UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ______
Commission File Number 001-38139
Byline Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
36-3012593
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification Number)
180 North LaSalle Street, Suite 300
Chicago, Illinois 60601
(Address of Principal Executive Offices)
(773) 244-7000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
BY
New York Stock Exchange
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $0.01 par value, 45,186,420 shares outstanding as of August 3, 2026
BYLINE BANCORP, INC.
June 30, 2026
INDEX
Page
PART I.
FINANCIAL INFORMATION
3
Item 1.
Financial Statements. The Unaudited Interim Condensed Consolidated Financial Statements of Byline Bancorp, Inc.
Notes to Unaudited Interim Condensed Consolidated Financial Statements
10
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
46
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
74
Item 4.
Controls and Procedures
75
PART II.
OTHER INFORMATION
76
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
77
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BYLINE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
(dollars in thousands, except share data)
December 31, 2025
ASSETS
Cash and due from banks
$
77,159
60,184
Interest bearing deposits with other banks
116,400
88,911
Cash and cash equivalents
193,559
149,095
Equity and other securities, at fair value
7,476
10,660
Securities available-for-sale, at fair value (amortized cost at June 30, 2026—$1,743,352, December 31, 2025—$1,516,376)
1,616,748
1,405,106
Restricted stock, at cost
18,777
21,314
Loans held for sale
21,518
13,621
Loans and leases:
Loans and leases
7,542,411
7,509,369
Allowance for credit losses - loans and leases
(111,861
)
(108,834
Net loans and leases
7,430,550
7,400,535
Servicing assets, at fair value
19,291
19,234
Premises and equipment, net
55,981
57,988
Other real estate owned, net
3,153
3,394
Goodwill and other intangible assets, net
198,050
200,520
Bank-owned life insurance
109,414
107,462
Deferred tax assets, net
40,624
41,779
Accrued interest receivable and other assets
217,324
221,968
Total assets
9,932,465
9,652,676
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Non-interest-bearing demand deposits
1,826,739
1,818,888
Interest-bearing deposits
6,044,023
5,828,555
Total deposits
7,870,762
7,647,443
Other borrowings
460,449
419,598
Subordinated notes, net
73,967
73,940
Junior subordinated debentures issued to capital trusts, net
71,814
71,409
Accrued interest payable and other liabilities
151,258
172,380
Total liabilities
8,628,250
8,384,770
COMMITMENTS AND CONTINGENT LIABILITIES (Note 14)
STOCKHOLDERS’ EQUITY
Preferred stock
—
Common stock
471
Additional paid-in capital
756,361
760,700
Retained earnings
712,588
645,724
Treasury stock, at cost
(78,627
(65,914
Accumulated other comprehensive loss, net of tax
(86,578
(73,075
Total stockholders’ equity
1,304,215
1,267,906
Total liabilities and stockholders’ equity
PreferredShares
CommonShares
Par value
0.01
Shares authorized
25,000,000
150,000,000
Shares issued
47,836,955
47,871,512
Shares outstanding
45,191,493
45,545,928
Treasury shares
2,645,462
2,325,584
See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
Six Months Ended
June 30,
(dollars in thousands, except share and per share data)
2026
2025
INTEREST AND DIVIDEND INCOME
Interest and fees on loans and leases
127,524
128,199
253,474
249,429
Interest on securities
14,426
13,907
28,015
26,034
Other interest and dividend income
2,356
2,433
4,473
3,931
Total interest and dividend income
144,306
144,539
285,962
279,394
INTEREST EXPENSE
Deposits
37,338
44,380
73,622
86,429
3,273
1,396
5,931
3,231
Subordinated notes and debentures
2,859
2,781
5,710
5,531
Total interest expense
43,470
48,557
85,263
95,191
Net interest income
100,836
95,982
200,699
184,203
PROVISION FOR CREDIT LOSSES
7,162
11,923
12,699
21,102
Net interest income after provision for credit losses
93,674
84,059
188,000
163,101
NON-INTEREST INCOME
Fees and service charges on deposits
2,853
2,633
5,772
5,336
Loan servicing revenue
3,047
3,071
6,088
6,114
Loan servicing asset revaluation
(1,126
(2,150
(2,988
(3,201
ATM and interchange fees
1,377
1,059
2,308
2,093
Net realized gains (losses) on securities available-for-sale
21
(37
Change in fair value of equity securities, net
814
83
(285
894
Net gains on sales of loans
6,095
5,414
11,563
10,352
Wealth management and trust income
1,270
1,074
2,532
2,156
Other non-interest income
2,525
3,324
4,403
5,623
Total non-interest income
16,876
14,471
29,414
29,330
NON-INTEREST EXPENSE
Salaries and employee benefits
35,656
37,819
71,901
74,071
Occupancy and equipment expense, net
4,065
4,739
8,510
9,591
Impairment charge on assets held for sale
496
Loan and lease related expenses
752
938
1,681
1,765
Legal, audit and other professional fees
4,843
6,475
8,094
Data processing
4,866
4,986
9,791
10,157
Net loss (gain) recognized on other real estate owned and other related expenses
137
(44
947
(2
Other intangible assets amortization expense
1,235
1,499
2,470
2,617
Other non-interest expense
6,041
4,822
11,397
9,738
Total non-interest expense
56,479
59,602
113,668
116,031
INCOME BEFORE PROVISION FOR INCOME TAXES
54,071
38,928
103,746
76,400
PROVISION FOR INCOME TAXES
13,890
8,846
25,986
18,070
NET INCOME
40,181
30,082
77,760
58,330
EARNINGS PER COMMON SHARE
Basic
0.90
0.66
1.74
1.31
Diluted
1.73
1.30
4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)
Net income
Securities available-for-sale
Unrealized holding gains (losses) arising during the period
(4,570
11,537
(13,750
38,807
Reclassification adjustments for net (gains) losses included in net income
(21
37
Tax effect
1,200
(3,026
3,600
(10,154
Net of tax
(3,391
8,548
(10,171
28,690
Hedges
Unrealized holding gains arising during the period
255
467
933
367
Reclassification adjustments for net gains included in net income
(2,448
(3,721
(5,444
(7,465
573
851
1,179
1,856
(1,620
(2,403
(3,332
(5,242
Total other comprehensive income (loss)
(5,011
6,145
(13,503
23,448
Comprehensive income
35,170
36,227
64,257
81,778
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Additional
AccumulatedOther
Total
(dollars in thousands,
Paid-In
Retained
Treasury
Comprehensive
Stockholders’
except share data)
Shares
Amount
Capital
Earnings
Stock
Income (Loss)
Equity
Balance, March 31, 2025
44,675,553
455
713,086
557,704
(43,783
(96,384
1,131,078
Other comprehensive income, net of tax
Issuance of common stock upon exercise of stock options, net
128,159
(172
(1,324
(1,496
Restricted stock activity, net
(11,196
(542
354
(188
Issuance of common stock in connection with employee stock purchase plan
31,190
834
Issuance of common stock due to business combination, net of issuance costs
1,586,542
16
41,287
41,303
Cash dividends declared on common stock ($0.10 per share)
(4,616
Repurchase of common stock
(543,599
(13,096
Share-based compensation expense
2,370
Balance, June 30, 2025
45,866,649
756,029
583,170
(57,015
(90,239
1,192,416
Balance, January 1, 2025
44,459,584
717,763
533,901
(46,935
(113,687
1,091,497
129,346
(159
(1,483
229,586
(7,239
4,193
(3,046
Cash dividends declared on common stock ($0.20 per share)
(9,061
Repurchases of common stock
(569,599
(13,783
4,377
6
Balance, March 31, 2026
45,442,851
754,582
677,854
(71,048
(81,567
1,280,292
Other comprehensive loss, net of tax
1,417
18
(9,468
(654
353
(301
31,221
1,176
Cash dividends declared on common stock ($0.12 per share)
(5,447
(274,528
(9,108
2,415
Balance, June 30, 2026
Balance, January 1, 2026
10,867
138
196,213
(9,089
5,031
(4,058
Cash dividends declared on common stock ($0.24 per share)
(10,896
(592,736
(18,920
4,612
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses
Impairment loss on assets held for sale
Depreciation and amortization of premises and equipment
2,208
2,270
Net accretion of securities
(2,908
(2,564
285
(894
Net (gains) losses on sales and calls of securities available-for-sale
Net (gains) losses on sales or disposals of premises and assets held for sale
49
(843
(11,563
(10,352
Net gains on sales of leases
(119
Originations of U.S. government guaranteed loans
(159,872
(168,234
Proceeds from U.S. government guaranteed loans sold
127,652
124,600
Accretion of premiums and discounts on acquired loans, net
(4,447
(5,573
Net change in servicing assets
(57
155
Net (gains) losses on sales and valuation adjustments of other real estate owned
669
(28
Net amortization of other acquisition accounting adjustments
2,497
2,679
Amortization of subordinated debt issuance cost
57
87
Accretion of junior subordinated debentures discount
405
246
Deferred tax provision (benefit)
5,934
(1,489
Increase in cash surrender value of bank owned life insurance
(1,953
(1,768
Gain on death benefit on bank owned life insurance
(587
Changes in assets and liabilities:
505
9,295
13,714
Net cash provided by operating activities
68,721
44,348
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of equity securities
2,599
Proceeds from calls of equity securities
300
Purchases of securities available-for-sale
(372,329
(151,270
Proceeds from maturities and calls of securities available-for-sale
25,044
26,558
Proceeds from paydowns of securities available-for-sale
114,233
80,824
Proceeds from sales of securities available-for-sale
9,109
14,221
Proceeds from maturities and calls of securities held-to-maturity
605
Redemptions of Federal Home Loan Bank stock, net
2,537
8,803
Proceeds from other loans and leases sold
6,946
12,184
Net change in loans and leases
(46,482
(289,717
Purchases of premises and equipment
(1,467
(3,100
Proceeds from sales of assets held for sale
2,146
Proceeds from sales of other real estate owned
117
1,016
Proceeds from bank owned life insurance death benefit
1,736
Net cash received in acquisition of business
61,834
Net cash used in investing activities
(259,393
(234,160
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits
223,292
72,597
Repayments of term loan
(11,667
Proceeds from short-term borrowings
8,172,200
4,300,000
Repayments of short-term borrowings
(8,140,200
(4,495,000
Proceeds from long-term borrowings
12,750
Net change in securities sold under agreements to repurchase
(3,899
2,004
Dividends paid on common stock
(11,055
(9,148
Proceeds from issuance of common stock
912
1,043
(18,864
Net cash provided by (used in) financing activities
235,136
(153,954
NET CHANGE IN CASH AND CASH EQUIVALENTS
44,464
(343,766
CASH AND CASH EQUIVALENTS, beginning of period
563,138
CASH AND CASH EQUIVALENTS, end of period
219,372
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
86,270
104,445
Cash paid during the period for income taxes
29,916
22,829
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to other real estate owned
545
596
Transfer of land and premises to assets held for sale
1,217
1,311
Right-of-use assets exchanged for operating lease liabilities
1,081
2,143
Due from counterparties - loans sold, not settled
24,998
16,275
Common dividend declared, not paid
(87
Common share withholding
4,058
4,863
Common stock issued due to acquisition of business
Total assets acquired from acquisition
321,991
Value ascribed to goodwill
147
Total liabilities assumed from acquisition
280,634
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Table dollars in thousands, except share and per share data) (Unaudited)
Note 1—Basis of Presentation
These unaudited interim condensed consolidated financial statements include the accounts of Byline Bancorp, Inc., a Delaware corporation (the "Company," "Byline," "we," "us," "our"), a bank holding company whose principal activity is the ownership and management of its Illinois state chartered subsidiary bank, Byline Bank (the "Bank"), based in Chicago, Illinois.
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). In preparing these financial statements, the Company has evaluated events and transactions subsequent to June 30, 2026 for potential recognition or disclosure. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Consolidated Financial Statements for the years ended December 31, 2025 and 2024.
The Company has one reportable segment. The Company’s chief operating decision makers evaluate the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Refer to Note 21—Segment Information for additional disclosures.
In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 855, "Subsequent Events," the Company’s management has evaluated subsequent events for potential recognition or disclosure through the date of the issuance of these condensed consolidated financial statements. No subsequent events were identified that would have required a change to the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.
Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.
Note 2—Accounting Pronouncements Recently Adopted or Issued
The following reflect recent accounting pronouncements that have been adopted or are pending adoption by the Company.
Adopted Accounting Pronouncements
Financial Instruments – Credit Losses (Topic 326) – Purchased Loans – In November 2025, the FASB issued ASU 2025-08 to change the accounting for certain acquired purchased seasoned loans ("PSL") by applying the gross‑up method, which records an allowance for expected credit losses at acquisition as an adjustment to amortized cost basis rather than a Day 1 provision through earnings. The guidance is intended to simplify post‑acquisition accounting, reduce inconsistency between PCD and non-PCD loans, and eliminate Day 1 credit loss expense for in‑scope PSLs. The amendments are effective for public business entities for annual periods beginning after December 15, 2026, with early adoption permitted. As of January 1, 2026, the Company adopted this guidance on a prospective basis. Early adoption will eliminate Day 1 credit loss expense on future eligible purchased loans and provide consistency in accounting with PCD loans.
Derivatives and Hedging (Topic 815) – Hedge Accounting Improvements – In November 2025, the FASB issued ASU 2025-09 to better align hedge accounting with entities’ risk management activities. Key amendments include expanding the ability to group forecasted transactions with similar (rather than identical) risk exposure, establishing a model for hedging interest payments on choose‑your‑rate debt, expanding hedge accounting for certain forecasted nonfinancial transactions, and updating guidance on net written options and foreign‑currency‑denominated debt. The amendments are effective for public business entities for annual periods beginning after December 15, 2026, with early adoption permitted. As of January 1, 2026, the Company adopted this guidance to provide additional flexibility in forecasting hedge transactions, which included making certain adjustments to our existing designation documentation for active hedging relationships to take advantage of specific provisions in the new guidance.
Issued Accounting Pronouncements Pending Adoption
Income Statement (Topic 220) – In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Reporting Comprehensive Income – Expense Disaggregation Disclosures; to address requests from investors for more detailed information about certain expense types. The standard requires that public business entities disclose disaggregated information about specific relevant natural expense categories underlying certain income statement expense line items. The ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. The amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01 to amend the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities are required to adopt prospectively. 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.
Note 3—Acquisition of a Business
On April 1, 2025 we acquired all of the outstanding common stock of First Security Bancorp, Inc., a Delaware corporation ("First Security"), and its subsidiaries pursuant to an Agreement and Plan of Merger, dated September 30, 2024. First Security operated a wholly owned subsidiary, First Security Trust and Savings Bank. As a result of the acquisition, effective April 1, 2025, First Security Trust and Savings Bank was merged with and into Byline Bank.
At the effective time of the merger, each share of First Security's common stock was converted into the right to receive 2.3539 shares of Byline common stock. The value of the total merger consideration at closing was approximately $41.5 million.
The transaction resulted in goodwill of $147,000, which is nondeductible for tax purposes, as this acquisition was a nontaxable transaction. Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired and reflects related synergies expected from the combined operations.
Merger-related expenses, including salaries and employee benefits of $3.5 million, acquisition advisory expenses of $597,000, core system conversion expenses of $251,000, and other non-interest expenses of $78,000 related to the acquisition are reflected in non-interest expense on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2025. There were no merger-related expenses in the three months ended June 30, 2026.
Merger-related expenses, including salaries and employee benefits of $3.5 million, acquisition advisory expenses of $788,000, core system conversion expenses of $696,000, and other non-interest expenses of $78,000 related to the acquisition are reflected in non-interest expense on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025. There were no merger-related expenses in the six months ended June 30, 2026.
The acquisition was accounted for using the acquisition method of accounting in accordance with ASC Topic 805. Assets acquired, liabilities assumed, and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities involves significant judgment regarding methods and assumptions used to calculate estimated fair values. The acquisition accounting values, including fair values, were final as of December 31, 2025.
11
The following table presents a summary of the fair values of assets acquired and liabilities assumed as of the acquisition date:
Assets
62,035
88,574
Loans
149,698
Other real estate owned
168
Other intangible assets
7,880
5,012
7,457
Other assets
1,167
Total assets acquired
Liabilities
279,192
Accrued expenses and other liabilities
1,442
Total liabilities assumed
Net assets acquired
41,357
Consideration paid
Common stock, net (1,586,542 shares issued at $26.16 per share)
Cash paid
201
Total consideration paid
41,504
Goodwill
The following table presents the fair value and gross contractual amounts receivable of acquired non-credit-deteriorated loans from the acquisition, and their respective expected contractual cash flows as of the acquisition date:
Fair value
127,889
Gross contractual amounts receivable
148,674
Estimate of contractual cash flows not expected to be collected
1,184
Estimate of contractual cash flows expected to be collected
147,490
The following table provides the unaudited pro forma information for the results of operations for the six months ended June 30, 2025, as if the acquisition had occurred on January 1, 2025. The pro forma results combine the historical results of First Security into our Condensed Consolidated Statements of Operations, including the impact of certain acquisition accounting adjustments, which includes loan discount accretion, intangible assets amortization, and deposit premium amortization. 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, 2025. 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. Recognized acquisition-related expenses and other adjustments related to the timing of expenses, are included in net income in the following table:
For the Six Months Ended
(unaudited)
Total revenues (net interest income and non-interest income)
217,265
59,513
Earnings per share—basic
Earnings per share—diluted
The operating results of the Company include the operating results generated by the acquired assets and assumed liabilities of First Security for the period from April 1, 2025 through June 30, 2026. Revenues and earnings of the acquired company since the acquisition date have not been disclosed as it is not practicable as First Security was merged into the Company and separate financial information is not readily available.
