UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1016, 2025

BYLINE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38139		36-3012593
(Commission File Number)		(I.R.S. Employer Identification No.)
(CommissionFile Number)		(I.R.S. EmployerIdentification No.)
180 North LaSalle Street, Suite 300
Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

(773) 244-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 84.01. Changes ~~Other~~in ~~Events~~Registrant's Certifying Accountant.

On June 12 16, 2025, ~~the~~Byline ~~Estate~~Bancorp, ~~of Daniel L~~Inc. ~~Goodwin~~ (the ~~“Estate”~~"Company") ~~and~~was ~~Equity~~notified ~~Shares~~that ~~Investors,~~Moss ~~LLC,~~Adams anLLP ~~affiliate of the Estate~~ (~~the~~"Moss ~~“Selling Stockholders”~~Adams"), ~~completed~~ ~~their sale of 4,282,210 shares (~~the ~~“Shares”) of common stock of Byline Bancorp, Inc. (the “~~Company~~”) in~~'s aindependent registered public ~~offering~~accounting ~~(the~~firm, ~~“Offering”)~~merged ~~pursuant~~with toBaker ~~the~~Tilly ~~Company’s~~US, ~~Registration~~LLP ~~Statement~~effective on ~~Form S-~~June 3 ~~filed~~, ~~under~~2025. ~~the~~The ~~Securities~~combined ~~Act~~audit ofpractices ~~1933,~~operate as ~~amended,~~Baker ~~that~~Tilly ~~became~~US, ~~automatically~~LLP ~~effective~~("Baker ~~upon filing on June 10, 2025~~Tilly"). ~~The~~In ~~Shares were~~connection ~~sold~~with ~~pursuant~~the tonotification anof ~~Underwriting~~the ~~Agreement~~merger, ~~dated~~Moss ~~June 10,~~Adams ~~2025~~has ~~(the~~resigned ~~“Underwriting~~as ~~Agreement”),~~the ~~among~~auditors ~~the Company,~~of the ~~Selling~~Company ~~Stockholders~~ and ~~J.P.~~the ~~Morgan~~Audit ~~Securities~~Committee ~~LLC,~~of asthe ~~sole~~Company's ~~underwriter~~Board ~~for~~of ~~the~~Directors ~~Offering~~approved (the ~~“Underwriter”). The~~appointment ~~Company~~of ~~did~~Baker ~~not~~Tilly, ~~receive~~as ~~any~~the ~~proceeds~~successor ~~from~~to ~~the~~Moss ~~sale~~Adams, ofas the ~~Shares~~Company's byindependent ~~the~~registered ~~Selling~~public ~~Stockholders~~accounting firm.

InThe ~~addition,~~audit inreports ~~connection~~of ~~with~~Moss Adams on the Company’'s ~~previously~~ ~~announced~~consolidated ~~intention~~financial tostatements ~~purchase~~for ~~shares in~~ the ~~Offering,~~years ~~the~~ended ~~Company~~December ~~purchased 418~~31,~~235~~ of2024 ~~the~~and ~~Shares~~2023, and ~~from~~internal ~~the~~control ~~Underwriter~~over ~~(the “Stock~~financial ~~Repurchase”)~~reporting atas ~~a price per share~~ of ~~$23.91~~December 31, which was equal to the price per share paid by the Underwriter to the Selling Stockholders in the Offering. The Stock Repurchase was executed under the Company’s existing stock repurchase program authorized on January 12024, ~~2025.~~did ~~Certain~~not ofcontain ~~the~~an ~~Company’s~~adverse ~~directors~~opinion ~~purchased~~or ana ~~aggregate~~disclaimer of ~~$1.27~~opinion, ~~million~~nor ofwere ~~the~~they ~~Shares~~qualified ~~in the~~or ~~Offering~~modified ~~at the public offering price and on the same terms~~ as ~~the~~to ~~other~~uncertainty, ~~purchasers~~audit inscope ~~the~~or ~~Offering~~accounting principles.

~~The~~During ~~Underwriting~~the ~~Agreement~~years ~~includes~~ended ~~customary representations~~December 31, ~~warranties~~2024 and ~~covenants~~2023, and ~~indemnities~~the subsequent interim period through June 16, ~~including~~2025, bythere ~~each~~were ofno ~~the~~(a) ~~Company~~disagreements ~~and~~with ~~the~~Moss ~~Selling~~Adams ~~Stockholders.~~on ~~The~~any ~~foregoing description~~matter of ~~the~~accounting ~~Underwriting~~principles ~~Agreement~~or ispractices, financial statement disclosure, or auditing scope or procedure, which, if not ~~complete~~resolved ~~and~~to isMoss ~~qualified~~Adams' insatisfaction, ~~its~~would ~~entirety~~have bycaused it to make reference to the ~~full~~subject ~~text~~matter of the ~~Underwriting Agreement,~~disagreement ain ~~copy~~connection ofwith ~~which~~its isreports ~~attached~~on asthe ~~Exhibit 1.1~~Company's tofinancial ~~this~~statements, ~~Form 8-K~~or ~~and~~(b) isreportable ~~incorporated~~events ~~herein~~requiring bydisclosure ~~reference~~pursuant to Item 304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with Baker Tilly regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a "disagreement," as defined in Item ~~9.01~~304(a)(1)(iv) ~~Financial~~of ~~Statements~~Regulation S-K and ~~Exhibits~~the related instructions to that item, or a "reportable event," as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Moss Adams with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the "Commission") and requested that Moss Adams furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Moss Adams' letter to the Commission, dated June 17, 2025, is filed as Exhibit No 16.1 to this Form 8-K and is incorporated herein by reference.

~~1.1 Underwriting Agreement, dated June 10, 2025, by and among the Company, the Selling Stockholders and the Underwriter.~~2

~~104 Cover Page Interactive Data File (embedded within the Inline XBRL document).~~SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	BYLINE BANCORP, INC.

Date: June 18, 2025	By:	/s/ Roberto R. Herencia
	Name:	Roberto R. Herencia
	Title:	Executive Chairman and CEO

	BYLINE BANCORP, INC.
Date: June 12, 2025	By:	/s/Roberto R. Herencia
	Name:	Roberto R. Herencia
	Title:	Executive Chairman and CEO

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