal) Under the CRA, our bank has an obligation, consistent with safe and sound operations, to help meet the credit needs of the market areas where it operates, which includes providing credit to low- and moderate-income individuals and communities.
The total unpaid principal balances of SBA and USDA loans serviced for others was $1.7 billion at December 31, 2024. Community banking We offer customers traditional deposit products through our branch network, consumer and business online account opening through our website, and customer access to their accounts through online and mobile banking platforms.
Community banking We offer customers traditional deposit products through our branch network, consumer and business online account opening through our website, and customer access to their accounts through online and mobile banking platforms.
Employee Recognition and Engagement We conduct an annual employee engagement survey with over 94% participation and continue to see improvements in employee engagement and satisfaction year-over-year.
Employee Recognition and Engagement We conduct an annual employee engagement survey with over 94% participation and observe consistently favorable levels of employee engagement and satisfaction.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Deterioration in the credit quality of third parties whose securities or obligations we hold, including the Federal Home Loan Mortgage Corporation, Government National Mortgage Association and municipalities, could result in significant losses. We depend on the accuracy and completeness of information about customers and counterparties.
Deterioration in the credit quality of third parties whose securities or obligations we hold, including the Federal Home Loan Mortgage Corporation, Federal National Mortgage Corporation, Government National Mortgage Association and municipalities, could result in significant losses. We depend on the accuracy and completeness of information about customers and counterparties.
Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages, resulting in increased expenses, diminished income, damage to our reputation, and divert management attention from the operation of our business.
Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages, resulting in increased expenses, diminished income, damage to our reputation, and could divert management attention from the operation of our business.
Future sales of our common stock in the public market, including by our pre-IPO stockholders, could lower our stock price. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock or from the perception that such sales could occur.
Future sales of our common stock in the public market, including by pre-IPO stockholders, could lower our stock price. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock or from the perception that such sales could occur.
A substantial portion of our cash flow from operating activities, comes primarily from dividends we receive from Byline Bank. Various federal and state laws and regulations limit the amount of dividends that the bank may pay to us.
A substantial portion of our cash flow from operating activities comes primarily from dividends we receive from Byline Bank. Various federal and state laws and regulations limit the amount of dividends that Byline Bank may pay us.
Unfavorable or uncertain economic and market conditions can be caused by, among other factors, declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; changes in inflation or interest rates; increases in real estate and other state and local taxes; high unemployment; natural disasters; geopolitical issues, conflicts and uncertainty; public health concerns; and other external factors or a combination of these or other factors.
Unfavorable or uncertain economic and market conditions can be caused by, among other factors, declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; changes in inflation or interest rates; increases in real estate and other state and local taxes; high unemployment; population migration; natural disasters; geopolitical issues, conflicts and uncertainty; public health concerns; and other external factors or a combination of these or other factors.
Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies and especially our organization, changes in the laws, regulations and procedures applicable to government guaranteed loans could adversely affect our ability to operate profitably. The recognition of gains on the sale of loans and servicing asset valuations reflect certain assumptions.
Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies and especially our organization, changes in the laws, regulations and procedures applicable to government guaranteed loans could adversely affect our ability to operate profitably. The recognition of gains on the sale of loans and servicing asset valuations reflects certain assumptions.
The laws, regulations and standard operating procedures that are applicable to government guaranteed loan products may change in the future, particularly in light of the changes being made and scrutiny being given to government funded programs under the new U.S. presidential administration. We cannot predict the effects of these changes on our business and profitability.
The laws, regulations and standard operating procedures that are applicable to government guaranteed loan products may change in the future, particularly in light of the changes being made and scrutiny being given to government funded programs under the current U.S. presidential administration. We cannot predict the effects of these changes on our business and profitability.
Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.
Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy generally, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.
Therefore, any change in general market interest rates can have a significant effect on our net interest income and results of operations. 20 Table of Contents We seek to mitigate our interest rate risk by entering into interest rate swaps and other interest rate derivative contracts from time to time with counterparties.
Therefore, any change in general market interest rates can have a significant effect on our net interest income and results of operations. 19 Table of Contents We seek to mitigate our interest rate risk by entering into interest rate swaps and other interest rate derivative contracts from time to time with counterparties.
The value of the financial instruments we own may decline in the future. As of December 31, 2024, we owned $1.4 billion of investment securities, which consisted primarily of our positions in U.S. government and government-sponsored enterprises and federal agency obligations, mortgage and asset-backed securities and municipal securities.
The value of the financial instruments we own may decline in the future. As of December 31, 2025, we owned $1.4 billion of investment securities, which consisted primarily of our positions in U.S. government and government-sponsored enterprises and federal agency obligations, mortgage and asset-backed securities and municipal securities.
Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
Our inability to manage our growth successfully or to continue to expand into new markets could have a material adverse effect on our business, financial condition, or results of operations. New lines of business, products, product enhancements or services may subject us to additional risks.
Our inability to manage our growth successfully or to continue to expand into new markets could have a material adverse effect on our business, financial condition, or results of operations. New lines of business, products, product enhancements or services and technologies may subject us to additional risks.
If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to operate effectively or service our customers, resulting in potential noncompliance with applicable laws or regulations, loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of 23 Table of Contents which could have a material adverse effect on our financial condition.
If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to operate effectively or service our customers, resulting in potential noncompliance with applicable laws or regulations, loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our financial condition.
In addition, failure of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt our operations or adversely affect our reputation.
Failure of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt our operations or adversely affect our reputation.
In addition, while we believe these valuations reflect fair value and such valuations are subject to validation by an independent third-party, if such valuations are not reflective of fair market value, then our business, results of operations and financial condition may be materially and adversely affected.
In addition, while we believe these valuations reflect fair value and such valuations are subject to validation by an independent third-party, if such 24 Table of Contents valuations are not reflective of fair market value, then our business, results of operations and financial condition may be materially and adversely affected.
Any of these could have a material adverse effect on our business, financial condition, or results of operations. 25 Table of Contents Our goodwill may become impaired, which may adversely impact our results of operations and financial condition and may limit Byline Bank’s ability to pay dividends to us, thereby causing liquidity issues.
Any of these could have a material adverse effect on our business, financial condition, or results of operations. Our goodwill may become impaired, which may adversely impact our results of operations and financial condition and may limit Byline Bank’s ability to pay dividends to us, thereby causing liquidity issues.
An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses - loans and leases, determined on a collective basis, is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis.
An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses - loans and leases, determined on a collective basis, is allocated to 25 Table of Contents individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis.
Refer to Note 1 of the notes to our audited consolidated financial statements contained in Item 8 of this report for further information.
Refer to Note 1 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for further information.
Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation and price levels, tax policy, monetary policy, unemployment, and the strength of the domestic economy and the local economy in the markets in which we operate.
Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation and price levels, tax policy, monetary policy, unemployment, real estate prices and development, and the strength of the domestic economy and the local economy in the markets in which we operate.
Our most important source of funds consists of our customer deposits. If customers move money out of bank deposits and into other investments, we could lose a relatively low cost source of funds.
Our most important source of funds consists of our customer deposits. If customers move money out of bank deposits and into other investments, we could lose a relatively low cost source 20 Table of Contents of funds.
We rely on customer deposits to meet a considerable portion of our funding needs, and we continue to seek customer deposits to maintain this funding base. We accept deposits directly from consumer and commercial customers and, as of December 31, 2024, we had $7.5 billion in deposits.
We rely on customer deposits to meet a considerable portion of our funding needs, and we continue to seek customer deposits to maintain this funding base. We accept deposits directly from consumer and commercial customers and, as of December 31, 2025, we had $7.6 billion in deposits.
Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity, or such third-party systems fail or experience interruptions.
Because our information technology and telecommunications 22 Table of Contents systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity, or such third-party systems fail or experience interruptions.
As of December 31, 2024, Byline Bank had the capacity to pay us dividends of up to $270.0 million without the need to obtain prior regulatory approval.
As of December 31, 2025, Byline Bank had the capacity to pay us dividends of up to $241.0 million without the need to obtain prior regulatory approval.
We continue to expect that gains on the sale of U.S. government guaranteed loans will continue to comprise a significant component of our revenue. The gain on such sales recognized for year ended December 31, 2024 was $24.5 million.
We continue to expect that gains on the sale of U.S. government guaranteed loans will continue to comprise a significant component of our revenue. The gain on such sales recognized for the year ended December 31, 2025 was $22.7 million.
If we were to fail to comply with any of these restrictions, we could be subject to enforcement and other legal actions by the FRB, including civil and criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations. 26 Table of Contents Monetary policies and regulations of the FRB could adversely affect our business, financial condition, and results of operations.
If we were to fail to comply with any of these restrictions, we could be subject to enforcement and other legal actions by the FRB, including civil and criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations.
If we lose our status as an SBA Preferred Lender, we may lose some or all of our customers to lenders who are SBA Preferred Lenders, and as a result we could experience a material adverse effect to our financial results.
If we lose our status as an SBA Preferred Lender, we may lose some or all of our customers to lenders who are SBA Preferred Lenders, which could have a material adverse effect on our financial results.
In addition, any default by the U.S. government on its obligations or any prolonged government shutdown could impede our ability to originate SBA loans or other government guaranteed loans or sell such loans in the secondary market, which could materially adversely affect our business, results of operations, and financial condition. 24 Table of Contents Generally, we sell the guaranteed portion of our SBA 7(a) loans in the secondary market.
In addition, any default by the U.S. government on its obligations or any prolonged government shutdown could impede our ability to originate SBA loans or other government guaranteed loans or sell such loans in the secondary market, which could adversely affect our business, results of operations, and financial condition.
Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the FRB have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.
Their use also affects interest rates charged on loans and paid on deposits. The monetary policies and regulations of the FRB have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The current term of FRB Chair is scheduled to end in May 2026.
Our government guaranteed lending programs are dependent upon the U.S. federal government, and we face specific risks associated with originating SBA and other government guaranteed loans. Our SBA lending program is dependent upon the U.S. federal government.
Guaranteed Loans Risks Small Business Administration lending and other government guaranteed lending is an important part of our business. Our government guaranteed lending programs are dependent upon the U.S. federal government, and we face specific risks associated with originating SBA and other government guaranteed loans. Our SBA lending program is dependent upon the U.S. federal government.
We anticipate that the current presidential administration may seek to implement a regulatory reform agenda that may be significantly different from that of the previous administration impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.
The current presidential administration has indicated that it intends to continue to implement a regulatory reform agenda that may be significantly different from that of the previous administration impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.
Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition, or results of operations. 22 Table of Contents External Risks Our business may be adversely affected by conditions in the financial markets and economic conditions generally.
Failure to successfully manage these risks in the development and implementation of 21 Table of Contents new lines of business or offerings of new products, product enhancements or services and/or technologies could have a material adverse effect on our business, financial condition, or results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the FRB. An important function of the FRB is to regulate the money supply and credit conditions.
Monetary policies and regulations of the FRB could adversely affect our business, financial condition, and results of operations. In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the FRB. An important function of the FRB is to regulate the money supply and credit conditions.
As of December 31, 2024, our real estate loans held for investment include $489.3 million of construction and development loans, $429.9 million of multifamily loans, $975.6 million of non-owner occupied CRE loans and $296.2 million of residential mortgage loans, with the majority of these real estate loans concentrated in the Chicago metropolitan area and the State of Illinois.
As of December 31, 2025, our real estate loans held for investment include $408.1 million of construction and development loans, $476.1 million of multifamily loans, $1.1 billion of non-owner occupied CRE loans and $281.3 million of residential mortgage loans, with the majority of these real estate loans concentrated in the Chicago metropolitan area and the State of Illinois.
The effects of such policies upon our business, financial condition, and results of operations cannot be predicted. We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also affect the ultimate implementation of a new line of business or offerings of new products, product enhancements or services.
External factors, such as compliance with regulations, competitive alternatives, shifting market preferences and general economic conditions, may also affect the ultimate implementation of a new line of business or offerings of new products, product enhancements or services and/or technologies. Furthermore, any such initiative could have a significant impact on the effectiveness of our system of internal controls.
We may not be able to effectively implement new, technology-driven products and services, or be successful in marketing these products and services to our customers.
Many of our competitors have substantially greater resources to invest in technological improvements than we do. We may not be able to effectively implement new, technology-driven products and services, or be successful in marketing these products and services to our customers.
As of December 31, 2024, we had goodwill of $181.7 million, or 16.6% of our total stockholders’ equity.
As of December 31, 2025, we had goodwill of $181.9 million, or 14.3% of our total stockholders’ equity.
Changes in federal policy and at regulatory agencies are expected to occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain.
Changes in federal policy and at regulatory agencies are expected to occur over 27 Table of Contents time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry.
These sales result in premium income for us at the time of sale and create a stream of future servicing income, as we retain the servicing rights to these loans. For the reasons described above, we may not be able to continue originating these loans or sell them in the secondary market.
Generally, we sell the guaranteed portion of our SBA 7(a) loans in the secondary market. These sales result in premium income for us at the time of sale and create a stream of future servicing income, as we retain the servicing rights to these loans.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us, which could have a material adverse effect on our business, financial condition or results of operations. 27 Table of Contents Regulations relating to privacy, information security, and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us, which could have a material adverse effect on our business, financial condition or results of operations.
We are subject to various privacy, information security, and data protection laws, including requirements concerning security breach notification, and we could be negatively affected by these laws.
Regulations relating to privacy, information security, and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities. We are subject to various privacy, information security, and data protection laws, including requirements concerning security breach notification, and we could be negatively affected by these laws.
Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments, or other requirements resulting in increased expenses or restrictions on our business activities.
Such actions could have a material adverse effect on our business, financial condition, results of operations, and growth prospects. 26 Table of Contents Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments, or other requirements resulting in increased expenses or restrictions on our business.
Failure to successfully keep pace with technological change affecting the financial services industry and failure to avoid interruptions, errors, and delays could have a material adverse effect on our business, financial condition, or results of operations. Guaranteed Loans Risks Small Business Administration lending and other government guaranteed lending is an important part of our business.
Failure to successfully keep pace with technological change affecting the financial services industry and failure to avoid interruptions, errors, and delays could have a material adverse effect on our business, financial condition, or results of operations. 23 Table of Contents AI and our ability to implement and leverage AI to deliver new products and services to our customers present competitive risks.
Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity, security breaches, and cybersecurity-related incidents. Information pertaining to us and our customers is maintained, and transactions are executed, on networks and systems maintained by us and certain third-party partners, such as our online banking or reporting systems.
Information pertaining to us and our customers is maintained, and transactions are executed, on networks and systems maintained by us and certain third-party partners, such as our online banking or reporting systems.
Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements than we do.
The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as creating additional efficiencies in our operations.
From time to time, we may implement new lines of business or offer new products and product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances in which the markets are not fully developed.
From time to time, we may implement new lines of business or offer new products and product enhancements as well as new services within our existing lines of business.
Currently, our principal stockholder, MBG Investors I, L.P., owns approximately 26.6% of the outstanding shares of our common stock and its general partner is one of our directors. As a result, MBG Investors I, L.P. is able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions.
Our principal stockholder, MBG Investors I, L.P. has significant influence over us, and its interests could conflict with those of our other stockholders. Currently, our principal stockholder, MBG Investors I, L.P., owns approximately 26.1% of the outstanding shares of our common stock and its general partner is one of our directors.
We continually encounter technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services.
We continually encounter technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services and an established and growing demand for mobile banking and payment systems and applications, necessary to allow companies to interact with customers and to review, analyze and use data.
This loss would require us to seek other funding alternatives in order to continue to grow, thereby increasing our funding costs and reducing our net interest income and net income. 21 Table of Contents Other primary sources of funds consist of cash from operations and investment maturities, redemptions, and sales, as well as borrowings from the Federal Reserve Bank of Chicago, the FHLB and other third-party lenders from time to time.
Other primary sources of funds consist of cash from operations and investment maturities, redemptions and sales, as well as borrowings from the Federal Reserve Bank of Chicago, the Federal Home Loan Bank and other third-party lenders from time to time.
In implementing, developing, or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources and not realize their expected results or returns. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible.
Also, the implementation of certain new technologies may have unintended consequences due to their limitations, potential manipulation, or our failure to use them effectively. In implementing, developing, or marketing new lines of business, products, product enhancements or services and/or technologies, we may invest significant time and resources and not realize their expected results or returns.
Private parties may also challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition, results of operations, and growth prospects.
Private parties may also challenge an institution’s performance under fair lending laws in private class action litigation.
Our inability to compete successfully in the markets in which we operate could have a material adverse effect on our business, financial condition, or results of operations. Our principal stockholder, MBG Investors I, L.P. has significant influence over us, and its interests could conflict with those of our other stockholders.
Our inability to compete successfully in the markets in which we operate could have a material adverse effect on our business, financial condition, or results of operations. Further, alternative methods of conducting financial transactions, including digital assets, cryptocurrencies, blockchain-based payment systems, and other emerging financial technologies, have developed and may continue to develop.
MBG Investors I, L.P. may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests.
As a result, MBG Investors I, L.P. is able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. At times, MBG Investors I, L.P. may vote in a way with which you disagree, and which may be adverse to your interests.
As of December 31, 2024, we had $1.8 billion of non-interest-bearing demand deposits and $767.8 million of interest-bearing checking accounts. As the Federal Reserve has moderated the decline of the overnight target rate, we continue to cautiously manage our deposit repricing strategies to seek to maintain our net interest margin.
To date in 2026, however, the Federal Reserve has indicated that it may moderate its approach to further reductions of the overnight target rate in response to evolving economic and market data. Accordingly, we continue to cautiously manage our deposit pricing strategies to seek to maintain our net interest margin.
