BYLINE BANCORP, INC.
For the period ended Apr 17, 2026. Filed Apr 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2026 Notice ofAnnual Meetingand Proxy Statement
| Roberto R. HerenciaExecutive Chairman of the Board andChief Executive Officer Alberto J. ParacchiniPresident | April 20, 2026Dear Stockholder:You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Byline Bancorp, Inc. The Annual Meeting will be held virtually through a live webcast on June 2, 2026, at 8:30 a.m. Central Daylight Time.The attached Notice of Meeting and Proxy Statement describe the formal business to be conducted at the Annual Meeting. Members of our Board of Directors and executive officers will be present virtually at the Annual Meeting to respond to any questions that our stockholders may have.Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please vote as soon as possible to ensure that your shares are represented and voted at the meeting.Our Board of Directors has determined that the proposals to be considered at the Annual Meeting as described in the attached Notice of Meeting and Proxy Statement are in the best interests of Byline Bancorp and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each proposal to be considered.On behalf of the Board of Directors and the officers and employees of Byline Bancorp, we would like to take this opportunity to thank our stockholders for their continued support. Sincerely, | ||
|---|---|---|---|
| Roberto R. HerenciaExecutive Chairman of the Board and Chief Executive Officer | Alberto J. ParacchiniPresident |
Notice of Annual Meeting of Stockholders of Byline Bancorp, Inc.
| Date and TimeJune 2, 2026, at 8:30 a.m. CDTPlaceVirtually atwww.virtualshareholdermeeting.com/BY2026 Record DateApril 8, 2026Only those stockholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting. If there is an insufficient number of shares represented for a quorum, the meeting may be adjourned to permit further solicitation of proxies by the Company. | Items of Business | |
|---|---|---|
| To elect the ten director nominees named in the accompanying Proxy Statement to the Board of Directors of the Company, each to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified; | ||
| To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in this Proxy Statement; | ||
| To approve the adoption of the Company's 2026 Omnibus Incentive Compensation Plan as described in this Proxy Statement; | ||
| To approve an amendment to the Company's Employee Stock Purchase Plan to increase the number of shares of common stock that may be offered under the plan as described in this Proxy Statement; | ||
| To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and | ||
| To consider such other business that may properly come before the Annual Meeting, or any adjournment thereof, by or at the direction of the Board of Directors. |
| Every Vote is Important | ||
|---|---|---|
| InternetVisit the website noted on your proxy card to vote online. | TelephoneUse the toll-free telephone number on your proxy card to vote by telephone. | Vote by MailSign, date, and return your proxy card in the enclosed envelope to vote by mail. |
A list of stockholders entitled to vote at the meeting will be available for inspection at the Company’s main office located at 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601 for a period of ten days prior to the Annual Meeting and will also be made available virtually at the Annual Meeting itself for examination by any stockholder upon request.
We are taking advantage of the Securities and Exchange Commission’s rules that allow companies to furnish proxy materials to stockholders via the internet. We sent a notice of internet availability of proxy materials (the “Notice”) to holders of our common stock as of the record date on or about April 20, 2026. The Notice describes how you can access our proxy materials, including this proxy statement, beginning on April 20, 2026.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY
WITH VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE, VIA THE INTERNET OR BY MAIL.
| BY ORDER OF THE BOARD OF DIRECTORS, | |
| By | |
| Chicago, IllinoisApril 20, 2026 | Roberto R. HerenciaExecutive Chairman of the Boardand Chief Executive Officer |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.