12
Note 4—Securities
The following tables summarize the amortized cost and fair values of securities available-for-sale as of the dates presented and the corresponding amounts of gross unrealized gains and losses and cumulative basis adjustments for fair value:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Basis Adjustments(1)
FairValue
Available-for-sale
U.S. Treasury Notes
29,747
35
29,738
U.S. Government agencies
116,025
1
(9,425
106,601
Obligations of states, municipalities, and political subdivisions
37,292
59
(2,338
(92
34,921
Residential mortgage-backed securities
Agency
956,867
3,366
(69,225
(424
890,584
Non-agency
149,271
40
(16,570
(378
132,363
Commercial mortgage-backed securities
370,382
365
(29,894
(530
340,323
Corporate securities
20,791
(588
20,182
Asset-backed securities
62,977
(921
(20
62,036
1,743,352
3,866
(129,005
(1,465
Basis Adjustments (1)
29,655
268
(33
29,890
118,674
32
(8,959
109,747
56,705
309
(2,470
54,554
881,735
8,407
(64,874
30
825,298
143,372
419
(16,083
23
127,731
243,762
(27,518
33
217,029
30,318
(887
29,433
12,155
36
(768
11,424
1,516,376
10,224
(121,592
98
(1) Basis adjustments represent the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities designated in fair value hedging arrangements. Refer to Note 16—Derivative Instruments and Hedge Activities for additional discussion.
The Company did not classify securities as trading during the three and six months ended June 30, 2026 or during 2025. There were no securities classified as held-to-maturity in our investment portfolio as of June 30, 2026 or December 31, 2025.
13
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 the dates presented, are summarized as follows:
Less than 12 Months
12 Months or Longer
Number ofSecurities
UnrealizedLosses
4,946
15
1,425
(3
103,240
(9,422
104,665
Obligations of states, municipalities and political subdivisions
6,006
(91
19,885
(2,247
25,891
118
244,278
(4,106
414,338
(65,119
658,616
22
30,724
(724
82,469
(15,846
113,193
60
138,759
(1,932
158,715
(27,962
297,474
5,445
(50
14,487
(538
19,932
55,238
(136
6,069
(785
61,307
252
481,875
(7,042
804,149
(121,963
1,286,024
4,952
14
103,722
1,032
(10
31,802
(2,460
32,834
94
31,077
(47
459,883
(64,827
490,960
2,878
(5
104,650
(16,078
107,528
44
1,697
164,229
(27,508
165,926
3,477
(16
25,705
(871
29,182
6,149
205
40,161
(88
901,092
(121,504
941,253
Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. The Company evaluated the securities which had unrealized losses for potential credit losses and determined there were none. There were 252 securities available-for-sale with unrealized losses at June 30, 2026. The evaluation for potential credit losses is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing payment performance of the securities.
Accrued interest receivable on securities available-for-sale totaled $5.0 million at June 30, 2026 and $4.6 million at December 31, 2025, respectively, and are excluded from the estimate of credit losses.
The Company anticipates full recovery of amortized cost with respect to these securities by maturity. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.
The proceeds from all sales and calls of securities available-for-sale, and the associated gains and losses were as follows for the periods presented:
For the Three Months Ended
Proceeds
19,202
Gross gains
106
90
Gross losses
85
127
Securities posted and pledged as collateral for the following purpose or beneficiary as of the following dates:
Purpose or beneficiary
Public fund deposits
488,764
393,845
Customer repurchase agreements
89,872
75,681
Letters of credit
31,030
33,883
Federal Reserve Bank
Total pledged securities
609,666
503,409
At June 30, 2026 and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
At June 30, 2026, 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. Securities not due at a single maturity date are shown separately.
Due in one year or less
29,285
29,241
Due from one to five years
169,103
161,836
Due from five to ten years
43,297
40,067
Due after ten years
25,147
22,334
Mortgage-backed securities
1,476,520
1,363,270
The Company hedges interest rates on certain investment securities using interest rate swaps, through which the Company pays fixed amounts and receives variable amounts. Refer to Note 16—Derivative Instruments and Hedging Activities for additional discussion.
Note 5—Loan and Lease Receivables and Allowance for Credit Losses
Loan and Lease Receivables
Outstanding loan and lease receivables as of the dates presented were categorized as follows:
December 31,
Commercial real estate
2,512,055
2,604,500
Residential real estate
742,030
756,870
Construction, land development, and other land
348,216
409,233
Commercial and industrial
3,201,988
2,961,959
Installment and other
9,729
17,727
Lease financing receivables
715,664
746,309
Total loans and leases
7,529,682
7,496,598
Net unamortized deferred fees and costs
7,303
6,774
Initial direct costs
5,426
5,997
Net minimum lease payments
652,298
691,681
Unguaranteed residual values
146,257
143,839
Unearned income
(82,891
(89,211
Total lease financing receivables
Lease financial receivables before allowance for credits losses - loans and leases
721,090
752,306
Total loans and leases consist of originated loans and leases, purchased credit deteriorated ("PCD") and acquired non-credit-deteriorated loans and leases. Fair value adjustments for acquired loans are included in total loans and leases. At June 30, 2026 and December 31, 2025, total loans and leases included the guaranteed amount of U.S. government guaranteed loans of $104.5 million and $97.8 million, respectively. At June 30, 2026 and December 31, 2025, the discount on the unguaranteed portion of U.S. government guaranteed loans was $26.0 million and $25.6 million, respectively, which is included in total loans and leases. At June 30, 2026 and December 31, 2025, commercial and industrial loans included overdraft deposits of $570,000 and $2.6 million, respectively, which were reclassified as loans. At June 30, 2026 and December 31, 2025, loans and leases and loans held for sale pledged as security for borrowings were $2.1 billion and $2.0 billion, respectively. Accrued interest on loans and leases was $33.0 million and $34.8 million at June 30, 2026 and December 31, 2025, respectively, and is included in the accrued interest receivable and other assets line item on the Condensed Consolidated Statement of Financial Condition.
The minimum annual lease payments for lease financing receivables as of June 30, 2026 are summarized as follows:
Minimum LeasePayments
Remainder of 2026
133,149
2027
226,586
2028
155,946
2029
89,188
2030
39,336
Thereafter
8,093
Originated loans and leases represent originations excluding loans initially acquired in a business combination. However, once an acquired loan reaches its maturity date, and is re-underwritten and renewed, it is internally classified as an originated loan. PCD loans are those acquired from a business combination with evidence of credit quality deterioration and are accounted for under ASC Topic 326. Acquired non-credit-deteriorated loans and leases represent loans and leases acquired
with an outstanding balance from a business combination without more than insignificant evidence of credit quality deterioration and are accounted for under ASC Topic 310-20. The following tables summarize the balances for each respective loan and lease category as of the dates presented:
Originated
Purchased Credit Deteriorated
AcquiredNon-Credit-Deteriorated
2,303,785
59,161
152,230
2,515,176
575,062
18,941
148,709
742,712
344,578
2,674
347,252
3,120,209
5,633
80,537
3,206,379
4,817
66
4,919
9,802
7,069,541
86,475
386,395
2,338,109
68,987
200,089
2,607,185
567,158
20,788
169,478
757,424
360,003
2,533
45,542
408,078
2,856,214
12,570
97,786
2,966,570
3,470
73
14,263
17,806
6,877,260
104,951
527,158
PCD loans—The unpaid principal balance and carrying amount of PCD loans excluding an allowance for credit losses - loans and leases of $2.5 million and $3.0 million as of the dates presented:
UnpaidPrincipalBalance
CarryingValue
101,615
112,318
62,917
64,847
2,745
2,648
7,894
14,962
730
738
Total purchased credit deteriorated loans
175,901
195,513
The following table is a reconciliation of acquired First Security PCD loans between their purchase price and their par value at the time of the acquisition. Refer to Note 3—Acquisition of a Business for further information.
Fair value of loans at acquisition
21,809
Allowance for credit losses - loans and leases, at acquisition
3,206
Non-credit discount/premium at acquisition
1,370
Par value of acquired PCD loans at acquisition
26,385
17
Acquired non-credit-deteriorated loans and leases—The unpaid principal balance and carrying value for acquired non-credit deteriorated loans and leases, excluding an allowance for credit losses of $2.5 million and $3.6 million at June 30, 2026 and December 31, 2025, respectively, were as follows for the dates presented:
155,823
204,719
158,005
179,873
63
45,821
83,000
101,049
4,926
14,274
Total acquired non-credit-deteriorated loans and leases
401,817
545,736
The Company hedges interest rates on certain loans using interest rate swaps through which the Company pays variable amounts and receives fixed amounts. Refer to Note 16—Derivative Instruments and Hedge Activities for additional discussion.
Allowance for Credit Losses ("ACL")
Loans and leases considered for inclusion in the allowance for credit losses include acquired non-credit-deteriorated loans and leases, purchased credit deteriorated loans, and originated loans and leases.
The Bank’s credit risk rating methodology assigns risk ratings from 1 to 10, where a higher rating represents higher risk. Risk ratings for all loans of $1.0 million or more are reviewed annually. The risk rating categories are described by the following groupings:
Pass—Ratings 1‑4 define the risk levels of borrowers and guarantors that offer a minimal to an acceptable level of risk.
Watch—A watch asset (rating of 5) has credit exposure that presents higher than average risk and warrants greater than routine attention by Bank personnel due to conditions affecting the borrower, the borrower’s industry or the economic environment.
Special Mention—A special mention asset (rating of 6) has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.
Substandard Accrual—A substandard accrual asset (rating of 7) has well‑defined weakness or weaknesses in cash flow and collateral coverage resulting in a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This classification may be used in limited cases, where despite credit severity, the borrower is current on payments and there is an agreed plan for credit remediation.
Substandard Non‑Accrual—A substandard asset (rating of 8) has well‑defined weakness or weaknesses in cash flow and collateral coverage resulting in the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful—A doubtful asset (rating of 9) has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
Loss—A loss asset (rating of 10) is considered uncollectible and of such little value that its continuance as a realizable asset is not warranted.
Revolving loans that are converted to term loans are treated as new originations and are presented by year of origination. Generally, existing term loans that are re-underwritten are reflected in the table in the year of renewal. During the six months ended June 30, 2026, there were $29.7 million of revolving loans that were converted to term loans. During the year ended December 31, 2025, there were $43.3 million of revolving loans that were converted to term loans.
The following tables summarize the risk rating categories of the loans and leases considered for inclusion in the allowance for credit losses - loans and leases calculation, as of the dates presented, and includes the gross charge-offs for the six months ended June 30, 2026 and year ended December 31, 2025:
Term loans amortized cost by origination year
Revolving
2024
2023
2022
Prior
Commercial Real Estate
Pass
163,600
443,057
239,179
203,799
300,110
995,614
14,964
2,360,323
Watch
3,225
16,634
28,680
19,280
20,101
87,920
Special Mention
2,006
2,185
23,590
28,957
Substandard
1,481
9,182
4,553
4,551
18,209
37,976
447,763
267,001
239,217
325,117
1,057,514
Gross charge-offs, six months ended June 30, 2026
165
654
115
935
Residential Real Estate
46,459
72,624
31,867
70,535
112,866
318,898
66,445
719,694
1,912
17,391
1,040
20,343
167
343
355
697
1,113
2,508
46,802
70,890
115,475
337,402
67,652
Construction, Land Development, & Land
13,822
67,924
67,938
92,210
31,178
26,205
150
299,427
9,606
2,971
12,577
12,366
9,998
22,364
10,210
12,884
77,544
102,420
46,218
39,174
Commercial & Industrial
295,253
393,275
316,788
329,376
355,552
414,978
683,312
2,788,534
125
45,675
13,748
34,313
29,663
51,614
70,919
246,057
4,921
7,348
1,658
652
2,575
20,466
49,853
87,473
3,010
8,139
30,290
14,890
16,504
11,482
84,315
300,299
449,308
340,333
394,631
402,680
503,562
815,566
392
1,357
2,176
1,650
4,596
11,065
Installment and Other
562
2,372
145
92
1,937
4,682
Lease Financing Receivables
118,108
261,734
156,088
117,304
46,687
7,323
707,244
190
177
369
462
1,812
3,990
3,654
2,891
668
13,477
118,570
263,546
160,268
121,135
49,580
7,991
93
282
232
412
1,474
Total Loans and Leases
Risk Rating
637,804
1,240,986
812,005
813,316
846,405
1,764,955
769,553
6,885,024
48,900
40,178
63,170
50,857
92,077
71,959
367,266
3,664
2,837
16,117
54,054
50,020
138,961
805
6,303
21,311
49,062
25,703
36,494
151,160
643,655
1,303,537
877,158
928,385
939,082
1,947,580
903,014
485
1,640
2,573
2,759
5,123
13,474
19
2021
449,861
274,551
206,477
383,069
440,425
593,704
8,056
2,356,143
1,775
18,531
35,999
40,957
8,149
70,295
175,706
3,122
2,666
1,374
8,858
15,130
31,150
221
6,669
9,508
3,406
5,490
18,892
44,186
451,857
302,873
254,650
428,806
462,922
698,021
Gross charge-offs, year ended December 31, 2025
175
210
228
10,638
11,536
68,665
40,653
71,760
119,383
84,588
269,136
66,211
720,396
582
3,789
9,438
19,984
1,405
35,198
384
25
980
347
1,830
72,726
123,197
94,120
290,100
67,963
70
44,665
75,494
115,338
55,991
39,517
6,772
110
337,887
9,676
32,615
3,004
45,295
9,997
52
22,415
2,481
85,170
103,453
49,514
9,828
443,606
345,964
349,598
385,699
211,144
207,576
607,729
2,551,316
1,389
14,575
38,505
22,239
20,172
16,689
55,885
169,454
30,933
2,301
23,003
8,626
34,508
36,783
41,505
177,659
589
4,901
8,577
22,708
12,004
11,023
8,339
68,141
476,517
367,741
419,683
439,272
277,828
272,071
713,458
3,359
6,193
1,281
5,616
522
20,365
2,530
193
123
7,459
7,372
20
24
306,220
191,521
156,133
71,754
18,230
1,379
745,237
220
329
564
319
2,341
1,723
1,584
531
6,498
306,539
194,082
158,185
73,353
18,761
1,386
50
521
616
594
532
2,376
1,315,547
928,376
899,429
1,016,014
793,915
1,086,026
689,478
6,728,785
3,164
43,002
75,415
99,615
37,759
109,972
57,290
426,217
5,423
25,669
22,366
53,363
51,972
231,231
1,129
13,911
20,192
30,204
18,119
30,895
8,686
123,136
1,350,773
990,712
1,020,705
1,168,199
903,156
1,278,865
796,959
4,055
4,220
7,072
2,061
16,391
34,371
At June 30, 2026 and at December 31, 2025, there were no loans or leases that were risk rated Doubtful or Loss.
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 as of the dates presented:
Revolving Loans
TotalLoans
Current
445,439
257,819
235,890
320,746
1,042,696
2,481,154
30-59 Days Past Due
60-89 Days Past Due
843
421
1,023
1,036
925
4,248
Greater than 90 Accruing
Non-accrual
8,761
2,304
3,335
13,776
29,657
Total Past Due
2,324
3,327
4,371
14,818
34,022
114,513
336,008
67,485
739,846
55
222
265
226
491
2,153
962
1,394
2,866
446,762
332,436
368,529
398,781
487,126
809,412
3,143,345
20,573
2,002
4,277
26,852
1,904
1,668
1,092
975
31
7,095
1,121
5,993
3,861
2,807
13,459
1,846
29,087
2,546
7,897
26,102
3,899
16,436
6,154
63,034
1,913
9,778
118,155
260,340
156,391
117,095
47,223
7,333
706,537
415
1,884
906
919
304
105
4,533
233
218
136
716
292
717
1,114
991
2,461
2,268
1,926
544
8,190
3,877
4,040
2,357
658
14,553
642,897
1,295,461
856,202
894,916
927,493
1,914,250
896,693
7,427,912
21,492
2,303
4,444
31,748
2,501
2,543
2,827
2,520
2,128
12,550
3,593
17,215
8,433
8,765
28,892
69,087
758
8,076
20,956
33,469
11,589
33,330
6,321
114,499
450,732
294,398
245,788
424,971
461,263
684,116
2,569,324
1,501
483
1,578
4,468
1,090
1,334
800
1,309
219
5,884
7,528
2,552
1,659
11,018
28,860
1,125
8,475
8,862
3,835
13,905
37,861
72,342
121,355
94,026
288,227
67,167
752,435
1,550
892
449
267
651
981
1,447
1,842
1,873
796
4,989
475,173
359,765
408,846
427,149
266,807
262,362
709,310
2,909,412
755
3,257
1,600
1,754
39
1,137
847
9,389
2,312
5,797
583
1,182
349
10,315
2,407
3,440
9,786
10,890
7,390
2,952
37,454
1,344
7,976
10,837
12,123
11,021
9,709
4,148
57,158
114
17,802
302,162
189,542
153,521
70,493
17,351
1,310
734,379
1,960
1,144
1,430
528
180
29
5,271
2,384
2,775
2,227
934
760
47
9,127
621
1,007
1,398
470
3,529
4,540
4,664
2,860
1,410
17,927
1,343,927
969,721
995,958
1,147,535
888,972
1,253,302
792,015
7,391,430
3,621
5,902
3,030
4,319
3,636
1,296
22,023
6,177
9,742
2,584
852
2,538
24,626
841
8,912
11,975
13,761
13,113
19,389
3,299
71,290
6,846
20,991
24,747
20,664
14,184
25,563
4,944
117,939
Total non-accrual loans without an allowance included $2.8 million of commercial real estate loans, $83,000 of residential real estate, and $1.9 million of commercial and industrial loans as of June 30, 2026. The Company recognized $701,000 and $1.5 million of interest income on non-accrual loans and leases for the three and six months ended June 30, 2026, respectively.
Total non-accrual loans without an allowance included $2.7 million of commercial real estate loans, $85,000 of residential real estate loans, and $5.6 million of commercial and industrial loans, as of December 31, 2025. The Company
recognized $899,000 and $1.9 million of interest income on non-accrual loans and leases for the three and six months ended June 30, 2025, respectively.