Removed
Furthermore, any new line of business, product, product enhancement or service or system conversion could have a significant impact on the effectiveness of our system of internal controls.
Added
As of December 31, 2025, we had $1.8 billion of non-interest-bearing demand deposits and $878.6 million of interest-bearing demand deposits. The Federal Reserve lowered interest rates by an aggregate of 75 basis points during 2025.
Removed
The concentration of ownership may also have the effect of delaying, preventing, or deterring a change of control of the Company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a private sale of their shares of the Company, subject us to the influence of a presently unknown third-party and might ultimately affect the market price of our common stock.
Added
This loss would require us to seek other funding alternatives in order to continue to grow, thereby increasing our funding costs and reducing our net interest income and net income.
Added
We may also implement new technologies, such as those related to artificial intelligence ("AI"), automation and algorithms, in order to create efficiencies, access and use data and enhance our customers’ engagement with us. There are substantial risks and uncertainties associated with these efforts, particularly in instances in which the markets are not fully developed.
Added
Further, initial timetables for the introduction and development of new initiatives may not be achieved, and price and profitability targets may not prove feasible.
Added
External Risks Our business may be adversely affected by conditions in the financial markets and economic conditions generally.
Added
In addition, in some cases, we may rely on the employees of third-party servicers to design, manage and operate our information technology and telecommunications systems and related controls. As a result, we are subject to vulnerabilities resulting from the reliance on third-party employees, which range from human error to misconduct, malfeasance and fraud.
Added
We have internal controls and procedures to address these vulnerabilities, but we may fail to successfully implement and maintain such controls and procedures or our controls and procedures may not be adequate to prevent adverse consequences resulting from such vulnerabilities.
Added
Any of the foregoing may lead to the incurrence of remediation costs, regulatory fines, penalties or enforcement actions, litigation, limitations on our business activities and growth, as well as undermining customer confidence, any of which could negatively impact our business, financial condition or results of operations.
Added
Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity, security breaches, and cybersecurity-related incidents. The continued evolution and increased usage of AI technologies may further increase these risks.
Added
The financial services industry is experiencing and will continue to experience rapid technological change due to the emergence of AI, including generative AI and agentic AI. The effective use of AI enables financial institutions to better serve their customers and reduce expenses.
Added
Our success and competitiveness may depend in part on our ability to adopt such technology and deliver our products and services in a manner consistent with evolving customer preferences and industry standards. At the same time, the use of AI presents unique risks.
Added
AI models, which are primarily developed and managed by third parties, introduce risks related to model development, implementation and training. AI may also produce incorrect outputs or biased results, disclose personal or confidential information, or otherwise cause issues for us or our customers.
Added
In addition, the legal and regulatory landscape for AI is uncertain and continuously evolving, which may increase our compliance costs and risk of non-compliance. Failure to adopt AI tools that match our customer expectations and needs or failure to properly manage risks associated with AI could have a material adverse effect on our business, financial condition or results of operation.
Added
For the reasons described above, we may not be able to continue originating these loans or sell them in the secondary market.
Added
Recently, the President made a nomination for the next Chair of the FRB.
Added
The extent to which the nomination and confirmation of the next Chair of the FRB may alter monetary policy decisions of the FRB, or the timing and magnitude of any changes to the federal funds rate, is uncertain, and the potential impact on our business, financial condition or results of operation cannot be predicted.
Added
The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain.
Added
Our consolidated assets are expected to exceed $10 billion, which may result in increased regulation and supervision of Byline Bank and may also result in increased costs and/or reduced revenue. As of December 31, 2025, we had total consolidated assets of $9.7 billion.
Added
Based on our current growth trajectory, we expect that we will exceed $10 billion in total consolidated assets in the future. Upon crossing this threshold, we will become subject to certain laws, regulations and supervisory requirements that apply to depository institution holding companies and insured depository institutions with total consolidated assets of $10 billion or more.
Added
Compliance with these requirements could result in increased regulatory, operational and compliance costs and could affect our revenues, earnings and operational flexibility. If we exceed $10 billion in total consolidated assets, we will no longer qualify for the exemption from debit card interchange restrictions under Section 1075 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Added
These provisions, as implemented by regulations of the FRB, cap the maximum interchange fee that a debit card issuer may receive per transaction, subject to limited adjustments for fraud prevention measures.
Added
In addition, insured depository institutions with total consolidated assets of $10 billion or more are subject to supervision, examination and enforcement with respect to federal consumer protection laws and regulations by the CFPB.
Added
While the scope and priorities of the CFPB’s activities have diminished significantly in the past year under the current presidential administration, exceeding the $10 billion in consolidated asset threshold will subject us to CFPB oversight and potential additional compliance obligations in the future.
Added
Further, banking organizations with total consolidated assets of less than $10 billion may qualify for certain regulatory relief under the Economic Growth, Regulatory Relief and Consumer Protection Act, including relief from certain aspects of risk-based capital requirements, restrictions on proprietary trading and investment activities under the Volcker Rule, and other regulatory, subject to satisfaction of applicable conditions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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While to-date we have not experienced a material cybersecurity incident, significant data loss or any material financial losses related to cybersecurity attacks on our systems and those of our customers and third-party service providers , we are under constant threat, and it is possible that we could experience an incident in the future that could have a material adverse effect on our business strategy, results of operations and financial condition.
While to-date we have not experienced a material cybersecurity threat, incident, significant data loss or any material financial losses related to cybersecurity attacks on our systems and those of our customers and third-party service providers , we are under constant threat, and it is possible that we could experience an incident in the future that could have a material adverse effect on our business strategy, results of operations and financial condition.
This includes conducting security due diligence reviews of critical third-party providers, subjecting third parties to periodic risk assessments and requiring third parties to sign standard contractual provisions before receiving sensitive information from the Company. Risk from Cybersecurity Treats We recognize that individual employees are frequent targets of threat actors.
This includes conducting security due diligence reviews of critical third-party providers, subjecting third parties to periodic risk assessments and requiring third parties to sign standard contractual provisions before receiving sensitive information from and about the Company. Risk from Cybersecurity Treats We recognize that individual employees are frequent targets of threat actors.
Our cybersecurity program requires employees to review and acknowledge information security and privacy policies annually, complete multiple cybersecurity training courses throughout the year, and participate in mock phishing campaigns regularly. We also have a written Incident Response Plan and conduct tabletop exercises to enhance incident response preparedness.
Our cybersecurity program requires employees to review and acknowledge information security and privacy policies annually, complete multiple cybersecurity training courses throughout the year, and participate in mock phishing campaigns regularly. We also have a written Incident Response Plan and conduct tabletop exercises to enhance incident response preparedness and readiness.
A risk assessment, based on a method and guidance from a recognized national standards organization, is conducted at least annually. The risk assessment, along with risk-based analysis and judgment, are used to select security controls to address and to seek to mitigate risks.
A risk assessment, based on a method and guidance from a recognized national standards organization, is conducted at least annually. The risk assessment, along with risk-based analysis and judgment, are used to select security processes and controls to address and to seek to mitigate risks.
We engage third-party security firms in different capacities to provide or operate some of these controls, such as vulnerability assessments, penetration testing and other procedures to identify potential weaknesses in our systems and processes.
We engage third-party security firms in different capacities to provide or operate some of these controls, such as vulnerability assessments and audits, penetration testing and other procedures to identify potential weaknesses in our systems and processes.
Business Continuity and Disaster Recovery plans are used to prepare for the potential for a disruption in technology we rely on. Employees undergo security awareness training when hired and annually.
Business Continuity and Disaster Recovery plans are used to prepare for the potential for a disruption in technology we and our customers rely on. Employees undergo security awareness training when hired and annually.
Factors considered during this process include, but are not limited to, the likelihood and severity of the risk, the impact on the Company and others, such as our customers, if a risk materializes, the feasibility and cost of controls, and the impact of controls on our operations.
Factors considered during this assessment include, but are not limited to, the likelihood and severity of the risk, the impact on the Company and others, such as our customers and employees, if a risk materializes, the feasibility and cost of controls, and the impact of controls on our operations.
Item 1C. Cybersecurity . In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data.
Item 1C. Cybersecurity . 29 Table of Contents In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data.
Engaging Third Parties on Risk Management Specific controls that address cybersecurity risks include endpoint threat detection and response, identity and access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, conditional access, firewalls and intrusion detection and prevention, and vulnerability and patch management.
Engaging Third Parties on Risk Management Specific controls and procedures that address and seek to mitigate cybersecurity risks include endpoint threat detection and response, identity and access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, conditional access, penetration testing, firewalls and intrusion detection and prevention, vulnerability and patch testing and management, and employee awareness and training.
See also Item 1A, Risk Factors – Technology Risks. As a financial institution (or third parties it relies on) we may not be able to fully, continuously, and effectively, implement security controls as intended.
See also Item 1A., “Risk Factors – Technology Risks”. As a financial institution we may not be able to fully, continuously, and effectively implement security controls as intended.
Managing Material Risks and Integrated Overall Risk Management We have developed an Information Security Program (the “Program”) as part of our overall Enterprise Risk Management ("ERM") framework to address material risks from potential cybersecurity threats, as well as to facilitate the governance and oversight 29 Table of Contents of cybersecurity risks.
Managing Material Risks and Integrated Enterprise Risk Management We have developed an Information Security Program (the “Program”) as part of our overall Enterprise Risk Management ("ERM") framework to address material risks from potential cybersecurity threats, including threats utilizing generative AI, and to facilitate the governance and oversight of cybersecurity risks. The Program is administered by our Chief Risk Officer, Ms.
The Program, which is administered by our Chief Risk Officer, includes policies and procedures that identify how security measures and controls are developed, implemented, maintained and assessed. Governance As part of our Risk Governance, our Board of Directors reviews and approves the Program on an annual basis.
Michelle Johnson, and includes policies and procedures that identify how security measures and controls are developed, implemented, maintained and assessed, and the Company’s response readiness about potential and actual cyber threats and incidents. Governance As part of our Risk Governance and ERM, our Board of Directors reviews and approves the Program on an annual basis.
And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. 30 Table of Contents
In addition, security controls, no matter how well designed or implemented, may only mitigate, and not fully eliminate risks. Additionally, events when detected by security tools or third parties may not always be immediately understood or acted upon. 30 Table of Contents
As described above, we utilize a risk-based approach and judgment to determine the security controls to implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate, and not fully eliminate risks.
We utilize a risk-based approach and judgment to determine the security controls, processes and procedures to implement as part of the Company’s overall ERM, and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Pr operties . Our corporate headquarters is located at 180 North LaSalle Street, Suite 300, Chicago, IL 60601. In addition to our corporate headquarters, we operate 45 branch offices located in the Chicago metropolitan area and one branch office in Wauwatosa, Wisconsin.
Item 2. Pr operties . Our corporate headquarters is located at 180 North LaSalle Street, Suite 300, Chicago, IL 60601. In addition to our corporate headquarters, we operate 44 branch offices located in the Chicago metropolitan area and one branch office in Wauwatosa, Wisconsin.
We lease 14 of our branch offices and our headquarters and own the remainder of our branch offices.
We lease 13 of our branch offices and our headquarters and own the remainder of our branch offices.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Total return assumes the reinvestment of all dividends. * The information assumes that $100 was invested at the closing price on December 31, 2019 in our stock and each index, and that all dividends are reinvested.
Total return assumes the reinvestment of all dividends. * The information assumes that $100 was invested at the closing price on December 31, 2020 in our stock and each index, and that all dividends are reinvested.
The following graph compares the cumulative total stockholder return on our common stock from December 31, 2019 through December 31, 2024, with the cumulative total return of: (1) the Russell 2000 (U.S. Stock) Index, (2) a peer group of the S&P U.S. SmallCap Banks Index and, (3) the KBW NASDAQ Regional Bank Index ("KRX").
The following graph compares the cumulative total stockholder return on our common stock from December 31, 2020 through December 31, 2025, with the cumulative total return of: (1) the Russell 2000 (U.S. Stock) Index, (2) a peer group of the S&P U.S. SmallCap Banks Index and, (3) the KBW NASDAQ Regional Bank Index ("KRX").
On December 5, 2024, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of our outstanding common stock. The program will be in effect from January 1, 2025 until December 31, 2025, unless terminated earlier.
On December 11, 2025, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 2,250,000 shares of our outstanding common stock. The program will be in effect from January 1, 2026 until December 31, 2026, unless terminated earlier.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the NYSE under the symbol "BY". There were approximately 1,455 holders of record of our common stock as of February 18, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the NYSE under the symbol "BY". There were approximately 1,522 holders of record of our common stock as of February 3, 2026.
On December 6, 2023, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of our outstanding common stock.
Issuer Purchases of Equity Securities. On December 5, 2024, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of our outstanding common stock.
The program was in effect from January 1, 2024 until December 31, 2024, and we did not purchase any shares of our common stock under the stock repurchase program during 2024.
The program was in effect from January 1, 2025 until December 31, 2025, and we purchased 922,729 shares of our common stock under the stock repurchase program during 2025.
"Business – Supervision and Regulations – Dividends" above and Note 20 of notes to consolidated financial statements contained in Item 8 of this report. We paid a cash dividend of $0.09 per share for each quarter of 2023 and 2024. Issuer Purchases of Equity Securities.
"Business – Supervision and Regulations – Dividends" above and Note 20 of notes to consolidated financial statements contained in Part II, Item 8 of this report. We paid cash dividends on our common stock for each quarter of 2025 and 2024. Total dividends paid per share of common stock were $0.40 in 2025 and $0.36 in 2024.
Issuer Purchases of Equity Securities Maximum Number of Total Average Total Number of Shares Shares that Number of Price Purchased as Part of a May Yet Be Shares Paid per Publicly Announced Purchased Under the Purchased (1) Share Plan or Program Plan or Program October 1 - October 31, 2024 919 $ 25.66 — 1,250,000 November 1 - November 30, 2024 329 31.45 — 1,250,000 December 1 - December 31, 2024 — — — 1,250,000 Total 1,248 $ 27.19 — (1) These shares were acquired pursuant to our 2017 Omnibus Incentive Compensation Plan.
The table below includes information regarding purchases of our common stock during the quarter ended December 31, 2025: Issuer Purchases of Equity Securities Maximum Number of Total Average Total Number of Shares Shares that Number of Price Purchased as Part of a May Yet Be Shares Paid per Publicly Announced Purchased Under the Purchased (1) Share Plan or Program Plan or Program October 1 - October 31, 2025 40,750 $ 27.00 40,383 632,594 November 1 - November 30, 2025 174,305 27.18 173,987 458,607 December 1 - December 31, 2025 131,336 29.95 131,336 327,271 Total 346,391 $ 28.21 345,706 (1) Includes 685 shares acquired pursuant to the Company’s 2017 Omnibus Incentive Compensation Plan.
The shares authorized to be repurchased represent approximately 2.8% of the Company’s outstanding common stock at December 31, 2024. The table below includes information regarding purchases of our common stock during the quarter ended December 31, 2024. We did not purchase any shares of our common stock during the fourth quarter of 2024 under our stock repurchase program.
The shares authorized to be repurchased represent approximately 4.9% of the Company’s outstanding common stock at December 31, 2025.
Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Byline Bancorp, Inc. $ 100.00 $ 79.77 $ 143.03 $ 121.94 $ 127.22 $ 158.95 Russel 2000 100.00 119.96 137.74 109.59 128.14 142.93 S&P U.S. Small Cap Bank 100.00 90.82 126.43 111.47 112.03 132.44 KRX 100.00 87.90 117.08 106.01 101.77 111.52
Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Byline Bancorp, Inc. $ 100.00 $ 179.30 $ 152.87 $ 159.48 $ 199.26 $ 203.28 Russel 2000 100.00 114.82 91.35 106.82 119.14 134.40 S&P U.S. Small Cap Bank 100.00 139.21 122.74 123.35 145.82 160.37 KRX 100.00 133.19 120.60 115.77 126.87 131.08

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Management believes this metric is important due to the relative changes in the book value per share exclusive of changes in intangible assets. • "Tangible common stockholders' equity to tangible assets" is calculated as tangible common equity divided by tangible assets, which is total assets reduced by goodwill and other intangible assets.
Management believes this metric is important due to the relative changes in the book value per share exclusive of changes in intangible assets. • "Tangible common stockholders' equity to tangible assets" is calculated as tangible common stockholders' equity divided by tangible assets, which is total assets reduced by goodwill and other intangible assets.
Customer repurchase agreements (sweeps) Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. We pledge securities as collateral for the repurchase agreements.
Customer repurchase agreements (sweeps) Securities sold under agreements to repurchase represent a demand product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. We pledge securities as collateral for the repurchase agreements.
Additional information about these policies can be found in Note 1 of our audited consolidated financial statements contained in Item 8 of this report. 34 Table of Contents Allowance for credit losses The allowance for credit losses ("ACL") represents management’s estimate of current expected credit losses over the life of a financial asset carried at amortized cost at an appropriate level based upon management’s evaluation of the adequacy of collectively and individually evaluated loss reserves.
Additional information about these policies can be found in Note 1 of our audited consolidated financial statements contained in Part II, Item 8 of this report. 34 Table of Contents Allowance for credit losses The allowance for credit losses ("ACL") represents management’s estimate of current expected credit losses over the life of a financial asset carried at amortized cost at an appropriate level based upon management’s evaluation of the adequacy of collectively and individually evaluated loss reserves.
We do not intend to sell these securities and it is not more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity. 48 Table of Contents The following table (dollars in thousands) set forth certain information regarding contractual maturities and the weighted average yields of our debt securities as of December 31, 2024.
We do not intend to sell these securities and it is not more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity. 48 Table of Contents The following table (dollars in thousands) set forth certain information regarding contractual maturities and the weighted average yields of our debt securities as of December 31, 2025.
