Byline Bancorp (NYSE: BY) CRO gets stock awards, covers taxes in shares

Rhea-AI Filing Summary

BYLINE BANCORP, INC. Chief Risk Officer Michelle Lynn Johnson reported a mix of stock grants and tax-related share dispositions in common stock. She received 2,065 shares from a performance-based award and 2,367 restricted shares that will vest over three years, both at a stated price of $0.00 per share.

To cover tax obligations, she disposed of 702 shares and 637 shares at $33.13 per share through share withholding rather than open-market sales. After each line-item transaction, her reported direct holdings ranged from 9,630 to 11,695 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

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^*

JOHNSON MICHELLE LYNN

(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 RISK 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		2,367(1)	A	$0	10,332	D
Common stock	02/22/2026		F		702	D	$33.13	9,630	D
Common stock	02/22/2026		A		2,065(2)	A	$0	11,695	D
Common stock	02/22/2026		F		637	D	$33.13	11,058	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).
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 transactions did BY (Byline Bancorp) report for Michelle Lynn Johnson?

Michelle Lynn Johnson, Chief Risk Officer, reported receiving two common stock awards and two tax-related share dispositions. She was granted 2,065 performance-based shares and 2,367 restricted shares, while 702 and 637 shares were withheld at $33.13 per share to satisfy tax liabilities.

Were Michelle Lynn Johnson’s BY insider transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. Johnson received common stock through grants and performance vesting, while the dispositions coded “F” reflect shares withheld at $33.13 per share to pay exercise price or tax liabilities, rather than discretionary market sales.

What stock awards did BY’s Chief Risk Officer receive in this Form 4 filing?

She received 2,065 shares of common stock earned upon performance-vesting of an earlier performance share grant, and 2,367 restricted common shares. The restricted shares will time vest over three years, subject to her continued employment with Byline Bancorp, according to the filing footnotes.

How many BY shares were used to cover Michelle Lynn Johnson’s tax obligations?

A total of 702 shares and 637 shares of Byline Bancorp common stock were disposed of at $33.13 per share. These “F” code transactions represent payment of exercise price or tax liability by delivering shares, rather than ordinary open-market selling activity.

Does the BY Form 4 show Michelle Lynn Johnson’s ownership as direct or indirect?

All reported holdings and transactions for Michelle Lynn Johnson in this Form 4 are classified as direct ownership. The filing lists each entry with ownership type and code marked as direct, and no footnotes indicate holdings through separate entities, trusts, or family investment vehicles.