The following tables summarize the balance and activity within the allowance for credit losses - loans and leases, the components of the allowance for credit losses - loans and leases by loans and leases individually and collectively evaluated for impairment, and corresponding loan and lease balances by type for the periods presented:
CommercialReal Estate
ResidentialReal Estate
Construction, Land Development,and Other Land
Commercialand Industrial
Installmentand Other
LeaseFinancingReceivables
Three months ended
Beginning balance
25,673
2,629
3,940
68,695
109
7,833
108,879
Provision/(recapture)
(637
(31
(363
7,247
(52
1,264
7,428
Charge-offs
(284
(5,390
(722
(6,396
Recoveries
121
1,752
69
1,950
Ending balance
24,873
2,606
3,577
72,304
8,444
111,861
Six months ended
27,001
3,108
4,702
65,581
8,350
108,834
(1,504
(516
(1,127
15,263
(35
1,342
13,423
(935
(11,065
(1,474
(13,474
311
3,078
Ending balance:
Individually evaluated for impairment
5,864
154
1,326
20,638
27,982
Collectively evaluated for impairment
19,009
2,452
2,251
51,666
83,879
Total allowance for credit losses - loans and leases
Loans and leases ending balance:
35,648
437
59,726
108,695
2,479,528
742,275
334,368
3,146,653
7,433,716
June 30, 2025
27,794
2,836
2,927
58,627
8,216
100,420
Adjustment for acquired PCD loans
1,503
144
1,152
407
7,086
(495
4,085
156
911
11,757
(5,278
(70
(2,373
(639
(8,360
580
704
31,149
2,931
3,584
61,326
176
8,561
107,727
27,873
2,920
2,445
56,589
45
8,116
97,988
Provision
8,472
(79
(13
10,761
1,538
20,833
(6,940
(7,699
(23
(1,264
(15,996
241
1,268
171
1,696
9,289
119
1,158
15,757
26,323
21,860
2,812
2,426
45,569
81,404
57,586
1,421
4,456
48,600
112,063
2,435,790
732,287
476,046
2,819,491
20,768
731,610
7,215,992
2,493,376
733,708
480,502
2,868,091
7,328,055
The Company increased the allowance for credit losses - loans and leases by $3.0 million for both the three and six months ended June 30, 2026, respectively. The Company increased the allowance for credit losses - loans and leases by $7.3 million and $9.7 million for the three and six months ended June 30, 2025, respectively. During the second quarter of 2025, a $3.2 million adjustment was made to the allowance for credit losses to account for acquired PCD loans, as a result of the First Security acquisition.
For loans individually evaluated for impairment, the Company increased the allowance for credit losses - loans and leases by $3.7 million and $5.8 million for the three and six months ended June 30, 2026, and increased the allowance for credit losses for loans individually evaluated by $4.3 million and $2.8 million for the three and six months ended June 30, 2025, respectively.
For loans and leases collectively evaluated for impairment, the allowance for credit losses decreased by $692,000 and $2.8 million for the three and six months ended June 30, 2026, respectively. For loans and leases collectively evaluated for impairment, the allowance for credit losses decreased by $3.0 million and $7.0 million for the three and six months ended June 30, 2025, respectively.
For the three months ended June 30, 2026, the increase in the ACL - loans and leases on loans individually evaluated for impairment was primarily due to an increase in allocation on a Commercial and Industrial ("C&I") relationship and new allocations for risk rating downgrades to a C&I loan and a government guaranteed loan. The decrease in the ACL - loans and leases on collectively evaluated loans and leases was due to net risk rating migration upgrades.
For the six months ended June 30, 2026, the increase in the ACL - loans and leases on loans individually evaluated for impairment was primarily due to increased allocations resulting from newly downgraded C&I loans, and the decrease in the ACL - loans and leases on collectively evaluated loans and leases was primarily due to net risk rating migration upgrades and lower outstanding balances in the Commercial Real Estate portfolio.
The following table presents loans to borrowers experiencing financial difficulty and with modified terms for the periods presented:
Three Months Ended June 30, 2026
Term Modification
Interest Rate Reduction
Combination Term Modification and Payment Delay
Combination Term Modification and Principal Forgiveness
Combination Term Modification and Interest Rate Reduction
Total Modified by Class
% of Class of Loans and Leases
792
48
840
0.03
%
Lease financing receivable
88
Total modified loans and leases
928
Six Months Ended June 30, 2026
1,086
18,276
184
19,594
0.61
61
149
0.02
Total modified loans
1,147
19,743
0.26
For the three months ended June 30, 2026, the financial effect of the term modification presented above reflects a 13-month extension of maturity date. The financial effects of loans having a principal forgiveness modification reflect a weighted-average of $100,000 in principal forgiveness. The financial effects of the modifications are estimated using a weighted average based on loan or lease amortized cost.
For the six months ended June 30, 2026, the financial effect of the term modification presented above reflects a 24 month extension of maturity date. The financial effect of loans having a combination of term modification and interest rate reduction presented above reflects a 1.0% reduction in the contractual rate. The financial effects of loans having a principal forgiveness modification reflect a weighted-average of $100,000 in principal forgiveness.
Three Months Ended June 30, 2025
Payment Delay
1,928
0.07
Six Months Ended June 30, 2025
3,545
5,473
0.19
The financial effect of the payment delay presented above reflects a six-month deferral of principal payments. The financial effect of the term modification presented above reflects a twelve month extension of maturity date and other miscellaneous term adjustments.
The following table presents the amortized cost basis of loans that had a payment default as of the dates presented, and were modified in the twelve months prior to default:
Non-Accrual
163
835
998
0.28
1,919
8,865
0.12
Modified loans are either collectively assessed based on portfolio risk segment and risk rating or individually assessed for loans exceeding $500,000. Upon the Company’s determination that a modified loan has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
There was $3.9 million and $2.0 million in outstanding commitments on modified loans as of June 30, 2026 and December 31, 2025.
The following table presents the amortized cost basis of collateral-dependent loans and leases, which are individually evaluated to determine expected credit losses as of the dates presented:
Commercial Construction
Residential Construction
Non-owner Occupied Commercial
Owner-Occupied Commercial
Single Family Residence (1st Lien)
Single Family Residence (2nd Lien)
Business Assets
10,131
25,517
438
27,061
76,031
12,463
33,912
46,375
469
3,097
35,608
85,549
The following table presents the change in the balance of the allowance for credit losses - unfunded commitments as of the periods presented:
2,757
2,494
3,215
2,391
Adjustment for acquired loans
476
Provision for/(recapture of) unfunded commitments
(266
166
269
2,491
3,136
26
Note 6—Servicing Assets
Activity for servicing assets and the related changes in fair value for the periods presented was as follows:
Three Months Ended June 30,
Six Months Ended June 30,
18,942
19,571
18,952
Additions, net
1,475
1,376
3,045
3,046
Changes in fair value
18,797
Loans serviced for others are not included in the Condensed Consolidated Statements of Financial Condition. The unpaid principal balances of these loans serviced for others as of the dates presented were as follows:
Loan portfolios serviced for:
SBA guaranteed loans
1,429,874
1,408,358
USDA guaranteed loans
143,775
185,709
1,573,649
1,594,067
Loan servicing revenue totaled $3.0 million and $3.1 million for the three months ended June 30, 2026 and 2025, respectively. Loan servicing revenue totaled $6.1 million for both of the six months ended June 30, 2026 and 2025.
Loan servicing asset revaluation, which represents the changes in fair value of servicing assets, resulted in a downward valuation adjustment of $1.1 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively. Loan servicing asset revaluation resulted in a downward valuation adjustment of $3.0 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively.
The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in secondary market premiums and prepayment speed assumptions have the most significant impact on the fair value of servicing rights. Generally, as interest rates rise on variable rate loans, loan prepayments increase due to an increase in refinance activity, which may result in an decrease in the fair value of servicing assets. Measurement of fair value is limited to the conditions existing and the assumptions used as of a particular point in time, and those assumptions may change over time. Refer to Note 15—Fair Value Measurement for further details.
Note 7—Other Real Estate Owned
The following table presents the change in OREO for the periods presented:
2,890
6,249
5,170
Acquisitions of OREO through business combination
Net additions/(reductions) to OREO
402
Proceeds from sales of OREO
(807
(117
(1,016
Gains on sales of OREO
131
Valuation adjustments
(93
(681
(103
At June 30, 2026 and December 31, 2025, the balance of real estate owned did not include any foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property.
At June 30, 2026 and December 31, 2025, there was $731,000 and $603,000 of consumer mortgage loans secured by residential real estate properties in foreclosure, respectively.
There were no internally financed sales of OREO for the three and six months ended June 30, 2026 or 2025.
Note 8—Leases
27
The Company enters into leases in the normal course of business primarily for its banking facilities and branches. The Company’s operating leases have varying maturity dates through year end 2036, some of which include renewal or termination options to extend the lease. In addition, the Company leases or subleases real estate to third parties. The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option. In addition, the Company has elected to account for any non-lease components in its real estate leases as part of the associated lease component. The Company has also elected not to recognize leases with original lease terms of 12 months or less ("short-term leases") on the Company’s Condensed Consolidated Statements of Financial Condition.
Leases are classified at the lease commencement date. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
The following table summarizes the amount and balance sheet line item for our operating lease right-of-use asset and liability as of the dates presented:
Balance Sheet Line Item
Operating lease right-of-use asset
8,829
9,034
Operating lease liability
9,507
9,851
The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the Federal Home Loan Bank ("FHLB") regular advance rate, adjusted for the lease term and other factors. At June 30, 2026, the weighted average discount rate of operating leases was 3.83% and the weighted average remaining life of operating leases was 4.6 years, compared to 3.58% and 4.7 years as of December 31, 2025.
The following table presents components of total lease costs included as a component of occupancy expense on the Condensed Consolidated Statements of Operations for the periods presented:
Operating lease cost
736
676
1,461
1,388
Short-term lease cost
146
198
280
Variable lease cost
299
475
552
865
Less: Sublease income
(156
(135
(304
(268
Total lease cost, net
1,162
1,907
2,265
Operating cash flows paid for operating lease amounts included in the measure of lease liabilities were $848,000 and $976,000 for the three months ended June 30, 2026 and 2025, respectively. Operating cash flows paid for operating lease amounts included in the measure of lease liabilities were $1.7 million and $1.8 million for the six months ended June 30, 2026 and 2025, respectively.
The future minimum lease payments for operating leases, subsequent to June 30, 2026, as recorded on the Condensed Consolidated Statements of Financial Condition, are summarized as follows:
Operating LeaseCommitments
1,527
2,456
2,170
1,963
1,045
1,292
Total undiscounted lease payments
10,453
Less: Imputed interest
(946
Net lease liabilities
28
The total amount of minimum rentals to be received in the future on these subleases is approximately $1.9 million, and the leases have contractual lives extending to 2036. In addition to the above required lease payments, the Company has contractual obligations related primarily to information technology contracts and other maintenance contracts.
Note 9—Goodwill, Core Deposit Intangible and Other Intangible Assets
The following tables summarize the changes in the Company’s goodwill, core deposit intangible assets, and customer relationship intangible assets for the periods presented:
For the Three Months Ended June 30,
Core DepositIntangible
Customer RelationshipIntangible
181,852
16,656
777
181,705
14,230
Additions
Amortization
(1,168
(67
(1,432
15,488
710
20,678
978
Accumulated amortization
N/A
65,108
2,506
59,918
2,238
Weighted average remaining amortization period
7.4 years
2.7 years
8.1 years
3.7 years
For the Six Months Ended June 30,
17,824
844
15,281
1,112
(2,336
(134
(2,483
8.1 Years
3.7 Years
During the three and six months ended June 30, 2025, the Company recorded additional goodwill and core deposit intangible assets in conjunction with the First Security acquisition. Please refer to Note 3—Acquisition of a Business for further details.
The following table presents the estimated amortization expense for core deposit intangible and customer relationship intangible assets remaining at June 30, 2026:
EstimatedAmortization
3,895
3,162
2,337
1,790
2,544
16,198
Note 10—Income Taxes
The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates.
The effective tax rate for the six months ended June 30, 2026 and 2025 was 25.0% and 23.7%, respectively. The Company recorded a discrete income tax benefit of $822,000 and $1.5 million related to the exercise of stock options and vesting of restricted shares for the six months ended June 30, 2026 and 2025, respectively.
During the second quarter 2024, Illinois House Bill 4951 was enacted, which amends numerous Illinois tax law provisions, including a temporary limitation on Net Loss Deduction ("NLD") usage. For tax years 2024, 2025, and 2026, C Corporations are limited to applying a maximum of $500,000 of NLD to taxable income.
During the second quarter of 2026, Illinois enacted IL Senate Bill 3019, which amends the IL Finance Authority Act, including an extension of the temporary limitation on NLD usage at various percentages in tax years 2027 through 2031. Although the Company expects the NLD limit to be applicable, the Company anticipates full utilization of the NLD prior to statute expiration.
Note 11—Deposits
The composition of deposits was as follows as of the dates presented:
Interest-bearing checking accounts
1,229,287
878,638
Money market demand accounts
2,710,183
2,942,927
Other savings
489,415
489,504
Time deposits (below $250,000)
1,152,305
1,096,015
Time deposits ($250,000 and above)
462,833
421,471
At June 30, 2026, the scheduled maturities of time deposits were:
Scheduled Maturities
1,070,325
536,957
5,159
1,136
1,124
1,615,138
The Company hedges interest rates on certain money market accounts using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. Refer to Note 16—Derivative Instruments and Hedge Activities for additional discussion.
Note 12—Other Borrowings
The following is a summary of the Company’s other borrowings as of the dates presented:
Federal Home Loan Bank advances
384,750
340,000
Securities sold under agreements to repurchase
75,699
79,598
Line of credit
Byline Bank has the capacity to borrow funds from the discount window of the Federal Reserve System. As of June 30, 2026 and December 31, 2025, there were no outstanding advances under the Federal Reserve Bank ("FRB") discount window line. 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.
At June 30, 2026, the Company had variable-rate FHLB advances outstanding for $384.8 million, with interest rates between 3.47% and 3.82% and maturities between August 2026 and February 2029. Advances from the FHLB are collateralized by residential real estate loans and commercial real estate loans. The Bank’s maximum borrowing capacity is limited to 35% of total assets. Required investment in FHLB stock is $4.50 for every $100 in advances thereafter.
Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the Federal Deposit Insurance Corporation insurance limit into overnight repurchase agreements. The Company pledges securities as collateral for the repurchase agreements. Refer to Note 4—Securities for additional discussion.
On October 13, 2016, we entered into a $30.0 million revolving credit agreement with a correspondent bank. Through subsequent amendments, the revolving credit agreement was reduced to $15.0 million. The amended revolving line of credit bears interest at either the Secured Overnight Financing Rate ("SOFR") plus 205 basis points or Prime Rate minus 75 basis points, not to be less than 2.00%, based on the Company’s election, which is required to be communicated at least three business days prior to the commencement of an interest period. If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 75 basis points. At June 30, 2026 and December 31, 2025, the line of credit had no outstanding balance.
On May 22, 2026, we entered into the Third Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement with the lender, which was effective May 24, 2026, and provided for: (1) the renewal of the revolving line-of-credit facility of up to $15.0 million, and (2) extended its maturity date to May 23, 2027.
The following table presents short-term credit lines, subject to collateral requirements, available for use as of the dates presented:
Federal Home Loan Bank line
3,061,663
3,071,518
Federal Reserve Bank of Chicago discount window line
805,684
787,184
Available federal funds lines
135,000
The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. Refer to Note 16—Derivative Instruments and Hedge Activities for additional discussion.
Note 13—Subordinated Notes and Junior Subordinated Debentures
Subordinated Notes
On August 7, 2025, the Company issued $75.0 million in aggregate principal amount of 6.875% fixed-to-floating rate subordinated notes that mature on August 15, 2035. The subordinated notes bear a fixed interest rate of 6.875% until August 15, 2030, and a floating interest rate equal to the then current three-month SOFR plus 322 basis points thereafter until maturity. The Company may, at its option, redeem the notes, in whole or in part, on a quarterly basis beginning on August 15, 2030, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required. The transaction resulted in debt issuance costs of $1.1 million that will be amortized over 10 years. At June 30, 2026 and December 31, 2025, the liability outstanding relating to the subordinated notes issued on August 7, 2025, net of unamortized debt issuance costs, was $74.0 million and $73.9 million, respectively. The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.
Junior Subordinated Debentures
Each of the junior subordinated debentures was issued to an underlying statutory trust (the "Trusts"), which issued trust preferred securities and used the proceeds from the issuance of the trust preferred securities to purchase the junior subordinated debentures of the Company. The debentures represent the sole asset of the Trusts. 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 trust preferred securities issued by each trust rank equally with the common securities in right of payment, except that if an event of
default under the indenture governing the notes has occurred and is continuing, the preferred securities will rank senior to the common securities in right of payment.
As of the dates presented, the Company’s junior subordinated debentures by issuance were as follows:
Aggregate Principal Amount
Name of Trust
StatedMaturity
Contractual Rate June 30, 2026
Interest Rate Spread(1)
Metropolitan Statutory Trust I(2)
March 17, 2034
35,000
6.72%
SOFR + spread adjustment + 2.79%
First Evanston Bancorp Trust I(3)
March 15, 2035
10,000
5.71%
SOFR + spread adjustment + 1.78%
AmeriMark Capital Trust I(4)
April 23, 2034
5,000
6.68%
SOFR + spread adjustment + 2.75%
Inland Bancorp Trust II(4)
September 15, 2035
5.53%
SOFR + spread adjustment + 1.60%
Inland Bancorp Trust III(4)
December 15, 2036
5.58%
SOFR + spread adjustment + 1.65%
Inland Bancorp Trust IV(4)
June 6, 2037
7,000
SOFR + spread adjustment + 1.62%
Inland Bancorp Trust V(4)
September 15, 2037
5.35%
SOFR + spread adjustment + 1.42%
Total liability, at par
87,000
Discount
(15,186
(15,591
Total liability, at carrying value
(1) SOFR is three-month SOFR and the spread adjustment is 0.26161%
(2) Assumed as part of the Company's recapitalization of its predecessor.
(3) Assumed in May 2018 as part of an acquisition.