Our liquidity needs are primarily met by cash and investment securities positions, growth in deposits, cash flow from amortizing loan portfolios, and borrowings from the FHLB. For additional information regarding our operating, investing, and financing cash flows, see "Consolidated Statements of Cash Flows" in our audited consolidated financial statements contained in Item 8 of this report.
Our liquidity needs are primarily met by cash and investment securities positions, growth in deposits, cash flow from amortizing loan portfolios, and borrowings from the FHLB. For additional information regarding our operating, investing, and financing cash flows, see "Consolidated Statements of Cash Flows" in our audited consolidated financial statements contained in Part II, Item 8 of this report.
We record derivative assets and derivative liabilities on the Consolidated Statements of Financial Condition within other assets and other liabilities, respectively. Refer to Note 21 of the notes to our audited consolidated financial statements contained in Item 8 of this report for additional information.
We record derivative assets and derivative liabilities on the Consolidated Statements of Financial Condition within other assets and other liabilities, respectively. Refer to Note 21 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for additional information.
Refer to Note 17 of the notes to our audited consolidated financial statements contained in Item 8 of this report for a complete discussion of our use of fair value and the related measurement practices. Selected Financial Data.
Refer to Note 17 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for a complete discussion of our use of fair value and the related measurement practices. Selected Financial Data.
There were no holdings of securities of any one issuer, other than U.S. government-sponsored entities and agencies, with total outstanding balances greater than 10% of our stockholders’ equity as of December 31, 2024 and 2023.
There were no holdings of securities of any one issuer, other than U.S. government-sponsored entities and agencies, with total outstanding balances greater than 10% of our stockholders’ equity as of December 31, 2025 and 2024.
"Business—Supervision and Regulation—Regulatory Capital Requirements", "Business—Supervision and Regulation—Prompt Corrective Action Framework" and Note 20 of the notes to our audited consolidated financial statements contained in Item 8 of this report for additional information.
"Business—Supervision and Regulation—Regulatory Capital Requirements", "Business—Supervision and Regulation—Prompt Corrective Action Framework" and Note 20 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for additional information.
As of December 31, 2024, Byline Bank exceeded all applicable regulatory capital requirements and was considered "well-capitalized." There have been no conditions or events since December 31, 2024 that management believes have changed Byline Bank’s classifications. 60 Table of Contents Off-balance sheet items and other financing arrangements We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.
As of December 31, 2025, Byline Bank exceeded all applicable regulatory capital requirements and was considered "well-capitalized." There have been no conditions or events since December 31, 2025 that management believes have changed Byline Bank’s classifications. 61 Table of Contents Off-balance sheet items and other financing arrangements We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.
Maturity as of December 31, 2024 Due in One Year or Less Due from One to Five Years Due from Five to Ten Years Due after Ten Years Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Available-for-sale U.S.
Maturity as of December 31, 2025 Due in One Year or Less Due from One to Five Years Due from Five to Ten Years Due after Ten Years Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Amortized Cost Weighted Average Yield (1) Available-for-sale U.S.
For additional information regarding future financial commitments, refer to Notes 9 and 16 of the notes to our audited consolidated financial statements contained in Item 8 of this report for additional information.
For additional information regarding future financial commitments, refer to Notes 9 and 16 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for additional information.
Management does not consider servicing assets as an intangible asset for purposes of this calculation. • "Tangible book value per common share" is calculated as tangible common equity, which is stockholders’ equity reduced by preferred stock and goodwill and other intangible assets, divided by total shares of common stock outstanding.
Management does not consider servicing assets as an intangible asset for purposes of this calculation. 38 Table of Contents • "Tangible book value per common share" is calculated as tangible common stockholders' equity, which is stockholders’ equity reduced by preferred stock, goodwill and other intangible assets, divided by total shares of common stock outstanding.
Allowance for credit losses - loans and leases The ACL is determined by us on a quarterly basis, although we are engaged in monitoring the appropriate level of the allowance on a more frequent basis. The ACL reflects management’s estimate of current expected credit losses inherent in the loan and lease portfolios.
Allowance for credit losses - loans and leases 53 Table of Contents The ACL is determined by us on a quarterly basis, although we are engaged in monitoring the appropriate level of the allowance on a more frequent basis. The ACL reflects management’s estimate of current expected credit losses inherent in the loan and lease portfolios.
(2) Represents states and territories with less than 1% of the CRE portfolio. The composition of the CRE loan portfolio remained stable at December 31, 2024 compared to December 31, 2023.
(2) Represents states and territories with less than 1% of the CRE portfolio. The composition of the CRE loan portfolio remained stable at December 31, 2025 compared to December 31, 2024.
Refer to Note 21 – Derivative Instruments and Hedge Activities of the notes to our audited consolidated financial statements contained in Item 8 of this report for further information. (2) We amended our existing revolving credit agreement with a correspondent lender in May 2024, which extended the maturity date to May 2025.
Refer to Note 21 – Derivative Instruments and Hedge Activities of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for further information. (2) We amended our existing revolving credit agreement with a correspondent lender in May 2025, which extended the maturity date to May 2026.
On May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the "Amendment") with the lender, which is effective May 26, 2024, and provides for: (1) the renewal of the revolving line-of credit facility of up to $15.0 million, and (2) extending its maturity date to May 25, 2025, subject to the existing Negative Pledge Agreement dated October 11, 2018, as amended.
On May 21, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the "Amendment") with the lender, which is effective May 25, 2025, and provides for: (1) the renewal of the revolving line-of credit facility of up to $15.0 million, and (2) extending its maturity date to May 24, 2026, subject to the existing Negative Pledge Agreement dated October 11, 2018, as amended.
Fees included in loan and lease interest income were $8.1 million, $9.8 million, and $12.1 million for the years ended December 31, 2024, 2023, and 2022, respectively. Non-accrual loans and leases are included in total loan and lease balances.
Fees included in loan and lease interest income were $8.8 million, $8.1 million, and $9.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. Non-accrual loans and leases are included in total loan and lease balances.
Management believes the metric is an important measure of our operating performance on an ongoing basis. • "Adjusted return on average tangible common stockholders’ equity" is adjusted tangible net income available to common stockholders divided by average tangible common stockholders’ equity. Management believes the metric is an important measure of our operating performance on an ongoing basis.
Management believes the metric is an important measure of our operating performance on an ongoing basis. • "Adjusted return on average tangible common stockholders’ equity" is adjusted tangible net income divided by average tangible common stockholders’ equity. Management believes the metric is an important measure of our operating performance on an ongoing basis.
As of December 31, 2024, purchased credit deteriorated loans accounted for under ASC Topic 326 represented 1.8% of our total loan portfolio, compared to 3.4% at December 31, 2023.
As of December 31, 2025, purchased credit deteriorated loans accounted for under ASC Topic 326 represented 1.4% of our total loan portfolio, compared to 1.8% at December 31, 2024.
Purchased credit deteriorated commercial real estate loans decreased from $137.8 million as of December 31, 2023 to $82.9 million as of December 31, 2024, as a result of the migration of renewed loans to originated, paydowns, resolutions, and charge-offs. 50 Table of Contents As part of our risk assessment strategy, we strive to maintain a diversified commercial real estate portfolio, which is reviewed periodically by primary collateral type and geographic location.
Purchased credit deteriorated commercial real estate loans decreased from $82.9 million as of December 31, 2024 to $69.0 million as of December 31, 2025, as a result of the migration of renewed loans to originated, paydowns, resolutions, and charge-offs. 50 Table of Contents As part of our risk assessment strategy, we strive to maintain a diversified commercial real estate portfolio, which is reviewed periodically by primary collateral type and geographic location.
Management believes the metric is an important measure of our operating performance on an ongoing basis. • "Return on average tangible common stockholders’ equity" is tangible net income available to common stockholders divided by average tangible common stockholders’ equity.
Management believes the metric is an important measure of our operating performance on an ongoing basis. • "Return on average tangible common stockholders’ equity" is tangible net income divided by average tangible common stockholders’ equity.
As of December 31, 2024, we had outstanding commitments to extend credit of $2.0 billion, primarily related to unused credit lines and $10.9 million of commitments under operating lease agreements.
As of December 31, 2025, we had outstanding commitments to extend credit of $2.0 billion, primarily related to unused credit lines and $9.9 million of commitments under operating lease agreements.
Core deposits were 85.9% and 87.0% of total deposits at December 31, 2024 and 2023, respectively.
Core deposits were 87.0% and 85.9% of total deposits at December 31, 2025 and 2024, respectively.
Management believes this ratio demonstrates profitability excluding the tax provision or benefit and excludes the provision for credit losses. • "Adjusted pre-tax pre-provision return on average assets" excludes certain significant items, which include impairment charges on assets held for sale and ROU asset, and merger-related expenses. • "Tangible common stockholders' equity" is defined as total stockholders’ equity reduced by preferred stock and goodwill and other intangible assets.
Management believes this ratio demonstrates profitability excluding the tax provision or benefit and excludes the provision for credit losses. • "Adjusted pre-tax pre-provision return on average assets" excludes certain significant items, which include impairment charges on assets held for sale and ROU asset, merger-related expenses, secondary public offering of common stock expenses, and loss on extinguishment of debt. • "Tangible common stockholders' equity" is defined as total stockholders' equity reduced by preferred stock, goodwill and other intangible assets.
Please refer to the "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" included in Item 7 of this report, for more information on how our adjusted efficiency ratio is calculated. Income Taxes Income tax expense was $40.3 million for the year ended December 31, 2024, compared to $37.8 million for the year ended December 31, 2023.
Please refer to the "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" included in Item 7 of this report, for more information on how our adjusted efficiency ratio is calculated. Income Taxes Income tax expense was $43.2 million for the year ended December 31, 2025, compared to $40.3 million for the year ended December 31, 2024.
In addition, Byline Bank owns stock of Bankers’ Bank, which is redeemable at par and carried at cost. As of December 31, 2024 and 2023, we held $27.5 million and $16.3 million, respectively, in FHLB and Bankers’ Bank stock.
In addition, Byline Bank owns stock of Bankers’ Bank, which is redeemable at par and carried at cost. As of December 31, 2025 and 2024, we held $21.3 million and $27.5 million, respectively, in FHLB and Bankers’ Bank stock.
Securities sold under agreements to repurchase were $32.1 million at December 31, 2024, compared to $40.6 million at December 31, 2023, a decrease of $8.5 million. 59 Table of Contents Liquidity We manage liquidity based upon factors that include the amount of core deposits as a percentage of total deposits, the level of diversification of our funding sources, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the availability of assets readily converted into cash without undue loss, the amount of cash and liquid securities we hold and the re-pricing characteristics and maturities of our assets when compared to the re-pricing characteristics of our liabilities, the ability to securitize and sell certain pools of assets and other factors.
Securities sold under agreements to repurchase were $79.6 million at December 31, 2025, compared to $32.1 million at December 31, 2024, an increase of $47.5 million. 60 Table of Contents Liquidity We manage liquidity based upon factors that include the amount of core deposits as a percentage of total deposits, the level of diversification of our funding sources, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the availability of assets readily converted into cash without undue loss, the amount of cash and liquid securities we hold and the re-pricing characteristics and maturities of our assets when compared to the re-pricing characteristics of our liabilities, the ability to securitize and sell certain pools of assets and other factors.
We sold $314.8 million and $348.4 million of U.S. government guaranteed loans during the years ended December 31, 2024 and 2023, respectively. Wealth management and trust income represents fees charged to customers for investment, trust, and wealth management services and are primarily determined by total assets under administration.
We sold $315.0 million and $314.8 million of U.S. government guaranteed loans during the years ended December 31, 2025 and 2024, respectively. Wealth management and trust income represents fees charged to customers for investment, trust, and wealth management services and are primarily determined by total assets under administration.
Total net loan accretion on acquired loans contributed 15 basis points to the net interest margin for the year ended December 31, 2024 compared to 22 basis points for the year ended December 31, 2023. Assuming no additional acquisitions, we expect loan accretion income to decline as acquired loans mature.
Total net loan accretion on acquired loans contributed 11 basis points to the net interest margin for the year ended December 31, 2025 compared to 15 basis points for the year ended December 31, 2024. Assuming no additional acquisitions, we expect loan accretion income to continue to decline as acquired loans mature.
Refer to Note 5 of the notes to our audited consolidated financial statements contained in Item 8 of this report for further information. 56 Table of Contents Deposits We gather deposits primarily through each of our 45 branch locations in the Chicago metropolitan area and one branch in Wauwatosa, Wisconsin.
Refer to Note 5 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for further information. 57 Table of Contents Deposits We gather deposits primarily through each of our 44 branch locations in the Chicago metropolitan area and one branch in Wauwatosa, Wisconsin.
Management believes this metric is important 38 Table of Contents to investors and analysts interested in relative changes in the ratio of total stockholders’ equity to total assets, each exclusive of changes in intangible assets. • "Tangible net income available to common stockholders" is net income available to common stockholders excluding after-tax intangible asset amortization. • "Adjusted tangible net income available to common stockholders" is tangible net income available to common stockholders excluding certain significant items.
Management believes this metric is important to investors and analysts interested in relative changes in the ratio of total stockholders’ equity to total assets, each exclusive of changes in intangible assets. • "Tangible net income" is net income excluding after-tax intangible asset amortization. • "Adjusted tangible net income" is tangible net income excluding certain significant items.
Our management uses the non‑GAAP financial measures set forth below in its analysis of our performance. • "Adjusted net income" and "adjusted diluted earnings per share" exclude certain significant items, which include impairment charges on assets held for sale and right-of use asset ("ROU") and merger-related expenses adjusted for applicable income tax.
Our management uses the non‑GAAP financial measures set forth below in its analysis of our performance. • "Adjusted net income" and "adjusted diluted earnings per share" exclude certain significant items, which include impairment charges on assets held for sale and right-of use asset ("ROU"), merger-related expenses, secondary public offering of common stock expenses, and loss on extinguishment of debt, adjusted for applicable income tax.
The residential real estate loan portfolio comprised 20.3% and 20.2% of real estate loans as of December 31, 2024 and 2023, respectively, and 10.4% and 10.8% of total loans and leases at December 31, 2024 and 2023, respectively.
The residential real estate loan portfolio comprised 20.1% and 20.3% of real estate loans as of December 31, 2025 and 2024, respectively, and 10.2% and 10.4% of total loans and leases at December 31, 2025 and 2024, respectively.
Management believes this metric demonstrates income excluding the tax provision or benefit and the provision for credit losses and enables investors and others to assess our ability to generate capital to cover credit losses through a credit cycle. • "Adjusted pre-tax pre-provision net income" is pre-tax pre-provision net income excluding certain significant items, which include impairment charges on assets held for sale and ROU asset and merger-related expenses.
Management believes this metric demonstrates income excluding the tax provision or benefit and the provision for credit losses and enables investors and others to assess our ability to generate capital to cover credit losses through a credit cycle. • "Adjusted pre-tax pre-provision net income" is pre-tax pre-provision net income excluding certain significant items, which include impairment charges on assets held for sale and ROU asset, merger-related expenses, secondary public offering of common stock expenses, and loss on extinguishment of debt.
The following table summarizes certain selected historical consolidated financial data of Byline as of or for the fiscal years ended December 31, 2024, 2023, and 2022, and is derived from our audited financial statements. You should read this information in conjunction with our consolidated financial statements and related notes included in Item 8 of this report.
The following table summarizes certain selected historical consolidated financial data of Byline as of or for the fiscal years ended December 31, 2025, 2024, and 2023, and is derived from our audited financial statements. It should be read in conjunction with our consolidated financial statements and related notes included in Part II, Item 8 of this report.
There were $364.8 million and $480.0 million of brokered deposits included in Time deposits of below $100,000 at December 31, 2024 and 2023, respectively. Brokered deposits were 4.9% and 6.7% of total deposits as of December 31, 2024 and 2023, respectively.
There were $31.0 million and $364.8 million of brokered deposits included in Time deposits of below $100,000 at December 31, 2025 and 2024, respectively. Brokered time deposits were 0.4% and 4.9% of total deposits as of December 31, 2025 and 2024, respectively.
Management’s discussion focuses on 2024 results compared to 2023. For a discussion of 2023 results compared to 2022, refer to Part I, Item 7 of our 2023 Annual Report filed on Form 10-K , which was filed with the SEC on March 4, 2024.
Management’s discussion focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, refer to Part I, Item 7 of our 2024 Annual Report filed on Form 10-K , which was filed with the SEC on February 28, 2025.
Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 1.00% to 15.00% and maturities up to 2052. Variable rate loan commitments have interest rates ranging from 4.00% to 17.75% and maturities up to 2053.
Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 2.69% to 15.00% and maturities up to 2047. Variable rate loan commitments have interest rates ranging from 4.00% to 16.75% and maturities up to 2053.
The fair value of our equity and other securities portfolio was $9.9 million at December 31, 2024, and $8.7 million at December 31, 2023.
The fair value of our equity and other securities portfolio was $10.7 million at December 31, 2025, and $9.9 million at December 31, 2024.
There were 335 investment securities with unrealized losses at December 31, 2024 totaling $181.7 million. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment.
There were 205 investment securities with unrealized losses at December 31, 2025 totaling $121.6 million. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment.
At December 31, 2024 and 2023, CRE loan concentration, as defined in the Federal Register to include owner-occupied and non-owner occupied CRE loans, construction land development and other land loans, multifamily property loans, and loans to finance CRE, construction and land development activities (that are not secured by real estate), as a percentage of Byline Bank total capital were 51 Table of Contents 278.2% and 300.7%, respectively.
