Byline Bancorp (NYSE: BY) credit chief gets stock awards, uses shares for taxes

Rhea-AI Filing Summary

BYLINE BANCORP, INC. chief credit officer Mark Fucinato reported equity compensation activity in common stock on February 22, 2026. He acquired 3,948 shares earned from a performance-vesting award and 2,293 restricted shares that will vest over three years, both at no cash cost.

To satisfy tax obligations, he disposed of 1,419 shares and 934 shares at $33.13 per share through tax-withholding transactions, rather than open-market sales. After these awards and tax-withholding dispositions, his directly held common stock balance changed as reflected in the filing.

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^*

Fucinato Mark

(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 CREDIT OFFICER

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		3,948(1)	A	$0	24,749	D
Common stock	02/22/2026		F		1,419	D	$33.13	23,330	D
Common stock	02/22/2026		A		2,293(2)	A	$0	25,623	D
Common stock	02/22/2026		F		934	D	$33.13	24,689	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.
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FAQ

What insider transactions did BY (Byline Bancorp) report for Mark Fucinato?

Mark Fucinato reported equity compensation transactions in BY common stock on February 22, 2026, including stock earned from performance awards, new restricted shares, and share dispositions to cover tax obligations through share withholding rather than open-market trading.

How many BY common shares did Mark Fucinato acquire in this Form 4 filing?

He acquired 3,948 BY common shares from a performance-vesting award and 2,293 restricted BY common shares that will time vest over three years, both characterized as grants or awards at no cash purchase price to the reporting officer.

Why did Mark Fucinato dispose of BY shares at $33.13 according to the Form 4?

He disposed of 1,419 and 934 BY common shares at $33.13 per share to satisfy tax liabilities. The filing characterizes these as tax-withholding dispositions, where shares are delivered to cover taxes, not as discretionary open-market sales by the officer.

What do the performance-vesting BY shares in this Form 4 represent?

The 3,948 BY common shares represent stock earned upon performance-vesting of a previously granted performance share award. This means the company’s conditions for that grant were met, resulting in shares being issued to the reporting officer without a cash purchase.

How will the new restricted BY shares for Mark Fucinato vest?

The Form 4 states that 2,293 restricted BY common shares will time vest over three years, subject to continued employment with the issuer. As each vesting date occurs, a portion of those restricted shares becomes fully owned by the officer.

Were Mark Fucinato’s BY share disposals open-market sales?

No. The Form 4 labels both disposals as tax-withholding transactions used to pay exercise price or tax liabilities by delivering BY shares, indicating they were administrative share settlements rather than discretionary open-market sales into the market.