(4) Assumed in July 2023 as part of an acquisition
Note 14—Commitments and Contingent Liabilities
Legal contingencies—In the ordinary course of business, the Company and Bank have various outstanding commitments and contingent liabilities that are not recognized in the accompanying consolidated financial statements. In addition, the Company may be a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is currently not expected to have a material adverse effect on the Company’s Consolidated Financial Statements.
Operating lease commitments—Refer to Note 8—Leases for discussion of operating lease commitments.
Commitments to extend credit—The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Condensed Consolidated Statements of Financial Condition. The contractual or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for funded instruments. The Company does not anticipate any material losses as a result of the commitments and letters of credit. Refer to Note 5—Loans and Lease Receivables and Allowance for Credit Losses for additional discussion on the reserve for unfunded commitments.
The following table summarizes the contract or notional amount of outstanding loan and lease commitments at the dates presented:
Fixed Rate
Variable Rate
Commitments to extend credit
105,009
1,938,924
2,043,933
132,976
1,812,187
1,945,163
186
71,198
71,384
308
69,241
69,549
105,195
2,010,122
2,115,317
133,284
1,881,428
2,014,712
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based
on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).
Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 2.90% 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 2055.
Note 15—Fair Value Measurement
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In addition, the Company has the ability to obtain fair values for markets that are not accessible.
These types of inputs create the following fair value hierarchy:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available. The Company’s own data used to develop unobservable inputs may be adjusted for market considerations when reasonably available.
The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to assets and liabilities.
The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a recurring basis:
Securities available-for-sale—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. 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.
The Company’s methodology for pricing non-rated bonds focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond, the Company references a publicly issued bond by the same issuer if available as well as other additional key metrics to support the credit worthiness. Typically, pricing for these types of bonds would require a higher yield than a similar rated bond from the same issuer. A reduction in price is applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. 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 2026 and 2025, all of the ratings derived by the Company were "BBB-" or better with and without comparable bond proxies. All of the ratings of non-Agency backed bonds derived by the Company were investment grade. The fair value measurement of municipal bonds is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined, the Company obtains a corresponding current market yield curve available to market participants. 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 fair value of equity securities subject to
contractual sale restrictions is measured on the basis of the market price of similar unrestricted equity securities. The fair value is only adjusted for the effect of the restrictions when the restriction of the sale is a characteristic of the equity itself and not based on the holder of the security.
Servicing assets—Fair value is based on a loan-by-loan basis taking into consideration the original term to maturity, the current age of the loan and the remaining term to maturity. 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.
Derivative instruments—Interest rate derivatives are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are validated by comparison with valuations provided by the respective counterparties. Derivative financial instruments are included in accrued interest receivable and other assets, and accrued interest payable and other liabilities in the Condensed Consolidated Statements of Financial Condition.
The following tables summarize the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at the dates presented:
Fair Value Measurements Using
Fair Value
Level 1
Level 2
Level 3
Financial assets
Mortgage-backed securities; residential
Non-Agency
Mortgage-backed securities; commercial
1,882
5,594
Servicing assets
Derivative assets
22,623
Financial liabilities
Derivative liabilities
11,373
34
Mutual funds
2,600
Equity securities
8,060
7,766
294
27,530
13,642
The following table presents additional information about financial assets measured at fair value on recurring basis for which the Company used significant unobservable inputs (Level 3):
Investment Securities
Servicing Assets
Balance, beginning of period
288
Redeemed securities
(300
Change in fair value
Balance, end of period
The Company did not have any transfers to or from Level 3 of the fair value hierarchy during the six months ended June 30, 2026 and 2025. The Company's only level 3 investment was called during the six months ended June 30, 2026.
The following table presents additional information about the unobservable inputs used in the fair value measurements on recurring basis that were categorized within Level 3 of the fair value hierarchy as of June 30, 2026:
Financial Instruments
Valuation Technique
Unobservable Inputs
Range ofInputs
WeightedAverageRange
Impact toValuation from anIncreased orHigher Input Value
Discounted cash flow
Prepayment speeds
1.6% - 29.6%
17.7
Decrease
Discount rate
0.0% - 44.1%
10.4
Expected weightedaverage loan life
0.0 - 7.8 years
3.5 years
Increase
The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a non-recurring basis:
Individually evaluated loans—The Company individually evaluates loans that do not share similar risk characteristics, including non-accrual loans. Specific allowance for credit losses is measured based on a discounted cash flow of ongoing operations, discounted at the loan's original effective interest rate, or a calculation of the fair value of the underlying collateral less estimated selling costs. Valuations of individually assessed loans that are collateral dependent are supported by
third party appraisals in accordance with the Bank's credit policy. Accordingly, individually evaluated loans are classified as Level 3.
Assets held for sale—Assets held for sale consist of former branch locations and real estate previously purchased for expansion. Assets are considered held for sale when management has approved to sell the assets following a branch closure or other events. The properties are being actively marketed and transferred to assets held for sale based on the lower of carrying value or its fair value, less estimated costs to sell. The Company records assets held for sale on the Condensed Consolidated Statements of Financial Condition within accrued interest receivable and other assets.
Other real estate owned—Certain assets held within other real estate owned represent real estate or other collateral that has been adjusted to its estimated fair value, less cost to sell, as a result of transferring from the loan portfolio at the time of foreclosure or repossession and based on management’s periodic impairment evaluation. 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.
Adjustments to fair value based on such non-recurring transactions generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. The following tables summarize the Company’s assets that were measured at fair value on a non-recurring basis, as of the dates presented:
Non-recurring
Individually evaluated loans
29,784
283
11,558
39,088
Assets held for sale
2,550
40,910
1,931
29,523
1,829
The following methods and assumptions were used by the Company in estimating fair values of other assets and liabilities for disclosure purposes:
Cash and cash equivalents and interest bearing deposits with other banks—For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Restricted stock—The fair value has been determined to approximate cost.
Loans held for sale—The fair value of loans held for sale are based on quoted market prices, where available, and determined by discounted estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans adjusted to reflect the inherent credit risk.
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. It is estimated by discounting future cash flows, using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Deposits—The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. 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.
Federal Home Loan Bank advances—The fair value of FHLB advances is estimated by discounting the agreements based on maturities using rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date.
Securities sold under agreements to repurchase—The carrying amount approximates fair value due to maturities of less than ninety days.
Subordinated notes—The fair value is based on available market prices.
Junior subordinated debentures—The fair value of junior subordinated debentures, in the form of trust preferred securities, is determined using rates currently available to the Company for debt with similar terms and remaining maturities.
Accrued interest receivable and payable—The carrying amount approximates fair value.
Commitments to extend credit and letters of credit—The fair values of these off-balance sheet commitments to extend credit and commercial and letters of credit are not considered practicable to estimate because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.
The estimated fair values of financial instruments not carried at fair value and levels within the fair value hierarchy are as follows:
HierarchyLevel
CarryingAmount
EstimatedFair Value
Restricted stock
23,731
14,707
Loans and lease receivables, net (less individually evaluated loans at fair value)
7,349,837
7,278,001
7,327,878
7,215,821
Accrued interest receivable
38,579
39,818
Non-interest-bearing deposits
6,039,778
5,826,774
Accrued interest payable
10,554
11,777
Securities sold under repurchase agreement
Subordinated notes
74,925
77,027
Junior subordinated debentures
74,064
76,753
Note 16—Derivative Instruments and Hedge Activities
As required by ASC 815, the Company records all derivatives on the Condensed Consolidated Statements of Financial Condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. The Company records derivative assets and derivative liabilities on the Condensed Consolidated Statements of Financial Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively.
The following tables present the fair value of the Company’s derivative financial instruments and classification on the Condensed Consolidated Statements of Financial Condition as of the dates presented:
NotionalAmount
OtherAssets
OtherLiabilities
Derivatives designated as hedging instruments
Interest rate swaps designated as cash flow hedges
500,000
9,819
650,000
14,053
Interest rate swaps designated as fair value hedges
100,000
1,480
(61
Derivatives not designated as hedging instruments
Other interest rate derivatives
1,013,279
11,312
(11,367
938,004
13,470
(13,569
Other credit derivatives
22,033
(6
15,491
(12
Total derivatives
1,635,312
(11,373
1,703,495
(13,642
Interest rate swaps designated as cash flow hedges—Cash flow hedges of interest payments associated with certain financial instruments had notional amounts totaling $500.0 million and $650.0 million as of June 30, 2026 and December 31, 2025, respectively. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value of the derivatives hedging instrument with the fair value of the designated hedged transactions. As of June 30, 2026, the cash flow hedges aggregating $500.0 million in notional amounts are comprised of $300.0 million pay-fixed interest rate swaps associated with certain deposits and other borrowings, and $200.0 million receive-fixed interest rate swaps associated with certain variable rate loans. As of June 30, 2026, pay-fixed interest rate swaps are comprised of four effective hedges and the receive-fixed interest rate swaps are comprised of four effective hedges.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivatives is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest income or expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest income or expense as interest payments are made on the hedged instruments. Interest recorded on these swap transactions included $2.4 million and $3.5 million of interest income recorded for each of the three months ended June 30, 2026 and 2025, respectively, and $5.3 million and $7.2 million of interest income recorded during six months ended June 30, 2026 and 2025, respectively. The interest is reported as a component of interest expense on deposits and other borrowings, and interest income on loans. As of June 30, 2026, the Company estimates $8.1 million of the net unrealized gain to be reclassified as a net decrease to interest expense during the next twelve months.
Accumulated other comprehensive income (loss) also includes the amortization of the remaining balance related to terminated interest rate swaps designated as cash flow hedges, which are over the original life of the cash flow hedge. In March 2023, the Company terminated interest rate swaps designated as cash flow hedges totaling $100.0 million, of which $50.0 million became effective in May 2023 and $50.0 million became effective in June 2023. 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 $1.6 million and $2.0 million as of June 30, 2026 and December 31, 2025, respectively.
The following table reflects the cash flow hedges as of June 30, 2026:
Notional amounts
Derivative assets fair value
Derivative liabilities fair value
Weighted average remaining maturity
1.2 years
Receive rates are determined at the time the swaps become effective. As of June 30, 2026, the weighted average pay rates of the four effective pay-fixed hedges for $300.0 million were 1.15% and the weighted average receive rates were 3.63%. As of June 30, 2026, the weighted average pay rates of the receive-fixed interest rate swaps of $200.0 million were 5.97% and the weighted average receive rates were 6.40%.
38
Interest rate swaps designated as fair value hedges—A fair value hedge associated with certain fixed-rate investment securities had notional amounts totaling $100.0 million as of June 30, 2026. The Company assesses the effectiveness of the hedging relationship by comparing the changes in fair value of the derivatives hedging instrument with the fair value of the designated hedged securities.
The following table reflects the fair value hedge as of June 30, 2026:
2.8 years
At June 30, 2026 and December 31, 2025, the amortized cost basis of the closed portfolios of available-for-sale securities assigned in this hedging relationship was $513.9 million and $552.5 million, respectively, and included a cumulative basis adjustment associated with this hedging relationship of $1.5 million loss and $98,000 gain, respectively. This represents the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities designated in fair value hedging arrangement.
The following table reflects the net gains (losses) recorded in accumulated other comprehensive income (loss) and the Condensed Consolidated Statements of Operations relating to the cash flow and fair value derivative instruments for the periods presented:
Interest Rate Swaps
For the three months ended June 30,
Amount ofGain Recognized in OCI
Amount of Net GainReclassified from AOCI toIncome as an Increase toNet Interest Income
Amount of Gain (Loss)Recognized inOther Non-Interest Income
2,448
3,721
For the six months ended June 30,
5,444
7,465
Other interest rate derivatives—Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
The total combined notional amount was $1.0 billion as of June 30, 2026 with maturities ranging from July 2026 to April 2036. The fair values of the interest rate derivative agreements are reflected in other assets and other liabilities with corresponding gains or losses reflected in non-interest income. During the three months ended June 30, 2026 and 2025, there were $565,000 and $1.1 million of net transaction fees, included in other non-interest income, related to these derivative instruments. During the six months ended June 30, 2026 and 2025, there were $835,000 and $1.6 million of net 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. Market risk is associated with changes in interest rates and credit risk relates to the Company’s risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Market and credit risks are managed and monitored as part of the Company’s overall asset-liability management process. The credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company’s loan underwriting process. The Company’s loan underwriting process also approves the Bank’s swap counterparty used to mirror the borrowers’ swap. The Company has a bilateral agreement with each swap counterparty that provides that fluctuations in derivative values are to be fully collateralized with either cash or securities.
The following table reflects other interest rate derivatives as of June 30, 2026:
11,367
Weighted average pay rates
5.42
Weighted average receive rates
6.05
3.4 years
Other derivatives—The Company has entered into risk participation agreements with counterparty banks to assume a portion of the credit risk related to borrower transactions. As of June 30, 2026 and December 31, 2025, the notional amount of risk participated in was $8.9 million and $9.0 million, respectively, and the notional amount of risk participated out was $13.1 million and $6.5 million, respectively. The credit risk related to these other derivatives 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 June 30, 2026 and December 31, 2025. The fair values of the credit derivatives is reflected in accrued interest receivable and other assets and accrued interest payable and other liabilities with corresponding gains or losses reflected in non-interest income or other comprehensive income.
The Company has agreements with its derivative counterparties that contain a cross-default provision under which if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations resulted in a net asset position.
The following table reflects amounts included in non-interest income in the Condensed Consolidated Statements of Operations relating to derivative instruments that are not designated in a hedging relationship for the periods presented:
(38
281
(1
Total (increase) decrease to non-interest income
153
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 Condensed Consolidated Statements of Financial Condition. The table below summarizes the Company’s interest rate derivatives and offsetting positions as of the dates presented:
DerivativeAssetsFair Value
DerivativeLiabilitiesFair Value
Gross amounts recognized
Less: Amounts offset in the Condensed Consolidated Statements of Financial Condition
Net amount presented in the Condensed Consolidated Statements of Financial Condition
Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition
Offsetting derivative positions
(1,198
1,198
(4,856
4,856
Collateral posted
(20,010
(17,520
Net credit exposure
1,415
(10,175
5,154
(8,786
As of June 30, 2026, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $11.4 million. If the Company had breached any of these provisions at June 30, 2026, it could have been required to settle its obligations under the agreements at their termination value less offsetting positions of $1.2 million. For purposes of this disclosure, the amount of posted collateral by the Company and counterparties is limited to the amount offsetting the derivative asset and derivative liability.
Note 17 – Share-Based Compensation
In June 2017, the Company's Board of Directors adopted, and the Company's stockholder approved, the 2017 Omnibus Incentive Compensation Plan (the " 2017 Omnibus Plan"). The 2017 Omnibus Plan provided for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. A total of 2,600,000 shares of our common stock were reserved for issuance under the Omnibus Plan.
In April 2026 the Company's Board of Directors adopted, and in June 2026, the Company's stockholders approved, the 2026 Omnibus Incentive Compensation Plan (the "2026 Omnibus Plan"). The 2026 Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other equity-based, equity-related or cash-based awards, and performance-based awards. A total of 1,697,594 shares of our common stock have been reserved for issuance under the 2026 Omnibus Plan. Upon approval of the 2026 Omnibus Plan, remaining shares eligible to be issued under the 2017 Omnibus Plan were canceled. As of June 30, 2026, there were 1,694,528 shares available for future grants under the 2026 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. The number of shares which may be earned under the award is dependent upon the Company’s return on average assets, weighted equally over a three-year period and measured against a peer group consisting of publicly-traded bank holding companies. Results will be measured cumulatively at the end of the three years. Any earned shares will vest on the third anniversary of the grant date.
During 2026, the Company granted 307,366 shares of restricted common stock, par value $0.01 per share. Of this total, 5,822 restricted shares will vest on the first anniversary of the grant date, 222,229 restricted shares will vest ratably over three years on each anniversary of the grant date, and 15,836 restricted shares will cliff vest on the third anniversary of the grant date, all subject to continued employment. In addition, 63,479 performance-based restricted shares were included in the 2026 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, 2028, measured against the KBW Regional Bank Index. Results will be measured cumulatively at the end of the three years and any earned shares will vest on the third anniversary of the grant date.
The following table discloses the changes in restricted shares for the six months ended June 30, 2026:
Omnibus Plans
Number of Shares
Weighted AverageGrant Date FairValue
Beginning balance, January 1, 2026
744,038
25.12
Granted
307,366
33.10
Incremental performance shares issued and vested
18,424
Vested
(364,254
24.95
Forfeited
(6,960
29.11
Ending balance outstanding at June 30, 2026
698,614
28.68
A total of 364,254 restricted shares vested during the six months ended June 30, 2026. A total of 336,592 restricted shares vested during the year ended December 31, 2025. The fair value of restricted shares that vested during the six months ended June 30, 2026 was $12.1 million. The fair value of restricted shares that vested during the year ended December 31, 2025 was $9.6 million.
The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date. Share-based compensation expense is included in non-interest expense in the Condensed Consolidated Statements of Operations. The fair value of the total stock return performance-based awards granted in 2026 and 2025 were calculated based on a Monte Carlo simulation, using the following assumptions:
Performance Based Grants
Risk-free interest rate
3.47
4.15
Expected term (years)
2.85 years
Expected stock price volatility
29.44% - 33.66%
30.01% - 34.52%
Weighted average grant date fair value
32.97
28.32
41
The following table summarizes restricted stock compensation expense for the periods presented:
Total share-based compensation - restricted stock
Income tax benefit
1,210
1,166
Unrecognized compensation expense
15,247
14,391
2.1 Years
The fair value of the unvested restricted stock awards at June 30, 2026 was $26.3 million.
Pursuant to the terms of the Agreement and Plan of Merger with First Evanston and its subsidiaries, dated as of November 27, 2017 (the "First Evanston Merger Agreement"), each outstanding First Evanston option held by a participant in the First Evanston Bancorp, Inc. Stock Incentive Plan (the "FEB Plan") ceased to represent a right to acquire shares of First Evanston common stock and was assumed and converted automatically into a fully vested and exercisable adjusted option to purchase shares of Byline common stock (each an "Adjusted Option"). In accordance with the First Evanston Merger Agreement, the number of shares of Byline common stock to which each such Adjusted Option relates is equal to the product (rounded down to the nearest whole share of Byline common stock) of: (a) the number of shares of First Evanston common stock subject to the First Evanston option immediately prior to May 31, 2018, multiplied by (b) 4.725. Each Adjusted Option has an exercise price per share of Byline common stock equal to the quotient (rounded up to the nearest whole cent) of (x) the per share exercise price of such First Evanston option immediately prior to May 31, 2018, divided by (y) 4.725. The description of the conversion process is based on, and qualified by, the First Evanston Merger Agreement.
