[8-K] Byline Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Byline Bancorp, Inc. (NYSE: BY) filed an 8-K to disclose a change in its independent registered public accounting firm under Item 4.01. The Company was informed that its current auditor, Moss Adams LLP, merged with Baker Tilly US, LLP effective June 3 2025. As a result, Moss Adams resigned and the Board’s Audit Committee unanimously appointed Baker Tilly—the successor firm—as the Company’s new external auditor on June 16 2025.

Audit opinions issued by Moss Adams on the fiscal-year 2023 and 2024 consolidated financial statements and on internal control over financial reporting for 2024 were unqualified. The filing states that during the covered periods and up to the report date: (i) no disagreements existed between the Company and Moss Adams regarding accounting principles, disclosures, or audit scope, and (ii) no “reportable events” under Item 304(a)(1)(v) of Regulation S-K occurred.

Furthermore, neither the Company nor its representatives consulted with Baker Tilly on any accounting matters prior to the engagement. A consent letter from Moss Adams (Exhibit 16.1, dated June 17 2025) confirms its agreement with the disclosures.

Positive

• Clean audit history: Moss Adams issued unqualified opinions for FY 2023-2024 and ICFR 2024.
• No disagreements or reportable events, reducing risk of accounting issues.
• Continuity of service expected as Moss Adams’ audit practice merged into Baker Tilly.

Negative

• Transition risk: Any auditor change may create short-term operational learning curves and incremental audit costs.

Insights

Financial Analyst

TL;DR: Auditor change stems from firm merger; no disagreements reported, implying neutral governance impact and limited immediate financial effect.

The auditor transition to Baker Tilly is procedural, triggered by Moss Adams’ merger rather than performance concerns. Clean prior opinions and the explicit absence of disagreements or reportable events mitigate investor worry over accounting quality. While any auditor change introduces learning-curve risk, continuity is aided by the combined practices operating under Baker Tilly. From a valuation standpoint, there is no direct earnings or balance-sheet impact; therefore, the disclosure is largely governance-related and neutral for the equity story. Monitoring will focus on the first audit cycle under Baker Tilly for consistency of internal-control assessments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 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.)
180 North LaSalle Street, Suite 300
Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

(773) 244-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

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

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

Emerging growth company ☐

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

Item 4.01. Changes in Registrant's Certifying Accountant.

On June 16, 2025, Byline Bancorp, Inc. (the "Company") was notified that Moss Adams LLP ("Moss Adams"), the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP ("Baker Tilly"). In connection with the notification of the merger, Moss Adams has resigned as the auditors of the Company and the Audit Committee of the Company's Board of Directors approved the appointment of Baker Tilly, as the successor to Moss Adams, as the Company's independent registered public accounting firm.

The audit reports of Moss Adams on the Company's consolidated financial statements for the years ended December 31, 2024 and 2023, and internal control over financial reporting as of December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2024 and 2023, and the subsequent interim period through June 16, 2025, there were no (a) disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss Adams' satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements, or (b) reportable events requiring disclosure 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 304(a)(1)(iv) of Regulation S-K and 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 16.1 to this Form 8-K and is incorporated herein by reference.

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SIGNATURE

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

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

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FAQ

Why did Byline Bancorp (BY) change its independent auditor?

Moss Adams merged with Baker Tilly on June 3 2025; following the merger, Moss Adams resigned and Baker Tilly was appointed.

Were there any accounting disagreements between Byline Bancorp and Moss Adams?

No; the 8-K states there were no disagreements or reportable events during FY 2023-2024 or the interim period.

Did Moss Adams issue qualified opinions on BY’s financial statements?

No. Moss Adams gave unqualified (clean) opinions on the 2023-2024 financials and 2024 ICFR.

Has Byline Bancorp consulted Baker Tilly on accounting matters prior to engagement?

The filing confirms the Company did not consult Baker Tilly on any accounting principles or audit opinions beforehand.

When was Baker Tilly officially appointed as Byline Bancorp’s auditor?

The Audit Committee approved Baker Tilly’s appointment on June 16 2025.