At December 31, 2025 and 2024, CRE loan concentration, as defined in the Federal Register to include owner-occupied and non-owner occupied CRE loans, construction land development and other land loans, multifamily property loans, and loans to finance CRE, construction and land development activities (that are not secured by real estate), as a percentage of Byline Bank's total capital were 268.3% and 278.2%, respectively.
Assets under administration were $746.5 million and $770.5 million as of December 31, 2024 and 2023, respectively, and include $119.7 million and $165.8 million of money market demand accounts included in interest-bearing deposits on the Consolidated Statements of Financial Condition.
Assets under administration were $823.2 million and $746.5 million as of December 31, 2025 and 2024, respectively, and include $115.2 million and $119.7 million of money market demand accounts included in interest-bearing deposits on the Consolidated Statements of Financial Condition.
CRE loans outside of Illinois comprised 10.9% of total loans and leases held for investment as of December 31, 2024, compared to 9.3% as of December 31, 2023.
CRE loans outside of Illinois comprised 11.2% of total loans and leases held for investment as of December 31, 2025, compared to 10.9% as of December 31, 2024.
At December 31, 2023, the line of credit had a $11.3 million outstanding balance and an interest rate of 7.39%. 58 Table of Contents The following table sets forth certain information regarding our borrowings at the dates and for the periods indicated (dollars in thousands): Year Ended December 31, 2024 2023 2022 Federal Reserve Bank discount window borrowing: Average balance outstanding $ — $ — $ — Maximum outstanding at any month-end period during the year — — — Balance outstanding at end of period — — — Weighted average interest rate during period N/A N/A N/A Weighted average interest rate at end of period N/A N/A N/A Federal Home Loan Bank advances: Average balance outstanding $ 259,809 $ 435,264 $ 436,618 Maximum outstanding at any month-end period during the year 670,000 675,000 735,000 Balance outstanding at end of period 575,000 325,000 625,000 Weighted average interest rate during period (1) 1.87 % 3.48 % 2.07 % Weighted average interest rate at end of period 4.48 % 5.56 % 4.33 % Federal funds purchased: Average balance outstanding $ 348 $ 685 $ 630 Maximum outstanding at any month-end period during the year — — 45,000 Balance outstanding at end of period — — — Weighted average interest rate during period 6.05 % 5.30 % 2.32 % Weighted average interest rate at end of period N/A N/A N/A Bank Term Funding Program Average balance outstanding $ 131,694 $ — $ — Maximum outstanding at any month-end period during the year 200,000 — — Balance outstanding at end of period — — — Weighted average interest rate during period 4.92 % N/A N/A Weighted average interest rate at end of period N/A N/A N/A Term loan Average balance outstanding $ 14,162 $ 9,557 $ — Maximum outstanding at any month-end period during the year 16,667 20,000 — Balance outstanding at end of period 11,667 18,333 — Weighted average interest rate during period 7.64 % 7.63 % N/A Weighted average interest rate at end of period 6.83 % 7.64 % N/A Revolving line of credit: Average balance outstanding $ 1,322 $ 6,545 $ — Maximum outstanding at any month-end period during the year 7,500 15,000 — Balance outstanding at end of period — 11,250 — Weighted average interest rate during period 10.49 % 7.72 % N/A Weighted average interest rate at end of period (2) N/A 7.39 % N/A (1) Net of pay-fixed interest rate swaps designated as cash flow hedges.
The variable rate term loan was paid in full in January 2025. 59 Table of Contents The following table sets forth certain information regarding our borrowings at the dates and for the periods indicated (dollars in thousands): Year Ended December 31, 2025 2024 2023 Federal Reserve Bank discount window borrowing: Average balance outstanding $ — $ — $ — Maximum outstanding at any month-end period during the year — — — Balance outstanding at end of period — — — Weighted average interest rate during period N/A N/A N/A Weighted average interest rate at end of period N/A N/A N/A Federal Home Loan Bank advances: Average balance outstanding $ 278,068 $ 259,809 $ 435,264 Maximum outstanding at any month-end period during the year 550,000 670,000 675,000 Balance outstanding at end of period 340,000 575,000 325,000 Weighted average interest rate during period (1) 1.83 % 1.87 % 3.48 % Weighted average interest rate at end of period 3.85 % 4.48 % 5.56 % Federal funds purchased: Average balance outstanding $ — $ 348 $ 685 Maximum outstanding at any month-end period during the year — — — Balance outstanding at end of period — — — Weighted average interest rate during period N/A 6.05 % 5.30 % Weighted average interest rate at end of period N/A N/A N/A Bank Term Funding Program Average balance outstanding $ — $ 131,694 $ — Maximum outstanding at any month-end period during the year — 200,000 — Balance outstanding at end of period — — — Weighted average interest rate during period N/A 4.92 % N/A Weighted average interest rate at end of period N/A N/A N/A Term loan Average balance outstanding $ 717 $ 14,162 $ 9,557 Maximum outstanding at any month-end period during the year — 16,667 20,000 Balance outstanding at end of period — 11,667 18,333 Weighted average interest rate during period 6.97 % 7.64 % 7.63 % Weighted average interest rate at end of period NA 6.83 % 7.64 % Revolving line of credit: Average balance outstanding $ — $ 1,322 $ 6,545 Maximum outstanding at any month-end period during the year — 7,500 15,000 Balance outstanding at end of period — — 11,250 Weighted average interest rate during period N/A 10.49 % 7.72 % Weighted average interest rate at end of period (2) N/A N/A 7.39 % (1) Net of pay-fixed interest rate swaps designated as cash flow hedges.
Capital resources Stockholders’ equity at December 31, 2024 was $1.1 billion compared to $990.2 million at December 31, 2023, an increase of $101.3 million, or 10.2%. The increase was primarily due to increased retained earnings due to net income. The Company and Byline Bank are subject to various regulatory capital requirements administered by federal banking regulators.
Capital resources Stockholders’ equity at December 31, 2025 was $1.3 billion compared to $1.1 billion at December 31, 2024, an increase of $176.4 million, or 16.2%. The increase was primarily due to increased retained earnings. The Company and Byline Bank are subject to various regulatory capital requirements administered by federal banking regulators.
See "GAAP Reconciliation and Management Explanation of non-GAAP Financial Measures" for a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure. (2) Calculation excludes impairment charges on assets held for sale and ROU assets and merger-related expenses.
See "GAAP Reconciliation and Management Explanation of non-GAAP Financial Measures" for a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure. (2) Calculation excludes impairment charges on assets held for sale and ROU assets, merger-related expenses, secondary public offering of common stock expenses, and loss on extinguishment of debt.
Non-performing assets consist of non-performing loans and leases plus other real estate owned. Non-accrual loans and leases as December 31, 2024 and 2023 totaled $62.1 million and $64.1 million, respectively. Non-accrual loans and leases include $9.9 million and $4.2 million of U.S. government guaranteed balances at December 31, 2024 and 2023, respectively.
Non-performing assets consist of non-performing loans and leases plus other real estate owned. Non-accrual loans and leases as December 31, 2025 and 2024 totaled $71.3 million and $62.1 million, respectively. Non-accrual loans and leases include $9.7 million and $9.9 million of U.S. government guaranteed balances at December 31, 2025 and 2024, respectively.
Non-interest income Non-interest income was $58.9 million for the year ended December 31, 2024, compared to $56.3 million for the year ended December 31, 2023, an increase of $2.5 million or 4.5%.
Non-interest income Non-interest income was $60.9 million for the year ended December 31, 2025, compared to $58.9 million for the year ended December 31, 2024, an increase of $2.1 million or 3.5%.
In the aggregate, loans collateralized by real estate comprised 51.6% and 53.4% of the total loan and lease portfolio at December 31, 2024 and 2023, respectively. Commercial Real Estate Loans .
In the aggregate, loans collateralized by real estate comprised 50.3% and 51.6% of the total loan and lease portfolio at December 31, 2025 and 2024, respectively. Commercial real estate loans .
The following tables summarize the fair value of the available-for-sale and held-to-maturity securities portfolio as of the dates presented (dollars in thousands): December 31, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value Available-for-sale U.S. Treasury Notes $ 32,783 $ 32,570 $ 116,398 $ 115,434 U.S.
The following tables summarize the fair value of the available-for-sale and held-to-maturity securities portfolio as of the dates presented (dollars in thousands): December 31, 2025 December 31, 2024 Amortized Cost Fair Value Amortized Cost Fair Value Available-for-sale U.S. Treasury Notes $ 29,655 $ 29,890 $ 32,783 $ 32,570 U.S.
Our exposure to certain industries as of December 31, 2024 represents the following percentages of the portfolio: 36.1% real estate, 12.8% manufacturing, 8.7% finance and insurance, 5.9% wholesale trade, 5.0% other services, and all other industries represent less than 5% of the portfolio or 31.4% of the total loan and lease portfolio.
Our exposure to certain industries as of December 31, 2025 represents the following percentages of the portfolio: 35.9% real estate, 12.1% manufacturing, 9.5% finance and insurance, 6.5% wholesale trade, 5.0% accommodation and food services, and all other industries represent less than 5% of the portfolio or 31.0% of the total loan and lease portfolio.
The commercial and industrial loan portfolio comprised 37.9% and 36.6% of the total loan and lease portfolio as of December 31, 2024 and 2023, respectively. Lease financing receivables comprised 10.4% and 10.0% of the total loan and lease portfolio as of December 31, 2024 and 2023, respectively.
The commercial and industrial loan portfolio comprised 39.5% and 37.9% of the total loan and lease portfolio as of December 31, 2025 and 2024, respectively. Lease financing receivables comprised 10.0% and 10.4% of the total loan and lease portfolio as of December 31, 2025 and 2024, respectively.
(2) Interest income and rates include the effects of a tax equivalent adjustment to adjust tax-exempt investment income on tax-exempt investment securities to a fully taxable basis, assuming a federal income tax rate of 21%. Net interest income for the year ended December 31, 2024 was $348.0 million, an increase of $17.4 million, or 5.3% compared to 2023.
(2) Interest income and rates include the effects of a tax equivalent adjustment to adjust tax-exempt investment income on tax-exempt investment securities to a fully taxable basis, assuming a federal income tax rate of 21%. Net interest income for the year ended December 31, 2025 was $385.3 million, an increase of $37.3 million, or 10.7% compared to 2024.
Net gains on sales of loans were $24.5 million for the year ended December 31, 2024 compared to $22.8 million for the year ended December 31, 2023, an increase of $1.7 million, or 7.6%. The increase in net gains on sales was primarily driven by higher market premiums for U.S. government guaranteed loans.
Net gains on sales of loans were $22.7 million for the year ended December 31, 2025 compared to $24.5 million for the year ended December 31, 2024, a decrease of $1.8 million, or 7.4%. The decrease in net gains on sales was primarily driven by lower market premiums for U.S. government guaranteed loans.
Geographically, CRE loans in Illinois decreased to 23.1% of total loans and leases held for investment and represented 67.8% of total CRE loans at December 31, 2024, compared to 25.5% of total loans and leases held for investment and 73.5% of total CRE loans at December 31, 2023.
Geographically, CRE loans in Illinois were 23.5% of total loans and leases held for investment and represented 67.6% of total CRE loans at December 31, 2025, compared to 23.1% of total loans and leases held for investment and 67.8% of total CRE loans at December 31, 2024.
The construction, land development and other land loan portfolio comprised 13.7% and 14.8% of real estate loans as of December 31, 2024 and 2023, respectively, and 7.1% and 7.9% of the total loan and lease portfolio as of December 31, 2024 and 2023, respectively.
The construction, land development and other land loan portfolio comprised 10.8% and 13.7% of real estate loans as of December 31, 2025 and 2024, respectively, and 5.4% and 7.1% of the total loan and lease portfolio as of December 31, 2025 and 2024, respectively.
We have not experienced portfolio concentration shift during the year ended December 31, 2024, nor have we changed our underwriting standards. Residential real estate loans. Residential real estate loans totaled $726.1 million at December 31, 2024, compared to $719.5 million at December 31, 2023, an increase of $6.6 million or 0.9%.
We have not experienced portfolio concentration shift during the year ended December 31, 2025 nor have we changed our underwriting standards. Residential real estate loans. Residential real estate loans totaled $757.4 million at December 31, 2025, compared to $726.1 million at December 31, 2024, an increase of $31.3 million or 4.3%.
Wealth management and trust income was $4.3 million for the year ended December 31, 2024 compared to $4.2 million for the year ended December 31, 2023, an increase of $152,000 or 3.7%, mainly due to increased fees.
Wealth management and trust income was $4.8 million for the year ended December 31, 2025 compared to $4.3 million for the year ended December 31, 2024, an increase of $536,000 or 12.4%, mainly due to increased fees.
Commercial real estate loans, including owner occupied and non-owner occupied, comprised the largest portion of the real estate loan portfolio as of December 31, 2024 and totaled $2.4 billion, or 66.0%, of real estate loans and 34.1% of the total loan and lease portfolio.
Commercial real estate loans, including owner occupied and non-owner occupied, comprised the largest portion of the real estate loan portfolio as of December 31, 2025 and totaled $2.6 billion, or 69.1%, of real estate loans and 34.7% of the total loan and lease portfolio.
The construction, land development and other land loan portfolio was 41.3% and 48.4% of Byline Bank total capital, at December 31, 2024 and December 31, 2023, respectively. Commercial and industrial loans. Commercial and industrial loans totaled $2.6 billion and $2.4 billion at December 31, 2024 and 2023, respectively, an increase of $168.6 million, or 6.9%, primarily due to organic growth.
The construction, land development and other land loan portfolio was 31.1% and 41.3% of Byline Bank's total capital, at December 31, 2025 and 2024, respectively. Commercial and industrial loans. Commercial and industrial loans totaled $3.0 billion and $2.6 billion at December 31, 2025 and 2024, respectively, an increase of $349.4 million, or 13.4%, primarily due to organic growth.
We generated $12.9 million and $13.5 million in loan servicing revenue on the sold portion of U.S. government guaranteed loans for the years ended December 31, 2024 and 2023, respectively, a decrease of $598,000 or 4.4%. At December 31, 2024 and 2023, the outstanding balance of U.S. government guaranteed loans serviced was $1.7 billion.
We generated $12.3 million and $12.9 million in loan servicing revenue on the sold portion of U.S. government guaranteed loans for the years ended December 31, 2025 and 2024, respectively, a decrease of $644,000 or 5.0%. 45 Table of Contents At December 31, 2025 and 2024, the outstanding balance of U.S. government guaranteed loans serviced was $1.6 billion and $1.7 billion, respectively.
Total variable rate advances were $250.0 million at December 31, 2024, with an interest rate of 4.51% that may reset daily and mature in March 2025. The Company’s required investment in FHLB stock is $4.50 for every $100 in advances.
At December 31, 2025, fixed-rate advances totaled $90.0 million, with an interest rate of 3.80% that matured in January 2026. Total variable rate advances were $250.0 million at December 31, 2025, with an interest rate of 3.87% that may reset daily and mature in March 2026. The Company’s required investment in FHLB stock is $4.50 for every $100 in advances.
Refer to Note 20 of the notes to our audited consolidated financial statements contained in Item 8 of this report for additional information. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.
There are regulatory limitations that affect the ability of Byline Bank to pay dividends to the Company. Refer to Note 20 of the notes to our audited consolidated financial statements contained in Part II, Item 8 of this report for additional information. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.
(3) Calculations exclude incremental income tax benefit related to impairment charges and merger-related expenses (4) Represents loans and leases, net of acquisition accounting adjustments, unearned deferred fees and costs and initial indirect costs.
(3) Calculations exclude incremental income tax benefit related to impairment charges, merger-related expenses, secondary public offering of common stock expenses, and loss on extinguishment of debt. (4) Represents loans and leases, net of acquisition accounting adjustments, unearned deferred fees and costs and initial indirect costs.
If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 75 basis points. At December 31, 2023, the outstanding balance on the revolving line of credit was $11.3 million. At December 31, 2024 the line of credit had no outstanding balance.
If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 75 basis points. At December 31, 2025 and 2024, the line of credit had no outstanding balance.
Fees and service charges on deposits were $10.2 million for the year ended December 31, 2024, compared to $9.2 million for the year ended December 31, 2023, an increase of $1.0 million or 10.9%. The increase was a result of growth in deposit balances and from new client acquisitions.
Fees and service charges on deposits were $10.9 million for the year ended December 31, 2025, compared to $10.2 million for the year ended December 31, 2024, an increase of $662,000 or 6.5%. The increase was a result of growth in deposit balances and from new customers.
We expect our effective tax rate for 2025 to be approximately 25% to 27%. Financial Condition Balance sheet analysis Our total assets increased by $614.6 million, or 6.9%, to $9.5 billion at December 31, 2024, compared to $8.9 billion at December 31, 2023.
We expect our effective tax rate for 2026 to be approximately 25% to 27%. 47 Table of Contents Financial Condition Balance sheet analysis Our total assets increased by $156.1 million, or 1.6%, to $9.7 billion at December 31, 2025, compared to $9.5 billion at December 31, 2024.
