Item 8.01. Other Events.
On December 10, 2020, Byline Bancorp, Inc. (the "Company") announced that its
Board of Directors approved a new stock repurchase program authorizing the
purchase of up to an aggregate of 1,250,000 shares of the Company's outstanding
common stock over a two year period ending December 31, 2022. As of December 10,
2020, the Company has repurchased an aggregate of 118,486 shares of common stock
under the existing program that was approved in fourth quarter of 2019.
Under the new program, 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, including pursuant to a Rule
10b5-1 plan, all as effected to the extent permitted by applicable law,
including pursuant to the safe harbor provided under Rule 10b-18 of the
Securities Exchange Act of 1934, as amended. The Company is 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 the Company at its discretion and
will depend on a number of factors, including the market price of the Company's
stock, general market and economic conditions and applicable legal requirements.
The shares authorized to be repurchased represent approximately 3.2% of the
Company's currently outstanding common stock. Shares repurchased, if any, would
be available for issuance under the Company's equity incentive plans and for
other general corporate purposes.
Attached as Exhibit 99.1 is a copy of the press release relating to the
announcement of the renewal of the stock repurchase program, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated December 10, 2020 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
U.S. federal securities laws. Forward-looking statements include, without
limitation, statements concerning plans, estimates, calculations, forecasts and
projections with respect to the anticipated future performance of the Company.
These statements are often, but not always, made through the use of words or
phrases such as ''may'', ''might'', ''should'', ''could'', ''predict'',
''potential'', ''believe'', ''expect'', ''continue'', ''will'', ''anticipate'',
''seek'', ''estimate'', ''intend'', ''plan'', ''projection'', ''would'',
''annualized'', "target" and ''outlook'', or the negative version of those words
or other comparable words or phrases of a future or forward-looking nature.
Forward-looking statements involve estimates and known and unknown risks, and
reflect various assumptions and involve elements of subjective judgement and
analysis, which may or may not prove to be correct, and which are subject to
uncertainties and contingencies outside the control of Byline and its respective
affiliates, directors, employees and other representatives, which could cause
actual results to differ materially from those presented in this communication.
The COVID-19 pandemic is adversely affecting us, our employees, customers,
counterparties and third-party service providers, and the ultimate extent of the
impacts on our business, financial position, results of operations, liquidity,
and prospects is uncertain. Continued deterioration in general business and
economic conditions, including further increases in unemployment rates, or
turbulence in U.S. or global financial markets could adversely affect our
revenues and the values of our assets and liabilities, reduce the availability
of funding, lead to a tightening of credit, and further increase stock price
volatility. In addition, changes to statutes, regulations, or regulatory
policies or practices as a result of, or in response to COVID-19, could affect
us in substantial and unpredictable ways.
No representations, warranties or guarantees are or will be made by Byline as to
the reliability, accuracy or completeness of any forward-looking statements
contained in this communication or that such forward-looking statements are or
will remain based on reasonable assumptions. You should not place undue reliance
on any forward-looking statements contained in this communication.
Certain risks and important factors that could affect Byline's future results
are identified in its Annual Report on Form 10-K and other reports filed with
the Securities and Exchange Commission, including among other things under the
heading "Risk Factors" in its Annual Report on Form 10-K for the year ended
December 31, 2019, its Quarterly Report on Form 10-Q for the quarter ended March
31, 2020, and its Quarterly Report on Form 10-Q for the quarter ended June 30,
2020. Any forward-looking statement speaks only as of the date on which it is
made, and Byline undertakes no obligation to update any forward-looking
statement, whether to reflect events or circumstances after the date on which
the statement is made, to reflect new information or the occurrence of
unanticipated events, or otherwise unless required under the federal securities
laws.
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