BY CFO awarded shares, withholds stock for taxes

BYLINE BANCORP, INC. executive vice president and chief financial officer Thomas J. Bell III reported equity compensation transactions in common stock.

Rhea-AI Filing Summary

BYLINE BANCORP, INC. executive vice president and chief financial officer Thomas J. Bell III reported equity compensation transactions in common stock. On February 22, 2026, he acquired 5,849 shares earned from a performance-vesting award and 5,547 restricted shares that will vest over three years, both at no cash cost to him. On the same date, he disposed of 2,731 shares and 2,328 shares at $33.13 per share to cover tax obligations by delivering stock rather than paying cash. After these grant and tax-withholding transactions, he directly owned 57,374 shares of BY common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Bell Thomas J III

Role EVP CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common stock	5,849	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	2,731	$33.13	$90K
Grant/Award	Common stock	5,547	$0.00	$0.00
Exercise Price or Tax Liability	Common stock	2,328	$33.13	$77K

Holdings After Transaction: Common stock — 57,374 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Common Stock earned upon performance-vesting of a previously awarded performance share grant.
2. F2. Represents restricted shares of Common Stock that will time vest over three years subject to continued employment with the issuer.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BY EVP CFO Thomas J. Bell III report?

Thomas J. Bell III reported equity compensation transactions in BY common stock. He received performance-based and restricted share grants and delivered some shares at $33.13 each to satisfy related tax obligations, rather than conducting open-market purchases or discretionary sales.

How many BY common shares did the CFO acquire in this Form 4 filing?

The CFO acquired 5,849 performance-vested shares and 5,547 restricted shares of BY common stock. These awards were granted at no cash cost to him and represent compensation tied to performance conditions and continued employment over a three-year vesting period.

Why did the BY CFO dispose of shares at $33.13 per share?

He disposed of 2,731 shares and 2,328 shares of BY common stock at $33.13 per share to cover tax liabilities. This was a tax-withholding disposition, where shares are delivered to satisfy taxes owed on equity awards instead of paying cash.

What types of equity awards did BY grant to its CFO in this transaction?

The filing shows two types of equity awards to the CFO. One is performance-vested common stock earned from a prior performance share grant, and the other is restricted common stock that will time-vest over three years, subject to his continued employment with BY.

How many BY shares does the CFO own after these reported transactions?

After the reported equity award grants and related tax-withholding dispositions, the CFO directly owns 57,374 shares of BY common stock. This total reflects the net result of the performance-based and restricted share acquisitions minus the shares delivered for tax obligations.

Were the BY CFO’s reported transactions open-market stock purchases or sales?

The transactions were not open-market buys or discretionary sales. They consisted of equity compensation grants—both performance-vested and restricted shares—and tax-withholding dispositions, where shares were delivered at $33.13 each to satisfy tax liabilities on those awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/24/2026 - 07:08 PM EST Learn about SEC filing dates

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^*

Bell Thomas J III

(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)
	EVP CHIEF FINANCIAL 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		5,849(1)	A	$0	56,886	D
Common stock	02/22/2026		F		2,731	D	$33.13	54,155	D
Common stock	02/22/2026		A		5,547(2)	A	$0	59,702	D
Common stock	02/22/2026		F		2,328	D	$33.13	57,374	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	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).
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.