The following table discloses the activity in shares subject to options under the FEB Plan and the weighted average exercise prices, in actual dollars, for the six months ended June 30, 2026:
FEB Plan
Weighted Average Exercise Price
Intrinsic Value
Weighted Average Remaining Contractual Term (in Years)
27,119
12.70
446
1.0
Exercised
(10,867
224
Expired
16,252
406
0.5
Exercisable at June 30, 2026
Under the FEB plan, 10,867 options were exercised during the six months ended June 30, 2026, with proceeds of $138,000 and a related tax benefit of $59,000. A total of 18,330 stock options were exercised under the FEB plan during the during the year ended December 31, 2025, with proceeds of $214,000 and a related tax benefit of $83,000.
42
Note 18—Earnings per Share
A reconciliation of the numerators and denominators for earnings per common share computations is presented below. 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 16,252 and 45,449 shares of common stock were outstanding as of June 30, 2026 and 2025, respectively. There were 698,614 and 768,776 restricted stock awards outstanding at June 30, 2026 and 2025, respectively. For the three and six months ended June 30, 2026 and 2025, there were no anti-dilutive weighted average shares outstanding.
The following represent the calculation of basic and diluted earnings per share for the periods presented:
Weighted-average common stock outstanding:
Weighted-average common stock outstanding (basic)
44,596,967
45,306,240
44,667,806
44,551,490
Incremental shares
192,225
178,152
233,743
253,359
Weighted-average common stock outstanding (dilutive)
44,789,192
45,484,392
44,901,549
44,804,849
Basic earnings per common share
Diluted earnings per common share
Note 19—Stockholders’ Equity
A summary of the Company’s preferred and common stock at the dates presented is as follows:
Common stock, voting
On December 5, 2024, we announced that our Board of Directors approved a 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, 2025 until December 31, 2025. We purchased 543,599 and 569,599 shares with a cost of $13.1 million and $13.8 million, respectively, under the stock repurchase program during the three and six months ended June 30, 2025.
Repurchased shares are recorded as treasury shares on the trade date using the treasury stock method, and the cash paid is recorded as treasury stock. Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders’ equity in the Condensed Consolidated Statements of Financial Condition.
On April 1, 2025 we issued 1,586,542 shares of our common stock in connection with the First Security acquisition. Please see Note 3—Acquisition of a Business for additional discussion.
On June 12, 2025, the Estate of Daniel L. Goodwin (the "Estate") and Equity Shares Investors, LLC, an affiliate of the Estate (the "Selling Stockholders"), completed their sale of 4,282,210 shares (the "Shares") of our common stock in a registered public offering (the "Offering") pursuant to our Registration Statement on Form S-3 filed under the Securities Act of 1933, as amended, that became automatically effective upon filing on June 10, 2025. The Shares were sold pursuant to an Underwriting Agreement, dated June 10, 2025, among Byline, the Selling Stockholders and J.P. Morgan Securities LLC, as sole underwriter for the Offering (the "Underwriter"). We did not receive any proceeds from the sale of the Shares by the Selling Stockholders. In addition, we purchased 418,235 of the Shares, under our existing stock repurchase program, from the
43
Underwriter at a price per share of $23.91, which was equal to the price per share paid by the Underwriter to the Selling Stockholders in the Offering.
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. We repurchased 274,528 and 592,736 shares with a cost of $9.1 million and $18.9 million, respectively, under the stock repurchase program during the three and six months ended June 30, 2026.
For the three months ended June 30, 2026 and 2025, cash dividends were declared and paid to stockholders of record of our common stock of $0.12 and $0.10 per share, respectively. For the six months ended June 30, 2026 and 2025, cash dividends were declared and paid to stockholders of record of our common stock of $0.24 and $0.20 per share, respectively.
On July 21, 2026, our Board of Directors declared a cash dividend of $0.14 per share payable on August 18, 2026 to stockholders of record of our common stock as of August 4, 2026.
Note 20—Consolidated Statements of Changes in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in accumulated other comprehensive income (loss) for the dates presented:
Unrealized Gains (Losses)on Cash Flow Hedges
Unrealized Gains (Losses) on Available-for-SaleSecurities
Total AccumulatedOther ComprehensiveIncome (Loss)
18,756
(115,140
Other comprehensive income (loss), net of tax
16,353
(106,592
21,595
(135,282
9,888
(91,455
8,268
(94,846
11,600
(84,675
Note 21—Segment Information
The Company has one reportable segment: banking operations. Loans and leases, securities, deposits, and non-interest income provide the revenues of the banking operation. Loan and lease products offered to customers generate a majority of the Company’s interest and fee income. Additionally, deposit products offered to customers generate fees and service charge income. Interest income earned on securities, and net gains on the sales of loans to third parties are other sources of revenue. Interest expense, provision for credit losses, salaries and employee benefits, and data processing provide the significant expenses in banking operations. These significant expenses are the same as those disclosed in the Company’s Consolidated Statements of Operations and Consolidated Statements of Cash Flows. Noncash items such as depreciation and amortization are also disclosed in the Company’s Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
The Company’s chief operating decision makers are the Chief Executive Officer and the President. The chief operating decision makers are provided with consolidated balance sheets, income statements, and net interest margin analyses in order to evaluate revenue streams, significant expenses, and budget-to-actual results in assessing the Company’s segment and determining the allocation of resources. Additionally, the chief operating decision makers review performance of various components of banking operations, such as loan portfolio types, funding sources, and overhead, to assess product pricing and significant expenses and to evaluate return on assets. The chief operating decision makers use consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring budget-to-actual results are used in assessing performance and in establishing compensation.
The accounting policies of the banking operations are the same as those described in Note 1–Business and Summary of Significant Accounting Policies. Additional information about these policies can be found in Note 1 of our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the SEC on February 27, 2026. All operations are domestic.
The following is a summary of certain operating information as of the dates and periods presented:
As of or For the Three Months Ended June 30,
As of or For the Six Months Ended June 30,
Interest and dividend income
Reconciliation of revenue:
Other noninterest income
Total consolidated revenue
161,182
159,010
315,376
308,724
Less:
Interest expense
Segment net interest income and noninterest income
117,712
110,453
230,113
213,533
Depreciation and amortization
2,608
3,169
5,333
6,017
Other segment items(1)
13,349
13,628
26,643
25,786
Income tax expense
Segment net income
Reconciliation of profit or loss:
Adjustments and reconciling items
Consolidated net income
Reconciliation of assets
Total assets for reportable segment
9,720,218
Total consolidated assets
(1) Other segment items include: legal, audit, and other professional fees, other occupancy expense, regulatory assessments, and advertising and promotion expense.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of Byline Bancorp, Inc.’s financial condition and results of operations and should be read in conjunction with our Unaudited Interim Condensed Consolidated Financial Statements and notes thereto included elsewhere in this report. The words "the Company," "we," "Byline," "management," "our" and "us" refer to Byline Bancorp, Inc. and its consolidated subsidiaries, unless we indicate otherwise. In addition to historical information, this discussion contains forward looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled "Special Note Regarding Forward Looking Statements" and "Risk Factors". Byline assumes no obligation to update any of these forward looking statements.
Forward-Looking Statements
Statements contained in this report and in other documents we file with or furnish to the Securities and Exchange Commission ("SEC") that are not historical facts may constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipates," "believes," "expects," "can," "could," "may," "predicts," "potential," "opportunity," "should," "will," "estimate," "plans," "projects," "continuing," "ongoing," "seeks," "intends" and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual strategies, actions or results to differ materially from those expressed in such statements, and are not guarantees of future results or other events or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions or results, based on management’s current expectations, assumptions and estimates on the date hereof, there can be no assurance that actual strategies, actions or results will not differ materially from expectations and, readers are cautioned not to place undue reliance on such statements.
Our ability to predict results or the actual effects of future plans, strategies or events is inherently uncertain. Factors which could cause actual results or conditions to differ materially from those reflected in forward-looking statements include:
These risks and uncertainties should be considered in evaluating any forward-looking statements, and undue reliance should not be placed on such statements. Forward looking statements speak only as of the date they are made. You should also consider the risks, assumptions and uncertainties set forth in the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on February 27, 2026, as well as those set forth in the reports we file with the SEC. We assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.
Overview
Our Business
We are a bank holding company headquartered in Chicago, Illinois, and conduct all our business activities through our subsidiary, Byline Bank, a full service commercial bank, and Byline Bank’s subsidiaries. Through Byline Bank, we offer a broad range of banking products and services to small and medium sized businesses, commercial real estate and financial sponsors and to consumers who generally live or work near our branches. We also offer online account opening to consumer and business customers through our website and provide trust and wealth management services to our customers. 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 California. We participate in U.S. government guaranteed lending programs and originate U.S. government guaranteed loans. Byline Bank is a leading originator of SBA loans and was the most active 7(a) lender in Illinois for the quarter ended June 30, 2026.
Our results of operations depend substantially on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and lease receivables, including accretion income on loans, investment securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent upon our generation of non-interest income, consisting primarily of income from fees and service charges on deposits, loan servicing revenue, wealth management and trust income, ATM and interchange fees, and net gains on sales of investment securities and loans. Other factors contributing to our results of operations include our provision for credit losses, provision for income taxes, and non-interest expenses, such as salaries and employee benefits, occupancy and equipment expenses, and other miscellaneous operating costs.
We reported consolidated net income of $40.2 million, or $0.90 per basic and $0.90 per diluted common share, for the three months ended June 30, 2026, compared to net income of $30.1 million, or $0.66 per basic and per diluted common share, for the three months ended June 30, 2025, an increase of $10.1 million. The increase in net income was principally attributable to a $4.9 million increase in net interest income and $4.8 million decrease in the provision for credit losses, partially offset by a $5.0 million increase to provision for income taxes.
We reported consolidated net income of $77.8 million, or $1.74 per basic and $1.73 per diluted common share, for the six months ended June 30, 2026, compared to net income of $58.3 million, or $1.31 per basic and $1.30 per diluted common share, for the six months ended June 30, 2025, an increase of $19.4 million. The increase in net income was principally attributable to a $16.5 million increase in net interest income and an $8.4 million decrease in the provision for credit losses, partially offset by a $7.9 million increase to provision for income taxes.
Dividends declared on common shares were $5.4 million and $4.6 million for the three months ended June 30, 2026 and 2025, respectively. Dividends paid on common shares were $5.7 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively.
Dividends declared on common shares were $10.9 million and $9.1 million for the six months ended June 30, 2026 and 2025, respectively. Dividends paid on common shares were $11.1 million and $9.1 million for the six months ended June 30, 2026 and 2025, respectively.
Our results of operations for the three months ended June 30, 2026 and 2025 yielded an annualized return on average assets of 1.63% and 1.25%, and an annualized return on average stockholders’ equity of 12.05% and 10.24%, respectively. Our results of operations for the six months ended June 30, 2026 and 2025 yielded an annualized return on average assets of 1.59% and 1.25%, and an annualized return on average stockholders’ equity of 11.74% and 10.28%, respectively.
As of June 30, 2026, we had consolidated total assets of $9.9 billion, total gross loans and leases outstanding of $7.6 billion, total deposits of $7.9 billion, and total stockholders’ equity of $1.3 billion.
First Security Bancorp, Inc. Acquisition
On April 1, 2025, we completed our acquisition of First Security Bancorp, Inc. ("First Security") under the terms of a definitive merger agreement. Refer to Note 3—Acquisition of a Business for additional information.
Critical Accounting Policies and Significant Estimates
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America ("GAAP") and to general practices within the banking industry. To prepare financial statements and interim financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes, which are based on information available as of the date of the financial statements. As this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.
These critical accounting policies and estimates include (i) determination of the allowance for credit losses, (ii) the valuation of intangible assets, such as goodwill, and assessment of impairment, (iii) fair value estimations, and (iv) the determination and assessment of impairment for other intangible assets.
There have been no significant changes in our application of the critical accounting policies and significant estimates since December 31, 2025. Information about these policies can be found in Note 1 of our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the SEC on February 27, 2026.
Recently Issued Accounting Pronouncements
Refer to Note 2 of our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026, which is included in this report, for a description of recent accounting pronouncements, including the effective dates of adoption and anticipated effects on our results of operations and financial condition.
Primary Factors Used to Evaluate Our Business
As a financial institution, we manage and evaluate various aspects of both our results of operations and our financial condition. We evaluate the levels and trends of the line items included in our consolidated financial statements as well as various financial ratios that are commonly used in our industry. We analyze these ratios and financial trends against our own historical performance, our budgeted performance, and the final condition and performance of comparable financial institutions in our region. Comparison of our financial performance against other financial institutions is impacted by the accounting for acquired non‑credit-deteriorated and purchased credit deteriorated loans.
Results of Operations
Selected Financial Data
As of or For the Three Months Ended
As of or For the Six Months Ended
Summary of Operations
Common Share Data
Adjusted diluted earnings per share(1)(3)
0.91
0.75
1.39
Weighted-average common shares outstanding (basic)
Weighted-average common shares outstanding (diluted)
Common shares outstanding
Cash dividends per common share
0.10
0.24
0.20
Dividend payout ratio on common stock
13.33
15.15
13.87
15.38
Book value per common share
28.86
26.00
Tangible book value per common share(1)
24.48
21.56
Key Ratios and Performance Metrics (annualized where applicable)
Net interest margin
4.28
4.18
4.30
4.13
Net interest margin, fully taxable equivalent (1)(4)
4.29
4.19
4.31
4.14
Average cost of deposits
1.92
2.27
1.91
2.28
Efficiency ratio(2)
46.93
52.61
48.32
53.11
Adjusted efficiency ratio(1)(2)(3)
46.51
48.20
48.11
50.54
Non-interest income to total revenues(1)
14.34
13.10
12.78
13.74
Non-interest expense to average assets
2.29
2.48
2.33
2.49
Adjusted non-interest expense to average assets(1)(3)
2.32
2.37
Return on average stockholders' equity
12.05
10.24
11.74
10.28
Adjusted return on average stockholders' equity(1)(3)
12.16
11.51
11.80
11.03
Return on average assets
1.63
1.25
1.59
Adjusted return on average assets(1)(3)
1.65
1.41
1.60
1.34
Pre-tax pre-provision return on average assets(1)
2.12
2.39
2.09
Adjusted pre-tax pre-provision return on average assets(1)(3)
2.51
2.40
2.21
Return on average tangible common stockholders' equity(1)
14.47
12.83
14.12
12.87
Adjusted return on average tangible common stockholders' equity(1)(3)
14.60
14.37
14.19
13.78
Non-interest-bearing deposits to total deposits
23.21
22.70
Loans and leases held for sale and loans and leases held for investment to total deposits
96.10
94.15
Deposits to total liabilities
91.22
91.59
Deposits per branch
178,881
173,566
Asset Quality Ratios
Non-performing loans and leases to total loans and leases held for investment
0.92
Non-performing assets to total assets
0.73
ACL to total loans and leases held for investment, net before ACL
1.48
1.47
Net charge-offs to average total loans and leases held for investment, net before ACL - loans and leases
0.43
0.41
Capital Ratios
Common equity to total assets
13.13
12.27
Tangible common equity to tangible assets(1)
11.36
10.39
Leverage ratio
12.79
11.92
Common equity tier 1 capital ratio
12.92
11.85
Tier 1 capital ratio
13.88
Total capital ratio
15.96
14.87
(1) Represents a non-GAAP financial measure. See "Reconciliations of non-GAAP Financial Measures" for a reconciliation to the most directly comparable GAAP financial measure.
(2) Represents non-interest expense less amortization of intangible assets divided by net interest income and non-interest income.
(3) Calculation excludes merger-related expenses, secondary public offering of common stock expense, and impairment on assets held for sale.
(4) 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
Net interest income, representing interest income less interest expense, is a significant contributor to our revenues and earnings. We generate interest income from interest and dividends on interest-earning assets, which include loans, leases and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, which include interest-bearing deposits, subordinated debt, Federal Home Loan Bank ("FHLB") advances, junior subordinated debentures and other borrowings. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of deposits and other funding sources, (iii) net interest spread, and (iv) net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources.
We also recognize income from the accretable discounts associated with the purchase of interest-earning assets. Because of our recapitalization and acquisitions, we derive a portion of our interest income from the accretable discounts on purchase credit deteriorated and acquired non-credit-deteriorated loans. The accretion is generally recognized over the life of the loan and is impacted by changes in expected cash flows on the loan. This accretion will continue to have an impact on our net interest income as long as loans acquired with a discount at acquisition represent a meaningful portion of our interest-earning assets. As of June 30, 2026, purchased credit deteriorated loans accounted for under ASC Topic 326 represented 1.1% of our loan and lease portfolio compared to 1.4% at December 31, 2025.
The following tables present, for the periods indicated, information about (i) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Yields have been calculated on a pre-tax basis (dollars in thousands).
