Equity awards and tax share disposals for Byline Bancorp (NYSE: BY) executive

Rhea-AI Filing Summary

BYLINE BANCORP, INC. chief technology and operations officer Nicolas Mando reported equity compensation transactions in company common stock. He received grants of shares at no cost as part of performance-based and time-vested awards, while a portion of shares was disposed of to satisfy tax withholding obligations, leaving his overall economic position broadly unchanged.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mando Nicolas

(Last) (First) (Middle)

180 NORTH LASALLE STREET

SUITE 300

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BYLINE BANCORP, INC. [ BY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF TECHNOLOGY & OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/22/2026		A		2,231(1)	A	$0	15,297	D
Common stock	02/22/2026		F		772	D	$33.13	14,525	D
Common stock	02/22/2026		A		1,704(2)	A	$0	16,229	D
Common stock	02/22/2026		F		636	D	$33.13	15,593	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Common Stock earned upon performance-vesting of a previously awarded performance share grant.

2. Represents restricted shares of Common Stock that will time vest over three years subject to continued employment with the issuer.

	/s/ Thomas J. Bell III, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BY executive Nicolas Mando report on this Form 4?

Nicolas Mando reported equity compensation transactions in BY common stock. He received shares through performance-based and time-vested awards and had some shares disposed of to cover tax liabilities associated with these grants, as is common with stock-based compensation.

Did Nicolas Mando buy or sell BYLINE BANCORP (BY) shares on the open market?

The Form 4 shows grant and tax-withholding transactions, not open-market trades. Shares were awarded as compensation, and some were delivered back to cover tax obligations, rather than representing discretionary buying or selling in the market by the executive.

What types of stock awards did BY’s chief technology and operations officer receive?

The filing notes shares earned upon performance-vesting of a prior performance share grant and restricted shares that will vest over three years, subject to continued employment. These awards are typical components of long-term incentive compensation for senior executives at public companies.

Why were some BY common shares disposed of in Nicolas Mando’s Form 4?

Certain shares were disposed of to satisfy tax liabilities tied to the equity awards. The code used indicates payment of exercise price or tax obligations by delivering shares, a standard mechanism that avoids separate cash outlays while meeting required withholding obligations.

How do these Form 4 transactions affect Nicolas Mando’s ownership in BYLINE BANCORP?

Mando’s ownership reflects both newly awarded shares and shares delivered for taxes. The transactions include acquisitions through compensation and disposals for withholding, resulting in updated direct holdings, without indicating a strategic increase or reduction via market trading.

Are the reported BY stock awards to Nicolas Mando subject to vesting conditions?

Yes. Some shares were earned upon meeting performance conditions on a prior award, while other restricted shares will vest over three years, contingent on ongoing employment. These conditions align the executive’s incentives with longer-term company performance and retention.