Byline Bancorp, Inc. (BY)
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AGM 2026

Jun 2, 2026

Summary

Strong financial results for 2025 included 9.7% revenue growth and robust profitability metrics. All board proposals, including director elections and compensation plans, were approved by shareholders. No questions were raised during the meeting.

Brooks Rennie
Head of Investor Relations, Byline

Good morning. I'm Brooks Rennie, Byline's Head of Investor Relations, and I'd like to welcome you to the annual stockholders meeting of Byline Bancorp, Inc. I would like to make note that Brian Doran, Byline's General Counsel and Corporate Secretary, will be acting as Secretary of this annual meeting, and I will be acting as Inspector of Election for the meeting. At this time, I'd like to turn the meeting over to Executive Chairman of the Board of Directors and Chief Executive Officer of Byline Bancorp, Mr. Roberto Herencia.

Roberto Herencia
Executive Chairman of the Board of Directors and CEO, Byline

Thank you, Brooks. Good morning to all, and welcome to Byline Bancorp's 2026 Annual Meeting of Stockholders. I am Roberto Herencia, Executive Chairman of the Board and CEO of Byline, and I call this annual meeting to order. Joining me on the line today is Alberto Paracchini, Director and President of the company, Tom Bell, Executive Vice President and Chief Financial Officer, Brian Doran, General Counsel and Secretary of the Board, and Brooks Rennie, Head of Investor Relations. Also in attendance today are our fellow members of the Board of Directors here in person at our headquarters in Chicago. Phillip Cabrera, Antonio del Valle Perochena, Mary Jo Herseth, Margarita Hugues Vélez, Steven Kent, William Kistner, Carlos Ruiz Sacristán, and Pamela Stewart. I would like to recognize the participation of John Donohue and Chad Flaherty, representatives of Baker Tilly US, LLP, the company's independent registered public accounting firm.

First, I would like to recognize our Board of Directors for their continued support and thoughtful counsel. Their breadth of experience and diverse perspectives have been instrumental in guiding our decisions and progress, and their commitment to strong governance remains critical to our success. At Byline, our reputation is built on doing things the right way, delivering consistent results, and creating long-term value for our stakeholders. We remain focused on becoming the preeminent commercial bank in Chicago, supported by a disciplined strategy and our ability to navigate changing and challenging market conditions. We believe 2025 once again demonstrated the strength of our franchise and our ability to execute. Through continued investment in our capabilities and a strong commitment to our customers, we delivered meaningful results while helping them achieve their financial goals.

I also want to thank our more than 1,000 employees whose dedication continues to set us apart and drive top-tier performance across key metrics. We've built a differentiated commercial banking platform rooted in an entrepreneurial, relationship-driven culture that attracts top-tier talent. With our scale, capital strength, and stability, we believe Byline is well-positioned for sustainable growth and consistent performance through economic cycles. Our strategy remains consistent and focused, investing in our people, expanding our customer base, deepening existing relationships, growing deposits and loans, maintaining disciplined credit and pricing standards, and continuing to invest in the franchise for long-term success. We're confident in our direction, and we're very excited about the opportunities ahead. Thank you for your continued investment in Byline and your ongoing support. I will now turn the meeting over to our Director and President, Alberto Paracchini.

Alberto Paracchini
Director and President, Byline

Thank you. Thank you, Roberto. Good morning, everyone. I am Alberto Paracchini, Director and President of the company. Thank you for joining the 2026 annual stockholders meeting. I'll provide an overview of our full year 2025 financial performance. We delivered another strong year of results, driven by disciplined execution across our franchise. We reported net income of $130.1 million or $2.89 per diluted share on revenue of $446 million, which was up 9.7% year-on-year. Total assets increased to $9.7 billion, with loans and leases of $7.5 billion, funded by $7.6 billion in deposits.

Several of our return and profitability metrics rank in the top quartile, with pre-tax, pre-provision ROA of 219 basis points, ROA of 136 basis points, and ROTCE of approximately 13.5%. Capital level strengthened with tangible common equity at 11.3%, reflecting our financial strength. We also delivered positive operating leverage despite the rate environment and continued investment in the business. Overall, our results highlight the strength of our diversified, relationship-driven commercial banking model. With that, I will now turn it back to Roberto.