AverageBalance(5)
InterestInc / Exp
Avg. Yield /Rate
145,381
1,132
3.12
183,162
1,667
3.65
Loans and leases(1)
7,472,818
6.84
7,220,834
7.12
Taxable securities
1,707,484
14,978
3.52
1,650,463
13,806
3.36
Tax-exempt securities(2)
131,354
850
2.60
154,719
1,098
2.85
Total interest-earning assets
9,457,037
144,484
6.13
9,209,178
144,770
6.31
(111,021
(106,278
All other assets
536,969
530,917
TOTAL ASSETS
9,882,985
9,633,817
Interest checking
1,050,011
5,048
1.93
820,341
3,551
Money market accounts
2,854,519
18,585
2.61
2,905,465
22,749
3.14
Savings
490,500
130
0.11
506,874
139
Time deposits
1,624,667
13,575
3.35
1,810,909
17,941
3.97
Total interest-bearing deposits
6,019,697
6,043,589
2.95
442,187
2.97
298,916
1.87
145,672
7.87
145,175
7.68
Total borrowings
587,859
6,132
444,091
4,177
3.77
Total interest-bearing liabilities
6,607,556
2.64
6,487,680
3.00
1,792,439
1,802,639
Other liabilities
145,406
164,944
1,337,584
1,178,554
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
Net interest spread(3)
3.49
3.31
Net interest income, fully taxable equivalent
101,014
96,213
Net interest margin, fully taxable equivalent(2)(4)
Reconciliation to reported net interest income:
Less: Tax-equivalent adjustment
178
231
Net interest margin(4)
Net loan accretion impact on margin
2,476
2,978
0.13
136,102
2,125
3.15
158,975
2,684
3.41
7,471,059
7,079,099
7.11
1,662,005
28,956
3.51
1,605,910
25,551
3.21
133,272
1,781
2.70
154,827
2,190
9,402,438
286,336
6.14
8,998,811
279,854
6.27
(110,203
(102,914
548,408
515,629
9,840,643
9,411,526
979,697
8,824
1.82
793,281
6,813
2,912,640
37,981
2.63
2,757,010
42,367
3.10
490,067
257
495,852
1,588,880
26,560
3.37
1,816,576
36,984
4.11
5,971,284
5,862,719
434,910
5,915
2.74
318,420
2.05
Federal funds purchased
746
4.27
145,553
7.91
145,097
7.69
581,209
11,641
4.04
463,517
8,762
3.81
6,552,493
2.62
6,326,236
3.03
1,791,789
1,766,689
160,846
174,051
1,335,515
1,144,550
3.24
201,073
184,663
374
460
4,447
5,573
Changes in the market interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. In addition, our interest income includes the accretion of the discounts on our acquired loans, which will also affect our net interest spread, net interest margin and net interest income.
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table sets forth the effects of changing rates and volumes on our net interest income during the periods shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Changes applicable to both volume and rate have been allocated to volume. Yields have been calculated on a pre-tax basis. The table below is a summary of increases and decreases in interest income and interest expense resulting from changes in average balances (volume) and changes in average interest rates (dollars in thousands):
51
Compared to Three Months Ended June 30, 2025
Increase (Decrease) Due to
Volume
Rate
Interest income
(293
(242
(535
4,366
(5,041
(675
514
1,172
(152
(96
(248
Total interest income
4,435
(4,721
(286
1,108
389
1,497
(325
(3,839
(4,164
(9
(1,567
(2,799
(4,366
(793
(6,249
1,058
819
1,877
78
1,067
888
1,955
274
(5,361
(5,087
4,161
640
4,801
Compared to Six Months Ended June 30, 2025
(354
(205
(559
13,523
(9,478
4,045
2,389
3,405
(294
(115
(409
13,891
(7,409
6,482
1,657
2,011
2,040
(6,426
(4,386
(8
(3,758
(6,666
(10,424
(69
(12,738
(12,807
1,591
1,093
159
179
1,627
1,252
2,879
1,558
(11,486
(9,928
12,333
4,077
16,410
Net interest income for the three months ended June 30, 2026 was $100.8 million compared to $96.0 million during the same period in 2025, an increase of $4.9 million, or 5.1%. Interest income decreased $233,000 for the three months ended June 30, 2026 compared to the same period in 2025 primarily a result of lower yields on the loan and lease portfolio, partially offset by growth in the loan and lease portfolio. Interest expense decreased by $5.1 million for the three months ended June 30, 2026 compared to the same period in 2025 mostly due to lower rates paid on interest-bearing deposits, primarily money market accounts and time deposits.
Net interest income for the six months ended June 30, 2026 was $200.7 million compared to $184.2 million during the same period in 2025, an increase of $16.5 million, or 9.0%. Interest income increased $6.6 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily from growth in the loan and lease portfolio, offset by lower yields on loans and leases. Interest expense decreased by $9.9 million for the six months ended June 30, 2026 compared to the same period in 2025 mostly due lower rates paid on interest-bearing deposits, primarily money market accounts and time deposits.
The net interest margin for the three months ended June 30, 2026 was 4.28%, an increase of ten basis points compared to 4.18% for the three months ended June 30, 2025. The increase was primarily attributable to lower rates paid on money market accounts and time deposits, offset by lower yields on loans and leases. The net interest margin for the six months ended June 30, 2026 was 4.30%, an increase
of 17 basis points compared to 4.13% for the six months ended June 30, 2025. The increase was primarily attributable to lower rates paid on money market accounts and time deposits, offset by lower yields on loans and leases.
Net loan accretion income was $2.5 million for the three months ended June 30, 2026 compared to $3.0 million for the three months ended June 30, 2025, a decrease of $502,000 mainly due to acquired loans converting to originated. Total net loan accretion on acquired loans contributed 11 basis points to the net interest margin for the three months ended June 30, 2026 compared to 13 basis points for the three months ended June 30, 2025. Net loan accretion income was $4.4 million for the six months ended June 30, 2026 compared to $5.6 million for the six months ended June 30, 2025, a decrease of $1.1 million due to acquired loans converting to originated and charge-offs of PCD loans. Total net loan accretion on acquired loans contributed ten basis points to the net interest margin for the six months ended June 30, 2026 compared to 12 basis points for the six months ended June 30, 2025. Estimated projected accretion income for the remaining periods as of June 30, 2026 is summarized as follows (dollars in thousands):
EstimatedProjectedAccretion(1)(2)
2,058
2,843
1,692
1,183
799
7,831
16,406
(1) Estimated projected accretion excludes contractual interest income on acquired loans and leases.
(2) Projections are undated quarterly, assume no prepayments, and are subject to change.
Provision for Credit Losses
The provision for credit losses reflects the amount required to maintain the ACL at an appropriate level based upon management’s evaluation of collectively and individually evaluated loss reserves. The provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management’s evaluation, is appropriate to provide coverage for current expected credit losses in the loan and lease portfolio. The ACL is increased by the provision for credit losses and is decreased by charge-offs, net of recoveries on prior charge-offs.
The provision for credit losses was $7.2 million for the three months ended June 30, 2026, compared to $11.9 million for the three months ended June 30, 2025, a decrease of $4.8 million and is comprised of a provision for credit losses - loans and leases and a provision for credit losses - unfunded commitments. Provision for credit losses - loans and leases was $7.4 million for the three months ended June 30, 2026, and $11.8 million for the three months ended June 30, 2025, a decrease of $4.3 million. The provision for credit losses - unfunded commitments was a recapture of $266,000 and a provision of $166,000 for the three months ended June 30, 2026 and 2025, respectively.
The provision for credit losses was $12.7 million for the six months ended June 30, 2026, compared to $21.1 million for the six months ended June 30, 2025, a decrease of $8.4 million. Provision for credit losses - loans and leases was $13.4 million for the six months ended June 30, 2026, and $20.8 million for the six months ended June 30, 2025, a decrease of $7.4 million. On April 1, 2025, a provision for credit losses of $864,000 was recorded on acquired non-credit-deteriorated loans related to the First Security acquisition. The provision for credit losses - unfunded commitments reflects a recapture of $724,000 and a provision of $269,000 for the six months ended June 30, 2026 and 2025, respectively.
53
Non-Interest Income
The following table presents the major components of non-interest income for the periods presented (dollars in thousands):
QTD 2026Compared to 2025
YTD 2026Compared to 2025
$ Change
% Change
8.4
436
8.2
(24
(0.8
)%
(26
(0.4
1,024
(47.6
213
(6.6
318
30.0
215
10.3
58
NM
731
(1,179
681
12.6
1,211
11.7
196
18.3
376
17.5
(799
(24.0
(1,220
(21.7
2,405
16.6
84
0.3
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. Fees and service charges on deposits were $2.9 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively. Fees and service charges on deposits were $5.8 million and $5.3 million for the six months ended June 30, 2026 and 2025, respectively. The increases were primarily due to growth in deposits and increased fees.
While portions of the loans that we originate are sold and generate gains on sale revenue, servicing rights for the majority of loans that we sell are retained by us. In exchange for continuing to service loans that have been sold, we receive servicing revenue from a portion of the interest cash flow of the loan. We generated $3.0 million and $3.1 million in loan servicing revenue on the sold portion of the U.S. government guaranteed loans for the three months ended June 30, 2026 and 2025, respectively. We generated $6.1 million in loan servicing revenue on the sold portion of the U.S. government guaranteed loans for each of the six months ended June 30, 2026 and 2025. The decrease in revenue in each period is due to lower volume of loans serviced. At June 30, 2026 and 2025, the outstanding balance of guaranteed loans serviced was $1.6 billion and $1.7 billion, respectively.
Loan servicing asset revaluation represents net changes in the fair value of our servicing assets. Loan servicing asset revaluation had a downward adjustment of $1.1 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively, a change of $1.0 million. Loan servicing asset revaluation had a downward adjustment of $3.0 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively, a change of $213,000. Change in the revaluations were mainly due to changes in the size of the serviced loan portfolio, offset by decreases to the discount rate and longer weighted-average life of the loans.
ATM and interchange fees were $1.4 million for the three months ended June 30, 2026 compared to $1.1 million for the three months ended June 30, 2025, an increase of $318,000 or 30.0%. ATM and interchange fees were $2.3 million for the six months ended June 30, 2026 compared to $2.1 million for the six months ended June 30, 2025, an increase of $215,000 or 10.3%. The increases were primarily due to higher interchange fees and higher third-party merchant fees.
Net gains on sales of loans were $6.1 million for the three months ended June 30, 2026 compared to $5.4 million for the three months ended June 30, 2025, an increase of $681,000 or 12.6%. We sold $78.1 million of U.S. government guaranteed loans during the three months ended June 30, 2026 compared to $73.0 million during the three months ended June 30, 2025. Net gains on sales of loans were $11.6 million for the six months ended June 30, 2026 compared to $10.4 million for the six months ended June 30, 2025, an increase of $1.2 million or 11.7%. The increases were mainly due to an increase in guaranteed balances sold. We sold $149.9 million of U.S. government guaranteed loans during the six months ended June 30, 2026 compared to $143.2 million during the six months ended June 30, 2025.
Wealth management and trust income represents fees charged to customers for investment, trust, or wealth management services and are primarily determined by total assets under administration. Wealth management and trust income was $1.3 million for the three months ended June 30, 2026 compared to $1.1 million for the three months ended June 30, 2025, an increase of $196,000 or 18.3%. Wealth management and trust income was $2.5 million for the six months ended June 30, 2026 compared to $2.2 million for the six months ended June 30, 2025, an increase of $376,000 or 17.5%. The increases were primarily driven by increases to assets under management. Assets under management were $1.0 billion and $869.1 million as of June 30, 2026 and 2025, respectively, an increase of $138.6 million or 16.0%.
Other non-interest income was $2.5 million for the three months ended June 30, 2026, compared to $3.3 million for the three months ended June 30, 2025, a decrease of $799,000 or 24.0%. Other non-interest income was $4.4 million for the six months ended June 30, 2026 compared to $5.6 million for the six months ended June 30, 2025, a decrease of $1.2 million or 21.7%. These decreases were primarily driven by lower swap fee income, lower gains on sales of leased equipment and higher income associated with bank owned life insurance during 2025.
54
Non-Interest Expense
The following table presents the major components of non-interest expense for periods presented (dollars in thousands):
(2,163
(5.7
(2,170
(2.9
(674
(14.2
(1,081
(11.3
100.0
(186
(19.7
(84
(4.7
(1,612
(33.3
(1,619
(20.0
(120
(2.4
(366
(3.6
181
949
(264
(17.6
(147
(5.6
1,219
25.2
17.0
(3,123
(5.2
(2,363
(2.0
Salaries and employee benefits, the single largest component of our non-interest expense, totaled $35.7 million and $37.8 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of $2.2 million, or 5.7%. Salaries and employee benefits, totaled $71.9 million for the six months ended June 30, 2026 compared to $74.1 million for the six months ended June 30, 2025, a decrease of $2.2 million, or 2.9%. These decreases were primarily a result of merger-related expenses incurred during the three and six months ended June 30, 2025.
Occupancy and equipment expenses, net was $4.1 million for the three months ended June 30, 2026, compared to $4.7 million for the three months ended June 30, 2025, a decrease of $674,000 or 14.2%. Occupancy and equipment expenses, net was $8.5 million for the six months ended June 30, 2026, compared to $9.6 million for the six months ended June 30, 2025, a decrease of $1.1 million or 11.3%. The decreases in both periods were driven by lower depreciation expense on software, lower maintenance expenses, and lower rent expenses.
Loan and lease related expenses were $752,000 for the three months ended June 30, 2026 compared to $938,000 for the three months ended June 30, 2025, a decrease of $186,000, or 19.8%. Loan and lease related expenses were $1.7 million for the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30, 2025, a decrease of $84,000 or 4.7%. These decreases were primarily driven by lower government guaranteed loan expenses during the three and six months ended June 30, 2026.
Legal, audit, and other professional fees were $3.2 million for the three months ended June 30, 2026 compared to $4.8 million for the three months ended June 30, 2025, a decrease of $1.6 million or 33.3%. Legal, audit, and other professional fees were $6.5 million for the six months ended June 30, 2026 compared to $8.1 million for the six months ended June 30, 2025, a decrease of $1.6 million or 20.0%. The decrease for both periods were principally driven by merger-related expenses and fees and expenses related to the secondary offering of common stock that were incurred during the three and six months ended June 30, 2025.
Data processing was $4.9 million for the three months ended June 30, 2026 compared to $5.0 million for the three months ended June 30, 2025, a decrease of $120,000 or 2.4%. Data processing was $9.8 million for the six months ended June 30, 2026, compared to $10.2 million for the six months ended June 30, 2025, a decrease of $366,000 or 3.6%. These decreases were driven mainly by lower outside services spending due to merger-related data processing expenses incurred during the three and six months ended June 30, 2025, these were offset by higher software fees for the three and six months ended June 30, 2026.
Other non-interest expense was $6.0 million for the three months ended June 30, 2026 compared to $4.8 million for the three months ended June 30, 2025, an increase of $1.2 million or 25.2%. Other non-interest expense was $11.4 million for the six months ended June 30, 2026, compared to $9.7 million for the six months ended June 30, 2025, an increase of $1.7 million or 17.0%. The increase for both periods was primarily driven by a gain on the sale of asset recorded in the three months ended June 30, 2025 and increases in advertising and promotions for the three and six months ended June 30, 2026.
Our efficiency ratio was 46.93% for the three months ended June 30, 2026 compared to 52.61% for the three months ended June 30, 2025. Our adjusted efficiency ratio was 46.51% for the three months ended June 30, 2026 compared to 48.20% for the three months ended June 30, 2025. The change in our efficiency ratio was mainly driven by higher net interest income and lower non-interest expense. Our efficiency ratio was 48.32% for the six months ended June 30, 2026, compared to 53.11% for the six months ended June 30, 2025. Our adjusted efficiency ratio was 48.11% for the six months ended June 30, 2026, compared to 50.54% for the six months ended June 30, 2025. The change in our efficiency ratio was principally driven by higher net interest income.
Please refer to the "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.
Income Taxes
Our provision for income taxes for the three months ended June 30, 2026 totaled $13.9 million compared to $8.8 million for the three months ended June 30, 2025, an increase of $5.0 million, or 57.0%. The increase in income tax expense was principally due to higher net income before provision for income taxes, and lower discrete tax benefit due to the exercise of stock options and vesting of restricted shares. Our effective tax rate was 25.7% for the three months ended June 30, 2026 and 22.7% for the three months ended June 30, 2025.
Our provision for income taxes for the six months ended June 30, 2026 totaled $26.0 million compared to $18.1 million for the six months ended June 30, 2025, an increase of $7.9 million or 43.8%. The increase in income tax expense was principally due higher net income before provision for income taxes, and lower discrete tax benefit due to the exercise of stock options and vesting of restricted shares. Our effective tax rate was 25.0% for the six months ended June 30, 2026 and 23.7% for the six months ended June 30, 2025.
We expect our effective tax rate for 2026 to be approximately 25-27%.
Financial Condition
Condensed Consolidated Statements of Financial Condition Analysis
Our total assets increased by $279.8 million, or 2.9%, to $9.9 billion at June 30, 2026 compared to $9.7 billion at December 31, 2025. The increase in total assets was primarily due to an increase in securities available-for-sale of $211.6 million, or 15.1%.
Total liabilities increased by $243.5 million, or 2.9%, to $8.6 billion at June 30, 2026 compared to $8.4 billion at December 31, 2025. Total deposits increased by $223.3 million, or 2.9%, driven by growth in interest-bearing checking accounts and time deposits. Other borrowings increased by $40.9 million, or 9.7%, due to increased FHLB advances.
Investment Portfolio
Our investment securities portfolio consists of securities classified as available-for-sale. There were no securities classified held-to-maturity or as trading in our investment portfolio as of June 30, 2026 or December 31, 2025. All available-for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest. Securities available-for-sale consist primarily of residential mortgage-backed securities, commercial mortgage-backed securities and U.S. government agencies securities.
Securities available-for-sale increased by $211.6 million, or 15.1%, from $1.4 billion at December 31, 2025 to $1.6 billion at June 30, 2026. The increase was primarily attributed to purchases of securities, mainly mortgage-backed securities.
The following table summarizes the fair value of the available-for-sale securities portfolio as of the dates presented (dollars in thousands):
Total available-for-sale
Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At June 30, 2026, we evaluated the securities that had an unrealized loss for credit losses and determined there were none. There were 252 investment securities with unrealized losses at June 30, 2026. 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. 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.