Management uses the non-GAAP financial measures set forth herein in its analysis of our performance and believes that these non-GAAP financial measures provide useful information to management and investors; however, you should not view these disclosures as a substitute for results determined in accordance with GAAP financial measures. 36 Table of Contents As of or for the years ended December 31, (Dollars in thousands except share and per share data) 2024 2023 2022 Income Statement Data Net interest income $ 348,046 $ 330,621 $ 265,330 Provision for credit losses 27,041 31,653 23,879 Non-interest income 58,851 56,315 57,314 Non-interest expense 218,777 209,603 184,082 Income before income taxes 161,079 145,680 114,683 Provision for income taxes 40,320 37,802 26,729 Net income 120,759 107,878 87,954 Dividends on preferred shares — — 196 Income available to common stockholders $ 120,759 $ 107,878 $ 87,758 Earnings per Common Share Basic earnings per common share $ 2.78 $ 2.69 $ 2.37 Diluted earnings per common share $ 2.75 $ 2.67 $ 2.34 Adjusted diluted earnings per share (1)(2)(3) $ 2.76 $ 2.89 $ 2.36 Weighted-average common shares outstanding (basic) 43,448,856 40,045,208 36,972,972 Weighted-average common shares outstanding (diluted) 43,853,939 40,445,553 37,476,120 Common shares outstanding 44,459,584 43,764,056 37,492,775 Balance Sheet Data Loans and leases held for investment, before allowance for credit losses - loans and leases (4) $ 6,906,822 $ 6,684,306 $ 5,421,258 Loans and leases held for sale 3,200 18,005 47,823 Allowance for credit losses - loans and leases (ACL) 97,988 101,686 81,924 Interest-bearing deposits in other banks 504,379 165,705 117,079 Investment securities 1,426,166 1,352,380 1,185,125 Assets held for sale 2,025 4,484 8,673 Other real estate owned, net 5,170 1,200 4,717 Goodwill and other intangibles 198,098 203,478 158,887 Servicing assets 18,952 19,844 19,172 Total assets 9,496,529 8,881,967 7,362,941 Total deposits 7,458,628 7,176,999 5,695,121 Total liabilities 8,405,032 7,891,816 6,597,125 Total stockholders’ equity 1,091,497 990,151 765,816 Deposits per branch 162,144 149,521 149,872 Book value per common share 24.55 22.62 20.43 Tangible book value per common share (1) 20.09 17.98 16.19 Performance Ratios Net interest margin 3.97 % 4.31 % 4.00 % Net interest margin, fully taxable equivalent (1) 3.98 4.32 4.01 Average cost of deposits 2.61 1.90 0.36 Efficiency ratio (5) 52.45 52.62 54.99 Adjusted efficiency ratio (1)(2)(5) 52.24 49.61 54.70 Non-interest expense to average assets 2.38 2.60 2.62 Adjusted non-interest expense to average assets (1)(2) 2.37 2.46 2.61 Return on average stockholders’ equity 11.61 12.50 11.33 Adjusted return on average stockholders' equity (1)(2)(3) 11.68 13.53 11.43 Return on average assets 1.31 1.34 1.25 Adjusted return on average assets (1)(2)(3) 1.32 1.45 1.26 Non-interest income to total revenues (1) 14.46 14.55 17.76 Pre-tax pre-provision return on average assets (1) 2.05 2.20 1.97 Adjusted pre-tax pre-provision return on average assets (1)(2) 2.06 2.35 1.99 Return on average tangible common stockholders' equity (1) 14.85 16.46 15.15 Adjusted return on average tangible common stockholders' equity (1)(2)(3) 14.94 17.76 15.28 Non-interest-bearing deposits to total deposits 23.54 26.56 37.55 Loans and leases held for sale and loans and leases held for investment to total deposits 92.64 93.39 96.03 Deposits to total liabilities 88.74 90.94 86.33 Asset Quality Ratios Non-performing loans and leases / total loans and leases held for investment, net before ACL 0.90 % 0.96 % 0.66 % Total non-performing assets as a percentage of total assets 0.71 0.74 0.55 ACL / total loans and leases held for investment, net before ACL 1.42 1.52 1.51 Net charge-offs / average total loans and leases held for investment, net before ACL 0.47 0.38 0.16 Capital Ratios Common equity to assets 11.49 % 11.15 % 10.40 % Tangible common equity to tangible assets (1) 9.61 9.06 8.42 Leverage ratio 11.74 10.86 10.29 Common equity tier 1 capital ratio 11.70 10.35 10.20 Tier 1 capital ratio 12.73 11.39 10.85 Total capital ratio 14.74 13.38 13.00 (1) Represents a non-GAAP financial measure.
Management uses the non-GAAP financial measures set forth herein in its analysis of our performance and believes that these non-GAAP financial measures provide useful information to management and investors; however, these disclosures should not be viewed as a substitute for results determined in accordance with GAAP financial measures. 36 Table of Contents As of or for the years ended December 31, (Dollars in thousands except share and per share data) 2025 2024 2023 Income Statement Data Net interest income $ 385,348 $ 348,046 $ 330,621 Provision for credit losses 36,102 27,041 31,653 Non-interest income 60,925 58,851 56,315 Non-interest expense 236,918 218,777 209,603 Income before income taxes 173,253 161,079 145,680 Provision for income taxes 43,202 40,320 37,802 Net income $ 130,051 $ 120,759 $ 107,878 Earnings per Common Share Basic earnings per common share $ 2.90 $ 2.78 $ 2.69 Diluted earnings per common share $ 2.89 $ 2.75 $ 2.67 Adjusted diluted earnings per share (1)(2)(3) $ 3.00 $ 2.76 $ 2.89 Weighted-average common shares outstanding (basic) 44,798,651 43,448,856 40,045,208 Weighted-average common shares outstanding (diluted) 45,063,611 43,853,939 40,445,553 Common shares outstanding 45,545,928 44,459,584 43,764,056 Balance Sheet Data Loans and leases held for investment, before allowance for credit losses - loans and leases (4) $ 7,509,369 $ 6,906,822 $ 6,684,306 Loans and leases held for sale 13,621 3,200 18,005 Allowance for credit losses - loans and leases (ACL) 108,834 97,988 101,686 Interest-bearing deposits in other banks 88,911 504,379 165,705 Investment securities 1,415,766 1,426,166 1,352,380 Assets held for sale 1,829 2,025 4,484 Other real estate owned, net 3,394 5,170 1,200 Goodwill and other intangibles 200,520 198,098 203,478 Servicing assets 19,234 18,952 19,844 Total assets 9,652,676 9,496,529 8,881,967 Total deposits 7,647,443 7,458,628 7,176,999 Total liabilities 8,384,770 8,405,032 7,891,816 Total stockholders’ equity 1,267,906 1,091,497 990,151 Deposits per branch 169,943 162,144 149,521 Book value per common share 27.84 24.55 22.62 Tangible book value per common share (1) 23.44 20.09 17.98 Performance Ratios Net interest margin 4.22 % 3.97 % 4.31 % Net interest margin, fully taxable equivalent (1) 4.23 3.98 4.32 Average cost of deposits 2.17 2.61 1.90 Efficiency ratio (5) 51.83 52.45 52.62 Adjusted efficiency ratio (1)(2)(5) 50.37 52.24 49.61 Non-interest expense to average assets 2.48 2.38 2.60 Adjusted non-interest expense to average assets (1)(2) 2.41 2.37 2.46 Return on average stockholders’ equity 10.86 11.61 12.50 Adjusted return on average stockholders' equity (1)(2)(3) 11.28 11.68 13.53 Return on average assets 1.36 1.31 1.34 Adjusted return on average assets (1)(2)(3) 1.41 1.32 1.45 Non-interest income to total revenues (1) 13.65 14.46 14.55 Pre-tax pre-provision return on average assets (1) 2.19 2.05 2.20 Adjusted pre-tax pre-provision return on average assets (1)(2) 2.26 2.06 2.35 Return on average tangible common stockholders' equity (1) 13.47 14.85 16.46 Adjusted return on average tangible common stockholders' equity (1)(2)(3) 13.97 14.94 17.76 Non-interest-bearing deposits to total deposits 23.78 23.54 26.56 Loans and leases held for sale and loans and leases held for investment to total deposits 98.37 92.64 93.39 Deposits to total liabilities 91.21 88.74 90.94 Asset Quality Ratios Non-performing loans and leases / total loans and leases held for investment, net before ACL 0.95 % 0.90 % 0.96 % Total non-performing assets as a percentage of total assets 0.77 0.71 0.74 ACL / total loans and leases held for investment, net before ACL 1.45 1.42 1.52 Net charge-offs / average total loans and leases held for investment, net before ACL 0.39 0.47 0.38 Capital Ratios Common equity to assets 13.14 % 11.49 % 11.15 % Tangible common equity to tangible assets (1) 11.29 9.61 9.06 Leverage ratio 12.53 11.74 10.86 Common equity tier 1 capital ratio 12.33 11.70 10.35 Tier 1 capital ratio 13.29 12.73 11.39 Total capital ratio 15.34 14.74 13.38 (1) Represents a non-GAAP financial measure.
The following table sets forth the amounts of non-performing loans and leases, non-performing assets, and OREO at the dates indicated (dollars in thousands): December 31, 2024 December 31, 2023 Non-performing assets: Non-accrual loans and leases (1)(2) $ 62,076 $ 64,107 Past due loans and leases 90 days or more and still accruing interest — — Total non-performing loans and leases 62,076 64,107 Other real estate owned 5,170 1,200 Total non-performing assets $ 67,246 $ 65,307 Total non-performing loans and leases as a percentage of total loans and leases 0.90 % 0.96 % Total non-accrual loans and leases as a percentage of total loans and leases 0.90 % 0.96 % Total non-performing assets as a percentage of total assets 0.71 % 0.74 % Allowance for credit losses - loans and leases, as a percentage of non-performing loans and leases 157.85 % 158.62 % Allowance for credit losses - loans and leases, as a percentage of non-accrual loans and leases 157.85 % 158.62 % Non-performing loans guaranteed by U.S. government: Non-accrual loans guaranteed $ 9,862 $ 4,154 Past due loans 90 days or more and still accruing interest guaranteed — — Total non-performing loans guaranteed $ 9,862 $ 4,154 Total non-performing loans and leases not guaranteed as a percentage of total loans and leases 0.76 % 0.90 % Total non-accrual loans and leases not guaranteed as a percentage of total loans and leases 0.76 % 0.90 % Total non-performing assets not guaranteed as a percentage of total assets 0.60 % 0.69 % (1) Includes $2.8 million and $406,000 of non-accrual loan modifications as of December 31, 2024 and 2023, respectively.
The following table sets forth the amounts of non-performing loans and leases, non-performing assets, and OREO at the dates indicated (dollars in thousands): December 31, 2025 December 31, 2024 Non-performing assets: Non-accrual loans and leases (1)(2) $ 71,290 $ 62,076 Past due loans and leases 90 days or more and still accruing interest — — Total non-performing loans and leases 71,290 62,076 Other real estate owned 3,394 5,170 Total non-performing assets $ 74,684 $ 67,246 Total non-performing loans and leases as a percentage of total loans and leases 0.95 % 0.90 % Total non-accrual loans and leases as a percentage of total loans and leases 0.95 % 0.90 % Total non-performing assets as a percentage of total assets 0.77 % 0.71 % Allowance for credit losses - loans and leases, as a percentage of non-accrual loans and leases 152.66 % 157.85 % Allowance for credit losses - loans and leases, as a percentage of non-performing loans and leases 152.66 % 157.85 % Allowance for credit losses - loans and leases, as a percentage of total loans and leases 1.45 % 1.42 % Non-performing loans guaranteed by U.S. government: Non-accrual loans guaranteed $ 9,716 $ 9,862 Past due loans 90 days or more and still accruing interest guaranteed — — Total non-performing loans guaranteed $ 9,716 $ 9,862 Total non-performing loans and leases not guaranteed as a percentage of total loans and leases 0.82 % 0.76 % Total non-accrual loans and leases not guaranteed as a percentage of total loans and leases 0.82 % 0.76 % Total non-performing assets not guaranteed as a percentage of total assets 0.67 % 0.60 % (1) Includes $2.2 million and $2.8 million of non-accrual loan modifications as of December 31, 2025 and 2024, respectively.
The following table presents the major components of our non-interest income for the periods indicated (dollars in thousands): Year ended December 31, 2024 compared to 2023 2023 compared to 2022 2024 2023 2022 $ Change % Change $ Change % Change Fees and service charges on deposits $ 10,214 $ 9,211 $ 8,152 $ 1,003 10.9 % $ 1,059 13.0 % Loan servicing revenue 12,905 13,503 13,479 (598 ) (4.4 )% 24 0.2 % Loan servicing asset revaluation (6,704 ) (5,089 ) (11,743 ) (1,615 ) 31.7 % 6,654 (56.7 )% ATM and interchange fees 4,464 4,462 4,437 2 0.1 % 25 0.6 % Net gains (losses) on sales of securities available-for-sale (699 ) — 50 (699 ) 100.0 % (50 ) (100.0 )% Change in fair value of equity securities, net 1,122 1,071 (603 ) 51 4.8 % 1,674 NM Net gains on sales of loans 24,540 22,805 31,899 1,735 7.6 % (9,094 ) (28.5 )% Wealth management and trust income 4,310 4,158 3,807 152 3.7 % 351 9.2 % Other non-interest income 8,699 6,194 7,836 2,505 40.5 % (1,642 ) (21.0 )% Total non-interest income $ 58,851 $ 56,315 $ 57,314 $ 2,536 4.5 % $ (999 ) (1.7 )% NM - Not meaningful Fees and service charges on deposits represent amounts charged to customers for banking services, such as fees on deposit accounts, and include, but are not limited to, maintenance fees, insufficient fund fees, overdraft protection fees, wire transfer fees, treasury management fees, and other charges.
The following table presents the major components of our non-interest income for the periods indicated (dollars in thousands): Year ended December 31, 2025 compared to 2024 2024 compared to 2023 2025 2024 2023 $ Change % Change $ Change % Change Fees and service charges on deposits $ 10,876 $ 10,214 $ 9,211 $ 662 6.5 % $ 1,003 10.9 % Loan servicing revenue 12,261 12,905 13,503 (644 ) (5.0 )% (598 ) (4.4 )% Loan servicing asset revaluation (5,602 ) (6,704 ) (5,089 ) 1,102 (16.4 )% (1,615 ) 31.7 % ATM and interchange fees 4,083 4,464 4,462 (381 ) (8.5 )% 2 0.1 % Net losses on sales of securities available-for-sale (21 ) (699 ) — 678 (97.1 )% (699 ) 100.0 % Change in fair value of equity securities, net 795 1,122 1,071 (327 ) (29.1 )% 51 4.8 % Net gains on sales of loans 22,719 24,540 22,805 (1,821 ) (7.4 )% 1,735 7.6 % Wealth management and trust income 4,846 4,310 4,158 536 12.4 % 152 3.7 % Other non-interest income 10,968 8,699 6,194 2,269 26.1 % 2,505 40.5 % Total non-interest income $ 60,925 $ 58,851 $ 56,315 $ 2,074 3.5 % $ 2,536 4.5 % NM - Not meaningful Fees and service charges on deposits represent amounts charged to customers for banking services, such as fees on deposit accounts, and include, but are not limited to, maintenance fees, insufficient fund fees, overdraft protection fees, wire transfer fees, treasury management fees, and other charges.
Total deposits at December 31, 2024 were $7.5 billion, representing an increase of $281.6 million, or 3.9%, compared to $7.2 billion at December 31, 2023. Non-interest-bearing deposits were $1.8 billion, or 23.5% of total deposits, at December 31, 2024, a decrease of $149.8 million, or 7.9%, compared to $1.9 billion at December 31, 2023, or 26.6% of total deposits.
Total deposits at December 31, 2025 were $7.6 billion, representing an increase of $188.8 million, or 2.5%, compared to $7.5 billion at December 31, 2024. Non-interest-bearing deposits were $1.8 billion, or 23.8% of total deposits, at December 31, 2025, an increase of $62.8 million, or 3.6%, compared to $1.8 billion at December 31, 2024, or 23.5% of total deposits.
Interest expense on borrowings for the year ended December 31, 2024 was $25.5 million compared to $27.4 million for the year ended December 31, 2023, a decrease of $1.9 million, or 6.9%. This decrease was driven mainly by a decrease in rates paid on other borrowings and lower average balances of such borrowings.
Interest expense on borrowings for the year ended December 31, 2025 was $19.2 million compared to $25.5 million for the year ended December 31, 2024, a decrease of $6.4 million, or 24.9%. This decrease was driven mainly by lower rates paid on other borrowings.
As of December 31, 2023, Byline Bank had open advances from the FHLB of $325.0 million and open letters of credit of $19.7 million, providing available aggregate borrowing capacity of $1.6 billion. In addition, Byline Bank had an uncommitted federal funds line available of $135.0 million at December 31, 2023.
As of December 31, 2024, Byline Bank had open advances from the FHLB of $575.0 million and open letters of credit of $11.5 million, providing available aggregate borrowing capacity of $1.1 billion. In addition, Byline Bank had uncommitted federal funds line available of $127.5 million at December 31, 2024.
The increase in net income was attributable to a $17.4 million increase in net interest income, a $4.6 million decrease in provision for credit losses, and a $2.5 million increase in non-interest income, offset by a $9.2 million increase in non-interest expense, and a $2.5 million increase in provision for income taxes.
The increase in net income was attributable to a $37.3 million increase in net interest income, and a $2.1 million increase in non-interest income, offset by a $18.1 million increase in non-interest expense, a $9.1 million increase in provision for credit losses, and a $2.9 million increase in provision for income taxes.
At December 31, 2023, commercial real estate loans totaled $2.3 billion and comprised 65.0% of real estate loans and 34.7% of the total loan and lease portfolio.
At December 31, 2024, commercial real estate loans totaled $2.4 billion and comprised 66.0% of real estate loans and 34.1% of the total loan and lease portfolio.
