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[Form 4] Byline Bancorp, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Roberto R. Herencia, CEO and Director of Byline Bancorp, reported significant insider transactions on June 23, 2025. The transactions involved:

  • Exercise of stock options for 214,494 shares (two tranches of 107,247 shares each) at $11.18 per share
  • Subsequent disposal of 147,362 shares (two tranches of 73,681 shares each) at $25.52 per share

Following these transactions, Herencia holds 393,901 shares directly, plus indirect ownership of 16,612 shares through his Defined Benefit Plan and 2,575 shares through his 401(k). The exercised options were granted in June 2018 and were set to expire on June 26, 2025, suggesting this was a planned exercise near expiration. The transaction pattern indicates a partial exercise-and-sell strategy, likely for tax obligations or portfolio diversification.

Positive
  • None.
Negative
  • None.

Insights

CEO Herencia exercised expiring stock options, acquiring 214,494 shares while selling 147,362 shares for tax obligations.

Roberto Herencia, CEO and Director of Byline Bancorp, exercised significant stock options just days before their expiration date. On June 23, 2025, Herencia exercised two batches of options to acquire a total of 214,494 shares at the strike price of $11.18 per share. These options were originally exercisable from June 28, 2018, and were set to expire on June 26, 2025 - meaning this exercise occurred just three days before expiration.

Simultaneously, Herencia disposed of 147,362 shares at $25.52 per share through two separate transactions coded as "F" dispositions. This type of transaction typically represents shares surrendered to cover tax withholding obligations from the option exercise, rather than open market sales. The substantial difference between the $11.18 exercise price and the $25.52 disposition price created a taxable event requiring these withholdings.

Following these transactions, Herencia directly owns 393,901 shares of Byline Bancorp common stock, with additional indirect ownership of 16,612 shares through his defined benefit plan and 2,575 shares through his 401(k). Notably, after these exercises, Herencia no longer holds any stock options at the $11.18 strike price, suggesting this was a complete liquidation of this particular option grant before expiration.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
HERENCIA ROBERTO R

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025
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 06/23/2025 M 107,247 A $11.18 434,016 D
Common stock 06/23/2025 F 73,681 D $25.52 360,335 D
Common stock 06/23/2025 M 107,247 A $11.18 467,582 D
Common stock 06/23/2025 F 73,681 D $25.52 393,901 D
Common stock 16,612 I By Roberto Herencia Inc. Defined Benefit Plan
Common stock 2,575 I By Roberto Herencia Inc. 401(k)
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
Stock Option $11.18 06/23/2025 M 107,247 06/28/2018 06/26/2025 Common Stock 107,247 $0 107,247 D
Stock Option $11.18 06/23/2025 M 107,247 06/28/2018 06/26/2025 Common Stock 107,247 $0 0 D
Explanation of Responses:
/s/ Thomas J. Bell III, Attorney-in-Fact 06/24/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

What insider trading activity occurred at Byline Bancorp (BY) on June 23, 2025?

CEO Roberto Herencia exercised stock options for 214,494 shares at $11.18 per share and sold 147,362 shares at $25.52 per share. The transactions were split into two identical parts, each involving exercising 107,247 options and selling 73,681 shares.

How many shares does BY's CEO Roberto Herencia own after the June 2025 transactions?

After the reported transactions, Roberto Herencia owns 393,901 shares directly, plus indirect ownership of 16,612 shares through his Defined Benefit Plan and 2,575 shares through his 401(k), totaling 413,088 shares.

What was the profit from BY CEO's stock option exercise in June 2025?

CEO Herencia exercised options at $11.18 per share and sold shares at $25.52, resulting in a gross profit of $14.34 per share ($25.52 - $11.18). With 147,362 shares sold, the total gross profit was approximately $2.1 million before taxes and fees.

When did BY CEO Herencia's exercised stock options originally vest?

The stock options exercised by CEO Herencia became exercisable on June 28, 2018, and were set to expire on June 26, 2025. He exercised them just before expiration on June 23, 2025.
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