Byline Bancorp (NYSE: BY) CEO receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

BYLINE BANCORP, INC. Chief Executive Officer Roberto R. Herencia reported a mix of stock awards and tax-related share dispositions in common stock. He acquired 24,809 shares earned upon performance-vesting of a prior performance share grant and 29,870 restricted shares that will vest over three years, both at no cash price.

To cover tax obligations by delivering shares, he disposed of 7,289 shares and 9,898 shares at a price of $33.13 per share. After these direct transactions, he reported direct ownership of 431,393 common shares, plus additional indirect holdings through a defined benefit plan and a 401(k) plan.

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^*

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)
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		24,809(1)	A	$0	418,710	D
Common stock	02/22/2026		F		7,289	D	$33.13	411,421	D
Common stock	02/22/2026		A		29,870(2)	A	$0	441,291	D
Common stock	02/22/2026		F		9,898	D	$33.13	431,393	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

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 CEO Roberto Herencia report on this Form 4?

Roberto Herencia reported stock awards and tax-related dispositions in BY common stock. He received performance-vested and restricted share grants, and delivered some shares to cover tax liabilities, reflecting routine equity compensation activity rather than open-market buying or selling.

How many BY common shares did Roberto Herencia acquire in the latest Form 4?

He acquired 24,809 performance-vested shares and 29,870 restricted shares of BY common stock. The performance shares were earned from a prior grant, while the restricted shares will time vest over three years, subject to his continued employment with the company.

Were any of Roberto Herencia’s BY share transactions open-market sales or purchases?

The filing shows no open-market buys or sells of BY shares. Dispositions labeled with code F were used to pay exercise price or tax liabilities by delivering shares, which is different from discretionary selling into the market for investment purposes.

What does the Form 4 say about BY performance-vesting shares for Roberto Herencia?

The Form 4 notes that 24,809 BY common shares were earned upon performance-vesting of a previously awarded performance share grant. This means earlier performance targets were met, converting those performance-based units into actual shares credited to the CEO.

What are the vesting terms for Roberto Herencia’s new restricted BY shares?

The filing states that 29,870 restricted BY common shares will time vest over three years. Vesting is subject to Roberto Herencia’s continued employment with the issuer, so he generally must remain with the company to receive the full benefit of this award.

How many BY shares does Roberto Herencia own directly after these transactions?

After the reported awards and tax-related dispositions, Roberto Herencia directly holds 431,393 BY common shares. The Form 4 also lists additional indirect holdings through a defined benefit plan and a 401(k) plan associated with Roberto Herencia Inc.