Because the derivative assets and liabilities recorded on the balance sheet at December 31, 2024 do not represent the amounts that may ultimately be paid under these contracts, these assets and liabilities are listed in the table below (dollars in thousands): December 31, 2024 Fair Value Notional Asset Liability Interest rate swaps designated as cash flow hedges $ 650,000 $ 26,529 $ (52 ) Other interest rate derivatives 851,742 17,865 (17,721 ) Other credit derivatives 17,146 7 (12 ) 61 Table of Contents
Because the derivative assets and liabilities recorded on the balance sheet at December 31, 2025 do not represent the amounts that may ultimately be paid under these contracts, these assets and liabilities are listed in the table below (dollars in thousands): December 31, 2025 Fair Value Notional Asset Liability Interest rate swaps designated as cash flow hedges $ 650,000 $ 14,053 $ — Interest rate swaps designated as fair value hedges 100,000 — (61 ) Other interest rate derivatives 938,004 13,470 (13,569 ) Other credit derivatives 15,491 7 (12 ) 62 Table of Contents
As of December 31, 2024, Byline Bank had maximum borrowing capacity from the FHLB of $3.3 billion and $792.3 million from the FRB. As of December 31, 2024, Byline Bank had open advances from the FHLB of $575.0 million and open letters of credit of $11.5 million, providing available aggregate borrowing capacity of $1.1 billion.
As of December 31, 2025, Byline Bank had maximum borrowing capacity from the FHLB of $3.4 billion and $787.2 million from the FRB. As of December 31, 2025, Byline Bank had open advances from the FHLB of $340.0 million and open letters of credit of $9.3 million, providing available aggregate borrowing capacity of $1.4 billion.
We reported consolidated net income of $120.8 million for the year ended December 31, 2024, compared to net income of $107.9 million for the year ended December 31, 2023, an increase of $12.9 million, or 11.9%.
We reported consolidated net income of $130.1 million for the year ended December 31, 2025, compared to net income of $120.8 million for the year ended December 31, 2024, an increase of $9.3 million, or 7.7%.
Total non-taxable securities classified as obligations of states, municipalities and political subdivisions were $53.5 million at December 31, 2024, a decrease of $2.2 million from December 31, 2023.
Total non-taxable securities classified as obligations of states, municipalities and political subdivisions were $39.0 million at December 31, 2025, a decrease of $14.6 million from December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Our risk management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis, non-interest-bearing and interest-bearing demand deposit lives based on historical analysis and the targeted investment term of capital.
Our risk management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis, non-interest-bearing and interest-bearing demand deposit rates and lives based on historical analysis and the targeted investment term of capital.
Modifications for financial difficulty —Modified loans and leases are reviewed to determine if the modification was done for borrowers experiencing financial difficulty. The concessions may be granted in various forms, including a reduction in the stated interest rate, reduction in the loan balance or accrued interest, extension of the maturity date, or a combination of these.
Modifications for financial difficulty —Modified loans and leases are reviewed to determine if the modification was done for borrowers experiencing financial difficulty. Concessions may be granted in various forms, including a reduction in the stated interest rate, reduction in the loan balance or accrued interest, extension of the maturity date, or a combination of these.
("Inland") and its subsidiaries pursuant to an Agreement and Plan of Merger, dated as of November 30, 2022 (the "Merger Agreement"). Inland was merged with and into Byline. As a result of the merger, Inland’s wholly-owned subsidiary bank, Inland Bank and Trust, was merged with and into Byline Bank, with Byline Bank as the surviving bank.
("Inland") and its subsidiaries pursuant to an Agreement and Plan of Merger, dated as of November 30, 2022. Inland was merged with and into Byline. As a result of the merger, Inland’s wholly-owned subsidiary bank, Inland Bank and Trust, was merged with and into Byline Bank, with Byline Bank as the surviving bank.
Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Equity and other securities —The Company utilizes the same fair value measurement methodology for equity and other securities as detailed in the securities available-sale portfolio above.
Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Equity and other securities —The Company utilizes the same fair value measurement methodology for equity and other securities as detailed in the securities available-for-sale portfolio above.
The Bank’s maximum borrowing capacity is limited to 35 % of total assets. Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. The Company pledges securities as collateral for the repurchase agreements. Refer to Note 4—Securities for additional discussion.
The Bank’s maximum borrowing capacity is limited to 35 % of total assets. Securities sold under agreements to repurchase represent a demand product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. The Company pledges securities as collateral for the repurchase agreements. Refer to Note 4—Securities for additional discussion.
Actual results could differ from those estimates. Estimates that are particularly susceptible to significant changes in the near term relate to allowance for credit losses, fair value measurements for assets and liabilities, the valuation of assets and liabilities acquired in business combinations, and other intangible assets and goodwill.
Estimates that are susceptible to significant changes in the near term relate to allowance for credit losses, fair value measurements for assets and liabilities, the valuation of assets and liabilities acquired in business combinations, and other intangible assets and goodwill. Actual results could differ from those estimates.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 5—Loans and Lease Receivables and Allowance for Credit Losses (continued) The following tables summarize contractual delinquency information of the loans and leases considered for inclusion in the allowance for credit losses - loans and leases calculation at December 31, 2024 and December 31, 2023: December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Total Loans Commercial Real Estate Current $ 323,240 $ 259,084 $ 435,352 $ 504,816 $ 251,522 $ 528,332 $ 13,741 $ 2,316,087 30-59 Days Past Due — 560 — 421 278 4,044 — 5,303 60-89 Days Past Due — — — 90 316 5,607 — 6,013 Greater than 90 Accruing — — — — — — — — Non-accrual — 827 2,977 4,383 2,005 16,822 — 27,014 Total Past Due — 1,387 2,977 4,894 2,599 26,473 — 38,330 Total $ 323,240 $ 260,471 $ 438,329 $ 509,710 $ 254,121 $ 554,805 $ 13,741 $ 2,354,417 Residential Real Estate Current $ 42,468 $ 71,770 $ 138,794 $ 116,874 $ 63,524 $ 227,682 $ 60,331 $ 721,443 30-59 Days Past Due — — 220 — — 1,185 440 1,845 60-89 Days Past Due — — — — — 218 — 218 Greater than 90 Accruing — — — — — — — — Non-accrual — — 27 95 — 1,461 1,013 2,596 Total Past Due — — 247 95 — 2,864 1,453 4,659 Total $ 42,468 $ 71,770 $ 139,041 $ 116,969 $ 63,524 $ 230,546 $ 61,784 $ 726,102 Construction, Land Development, & Other Land Current $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 30-59 Days Past Due — — — — — — — — 60-89 Days Past Due — — — — — — — — Greater than 90 Accruing — — — — — — — — Non-accrual — — — — — — — — Total Past Due — — — — — — — — Total $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 Commercial & Industrial Current $ 400,574 $ 463,578 $ 519,192 $ 290,304 $ 89,163 $ 203,606 $ 609,806 $ 2,576,223 30-59 Days Past Due 142 1,547 2,102 8 294 2,846 150 7,089 60-89 Days Past Due — 317 1,715 25 705 871 400 4,033 Greater than 90 Accruing — — — — — — — — Non-accrual 777 5,080 10,409 5,357 829 4,881 2,455 29,788 Total Past Due 919 6,944 14,226 5,390 1,828 8,598 3,005 40,910 Total $ 401,493 $ 470,522 $ 533,418 $ 295,694 $ 90,991 $ 212,204 $ 612,811 $ 2,617,133 Installment and Other Current $ 723 $ 294 $ 76 $ 33 $ 1 $ 368 $ 2,442 $ 3,937 30-59 Days Past Due — — — — — — — — 60-89 Days Past Due — 4 — — — — — 4 Greater than 90 Accruing — — — — — — — — Non-accrual — — — 23 — — 2 25 Total Past Due — 4 — 23 — — 2 29 Total $ 723 $ 298 $ 76 $ 56 $ 1 $ 368 $ 2,444 $ 3,966 Lease Financing Receivables Current $ 277,222 $ 234,755 $ 129,539 $ 49,009 $ 11,915 $ 217 $ — $ 702,657 30-59 Days Past Due 2,890 1,803 795 470 53 — — 6,011 60-89 Days Past Due 1,414 1,839 584 717 59 1 — 4,614 Greater than 90 Accruing — — — — — — — — Non-accrual 66 598 1,211 765 13 — — 2,653 Total Past Due 4,370 4,240 2,590 1,952 125 1 — 13,278 Total $ 281,592 $ 238,995 $ 132,129 $ 50,961 $ 12,040 $ 218 $ — $ 715,935 Total Loans and Leases Current $ 1,105,872 $ 1,177,740 $ 1,362,315 $ 1,072,639 $ 438,313 $ 966,072 $ 686,665 $ 6,809,616 30-59 Days Past Due 3,032 3,910 3,117 899 625 8,075 590 20,248 60-89 Days Past Due 1,414 2,160 2,299 832 1,080 6,697 400 14,882 Greater than 90 Accruing — — — — — — — — Non-accrual 843 6,505 14,624 10,623 2,847 23,164 3,470 62,076 Total Past Due 5,289 12,575 20,040 12,354 4,552 37,936 4,460 97,206 Total $ 1,111,161 $ 1,190,315 $ 1,382,355 $ 1,084,993 $ 442,865 $ 1,004,008 $ 691,125 $ 6,906,822 94 Table of Contents BYLINE BANCORP, INC.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 5—Loans and Lease Receivables and Allowance for Credit Losses (continued) December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Total Loans Commercial Real Estate Current $ 323,240 $ 259,084 $ 435,352 $ 504,816 $ 251,522 $ 528,332 $ 13,741 $ 2,316,087 30-59 Days Past Due — 560 — 421 278 4,044 — 5,303 60-89 Days Past Due — — — 90 316 5,607 — 6,013 Greater than 90 Accruing — — — — — — — — Non-accrual — 827 2,977 4,383 2,005 16,822 — 27,014 Total Past Due — 1,387 2,977 4,894 2,599 26,473 — 38,330 Total $ 323,240 $ 260,471 $ 438,329 $ 509,710 $ 254,121 $ 554,805 $ 13,741 $ 2,354,417 Residential Real Estate Current $ 42,468 $ 71,770 $ 138,794 $ 116,874 $ 63,524 $ 227,682 $ 60,331 $ 721,443 30-59 Days Past Due — — 220 — — 1,185 440 1,845 60-89 Days Past Due — — — — — 218 — 218 Greater than 90 Accruing — — — — — — — — Non-accrual — — 27 95 — 1,461 1,013 2,596 Total Past Due — — 247 95 — 2,864 1,453 4,659 Total $ 42,468 $ 71,770 $ 139,041 $ 116,969 $ 63,524 $ 230,546 $ 61,784 $ 726,102 Construction, Land Development, & Other Land Current $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 30-59 Days Past Due — — — — — — — — 60-89 Days Past Due — — — — — — — — Greater than 90 Accruing — — — — — — — — Non-accrual — — — — — — — — Total Past Due — — — — — — — — Total $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 Commercial & Industrial Current $ 400,574 $ 463,578 $ 519,192 $ 290,304 $ 89,163 $ 203,606 $ 609,806 $ 2,576,223 30-59 Days Past Due 142 1,547 2,102 8 294 2,846 150 7,089 60-89 Days Past Due — 317 1,715 25 705 871 400 4,033 Greater than 90 Accruing — — — — — — — — Non-accrual 777 5,080 10,409 5,357 829 4,881 2,455 29,788 Total Past Due 919 6,944 14,226 5,390 1,828 8,598 3,005 40,910 Total $ 401,493 $ 470,522 $ 533,418 $ 295,694 $ 90,991 $ 212,204 $ 612,811 $ 2,617,133 Installment and Other Current $ 723 $ 294 $ 76 $ 33 $ 1 $ 368 $ 2,442 $ 3,937 30-59 Days Past Due — — — — — — — — 60-89 Days Past Due — 4 — — — — — 4 Greater than 90 Accruing — — — — — — — — Non-accrual — — — 23 — — 2 25 Total Past Due — 4 — 23 — — 2 29 Total $ 723 $ 298 $ 76 $ 56 $ 1 $ 368 $ 2,444 $ 3,966 Lease Financing Receivables Current $ 277,222 $ 234,755 $ 129,539 $ 49,009 $ 11,915 $ 217 $ — $ 702,657 30-59 Days Past Due 2,890 1,803 795 470 53 — — 6,011 60-89 Days Past Due 1,414 1,839 584 717 59 1 — 4,614 Greater than 90 Accruing — — — — — — — — Non-accrual 66 598 1,211 765 13 — — 2,653 Total Past Due 4,370 4,240 2,590 1,952 125 1 — 13,278 Total $ 281,592 $ 238,995 $ 132,129 $ 50,961 $ 12,040 $ 218 $ — $ 715,935 Total Loans and Leases Current $ 1,105,872 $ 1,177,740 $ 1,362,315 $ 1,072,639 $ 438,313 $ 966,072 $ 686,665 $ 6,809,616 30-59 Days Past Due 3,032 3,910 3,117 899 625 8,075 590 20,248 60-89 Days Past Due 1,414 2,160 2,299 832 1,080 6,697 400 14,882 Greater than 90 Accruing — — — — — — — — Non-accrual 843 6,505 14,624 10,623 2,847 23,164 3,470 62,076 Total Past Due 5,289 12,575 20,040 12,354 4,552 37,936 4,460 97,206 Total $ 1,111,161 $ 1,190,315 $ 1,382,355 $ 1,084,993 $ 442,865 $ 1,004,008 $ 691,125 $ 6,906,822 94 Table of Contents BYLINE BANCORP, INC.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 5—Loans and Lease Receivables and Allowance for Credit Losses (continued) December 31, 2024 Term loans amortized cost by origination year Revolving Total 2024 2023 2022 2021 2020 Prior Loans Loans Commercial Real Estate Pass $ 317,250 $ 216,761 $ 412,057 $ 456,671 $ 216,103 $ 427,163 $ 13,741 $ 2,059,746 Watch 5,865 36,337 18,184 37,623 32,658 73,394 — 204,061 Special Mention 125 6,546 3,841 6,040 2,531 24,580 — 43,663 Substandard — 827 4,247 9,376 2,829 29,668 — 46,947 Total $ 323,240 $ 260,471 $ 438,329 $ 509,710 $ 254,121 $ 554,805 $ 13,741 $ 2,354,417 Gross charge-offs, year ended December 31, 2024 $ — $ 1,425 $ 598 $ 282 $ 717 $ 2,660 $ — $ 5,682 Residential Real Estate Pass $ 42,468 $ 70,603 $ 123,124 $ 116,874 $ 47,982 $ 219,558 $ 59,323 $ 679,932 Watch — 592 15,890 — 14,005 9,395 1,448 41,330 Special Mention — — — — 1,351 — — 1,351 Substandard — 575 27 95 186 1,593 1,013 3,489 Total $ 42,468 $ 71,770 $ 139,041 $ 116,969 $ 63,524 $ 230,546 $ 61,784 $ 726,102 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Construction, Land Development, & Other Land Pass $ 61,645 $ 143,414 $ 104,421 $ 87,816 $ 22,188 $ 2,800 $ 345 $ 422,629 Watch — 2,279 33,871 13,418 — 3,067 — 52,635 Special Mention — 2,566 1,070 10,369 — — — 14,005 Substandard — — — — — — — — Total $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Commercial & Industrial Pass $ 399,247 $ 403,346 $ 463,495 $ 235,788 $ 83,485 $ 167,959 $ 512,779 $ 2,266,099 Watch 1,326 60,040 35,588 31,619 1,991 19,758 63,114 213,436 Special Mention — 1,298 8,100 21,605 2,951 11,797 30,515 76,266 Substandard 920 5,838 26,235 6,682 2,564 12,690 6,403 61,332 Total $ 401,493 $ 470,522 $ 533,418 $ 295,694 $ 90,991 $ 212,204 $ 612,811 $ 2,617,133 Gross charge-offs, year ended December 31, 2024 $ 184 $ 4,695 $ 5,917 $ 2,664 $ 1,754 $ 12,919 $ — $ 28,133 Installment and Other Pass $ 723 $ 298 $ 76 $ 33 $ 1 $ 368 $ 2,438 $ 3,937 Watch — — — — — — 4 4 Special Mention — — — — — — — — Substandard — — — 23 — — 2 25 Total $ 723 $ 298 $ 76 $ 56 $ 1 $ 368 $ 2,444 $ 3,966 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ 1 $ — $ 1 Lease Financing Receivables Pass $ 281,246 $ 237,739 $ 130,877 $ 50,196 $ 11,905 $ 218 $ — $ 712,181 Watch 280 658 41 — 6 — — 985 Special Mention — — — — 116 — — 116 Substandard 66 598 1,211 765 13 — — 2,653 Total $ 281,592 $ 238,995 $ 132,129 $ 50,961 $ 12,040 $ 218 $ — $ 715,935 Gross charge-offs, year ended December 31, 2024 $ — $ 863 $ 799 $ 649 $ 190 $ 34 $ — $ 2,535 Total Loans and Leases Pass $ 1,102,579 $ 1,072,161 $ 1,234,050 $ 947,378 $ 381,664 $ 818,066 $ 588,626 $ 6,144,524 Watch 7,471 99,906 103,574 82,660 48,660 105,614 64,566 512,451 Special Mention 125 10,410 13,011 38,014 6,949 36,377 30,515 135,401 Substandard 986 7,838 31,720 16,941 5,592 43,951 7,418 114,446 Total $ 1,111,161 $ 1,190,315 $ 1,382,355 $ 1,084,993 $ 442,865 $ 1,004,008 $ 691,125 $ 6,906,822 Gross charge-offs, year ended December 31, 2024 $ 184 $ 6,983 $ 7,314 $ 3,595 $ 2,661 $ 15,614 $ — $ 36,351 92 Table of Contents BYLINE BANCORP, INC.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 5—Loans and Lease Receivables and Allowance for Credit Losses (continued) December 31, 2024 Term loans amortized cost by origination year Revolving Total 2024 2023 2022 2021 2020 Prior Loans Loans Commercial Real Estate Pass $ 317,250 $ 216,761 $ 412,057 $ 456,671 $ 216,103 $ 427,163 $ 13,741 $ 2,059,746 Watch 5,865 36,337 18,184 37,623 32,658 73,394 — 204,061 Special Mention 125 6,546 3,841 6,040 2,531 24,580 — 43,663 Substandard — 827 4,247 9,376 2,829 29,668 — 46,947 Total $ 323,240 $ 260,471 $ 438,329 $ 509,710 $ 254,121 $ 554,805 $ 13,741 $ 2,354,417 Gross charge-offs, year ended December 31, 2024 $ — $ 1,425 $ 598 $ 282 $ 717 $ 2,660 $ — $ 5,682 Residential Real Estate Pass $ 42,468 $ 70,603 $ 123,124 $ 116,874 $ 47,982 $ 219,558 $ 59,323 $ 679,932 Watch — 592 15,890 — 14,005 9,395 1,448 41,330 Special Mention — — — — 1,351 — — 1,351 Substandard — 575 27 95 186 1,593 1,013 3,489 Total $ 42,468 $ 71,770 $ 139,041 $ 116,969 $ 63,524 $ 230,546 $ 61,784 $ 726,102 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Construction, Land Development, & Other Land Pass $ 61,645 $ 143,414 $ 104,421 $ 87,816 $ 22,188 $ 2,800 $ 345 $ 422,629 Watch — 2,279 33,871 13,418 — 3,067 — 52,635 Special Mention — 2,566 1,070 10,369 — — — 14,005 Substandard — — — — — — — — Total $ 61,645 $ 148,259 $ 139,362 $ 111,603 $ 22,188 $ 5,867 $ 345 $ 489,269 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Commercial & Industrial Pass $ 399,247 $ 403,346 $ 463,495 $ 235,788 $ 83,485 $ 167,959 $ 512,779 $ 2,266,099 Watch 1,326 60,040 35,588 31,619 1,991 19,758 63,114 213,436 Special Mention — 1,298 8,100 21,605 2,951 11,797 30,515 76,266 Substandard 920 5,838 26,235 6,682 2,564 12,690 6,403 61,332 Total $ 401,493 $ 470,522 $ 533,418 $ 295,694 $ 90,991 $ 212,204 $ 612,811 $ 2,617,133 Gross charge-offs, year ended December 31, 2024 $ 184 $ 4,695 $ 5,917 $ 2,664 $ 1,754 $ 12,919 $ — $ 28,133 Installment and Other Pass $ 723 $ 298 $ 76 $ 33 $ 1 $ 368 $ 2,438 $ 3,937 Watch — — — — — — 4 4 Special Mention — — — — — — — — Substandard — — — 23 — — 2 25 Total $ 723 $ 298 $ 76 $ 56 $ 1 $ 368 $ 2,444 $ 3,966 Gross charge-offs, year ended December 31, 2024 $ — $ — $ — $ — $ — $ 1 $ — $ 1 Lease Financing Receivables Pass $ 281,246 $ 237,739 $ 130,877 $ 50,196 $ 11,905 $ 218 $ — $ 712,181 Watch 280 658 41 — 6 — — 985 Special Mention — — — — 116 — — 116 Substandard 66 598 1,211 765 13 — — 2,653 Total $ 281,592 $ 238,995 $ 132,129 $ 50,961 $ 12,040 $ 218 $ — $ 715,935 Gross charge-offs, year ended December 31, 2024 $ — $ 863 $ 799 $ 649 $ 190 $ 34 $ — $ 2,535 Total Loans and Leases Pass $ 1,102,579 $ 1,072,161 $ 1,234,050 $ 947,378 $ 381,664 $ 818,066 $ 588,626 $ 6,144,524 Watch 7,471 99,906 103,574 82,660 48,660 105,614 64,566 512,451 Special Mention 125 10,410 13,011 38,014 6,949 36,377 30,515 135,401 Substandard 986 7,838 31,720 16,941 5,592 43,951 7,418 114,446 Total $ 1,111,161 $ 1,190,315 $ 1,382,355 $ 1,084,993 $ 442,865 $ 1,004,008 $ 691,125 $ 6,906,822 Gross charge-offs, year ended December 31, 2024 $ 184 $ 6,983 $ 7,314 $ 3,595 $ 2,661 $ 15,614 $ — $ 36,351 For the years ended December 31, 2025 and 2024, there were no loans or leases which were risk rated Doubtful or Loss. 92 Table of Contents BYLINE BANCORP, INC.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 4—Securities (continued) Gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2024 and 2023 are summarized as follows: Less than 12 Months 12 Months or Longer Total 2024 # of Securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Available-for-sale U.S.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 4—Securities (continued) Gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2025 and 2024 are summarized as follows: Less than 12 Months 12 Months or Longer Total 2025 # of Securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Available-for-sale U.S.