Roberto Herencia
Executive Chairman of the Board of Directors and CEO, Byline

Thank you, Alberto. As is our practice, we will first conduct the formal business of the meeting and reserve time for questions at the end. If you have logged in as a stockholder using your control number, you may submit a question via the Ask a Question text box. Please include your name and organization. To ensure your question is addressed, we encourage you to submit it now. The first formal item of business is the election of 10 director nominees to serve a one-year term until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified. The Board of Directors recommends a vote for each nominee to the board. The second item of business is the advisory, non-binding approval of the compensation of the company's named executive officers as described in the proxy statement. The Board recommends a vote for this approval.

The third item of business is the approval of the company's 2026 Omnibus Incentive Compensation Plan as described in the proxy statement. The Board recommends a vote for this proposal. The fourth item of business is the approval of an amendment to the company's employee stock purchase plan to increase the number of shares available under the plan, as described in the proxy statement. The Board recommends a vote for this proposal. The fifth formal item of business is the ratification of the appointment of Baker Tilly US, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The Board recommends a vote for this proposal. I would now like to turn the meeting over to Brian Doran and Brooks Rennie to report on the results of the five formal items of business.

Brian Doran
General Counsel and Corporate Secretary, Byline

Thank you, Roberto. The company's records show that stockholders owning an excess of a majority of the outstanding shares of the company's common stock entitled to vote at the meeting are present in person or represented by proxy at the meeting. As a result, I declare that a quorum is present. I would now like to read and seek approval of the minutes of the company's 2025 Annual Meeting of Stockholders.

Roberto Herencia
Executive Chairman of the Board of Directors and CEO, Byline

Mr. Doran, I, Roberto Herencia, submit a motion to waive the reading of the minutes and to approve the minutes of the 2025 annual meeting.

Tom Bell
EVP and CFO, Byline

I, Tom Bell, second the motion.

Brian Doran
General Counsel and Corporate Secretary, Byline

The motion carries, and the minutes of the 2025 annual meeting are approved. A copy will be available upon request from the Corporate Secretary. We will now proceed with the matters properly brought before the meeting. The business of the meeting consisted of five proposals described in the proxy statement. The election of 10 director nominees, a non-binding advisory vote on executive compensation, approval of the company's 2025 Omnibus Incentive Compensation Plan, approval of an amendment to the company's employee stock purchase plan, and the ratification of Baker Tilly US, LLP as the company's independent registered public accounting firm for fiscal year 2026. The Board of Directors recommended a vote for each of these proposals. I will ask the Inspector of Elections, Brooks Rennie, to report on the voting results.

Brooks Rennie
Head of Investor Relations, Byline

I, Brooks Rennie, as Inspector of Election, having tabulated the votes received by proxy and the votes received through the virtual stockholders meeting website, declare that stockholders approved all five proposals presented at the meeting. Accordingly, each of the 10 director nominees was duly elected to serve a one-year term until the 2027 annual meeting of stockholders. The non-binding advisory vote on executive compensation was approved. The company's 2026 Omnibus Incentive Compensation Plan was approved. The amendment to the company's employee stock purchase plan was approved, and the appointment of Baker Tilly US, LLP as the company's independent registered public accounting firm for the fiscal year 2026 was ratified.

Brian Doran
General Counsel and Corporate Secretary, Byline

The final voting results of the matters properly brought to your attention at this meeting will be recorded in a current report on Form 8-K to be filed with the Securities and Exchange Commission within the next four business days. I would now like to turn the meeting back over to Roberto.

Roberto Herencia
Executive Chairman of the Board of Directors and CEO, Byline

Thank you, Brian. We have no other formal items of business to be conducted at the meeting, and accordingly, I am adjourning the formal part of the meeting. We will now move to the question- and- answer session where questions of a general nature may be addressed. As previously mentioned, if you have logged into the meeting with your control number, you may ask a question by typing it into the Ask a Question text box at the bottom of your screen. Having received no questions, this meeting is duly adjourned. We thank you all for attending today's meeting and for your continued support of Byline. Thank you.

Brooks Rennie
Head of Investor Relations, Byline

The meeting has now concluded. Thank you for your participation. You may now disconnect.