Form 4: Byline Bancorp Executive Boosts Stake

Brogan Ptacin, Head of Commercial Banking at Byline Bancorp, reported acquiring shares through performance vesting and restricted stock grants, alongside tax-related dispositions.

Summary

• Brogan Ptacin, Head of Commercial Banking at Byline Bancorp, Inc. (BY), reported multiple transactions involving the company's common stock.
• On February 22, 2026, Ptacin acquired 3,866 shares of common stock at a price of $0, representing shares earned from a performance-vesting grant.
• On the same date, Ptacin acquired an additional 2,415 restricted shares of common stock at a price of $0, which will vest over three years contingent on continued employment.
• Concurrently, Ptacin disposed of 1,338 shares and 858 shares of common stock, both at a price of $33.13, likely for tax withholding purposes related to the vesting events.
• Following these transactions, Ptacin directly owns 25,859 shares of common stock and indirectly owns 27,200 shares through a trust.
• Ptacin also holds 9,450 stock options with an exercise price of $12.70, exercisable since May 31, 2018, and expiring on December 20, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, indicating an executive's continued commitment and reward for performance, which generally aligns with shareholder interests.

Positives

• Acquisition of 3,866 shares through performance-vesting indicates achievement of previously set performance targets.
• Grant of 2,415 restricted shares aligns management's interests with long-term shareholder value through a three-year vesting schedule.
• The executive's continued accumulation of shares, both directly and indirectly, demonstrates confidence in the company's future.

Negatives

• Dispositions of 1,338 shares and 858 shares, totaling 2,196 shares, reduce the direct beneficial ownership, although these are likely for tax purposes.

Future Outlook

The grant of 2,415 restricted shares that will time vest over three years subject to continued employment implies a future commitment from the executive to the company's long-term performance.

Industry Context

StockSavvy.ai notes that executive stock grants and performance-based vesting are standard practices across the banking industry, designed to incentivize long-term performance and align management interests with shareholders. These types of transactions are common for executives in similar roles at regional banks like Wintrust Financial Corporation or Old National Bancorp.

Comparison to Industry Standards

• The use of performance-vesting shares and restricted stock units (RSUs) is a common compensation structure in the financial services industry, aligning with practices seen at peers such as First Midwest Bancorp (now part of Old National Bancorp) and Associated Banc-Corp.
• The exercise price of $12.70 for the stock options, compared to the disposition price of $33.13, indicates a significant in-the-money position, which is typical for long-held executive options in successful companies.

Related Party Transactions

• The reported transactions are related party transactions as they involve an officer of the issuer acquiring and disposing of company stock.

Stakeholder Impact

• Shareholders: The transactions demonstrate management's continued stake in the company, potentially signaling confidence. The vesting of performance shares suggests achievement of company goals.
• Employees: The restricted stock grant tied to continued employment incentivizes executive retention.

Next Steps

• Continued employment of Brogan Ptacin for the restricted shares to fully vest over three years.
• Potential future exercise of the remaining 9,450 stock options before their expiration on December 20, 2026.

Key Dates

Recommendation

The filing details routine executive compensation events, including performance-based stock awards and restricted stock grants, alongside tax-related sales. These transactions are typical for an executive and do not suggest a significant change in the company's fundamental outlook or a strong reason to alter an existing investment position. The executive's continued accumulation of shares through grants, even with tax-related dispositions, indicates ongoing alignment with shareholder interests.

Keywords

Byline Bancorp, BY, Brogan Ptacin, Insider Trading, SEC Form 4, Stock Grant, Performance Vesting, Restricted Stock, Executive Compensation, Commercial Banking