We manage the interest rate risk associated with our interest-bearing liabilities by managing the interest rates and tenors associated with our borrowings from the FHLB, our other borrowings, and deposits from our customers that we rely on for funding.
We manage the interest rate risk associated with our interest-bearing liabilities by managing the interest rates and tenors associated with our borrowings from the FHLB, our other borrowings, interest rate swaps, and deposits from our customers that we rely on for funding.
Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes are not readily accessible or available, alternative approaches are utilized, such as matrix or model pricing. Restricted stock —The fair value has been determined to approximate cost.
Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes were not readily accessible or available, alternative approaches were utilized, such as matrix or model pricing. Restricted stock —The fair value has been determined to approximate cost.
The results of the simulations are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted, including: the timing, magnitude, and frequency of interest rate changes, changes in market conditions, depositor behavior changes, and management strategies. 63 Table of Contents Ite m 8. Financial Statements and Supplementary Data. BYLINE BANCORP, INC.
The results of the simulations are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted, including: the timing, magnitude, and frequency of interest rate changes, changes in market conditions, depositor behavior changes, and management strategies. 64 Table of Contents Ite m 8. Financial Statements and Supplementary Data. BYLINE BANCORP, INC.
Government and its agencies, in an amount greater than 10 % of stockholders’ equity. At December 31, 2024, the amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
Government and its agencies, in an amount greater than 10 % of stockholders’ equity. At December 31, 2025, the amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2022. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions.
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2024. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
During the year ended December 31, 2024, the Company recorded $ 258,000 of impairment related to one branch facility, which was damaged due to fire. There was no impact on the Consolidated Statements of Operations as a result of insurance proceeds received. During the years ended December 31, 2023 and 2022, there were no impairment charges on premises and equipment.
During the year ended December 31, 2024, the Company recorded $ 258,000 of impairment related to one branch facility, which was damaged due to fire. There was no impact on the Consolidated Statements of Operations as a result of insurance proceeds received. During the years ended December 31, 2025 and 2023 there were no impairment charges on premises and equipment.
The Company acquired single‑issuer trust preferred securities which are categorized as Level 3 of the fair value hierarchy. These securities are classified as equity securities consistent with accounting guidance. The Company did no t have any transfers to or from Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2024 and 2023.
The Company acquired single‑issuer trust preferred securities which are categorized as Level 3 of the fair value hierarchy. These securities are classified as equity securities consistent with accounting guidance. The Company did no t have any transfers to or from Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2025 and 2024.
The credit risk related to the other credit derivatives assumed by the Company is managed through the Company’s loan underwriting process. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain customer foreign currency transactions. These transactions were not material to the consolidated financial statements as of December 31, 2024 and 2023.
The credit risk related to the other credit derivatives assumed by the Company is managed through the Company’s loan underwriting process. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain customer foreign currency transactions. These transactions were not material to the consolidated financial statements as of December 31, 2025 and 2024.
We believe that our audits provide a reasonable basis for our opinions. 65 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
We believe that our audits provide a reasonable basis for our opinions. 66 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our EVE simulation model incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results such as: (1) asset prepayment speed assumptions, (2) deposit decay rate assumptions, (3) predefined credit spreads for both investment securities and loans (4) re-pricing characteristics for market-rate-sensitive instruments on and off balance sheet, (5) amortization schedule, and (6) discount rates associated with the products on balance sheet. 62 Table of Contents Potential changes to our net interest income and economic value of equity in hypothetical rising and declining interest rate scenarios calculated as of December 31, 2024 are presented below.
Our EVE simulation model incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results such as: (1) asset prepayment speed assumptions, (2) deposit decay rate assumptions, (3) predefined credit spreads for both investment securities and loans (4) re-pricing characteristics for market-rate-sensitive instruments on and off balance sheet, (5) amortization schedule, and (6) discount rates associated with the products on balance sheet. 63 Table of Contents Potential changes to our net interest income and economic value of equity in hypothetical rising and declining interest rate scenarios calculated as of December 31, 2025 are presented below.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 10—Goodwill, Core Deposit Intangible and Other Intangible Assets The Company’s annual goodwill test was performed as of November 30, 2024. The Company determined that no impairment existed as of that date.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 10—Goodwill, Core Deposit Intangible and Other Intangible Assets The Company’s annual goodwill test was performed as of November 30, 2025. The Company determined that no impairment existed as of that date.
Debt s ecurities —Debt securities are classified as available‑for‑sale if the instrument may be sold in response to such factors including changes in market interest rates and related changes in prepayment risk, needs for liquidity, changes in the availability of and the yield on alternative instruments, and changes in funding sources and terms.
Debt securities —Debt securities are classified as available‑for‑sale if the instrument may be sold in response to such factors including changes in market interest rates and related changes in prepayment risk, needs for liquidity, changes in the availability of and the yield on alternative instruments, and changes in funding sources and terms.
Refer to Note 14—Subordinated Notes and Junior Subordinated Debentures, for additional discussion. Dollars within footnote tables disclosed within the consolidated financial statements are presented in thousands, except share and per share data. Operating results include the years ended December 31, 2024, 2023, and 2022 .
Refer to Note 14—Subordinated Notes and Junior Subordinated Debentures, for additional discussion. Dollars within footnote tables disclosed within the consolidated financial statements are presented in thousands, except share and per share data. Operating results include the years ended December 31, 2025, 2024, and 2023 .
A deferred tax valuation allowance is established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some of the deferred tax asset will not be realized. At December 31, 2024 and 2023, the Company did not record a deferred tax valuation allowance.
A deferred tax valuation allowance is established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some of the deferred tax asset will not be realized. At December 31, 2025 and 2024, the Company did not record a deferred tax valuation allowance.
As of December 31, 2024 and 2023 , there were no outstanding advances under the FRB discount window lin e. The Company pledges loans and leases as collateral for the FRB discount window borrowing. Refer to Note 5—Loan and Lease Receivables and Allowance for Credit Losses for additional discussion.
As of December 31, 2025 and 2024 , there were no outstanding advances under the FRB discount window lin e. The Company pledges loans and leases as collateral for the FRB discount window borrowing. Refer to Note 5—Loan and Lease Receivables and Allowance for Credit Losses for additional discussion.
The reduction applied by the Company is one notch lower (i.e., a "AA" rating for a comparable bond would be reduced to "AA-" for the Company’s valuation). In 2024 and 2023, all of the ratings derived by the Company were "BBB-" or better with and without comparable bond proxies.
The reduction applied by the Company is one notch lower (i.e., a "AA" rating for a comparable bond would be reduced to "AA-" for the Company’s valuation). In 2025 and 2024, all of the ratings derived by the Company were "BBB-" or better with and without comparable bond proxies.
Loan and lease receivables, net —For certain variable rate loans that reprice frequently and with no significant changes in credit risk, fair value is estimated at carrying value. The fair value of other types of loans is estimated using an exit price notion for 2024 and 2023 values.
Loan and lease receivables, net —For certain variable rate loans that reprice frequently and with no significant changes in credit risk, fair value is estimated at carrying value. The fair value of other types of loans is estimated using an exit price notion for 2025 and 2024 values.
There was no recorded allowance for credit losses on securities as of December 31, 2024 or 2023 . Changes in the allowance for credit losses would be recorded as a provision for credit losses. Losses would be charged against the allowance when management believes the security is uncollectible or management intends to sell or is required to sell the security.
There was no recorded allowance for credit losses on securities as of December 31, 2025 or 2024 . Changes in the allowance for credit losses would be recorded as a provision for credit losses. Losses would be charged against the allowance when management believes the security is uncollectible or management intends to sell or is required to sell the security.
From time to time, non-recurring fair value adjustments to other real estate owned are recorded to reflect partial write-downs based on an observable market price or current appraised value of property. 113 Table of Contents BYLINE BANCORP, INC.
From time to time, non-recurring fair value adjustments to other real estate owned are recorded to reflect partial write-downs based on an observable market price or current appraised value of property. 110 Table of Contents BYLINE BANCORP, INC.
We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Bank originates commercial, commercial real estate and consumer loans and leases, U.S. government guaranteed loans, and receives deposits from customers located primarily in the Chicago, Illinois metropolitan area. The Bank operates 45 Chicago metropolitan area and one Wauwatosa, Wisconsin, banking offices.
The Bank originates commercial, commercial real estate and consumer loans and leases, U.S. government guaranteed loans, and receives deposits from customers located primarily in the Chicago, Illinois metropolitan area. The Bank operates 44 Chicago metropolitan area and one Wauwatosa, Wisconsin, banking offices.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
The reserve on collectively evaluated loans and leases incorporates loan risk ratings as a significant input. Risk ratings are applied to individual credits and the determination requires judgment based on a variety of factors, some of which are subjective.
The quantitative reserve on collectively evaluated loans incorporates loan risk ratings as a significant input. Risk ratings are applied to individual credits and the determination requires judgment based on a variety of factors, some of which are subjective.
The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements. 82 Table of Contents BYLINE BANCORP, INC.
The Company is evaluating the accounting and disclosure requirements o f this update and does not expect them to have a material effect on the consolidated financial statements. 82 Table of Contents BYLINE BANCORP, INC.
The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows, using rates currently offered for deposits of similar remaining maturities. 114 Table of Contents BYLINE BANCORP, INC.
The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows, using rates currently offered for deposits of similar remaining maturities. 111 Table of Contents BYLINE BANCORP, INC.
Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.
Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Effectiveness of Internal Control over Financial Reporting.
There were no profit sharing contributions to the Plan for the years ended December 31, 2024, 2023, or 2022. The net assets of the Plan are not included in the Consolidated Statements of Financial Condition.
There were no profit sharing contributions to the Plan for the years ended December 31, 2025, 2024, or 2023. The net assets of the Plan are not included in the Consolidated Statements of Financial Condition.
The Company has a concentration in commercial real estate loans and the ability of borrowers to honor these and other contracts is dependent upon the real estate and general economic conditions within their geographic market. Transfers of financial assets —Transfers of financial assets are accounted for as sales when control over the assets has been relinquished.
The Company has a concentration in commercial real estate loans and the ability of borrowers to honor these and other contracts is dependent upon the real estate and general economic condition s within their geographic market. Transfers of financial assets —Transfers of financial assets are accounted for as sales when control over the assets has been relinquished.
In addition to the above required lease payments, the Company has contractual obligations related primarily to information technology contracts and other maintenance contracts. 104 Table of Contents BYLINE BANCORP, INC.
In addition to the above required lease payments, the Company has contractual obligations related primarily to information technology contracts and other maintenance contracts. 101 Table of Contents BYLINE BANCORP, INC.
Loan servicing asset revaluation, which represents the changes in fair value of servicing assets, totaled downward valuations of $ 6.7 million, $ 5.1 million, and $ 11.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. Changes in the fair value of the loan servicing asset are reported on the Consolidated Statements of Operations.
Loan servicing asset revaluation, which represents the changes in fair value of servicing assets, totaled downward valuations of $ 5.6 million, $ 6.7 million, and $ 5.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. Changes in the fair value of the loan servicing asset are reported on the Consolidated Statements of Operations.
The fair value of restricted shares that vested during the years ended December 31, 2024, 2023, and 2022 were $ 5.2 m illion, $ 5.7 million and $ 5.9 million, respectively. The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date.
The fair value of restricted shares that vested during the years ended December 31, 2025, 2024, and 2023 were $ 9.6 m illion, $ 5.2 million and $ 5.7 million, respectively. The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date.
There were no non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as of December 31, 2024, 2023 or 2022.
There were no non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as of December 31, 2025, 2024 or 2023.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. 110 Table of Contents BYLINE BANCORP, INC.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. 107 Table of Contents BYLINE BANCORP, INC.
The loans accounted for at amortized cost are carried at the lower of cost or fair value, valued on a loan by loan basis. Decreases in fair value, if any, are recorded as a valuation allowance and charged to earnings.
The loans accounted for at fair value remain at fair value after the determination. The loans accounted for at amortized cost are carried at the lower of cost or fair value, valued on a loan by loan basis. Decreases in fair value, if any, are recorded as a valuation allowance and charged to earnings.
The Company recorded $ 2.3 million, $ 4.8 million, and $ 3.0 million of right-of-use lease assets in exchange for operating lease liabilities for the years ended December 31, 2024, 2023, and 2022, respectively. In 2023, the additions recorded to right-of-use assets and operating lease liabilities included $ 3.8 million related to the acquisition of Inland.
The Company recorded $ 2.2 million, $ 2.3 million, and $ 4.8 million of right-of-use lease assets in exchange for operating lease liabilities for the years ended December 31, 2025, 2024, and 2023, respectively. In 2023, the additions recorded to right-of-use assets and operating lease liabilities included $ 3.8 million related to the acquisition of Inland.
The valuation methodology utilized for the servicing assets begins with generating estimated future cash flows for each servicing asset, based on their unique characteristics and market-based assumptions for prepayment speeds and costs to service. The present value of the future cash flows are then calculated utilizing market-based discount rate assumptions. 111 Table of Contents BYLINE BANCORP, INC.