56
The following table (dollars in thousands) set forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of June 30, 2026. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
Maturity as of June 30, 2026
Due in One Year or Less
Due from One toFive Years
Due from Five toTen Years
Due after Ten Years
WeightedAverageYield(1)
19,949
3.88
9,798
4.25
U.S. government agencies
4,999
3.33
86,181
1.53
19,845
1.81
1,827
4,368
3.05
10,950
3.19
20,147
Residential mortgage- backed securities
4,428
45,959
1.62
199,097
1.61
707,383
3.09
Commercial mortgage- backed securities
9,784
18,170
33,811
2.89
308,617
3.74
2,510
3.06
16,281
2,000
3.13
52,475
3.84
10,502
43,497
3.34
233,232
2.47
276,205
1.96
1,190,418
3.68
Total non-taxable securities classified as obligations of states, municipalities and political subdivisions were $23.4 million at June 30, 2026, a decrease of $15.5 million from December 31, 2025.
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 June 30, 2026 or December 31, 2025.
Restricted Stock
As a member of the FHLB system, Byline Bank is required to maintain an investment in the capital stock of the FHLB. No market exists for this stock, and it has no quoted market value. The stock is redeemable at par by the FHLB and is, therefore, carried at cost. In addition, Byline Bank owns stock of Bankers’ Bank that was acquired as part of a bank acquisition. The stock is redeemable at par and carried at cost. As of June 30, 2026 and December 31, 2025, we held $18.8 million and $21.3 million, respectively, in FHLB and Bankers’ Bank stock. We evaluate impairment of our investment in FHLB and Bankers’ Bank based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. We did not identify any indicators of impairment of FHLB and Bankers’ Bank stock as of June 30, 2026 and December 31, 2025.
Loan and Lease Portfolio
Lending-related income is the most important component of our net interest income and is the main driver of the results of our operations. Total loans and leases were $7.5 billion at June 30, 2026, an increase of an increase of $33.0 million, or 0.4% from December 31, 2025. Originated loans and leases were $7.1 billion at June 30, 2026, an increase of $192.3 million, or 2.8%, compared to $6.9 billion at December 31, 2025. Purchased credit deteriorated loans and acquired non-credit-deteriorated loans and leases were $472.9 million at June 30, 2026, a decrease of $159.2 million, or 25.2%, compared to $632.1 million at December 31, 2025. The increase in our originated portfolio was primarily attributed to organic loan and lease growth, and renewals of acquired loans and leases that are now reflected with originated loans. The decrease in the purchased credit deteriorated and acquired non-credit-deteriorated loan and lease portfolio was driven by renewals reflected in originated loans as well as resolutions.
We strive to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral. Loans, excluding leases, are typically made to real estate, manufacturing, wholesale, retail and service businesses for working capital needs, business expansions and operations. As of June 30, 2026, the loan portfolio included $412.3 million of unguaranteed 7(a) SBA and USDA loans with exposure to the following top three industries: 18.5% retail trade, 16.7% accommodation and food services, and 7.7% health care and social assistance. The following table shows our allocation of originated, purchase credit deteriorated and acquired non-credit-deteriorated loans and leases as of the dates presented (dollars in thousands):
% of Total
Originated loans and leases
30.5
31.1
7.6
4.6
4.8
41.3
38.0
0.1
0.0
Leasing financing receivables
9.6
10.0
Total originated loans and leases
93.7
91.5
Purchased credit deteriorated loans
0.8
0.9
0.2
1.1
1.4
Acquired non-credit-deteriorated loans and leases
2.0
2.7
2.3
0.6
1.3
5.2
7.1
Total loans and leases, net of allowance for credit losses - loans and leases
Loans collateralized by real estate include: commercial real estate, residential real estate, and construction, land development, and other land. In the aggregate, loans collateralized by real estate comprised 47.8% and 50.3% of the total loan and lease portfolio at June 30, 2026 and December 31, 2025, respectively.
Commercial Real Estate Loans. Commercial real estate ("CRE") loans comprised the largest portion of the real estate loan portfolio as of June 30, 2026 and December 31, 2025 and totaled $2.5 billion, or 69.8% of real estate loans and 33.3% of the total loan and lease portfolio at June 30, 2026. At December 31, 2025, commercial real estate loans totaled $2.6 billion and comprised 69.1% of real estate loans and 34.7% of the total loan and lease portfolio. Acquired non-credit-deteriorated and purchased credit deteriorated CRE loans decreased from $269.1 million as of December 31, 2025 to $211.4 million as of June 30, 2026, a decrease of $57.7 million, or 21.4%.
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. The following tables present details of our commercial real estate portfolio by collateral type and state (location of the property), as of the date presented:
Owner Occupied Amount
Owner Occupied % of Total Loans and Leases
Non-Owner Occupied Amount
Non-Owner Occupied % of Total Loans and Leases
Total Amount
% of Total Loans and Leases
CRE by Collateral Type
Industrial/Warehouse
702,996
9.3
442,882
5.9
1,145,878
15.2
Retail/Restaurant
393,523
203,222
596,745
7.9
Office
81,184
136,503
1.8
217,687
2.9
Gas Stations
118,672
1.6
6,835
125,507
1.7
Mixed Use
54,674
0.7
56,901
111,575
1.5
Other(1)
200,027
114,636
314,663
4.2
CRE, prior to deferred fees and costs
1,551,076
20.6
960,979
12.8
33.4
3,651
3,121
Total CRE
1,554,727
960,449
CRE by State
Illinois
1,191,034
15.8
580,702
7.7
1,771,736
23.5
Wisconsin
80,570
59,112
139,682
1.9
New Jersey
9,156
66,708
75,864
California
40,734
33,441
0.4
74,175
Indiana
42,143
15,597
57,740
Florida
21,575
35,351
56,926
Arizona
19,099
36,694
55,793
Michigan
37,510
16,010
53,520
North Carolina
4,937
32,081
37,018
Ohio
2,817
25,491
28,308
Texas
18,290
7,503
25,793
Georgia
4,494
19,875
24,369
All Others(2)
78,717
32,414
111,131
(1) Represents collateral types that represent less than 1% of the total loan and lease portfolio.
(2) Represents states and territories with less than 1% of the CRE portfolio.
The composition of the commercial real estate loan portfolio remained stable at June 30, 2026 compared to December 31, 2025. Industrial/warehouse, retail/restaurant, and office remain the top three collateral types in the CRE portfolio, and represented 26.0% of total loans and leases held for investment at June 30, 2026 compared to 27.0% at December 31, 2025. CRE office represents 8.7% of our total CRE portfolio as of June 30, 2026, compared to 9.2% as of December 31, 2025. Geographically, CRE loans in Illinois were 23.5% of total loans and leases held for investment and represented 70.4% of total CRE loans at June 30, 2026, compared to 23.5% of total loans and leases
held for investment and 67.6% of total CRE loans at December 31, 2025. CRE loans outside of Illinois comprised 9.9% of total loans and leases held for investment as of June 30, 2026, compared to 11.2% as of December 31, 2025.
Owner occupied CRE loans were $1.6 billion, or 20.6% of our loan and lease portfolio at June 30, 2026, compared to $1.5 billion, or 20.2% of our loan and lease portfolio at December 31, 2025, an increase of $33.1 million, or 2.2%. Non-owner occupied CRE loans were $960.4 million, or 12.7% of our loan and lease portfolio at June 30, 2026, compared to $1.1 billion, or 14.5% of our loan and lease portfolio at December 31, 2025, a decrease of $125.1 million, or 11.5%. Non-owner occupied CRE loans were 70.2% and 82.9% of Byline Bank's total capital, at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026 and December 31, 2025, 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 243.8% and 268.3%, respectively. We have not experienced a portfolio concentration shift during the six months ended June 30, 2026, nor have we changed our CRE underwriting standards.
Residential real estate loans. Residential real estate loans totaled $742.7 million at June 30, 2026 compared to $757.4 million at December 31, 2025, a decrease of $14.7 million, or 1.9%. The residential real estate loan portfolio comprised 20.6% and 20.1% of real estate loans as of June 30, 2026 and December 31, 2025, respectively, and 9.8% and 10.2% of total loans and leases at June 30, 2026 and December 31, 2025, respectively. Purchased credit deteriorated and acquired non-credit-deteriorated residential real estate loans decreased from $190.3 million at December 31, 2025 to $167.7 million at June 30, 2026, a decrease of $22.6 million, or 11.9%. Multifamily real estate loans were $456.4 million and $476.1 million, or 33.3% and 36.4% of Byline Bank's total capital, at June 30, 2026 and December 31, 2025, respectively.
Construction, land development, and other land loans. Construction, land development, and other land loans totaled $347.3 million at June 30, 2026 compared to $408.1 million at December 31, 2025, a decrease of $60.8 million, or 14.9%. The construction, land development and other land loan portfolio comprised 9.6% and 10.8% of real estate loans at June 30, 2026 and December 31, 2025, respectively, and 4.6% and 5.4% of the total loan and lease portfolio at June 30, 2026 and December 31, 2025, respectively. The construction, land development and other land loan portfolio was 25.3% and 31.1% of Byline Bank's total capital, at June 30, 2026 and December 31, 2025, respectively.
Commercial and industrial loans. Commercial and industrial loans totaled $3.2 billion at June 30, 2026 and $3.0 billion at December 31, 2025, an increase of $239.8 million, or 8.1%. The commercial and industrial loan portfolio comprised 42.5% and 39.5% of the total loan and lease portfolio at June 30, 2026 and December 31, 2025, respectively. Included in the commercial and industrial loans is our sponsored finance portfolio, as of June 30, 2026 we had $818.9 million in sponsor finance loans outstanding to 71 portfolio companies. The commercial and industrial portfolio was 235.3% and 227.1% of Byline Bank's total capital, at June 30, 2026 and December 31, 2025, respectively.
Lease financing receivables. Lease financing receivables comprised 9.6% and 10.0% of the loan and lease portfolio at June 30, 2026 and December 31, 2025, respectively. Total lease financing receivables were $721.1 million and $752.3 million at June 30, 2026 and December 31, 2025, respectively, a decrease of $31.2 million, or 4.1%.
Loan and Lease Portfolio Maturities and Interest Rate Sensitivity
The following table shows our loan and lease portfolio by scheduled maturity at June 30, 2026 (dollars in thousands):
Due after One YearThrough Five Years
Due after Five YearsThrough Fifteen Years
Due after Fifteen Years
FloatingRate
FixedRate
214,548
322,218
903,288
449,812
136,602
126,119
7,005
144,193
60,638
76,725
137,602
155,461
14,546
75,784
45,537
8,769
15,901
121,447
20,255
174,917
750
9,256
2,052
138,774
707,633
395,309
1,350,898
176,568
316,889
28,119
6,019
1,590
1,818
128
39,302
650,346
31,442
470,753
1,228,023
2,108,618
2,132,369
360,036
528,048
80,661
161,033
10,255
8,915
22,360
15,168
86
2,377
3,177
410
5,303
3,196
270
3,173
2,068
4,508
65
14,091
11,999
28,195
21,020
3,282
2,647
Acquired non-credit- deteriorated loans and leases
40,934
7,217
57,159
18,362
2,741
22,195
2,019
1,603
10,192
885
26,787
4,253
4,457
5,447
3,665
93,023
7,519
659
28,147
10,229
31,767
2,216
2,918
1,986
Total acquired non-credit- deteriorated loans and leases
58,660
11,679
112,093
34,830
38,965
29,858
5,684
94,626
543,504
1,251,701
2,248,906
2,188,219
402,283
560,553
89,518
257,727
At June 30, 2026, 43.5% of the loan and lease portfolio bears interest at fixed rates and 56.5% at floating rates. The expected life of our loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. As a portion of the portfolio is accounted for under ASC 326, the carrying value is affected by estimates and it is impracticable to allocate scheduled payments for those loans. Consequently, the tables presented include information limited to contractual maturities of the underlying loans
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 on a more frequent basis. The ACL reflects management’s estimate of current expected credit losses inherent in the loan and lease portfolios. The computation includes elements of judgment and high levels of subjectivity. Factors considered by us include, but are not limited to, actual loss experience, peer loss experience, changes in size and risk profile of the portfolio, identification of individual problem loan and lease situations that may affect a borrower’s ability to repay, application of a reasonable and supportable forecast, and evaluation of the prevailing economic conditions. Changes in conditions may necessitate revision of the estimate in future periods. We assess the ACL based on three categories: (i) originated loans and leases, (ii) acquired non-credit-deteriorated loans and leases, and (iii) PCD loans.
Total ACL was $111.9 million at June 30, 2026 compared to $108.8 million at December 31, 2025, an increase of $3.0 million or 2.8%. Total ACL to total loans and leases held for investment, net before ACL, was 1.48% and 1.45% of total loans and leases at June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, approximately $31.4 million of the ACL was allocated to the unguaranteed portion of SBA 7(a) and USDA loans.
The following tables present an analysis of the allowance for credit losses - loans and leases for the periods presented (dollars in thousands):
ResidentialRealEstate
Construction,Land Development,and Other Land
CommercialandIndustrial
Balance at March 31, 2026
Provision/(recapture) for PCD loans
(349
140
(275
Provision/(recapture) for acquired non-credit-deteriorated loans
(231
(383
(102
(676
Provision/(recapture) for originated loans
(49
7,377
(36
8,379
Total provision/(recapture)
Charge-offs for PCD loans
Charge-offs for acquired non-credit deteriorated loans
Charge-offs for originated loans
Total charge-offs
Recoveries for PCD loans
Recoveries for acquired non-credit deteriorated loans
Recoveries for originated loans
1,726
1,869
Total recoveries
Net (charge-offs) recoveries
(163
(3,638
(653
(4,446
Balance at June 30, 2026
Ratio of net charge-offs to avg. loans outstanding during the quarter (annualized)
PCD loans
0.00
Acquired non-credit-deteriorated loans
Originated loans
Balance at December 31, 2025
(614
(65
(97
(617
(480
(27
(412
(198
(1,154
(410
(874
15,558
15,194
256
2,492
2,990
(624
(8,540
(1,248
(10,396
Ratio of net charge-offs to avg. loans outstanding during the year (annualized)
0.23
Ending ACL Balances
816
217
2,479
1,273
342
2,488
22,784
2,047
71,333
106,894
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
Loans and leases ending balance
Total loans and leases at June 30, 2026, gross
Loans ending balance as a percentage of total loans, gross
0.47
0.17
0.79
1.44
32.88
9.84
4.43
41.72
9.56
98.56
33.35
9.85
4.60
42.51
100.00
62
Balance at March 31, 2025
(193
(54
(323
266
97
(98
Provision for originated loans
7,013
(405
3,986
11,516
Total provision
(2,776
Charge-offs for acquired non-credit-deteriorated loans
Charge-offs for originated loans and leases
(2,502
(5,584
Recoveries for acquired non-credit-deteriorated loans
Recoveries for originated loans and leases
(5,234
(63
(1,793
(566
(7,656
Balance at June 30, 2025
0.15
0.14
0.04
0.29
Balance at December 31, 2024
(76
(109
(74
(254
67
152
151
8,335
(170
10,684
20,357
(53
(4,111
(7,689
(13,155
(6,699
(6,431
(1,093
(14,300
Ratio of net charge-offs to avg. loans and leases outstanding during year-to-date (annualized)
0.08
0.33
2,028
530
1,160
638
4,357
1,819
486
4,049
27,302
1,915
59,559
99,321
Total loans and leases at June 30, 2025, gross
Loans and leases ending balance as a percentage of total loans and leases, gross
0.06
33.24
9.99
6.50
38.48
9.98
98.47
34.03
10.01
6.56
39.14
Non-Performing Assets
Non-performing loans and leases include loans and leases accounted for on a non-accrual basis. Non-performing assets consist of non-accrual loans and leases plus other real estate owned. Non-performing assets at June 30, 2026 and December 31, 2025 totaled $72.2 million and $74.7 million, with the decrease driven mainly by decreases to non-accrual loans and leases. The U.S. government guaranteed portion of non-performing loans totaled $8.1 million at June 30, 2026 and $9.7 million at December 31, 2025. At June 30, 2026, there were $1.1 million of past due leases 90 days or more and accruing interest. There were no past due loans or leases 90 days or more and still accruing interest at December 31, 2025.
Total other real estate owned ("OREO") decreased from $3.4 million at December 31, 2025 to $3.2 million at June 30, 2026. The decrease in OREO resulted from sales and write-downs of OREO properties.
The following table sets forth the amounts of non-accrual loans and leases, non-performing assets, OREO, and past due loans and leases 90 days or more and accruing interest, at the dates indicated (dollars in thousands):
Non-performing assets:
Non-accrual loans and leases(1)(2)
Total non-performing assets
72,240
74,684
Total non-performing loans and leases as a percentage of total loans and leases
0.95
Total non-accrual loans and leases as a percentage of total loans and leases
Total non-performing assets as a percentage of total assets
0.77
Allowance for credit losses - loans and leases, as a percentage of non-performing loans and leases
161.91
152.66
Allowance for credit losses - loans and leases, as a percentage of non-accrual loans and leases
Non-performing assets guaranteed by U.S. government:
Non-accrual loans guaranteed
8,136
9,716
Total non-performing loans and leases not guaranteed as a percentage of total loans and leases
0.81
0.82
Total non-accrual loans and leases not guaranteed as a percentage of total loans and leases
Total non-performing assets not guaranteed as a percentage of total assets
0.65
0.67
Past due loans and leases 90 days or more and accruing interest:
Past due leases 90 days or more and accruing interest
Total past due loans and leases 90 days or more and accruing as a percentage of total loans and leases
64
Our loan and lease growth is funded primarily through core deposits. We gather deposits primarily through each of our 43 branch locations in the Chicago metropolitan area and one branch in Wauwatosa, Wisconsin. Through our branch network, online, mobile and direct banking channels, we offer a variety of deposit products including demand deposit accounts, interest-bearing products, savings accounts, and certificates of deposit. We offer competitive online, mobile, and direct banking channels. Small businesses are a significant source of low cost deposits as they value convenience, flexibility, and access to local decision makers that are responsive to their needs.
Total deposits at June 30, 2026 were $7.9 billion, representing an increase of $223.3 million, or 2.9%, compared to $7.6 billion at December 31, 2025, driven by an increase in interest-bearing checking and time deposits. Non-interest-bearing deposits were $1.8 billion, or 23.2% of total deposits, at June 30, 2026, an increase of $7.9 million, or 0.4%, compared to $1.8 billion at December 31, 2025, or 23.8% of total deposits. Core deposits were 86.0% and 87.0% of total deposits at June 30, 2026 and December 31, 2025, respectively.
