[D] Byline Bancorp, Inc. SEC Filing

Rhea-AI Filing Summary

Byline Bancorp, Inc. filed a Form D for a Regulation D, Rule 506(b) exempt offering of debt securities. The offering was for $75,000,000 and the entire amount has been sold, leaving $0 remaining. The notice lists the issuer as a Delaware corporation with principal offices at 180 North LaSalle Street, Chicago. The filing identifies 22 investors and a $1,000 minimum investment. Piper Sandler & Co. is listed as the associated broker-dealer. Sales commissions are reported as an estimated $750,000 and finders' fees are $0. The issuer indicates no proceeds will be used to make payments to named executive officers, directors or promoters. The Form D was signed by Executive Chairman and CEO Roberto R. Herencia.

Insights

Financial Analyst

TL;DR: The company completed a $75M Rule 506(b) debt raise with 22 investors and estimated sales commissions of $750k.

The filing documents a fully subscribed $75,000,000 debt offering under Rule 506(b), which provides capital without broad solicitation. Completion of the raise and a $1,000 minimum indicate participation by multiple investors but not mass retail distribution. Reported sales commissions of $750,000 represent about 1.0% of the offering and are disclosed as an estimate. The issuer states no offering proceeds are being paid to executive officers or directors, which limits related-party payout risk. These facts describe a routine private debt raise rather than an equity dilution event.

Corporate Governance Expert

TL;DR: Governance disclosures show named executives and directors; filing certifies no proceeds to insiders and is signed by the CEO.

The Form D lists multiple executive officers and directors by name and role at the issuer's Chicago address, providing clear identification of related persons. The issuer explicitly reports $0 of offering proceeds payable to those named individuals, which is an important governance disclosure for investor scrutiny. The filing is certified by the Executive Chairman and CEO, satisfying the signature requirement for Form D submission. No insider payments or promotional fees are indicated beyond standard sales commissions to the broker-dealer.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001702750

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BYLINE BANCORP, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BYLINE BANCORP, INC.
Street Address 1		Street Address 2
180 NORTH LASALLE STREET		SUITE 300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CHICAGO	ILLINOIS	60601	(773) 244-7000

3. Related Persons

Last Name	First Name	Middle Name
HERENCIA	ROBERTO	R.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman and Chief Executive Officer

Last Name	First Name	Middle Name
PARACCHINI	ALBERTO	J.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President

Last Name	First Name	Middle Name
ABRAHAM	THOMAS	S.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President, Byline Small Business Capital

Last Name	First Name	Middle Name
BELL III	THOMAS	J.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Chief Financial Officer and Treasurer

Last Name	First Name	Middle Name
PTACIN	BROGAN	M.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Head of Commercial Banking

Last Name	First Name	Middle Name
BARKIDJIJA	JOHN	M.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Head of Commercial Real Estate and Specialty Finance

Last Name	First Name	Middle Name
BIGGAM	MEGAN
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President of Community Banking

Last Name	First Name	Middle Name
DORAN	BRIAN
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and General Counsel

Last Name	First Name	Middle Name
FUCINATO	MARK
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Credit Officer

Last Name	First Name	Middle Name
JOHNSON	MICHELLE
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Risk Officer

Last Name	First Name	Middle Name
MANDO	NICOLAS
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Technology and Operations Officer

Last Name	First Name	Middle Name
OLANO	SHERYLLE
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Accounting Officer

Last Name	First Name	Middle Name
ROSE	DANA
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Human Resources Officer

Last Name	First Name	Middle Name
CABRERA	PHILLIP	R.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
DEL VALLE PEROCHENA	ANTONIO
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HERSETH	MARY JO	S.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HUGUES VELEZ	MARGARITA
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
KENT	STEVEN	P.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
KISTNER	WILLIAM	G.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
STEWART	PAMELA	C.
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SACRISTAN	CARLOS	RUIZ
Street Address 1	Street Address 2
180 NORTH LASALLE STREET	SUITE 300
City	State/Province/Country	ZIP/PostalCode
CHICAGO	ILLINOIS	60601

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-07				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	000000665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
800 NICOLLET MALL
City	State/Province/Country	ZIP/Postal Code
MINNEAPOLIS	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CONNECTICUT FLORIDA ILLINOIS KANSAS MARYLAND MISSOURI NEW JERSEY NEW YORK PENNSYLVANIA WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount	$75,000,000	USD	or Indefinite
Total Amount Sold	$75,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

22

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$750,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BYLINE BANCORP, INC.	/s/ Roberto R. Herencia	Roberto R. Herencia	Executive Chairman and CEO	2025-08-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What was the size of Byline Bancorp (BY)'s offering reported on Form D?

The Form D lists a total offering amount of $75,000,000, with $75,000,000 sold and $0 remaining.

What type of securities did Byline Bancorp offer in this filing?

The offering is for debt securities, filed under Regulation D, Rule 506(b).

How many investors participated and what was the minimum investment?

The filing reports 22 investors and a minimum investment accepted of $1,000.

Were any offering proceeds paid to Byline Bancorp executives or directors?

No. The Form D indicates $0 of the gross proceeds were used to make payments to named executive officers, directors, or promoters.

Who acted as the broker-dealer and what were the sales commissions?

Piper Sandler & Co. is listed as the associated broker-dealer and estimated sales commissions are $750,000.

Who signed the Form D for Byline Bancorp and when?

The Form D was signed by Roberto R. Herencia, Executive Chairman and CEO, with a signature date of 2025-08-19.