The valuation methodology utilized for the servicing assets begins with generating estimated future cash flows for each servicing asset, based on their unique characteristics and market-based assumptions for prepayment speeds and costs to service. The present value of the future cash flows is then calculated utilizing market-based discount rate assumptions. 108 Table of Contents BYLINE BANCORP, INC.
On May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the "Amendment") with the lender, which is effective May 26, 2024, and provides for: (1) the renewal of the revolving line-of credit facility of up to $ 15.0 million, and (2) extending its maturity date to May 25, 2025 , subject to the existing Negative Pledge Agreement dated October 11, 2018, as amended.
On May 21, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the "Amendment") with the lender, which is effective May 25, 2025, and provides for: (1) the renewal of the revolving line-of credit facility of up to $ 15.0 million, and (2) extending its maturity date to May 24, 2026 , subject to the existing Negative Pledge Agreement dated October 11, 2018, as amended.
The description of the conversion process is based on, and qualified by, the First Evanston Merger Agreement. 117 Table of Contents BYLINE BANCORP, INC.
The description of the conversion process is based on, and qualified by, the First Evanston Merger Agreement. 114 Table of Contents BYLINE BANCORP, INC.
The following table reflects amounts included in non-interest income in the Consolidated Statements of Operations relating to derivative instruments that are not designated in a hedging relationship for the years ended December 31, 2024, 2023, and 2022: 2024 2023 2022 Other interest rate derivatives $ ( 42 ) $ ( 174 ) $ 702 Other credit derivatives ( 18 ) - 5 Total $ ( 60 ) $ ( 174 ) $ 707 The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative asset and liabilities on the Consolidated Statements of Financial Condition.
The following table reflects amounts included in non-interest income in the Consolidated Statements of Operations relating to derivative instruments that are not designated in a hedging relationship for the years ended December 31, 2025, 2024, and 2023: 2025 2024 2023 Other interest rate derivatives $ 243 $ ( 42 ) $ ( 174 ) Other credit derivatives — ( 18 ) — Total $ 243 $ ( 60 ) $ ( 174 ) The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative asset and liabilities on the Consolidated Statements of Financial Condition.
Securities held-to-maturity —The Company obtains fair value measurements from an independent pricing service. Management reviews the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S.
Securities held-to-maturity —The Company obtained fair value measurements from an independent pricing service. Management reviewed the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S.
Income Taxes (Topic 740) – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures , to provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
Adopted Accounting Pronouncements Income Taxes – Improvements to Income Tax Disclosures (Topic 740) – In December 2023, the FASB issued ASU 2023-09 to provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
During the years ended December 31, 2024, 2023, and 2022, there were $ 1.3 million, $ 617,000 , and $ 2.0 million of transaction fees, respectively, included in other non-interest income, related to these derivative instruments. These instruments are inherently subject to market risk and credit risk.
During the years ended December 31, 2025, 2024, and 2023, there were $ 2.7 million, $ 1.3 million , and $ 617,000 of transaction fees, respectively, included in other non-interest income, related to these derivative instruments. These instruments are inherently subject to market risk and credit risk.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 16—Commitments and Contingent Liabilities (continued) Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 1.00 % to 15.00 % and maturities up to 2052 .
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 16—Commitments and Contingent Liabilities (continued) Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 2.69 % to 15.00 % and maturities up to 2047 .
Refer to Note 21—Derivative Instruments and Hedging Activities for additional discussion. 108 Table of Contents BYLINE BANCORP, INC.
Refer to Note 21—Derivative Instruments and Hedging Activities for additional discussion. 104 Table of Contents BYLINE BANCORP, INC.
The degree of management judgement and subjectivity involved in determining those specific components of the allowance estimate resulted in an especially high level of auditor judgment, subjectivity, and/or effort in performing audit procedures and evaluating the results of those audit procedures in connection with forming our overall opinion on the consolidated financial statements. 66 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
The degree of management judgement and subjectivity involved in determining those specific components of the allowance estimate resulted in an especially high level of auditor judgment, subjectivity, and/or effort in performing audit procedures and evaluating the results of those audit procedures in connection with forming our overall opinion on the consolidated financial statements. 67 Table of Contents How We Addressed the Matter in Our Audit Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Total expense for the employer contributions made to the Plan wer e $ 3.6 million, $ 3.3 million, and $ 3.0 million during the years ended December 31, 2024, 2023, and 2022, respectively. On June 14, 2017, the Company’s Board of Directors adopted the Byline Bancorp, Inc.
Total expense for the employer contributions made to the Plan wer e $ 3.7 million, $ 3.6 million, and $ 3.3 million during the years ended December 31, 2025, 2024, and 2023, respectively. On June 14, 2017, the Company’s Board of Directors adopted the Byline Bancorp, Inc.
The Company’s held-to-maturity portfolio contains municipal bonds that are typically rated by major rating agencies as ‘Aa’ or better. The Company uses industry historical credit loss information adjusted for current conditions to establish an allowance for credit losses.
The Company’s held-to-maturity portfolio contained municipal bonds that were typically rated by major rating agencies as ‘Aa’ or better. The Company uses industry historical credit loss information adjusted for current conditions to establish an allowance for credit losses.
Variable rate loan commitments have interest rates ranging from 4.00 % to 17.75 % and maturities up to 2053 .
Variable rate loan commitments have interest rates ranging from 4.00 % to 16.75 % and maturities up to 2053 .
Other intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives and are also reviewed periodically for impairment. Amortization of other intangible assets is included in other non‑interest expense. Core deposit intangibles were recognized apart from goodwill based on market valuations.
Other intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives and are also reviewed periodically for impairment. Amortization of other intangible assets is included in other non‑interest expense. Core deposit intangibles were recognized apart from goodwill based on market valuations. Core deposit intangibles are amortized over an approximate ten-year period.
Under these scenarios, a gradual 100 and 200 basis point downward ramp rate shock would decrease NII by 2.1% and 3.9%, respectively, over the next 12 months. Conversely, a gradual 100 and 200 basis point upward ramp rate shock would increase NII by 2.5% and 5.0%, respectively, over the same period.
Under these scenarios, a gradual 100 and 200 basis point downward ramp rate shock would decrease NII by 1.7% and 3.3%, respectively, over the next 12 months. Conversely, a gradual 100 and 200 basis point upward ramp rate shock would increase NII by 2.6% and 5.1%, respectively, over the same period.
These dividends represent the Company’s primary cash flow from operating activities used to service its obligations. For the years ended December 31, 2024 and 2023, the Company received $ 46.0 million and $ 35.0 million, respectively, in cash dividends from Byline Bank.
These dividends represent the Company’s primary cash flow from operating activities used to service its obligations. For the years ended December 31, 2025 and 2024, the Company received $ 70.0 million and $ 46.0 million, respectively, in cash dividends from Byline Bank.
The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. 77 Table of Contents BYLINE BANCORP, INC.
The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 4—Securities The following tables summarize the amortized cost and fair values of securities available-for-sale, securities held-to-maturity and equity and other securities at December 31, 2024 and 2023 and the corresponding amounts of gross unrealized gains and losses: 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale U.S.
AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands, except share and per share data) Note 4—Securities The following tables summarize the amortized cost and fair values of securities available-for-sale, securities held-to-maturity and equity and other securities at December 31, 2025 and 2024 and the corresponding amounts of gross unrealized gains and losses and cumulative basis adjustments for fair value hedges: 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Basis Adjustments Fair Value Available-for-sale U.S.
The transaction resulted in a gain of $ 4.2 million, net of tax, which was the clean value at termination date and began amortizing as a decrease to interest expense on the effective dates. The remaining unamortized balance was $ 2.9 million and $ 3.7 million as of December 31, 2024 and 2023, respectively.
The transaction resulted in a gain of $ 4.2 million, net of tax, which was the clean value at termination date and began amortizing as a decrease to interest expense on the effective dates. The remaining unamortized balance was $ 2.0 million and $ 2.9 million as of December 31, 2025 and 2024, respectively.
Estimated Increase/Decrease in Net Interest Income Estimated Percentage Change in EVE Year ending December 31 As of Basis Point Change in Interest Rates 2025 2026 December 31, 2024 +300 9.3% 14.9% (16.1)% +200 6.8% 10.5% (10.9)% +100 3.7% 5.5% (5.5)% -100 (2.6)% (4.7)% 5.6% -200 (5.0)% (9.4)% 10.8% -300 (5.5)% (12.2)% 14.9% We also conduct NII simulations that incorporate a dynamic balance sheet and ramp rate shock scenarios.
Estimated Increase/Decrease in Net Interest Income Estimated Percentage Change in EVE Year ending December 31 As of Basis Point Change in Interest Rates 2026 2027 December 31, 2025 +300 10.0% 18.2% (6.7)% +200 8.2% 13.6% (3.8)% +100 4.1% 6.8% (1.6)% -100 (2.3)% (5.2)% 1.6% -200 (3.9)% (10.2)% 2.2% -300 (3.4)% (13.2)% 1.0% We also conduct NII simulations that incorporate a dynamic balance sheet and ramp rate shock scenarios.
Interest is paid on a quarterly basis. The Trusts are not consolidated with the Company. Accordingly, the Company reports the subordinated debentures held by the Trusts as liabilities. The Company owns all of the common securities of each trust. The junior subordinated debentures qualify, and are treated as, Tier 1 regulatory capital of the Company subject to regulatory limitations.
The Trusts are not consolidated with the Company. Accordingly, the Company reports the subordinated debentures held by the Trusts as liabilities. The Company owns all of the common securities of each trust and pays interest on each quarterly. The junior subordinated debentures qualify and are treated as Tier 1 regulatory capital of the Company subject to regulatory limitations.
The following tables summarize the risk rating categories of the loans and leases considered for inclusion in the allowance for credit losses calculation as of December 31, 2024 and 2023. 91 Table of Contents BYLINE BANCORP, INC.
The following tables summarize the risk rating categories of the loans and leases considered for inclusion in the allowance for credit losses calculation as of December 31, 2025 and 2024. 90 Table of Contents BYLINE BANCORP, INC.
The decrease in allowance for credit losses reflects decreased allowance for credit losses on individually evaluated loans. Commercial and industrial loans increased $ 168.6 million for the year, which resulted in a $ 2.8 million in crease in ACL. The commercial real estate portfolio grew $ 34.1 m illion from prior year.
The de crease in allowance for credit losses reflects decreased allowance for credit losses on individually evaluated loans. Commercial and industrial loans increased $ 168.6 million for the year, which resulted in a $ 2.8 million in crease in ACL. The CRE portfolio grew $ 34.1 m illion from prior year.
Interest recorded on these swap transactions included $ 18.4 million, $ 15.3 million, and $ 1.0 million of interest income recorded during the years ended December 31, 2024, 2023, and 2022, respectively, and is reported as a component of interest expense on deposits and other borrowings.
Interest recorded on these swap transactions included $ 14.1 million, $ 18.4 million, and $ 15.3 million of interest income recorded during the years ended December 31, 2025, 2024, and 2023, respectively, and is reported as a component of interest income on loans and interest expense on deposits and other borrowings.
On December 5, 2024, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 1,250,000 shares of the Company’s outstanding common stock. The program is in effect from January 1, 2025 until December 31, 2025, unless terminated earlier.
On December 11, 2025, we announced that our Board of Directors approved a new stock repurchase program authorizing the purchase of up to an aggregate of 2,250,000 shares of our outstanding common stock. The program is in effect from January 1, 2026 until December 31, 2026, unless terminated earlier.
At December 31, 2024 and 2023, there were $ 818,000 and $ 27,000 of consumer mortgage loans secured by residential real estate properties in foreclosure. There were no internally financed sales of OREO for the year ended December 31, 2024, 2023 , or 2022. 101 Table of Contents BYLINE BANCORP, INC.
At December 31, 2025 and 2024, there were $ 603,000 and $ 818,000 of consumer mortgage loans secured by residential real estate properties in foreclosure. There were no internally financed sales of OREO for the year ended December 31, 2025, 2024, or 2023 . 99 Table of Contents BYLINE BANCORP, INC.
The following tables summarize the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at December 31, 2024 and 2023: Fair Value Measurements Using 2024 Fair Value Level 1 Level 2 Level 3 Financial assets Securities available-for-sale U.S. Treasury Notes $ 32,570 $ 32,570 $ — $ — U.S.
The following tables summarize the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at December 31, 2025 and 2024: Fair Value Measurements Using 2025 Fair Value Level 1 Level 2 Level 3 Financial assets Securities available-for-sale U.S. Treasury Notes $ 29,890 $ 29,890 $ — $ — U.S.
As of December 31, 2024 , there were 813,089 shares available for future grants under the Omnibus Plan. The Company primarily grants time-based restricted share awards that vest over a one to four year period, subject to continued employment. The Company also grants performance-based restricted share awards.
As of December 31, 2025 , there were 483,586 shares available for future grants under the Omnibus Plan. The Company primarily grants time-based restricted share awards that vest over a one to four year period, subject to continued employment. The Company also grants performance-based restricted share awards.
Incremental shares represent outstanding stock options for which the exercise price is less than the average market price of the Company’s common stock during the periods presented. Options to purchase 379,872 , 871,699 , and 930,852 shares of common stock were outstanding as of December 31, 2024, 2023, and 2022 , respectively.
Incremental shares represent outstanding stock options for which the exercise price is less than the average market price of the Company’s common stock during the periods presented. Options to purchase 27,119 , 379,872 , and 871,699 shares of common stock were outstanding as of December 31, 2025, 2024, and 2023 , respectively.
The pro forma results combine the historical results of Inland into the Company’s Consolidated Statements of Operations, including the impact of certain acquisition accounting adjustments, which includes loan discount accretion, intangible assets amortization, deposit premium accretion, fixed assets amortization, and borrowing discount amortization.
The pro forma results combine the historical results of First Security into the Company’s Consolidated Statements of Operations, including the impact of certain acquisition accounting adjustments, which includes loan discount accretion, intangible assets amortization, and deposit premium accretion.
As of December 31, 2024, the Company estimates $ 13.6 million of the net unrealized gain to be reclassified as a net decrease to interest expense during the next twelve months.
As of December 31, 2025, the Company estimates $ 9.6 million of the net unrealized gain to be reclassified as a net decrease to interest expense during the next twelve months.
Government agencies 22 13,629 ( 33 ) 120,222 ( 15,393 ) 133,851 ( 15,426 ) Obligations of states, municipalities and political subdivisions 79 20,271 ( 418 ) 49,154 ( 4,641 ) 69,425 ( 5,059 ) Residential mortgage-backed securities Agency 129 183,980 ( 3,879 ) 472,665 ( 96,031 ) 656,645 ( 99,910 ) Non-agency 22 37,882 ( 1,361 ) 91,303 ( 21,192 ) 129,185 ( 22,553 ) Commercial mortgage-backed securities Agency 53 63,959 ( 1,887 ) 139,283 ( 33,280 ) 203,242 ( 35,167 ) Corporate securities 21 2,470 ( 21 ) 35,992 ( 2,140 ) 38,462 ( 2,161 ) Asset-backed securities 1 — — 5,829 ( 1,170 ) 5,829 ( 1,170 ) Total 334 $ 331,999 $ ( 7,614 ) $ 937,210 $ ( 174,045 ) $ 1,269,209 $ ( 181,659 ) Less than 12 Months 12 Months or Longer Total 2023 # of Securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Available-for-sale U.S.
Government agencies 22 13,629 ( 33 ) 120,222 ( 15,393 ) 133,851 ( 15,426 ) Obligations of states, municipalities and political subdivisions 79 20,271 ( 418 ) 49,154 ( 4,641 ) 69,425 ( 5,059 ) Residential mortgage-backed securities Agency 129 183,980 ( 3,879 ) 472,665 ( 96,031 ) 656,645 ( 99,910 ) Non-agency 22 37,882 ( 1,361 ) 91,303 ( 21,192 ) 129,185 ( 22,553 ) Commercial mortgage-backed securities Agency 53 63,959 ( 1,887 ) 139,283 ( 33,280 ) 203,242 ( 35,167 ) Corporate securities 21 2,470 ( 21 ) 35,992 ( 2,140 ) 38,462 ( 2,161 ) Asset-backed securities 1 — — 5,829 ( 1,170 ) 5,829 ( 1,170 ) Total 334 $ 331,999 $ ( 7,614 ) $ 937,210 $ ( 174,045 ) $ 1,269,209 $ ( 181,659 ) Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses.
Cash flow models calculate an expected life-of-loan loss percentage for each loan category by calculating the probability of default, based on the migration of loans from performing to non-performing and a loss given default, based on net lifetime losses incurred.
Historical credit loss experience provides the basis for the estimation of expected credit losses. Cash flow models calculate an expected life-of-loan loss percentage for each loan category by calculating the probability of default, based on the migration of loans from performing to non-performing and a loss given default, based on net lifetime losses incurred.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of Common Equity Tier 1 capital ("CET1"), Tier 1 capital and total capital to risk‑weighted assets and of Tier 1 capital to average consolidated assets, as defined in the regulations.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of Common Equity Tier 1 capital ("CET1"), Tier 1 capital and total capital to risk‑weighted assets and of Tier 1 capital to average consolidated assets, as defined in the regulations. 115 Table of Contents BYLINE BANCORP, INC.
In addition, 66,036 performance-based restricted shares were included in the 2024 grant. The number of performance-based shares which may be earned under the award is dependent upon the Company’s total stockholder return and return on average assets, weighted equally, over a three-year period ending December 31, 2026, measured against the KBW Regional Bank Index.
In addition, 68,966 performance-based restricted shares were included in the 2025 grant. The number of performance-based shares which may be earned under the award is dependent upon the Company’s total stockholder return and return on average assets, weighted equally, over a three-year period ending December 31, 2027, measured against the KBW Regional Bank Index.

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