The following table shows the average balance amounts and the average contractual rates paid on our deposits for the periods indicated (dollars in thousands):
For Three Months Ended
AverageBalance
AverageRate
Other Savings
Time deposits (below $100,000)
551,983
3.16
715,057
3.86
Time deposits ($100,000 and above)
1,072,684
3.45
1,095,852
4.05
7,812,136
7,846,228
541,891
761,906
4.01
1,046,989
1,054,670
7,763,073
7,629,408
Our average cost of deposits was 1.92% during the three months ended June 30, 2026, compared to 2.27% for the three months ended June 30, 2025. Our average cost of deposits was 1.91% during the six months ended June 30, 2026, compared to 2.28% for the six months ended June 30, 2025. These decreases were principally attributed to lower rates paid on time deposits and money market accounts. The ratio of our average non-interest bearing deposits to total average deposits was 22.9% during the three months ended June 30, 2026, compared to 23.0% during the three months ended June 30, 2025. The ratio of our average non-interest bearing deposits to total average deposits ratios was 23.1% during the six months ended June 30, 2026 compared to 23.2% during the six months ended June 30, 2025.
We had $55.6 million in brokered time deposits at June 30, 2026 and $31.0 million at December 31, 2025, which represented 0.7% and 0.4% of total deposits, respectively.
The following table shows time deposits less than $250,000, and equal to or greater than $250,000, by the time remaining until maturity as of June 30, 2026, and the uninsured portion of each (dollars in thousands):
Less than $250,000
$250,000 or Greater
Uninsured Portion
Three months or less
421,840
170,324
592,164
73,171
Over three months through six months
340,721
137,440
478,161
62,575
Over six months through 12 months
364,900
145,842
510,742
52,937
Over 12 months
24,844
9,227
34,071
4,991
193,674
Total estimated uninsured deposits were $2.7 billion as of both June 30, 2026 and December 31, 2025.
Short Term and Long Term Borrowings
In addition to deposits, we also utilize FHLB advances as a supplementary funding source to finance our operations. The Bank’s advances from the FHLB are collateralized by commercial, residential and multi-family real estate loans and securities. At June 30, 2026 and December 31, 2025, we had an available borrowing capacity from the FHLB of $3.1 billion and $3.0 billion, respectively, subject to the availability of collateral.
At June 30, 2026, the Company had $384.8 million of FHLB advances outstanding with a maturities ranging from August 2026 to February 2029.
We have the capacity to borrow funds from the discount window of the Federal Reserve System. There were no borrowings outstanding under the FRB discount window line as of June 30, 2026 and December 31, 2025. We pledge loans as collateral for any borrowings under the FRB discount window.
The following table sets forth certain information regarding our short-term borrowings at the dates and for the periods presented (dollars in thousands):
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
Weighted average interest rate at end of period
Federal Home Loan Bank advances:
355,587
282,348
524,750
550,000
380,000
Weighted average interest rate during period(1)
2.68
1.89
3.76
4.52
Federal funds purchased:
Term Loan:
1,446
6.97
Revolving Line of Credit:
(1) Net of pay-fixed interest rate swaps designated as cash flow hedges. Refer to Note 16 - Derivative Instruments and Hedge Activities of the notes to condensed consolidated financial statements contained in Item 1 of this report for further information.
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 Federal Deposit Insurance Corporation insurance limit into overnight repurchase agreements. We pledge securities as collateral for the repurchase agreements. Securities sold under agreements to repurchase decreased by $3.9 million, from $79.6 million at December 31, 2025 to $75.7 million at June 30, 2026.
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 to be 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.
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 Unaudited Interim Condensed Consolidated Financial Statements included elsewhere in this report.
As of June 30, 2026, Byline Bank had maximum borrowing capacity from the FHLB of $3.5 billion and $805.7 million from the FRB. As of June 30, 2026, Byline Bank had open FHLB advances of $384.8 million and open letters of credit of $7.8 million. Based on collateral, our available aggregate borrowing capacity at June 30, 2026 was $1.2 billion. In addition, Byline Bank had uncommitted federal funds lines available of $135.0 million available at June 30, 2026.
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 FHLB advances of $340.0 million and open letters of credit of $9.3 million. Based on collateral and securities pledged, our available aggregate borrowing capacity at December 31, 2025 was $1.4 billion. In addition, Byline Bank had an uncommitted federal funds line available of $135.0 million available at December 31, 2025.
The Company is currently party to a revolving credit agreement with a correspondent bank with availability of up to $15.0 million that matures on May 23, 2027. At June 30, 2026 and December 31, 2025, the line of credit had no outstanding balance. For additional information on the agreement see Note 12—Other Borrowings in in this report.
There are regulatory limitations that affect the ability of Byline Bank to pay dividends to the Company. See Note 20 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.
We expect that our cash and liquidity resources will be generated by the operations of Byline Bank, which we expect to be sufficient to satisfy our liquidity and capital requirements for at least the next twelve months.
Capital Resources
Stockholders’ equity at June 30, 2026 was $1.3 billion, an increase of $36.3 million, or 2.9%, compared to December 31, 2025. The increase was primarily driven by an increase in retained earnings, partially offset by repurchases of common stock.
The Company and Byline Bank are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on our financial statements.
Under applicable bank regulatory capital requirements, each of the Company and Byline Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Byline Bank must also meet certain specific capital guidelines under the prompt corrective action framework. The capital amounts and classification are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and Byline Bank to maintain minimum amounts and ratios of CET1 capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, (referred to as the "leverage ratio"), as defined under these capital requirements.
As of June 30, 2026, Byline Bank exceeded all applicable regulatory capital requirements and was considered "well-capitalized". There have been no conditions or events since June 30, 2026 that management believes have changed Byline Bank’s classifications.
The regulatory capital ratios for the Company and Byline Bank to meet the minimum capital adequacy standards and for Byline Bank to be considered well capitalized under the prompt corrective action framework and the Company’s and Byline Bank’s actual capital amounts and ratios are set forth in the following tables as of the periods indicated (dollars in thousands):
Actual
Minimum CapitalRequired
Required to beConsideredWell Capitalized
Ratio
Total capital to risk weighted assets:
Company
1,438,170
720,787
8.00
Bank
1,368,832
15.25
717,868
897,335
10.00
Tier 1 capital to risk weighted assets:
1,250,970
540,590
6.00
1,256,665
14.00
538,401
Common Equity Tier 1 (CET1) to risk weighted assets:
1,163,970
405,443
4.50
403,801
583,268
Tier 1 capital to average assets:
391,208
4.00
12.88
390,356
487,945
5.00
1,383,162
15.34
721,423
1,308,893
14.57
718,592
898,240
1,198,860
13.29
541,067
1,199,591
13.35
538,944
1,111,860
12.33
405,801
404,208
583,856
12.53
382,841
12.56
382,056
477,569
The Company and Byline Bank must maintain a capital conservation buffer consisting of CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based capital levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. The conservation buffers for the Company and Byline Bank exceed the minimum capital requirement as of June 30, 2026.
Provisions of state and federal banking regulations may limit, by statute, the amount of dividends that may be paid to the Company by Byline Bank without prior approval of Byline Bank’s regulatory agencies. The Company is economically dependent on the cash dividends received from Byline Bank. These dividends represent the primary cash flow from operating activities used to service obligations. For the six months ended June 30, 2026 the Company received $32.5 million in cash dividends from Byline Bank, in order to pay the required interest on its outstanding subordinated note, junior subordinated debentures in connection with its trust preferred securities interest, principal and interest payments related to its term note and revolving line of credit, and to fund other Company-related activities. For the year ended December 31, 2025, the Company received $70.0 million in cash dividends from Byline Bank, in order to pay the required interest on its outstanding subordinated note and junior subordinated debentures in connection with its trust preferred securities interest, principal and interest on its term loan and revolving line of credit, and to fund other Company-related activities.
On December 11, 2025, we announced that our Board of Directors approved a new stock repurchase program. Refer to Note 19 for further information.
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. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Condensed Consolidated Statements of Financial Condition. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many
68
of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Byline Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).
Letters of credit are conditional commitments issued by Byline Bank to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as for funded instruments. We do not anticipate any material losses as a result of the commitments and standby letters of credit.
We enter into interest rate swaps that are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and its known or expected cash payments principally related to certain variable rate loans, money market accounts and variable rate borrowings. We also enter into interest rate swaps with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently entered into mirror-image derivatives with a third party counterparty.
We recognize derivative financial instruments at fair value regardless of the purpose or intent for holding the instrument. We record derivative assets and derivative liabilities on the Condensed Consolidated Statements of Financial Condition within accrued interest receivable and other assets, and accrued interest payable and other liabilities, respectively. Because the derivative assets and liabilities recorded on the balance sheet at June 30, 2026 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):
Notional
Asset
Liability
See Note 16 of our Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026, included in this report, and Note 21 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on derivatives.
GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures
Some of the financial measures included in our "Selected Financial Data" are not measures of financial performance in accordance with GAAP. Our management uses the non‑GAAP financial measures set forth below in its analysis of our performance:
We believe that these non‑GAAP financial measures provide useful information to its management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non‑GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP financial measures that we and other companies use. Management also uses these measures for peer comparison.
Reconciliations of Non-GAAP Financial Measures
(dollars in thousands, except per share data)
Net income and earnings per share excluding significant items
Reported Net Income
Significant items:
Merger-related expense
4,450
5,087
Secondary public offering of common stock expenses
413
Impairment charges on assets held for sale
Tax benefit
(130
(1,117
(1,251
Adjusted Net Income
40,547
33,828
78,126
62,579
Reported Diluted Earnings per Share
(0.02
(0.03
Adjusted Diluted Earnings per Share
71
Adjusted non-interest expense:
Non-interest expense
Less: Merger-related expenses
Less: Secondary public offering of common stock expenses
Less: Impairment charges on assets held for sale
Adjusted non-interest expense
55,983
54,739
113,172
110,531
Adjusted non-interest expense excluding amortization of intangible assets:
Less: Amortization of intangible assets
Adjusted non-interest expense excluding amortization of intangible assets
54,748
53,240
110,702
107,914
Pre-tax pre-provision net income:
Pre-tax income
Add: Provision for credit losses
Pre-tax pre-provision net income
61,233
50,851
116,445
97,502
Adjusted pre-tax pre-provision net income:
Add: Merger-related expenses
Add: Secondary public offering of common stock expenses
Add: Impairment charges on assets held for sale
Adjusted pre-tax pre-provision net income
61,729
55,714
116,941
103,002
Taxable equivalent net interest income:
Add: Tax-equivalent adjustment
Total revenues:
Add: non-interest income
Total revenues
Tangible common stockholders' equity:
Total stockholders' equity
Less: Goodwill and other intangibles
203,508
Tangible common stockholders' equity
1,106,165
988,908
Tangible assets:
Tangible assets
9,734,415
9,516,710
Average tangible common stockholders' equity:
Average total stockholders' equity
Less: Average goodwill and other intangibles
198,629
203,767
199,283
200,658
Average tangible common stockholders' equity
1,138,955
974,787
1,136,232
943,892
Average tangible assets:
Average total assets
Average tangible assets
9,684,356
9,430,050
9,641,360
9,210,868
Tangible net income:
Add: After-tax intangible asset amortization
1,107
1,824
1,933
Tangible net income
41,093
31,189
79,584
60,263
Adjusted tangible net income:
Add: Tax benefit on significant items
Adjusted tangible net income
41,459
34,935
79,950
64,512
72
Pre-tax pre-provision return on average assets:
Pre-tax pre-provision return on average assets
Adjusted pre-tax pre-provision return on average assets:
Net interest margin, fully taxable equivalent
Total average interest-earning assets
Non-interest income to total revenues:
Non-interest income
Non-interest income to total revenues
Adjusted non-interest expense to average assets:
Adjusted non-interest expense to average assets
Adjusted efficiency ratio:
Adjusted efficiency ratio
Adjusted return on average assets:
Adjusted net income
Adjusted return on average assets
Adjusted return on average stockholders' equity:
Average stockholders' equity
Adjusted return on average stockholders' equity
Tangible common equity to tangible assets:
Tangible common equity
Tangible common equity to tangible assets
Return on average tangible common stockholders' equity:
Return on average tangible common stockholders' equity
Adjusted return on average tangible common stockholders' equity:
Adjusted return on average tangible common stockholders' equity
Tangible book value per share:
Tangible book value per share
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our primary market risk is interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates.
We seek to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest-earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when our assets, liabilities and off-balance sheet contracts each respond differently to changes in interest rates, including as a result of explicit and implicit provisions in agreements related to such assets and liabilities and in off-balance sheet contracts that alter the applicable interest rate and cash flow characteristics as interest rates change.
We are also exposed to interest rate risk through the retained portion of the U.S. government guaranteed loans we make and the related servicing rights. Our U.S. government guaranteed loan portfolio is comprised primarily of SBA 7(a) loans, virtually all of which are quarterly or monthly adjustable with the prime rate. The SBA portfolio reacts differently in a rising rate environment than our other non-guaranteed portfolios. Generally, when interest rates rise, the prepayments in the SBA portfolio tend to increase.
Our management of interest rate risk is overseen by our Board of Directors and management asset liability committees based on a risk management infrastructure approved by our Board of Directors that outline reporting and measurement requirements. 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. The committees closely monitor our interest sensitivity exposure, asset and liability allocation decisions, liquidity and capital positions, and local and national economic conditions and attempts to structure the loan and investment portfolios and funding sources to maximize earnings within acceptable risk tolerances.
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. We manage the interest rate risk associated with our interest-earning assets by managing the interest rates and tenors associated with our investment and loan portfolios, interest rate swaps, and, from time to time, purchasing and selling investment securities.
We utilize interest rate derivatives to hedge our interest rate exposure on commercial loans when it meets our customers’ and Byline Bank’s needs. As of June 30, 2026, we had a notional amount of $1.6 billion of interest rate derivatives outstanding that includes customer derivatives and those on Byline Bank's balance sheet. The overall effectiveness of our hedging strategies is subject to market conditions, the quality of our execution, the accuracy of our valuation assumptions, the associated counterparty credit risk and changes in interest rates.
We do not engage in speculative trading activities relating to interest rates, foreign exchange rates, commodity prices, equities or credit.
Evaluation of Interest Rate Risk
We evaluate interest rate risk through the use of two different models: net interest income ("NII") simulations and economic value of equity ("EVE") simulations. The simulations provide an estimate of the impact of changes in interest rates on equity and net interest income based on a variety of assumptions. Changes in assumptions may significantly alter the results of our simulations.
We use an NII simulation model to measure and evaluate potential changes in our net interest income. We run various hypothetical interest rate scenarios at least quarterly and compare these results against a scenario with no changes in interest rates. Our NII 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) predefined credit spreads for both investment securities and loans, (3) re-pricing characteristics for market-rate-sensitive instruments on and off balance sheet, and (4) the effect of interest rate limitations in our assets, such as floors and caps. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.
We use an EVE simulation to analyze the Company's long-term view of interest rate risk as it analyzes the Company's future cash flows. EVE is defined as the present value of the Company's assets, less the present value of its liabilities, adjusted for off-balance sheet items, with the results showing a theoretical change in the economic value of stockholders' equity as interest rates change. 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.
Potential changes to our net interest income and economic value of equity in hypothetical rising and declining interest rate scenarios calculated as of June 30, 2026 are presented below.
Estimated Increase/Decrease in Net Interest Income(1)
Estimated PercentageChange in EVE
Year ending June 30,
As of
Basis Point Change in Interest Rates
+300
10.5%
14.0%
(7.8)%
+200
8.2%
10.6%
(4.8)%
+100
4.1%
5.4%
(2.3)%
-100
(2.7)%
(4.1)%
2.0%
-200
(4.7)%
(7.5)%
3.2%
-300
(3.9)%
(8.9)%
2.7%
We also conduct NII simulations that incorporate a dynamic balance sheet and ramp rate shock scenarios. The balance sheet reflects management’s growth expectations, while interest rates are modeled using an implied forward yield curve, reflecting market expectations of future rate movements. Ramp rate shocks are applied gradually, shifting up or down by 1/12th of the total change each month over the first 12 months. 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 2.4% and 4.8%, respectively, over the same period.
The Bank's aggregate interest rate risk exposure is monitored and managed based on the economic outlook and under guidance of board-approved policy limits. 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.
Item 4. Controls and Procedures.
The Company’s management, including our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
We operate in a highly regulated environment. From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed in the "Risk Factors" section included in our Form 10-K for our fiscal year ended December 31, 2025 that was filed with the SEC on February 27, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions. We are not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by us at our discretion and will depend on a number of factors, including the market price of our stock, general market and economic conditions and applicable legal requirements.
The table below includes information regarding purchases of our common stock during the quarter ended June 30, 2026.
Issuer Purchases of Equity Securities
Maximum Number of
Average
Total Number of Shares
Shares that
Number of
Price
Purchased as Part of a
May Yet Be
Paid per
Publicly Announced
Purchased Under the
Purchased(1)
Share
Plan or Program
April 1 - April 30, 2026
43,358
32.52
36,198
1,895,594
May 1 - May 31, 2026
166,000
32.70
1,729,594
June 1 - June 30, 2026
74,366
`
33.82
72,330
1,657,264
283,724
274,528
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
EXHIBIT
Number
Description
3.1
Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017 and incorporated herein by reference)
3.2
Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-218362) filed on June 19, 2017 and incorporated herein by reference)
4.1
Certain instruments defining the rights of holders of long-term debt securities of the registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
10.1
Third Amendment to Second Amended and Restated Term Loan and Revolving Credit Agreement, dated May 22, 2026, but effective May 24, 2026, by and between Byline Bancorp, Inc. and CIBC Bank USA (filed as exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 22, 2026, and incorporated herein by reference)
Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
32.1(a)
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Statements of Condition; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded with the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2026
By:
/s/
Roberto R. Herencia
Chief Executive Officer
(Principal Executive Officer)
Thomas J. Bell III
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)