Byline (NYSE: BY) CHRO awarded stock, withholds shares for taxes

Rhea-AI Filing Summary

BYLINE BANCORP, INC. chief human resources officer Dana Rose reported equity compensation awards and related tax share withholdings in common stock. On February 22, she acquired 3,291 shares earned from a performance-vesting grant and 2,537 restricted shares that vest over three years, both at no cash price.

To cover taxes on these awards, 1,139 shares and 855 shares were disposed of at $33.13 per share through tax-withholding transactions, rather than open-market selling. After these transactions, she directly owned 14,026 common shares.

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^*

Rose Dana

(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 HUMAN RESOURCES 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		3,291(1)	A	$0	13,483	D
Common stock	02/22/2026		F		1,139	D	$33.13	12,344	D
Common stock	02/22/2026		A		2,537(2)	A	$0	14,881	D
Common stock	02/22/2026		F		855	D	$33.13	14,026	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 (Byline Bancorp) report for Dana Rose?

Dana Rose reported equity compensation activity, receiving common stock awards and having shares withheld for taxes. She acquired 3,291 performance-vested shares and 2,537 restricted shares, while 1,139 and 855 shares were disposed at $33.13 solely to satisfy tax obligations.

Were Dana Rose’s BY stock transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares were acquired as equity awards and performance-vesting, while the reported dispositions used code F, meaning shares were withheld at $33.13 per share to pay tax liabilities on those awards.

How many BY common shares does Dana Rose own after these transactions?

After the reported grant, vesting, and tax-withholding transactions, Dana Rose directly owns 14,026 shares of Byline Bancorp common stock. This figure reflects all acquisitions and dispositions reported for February 22 in the Form 4 filing.

What types of BY stock awards did Dana Rose receive on February 22?

She received two types of equity awards. One comprised 3,291 shares of common stock earned from performance-vesting of a prior performance share grant. The second comprised 2,537 restricted shares that will vest over three years, contingent on continued employment.

At what price were BY shares disposed to cover Dana Rose’s taxes?

The tax-withholding dispositions occurred at $33.13 per share. Two separate transactions withheld 1,139 shares and 855 shares of Byline Bancorp common stock to satisfy tax liabilities arising from the equity awards granted and earned on February 22.