UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
of Incorporation)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01. |
Regulation FD Disclosure. |
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On November 30, 2022, Byline Bancorp, Inc., a Delaware corporation ("Byline"), issued a press release announcing the execution of an Agreement and Plan of Merger in connection with its proposed acquisition of Inland Bancorp, Inc., a Maryland corporation ("Inland Bancorp"), and Inland Bancorp's wholly owned bank subsidiary, Inland Bank and Trust, an Illinois chartered bank. Byline has also provided supplemental information regarding the proposed transaction. A copy of the press release is attached to this report as Exhibit 99.1 and a copy of the supplemental materials is attached as Exhibit 99.2, both of which are incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2 hereto) is being furnished and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be incorporated by reference into future filings by Byline under the Securities Act of 1933, as amended (the “ Securities Act ”), or under the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of information pursuant to this Item 7.01 will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
Item 9.01. |
Financial Statements and Exhibits. |
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(d) Exhibits.
Exhibit No. |
Description |
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99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Byline and Inland Bancorp. Byline intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Inland Bancorp and a prospectus of Byline, and Byline will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Inland Bancorp stockholders seeking the required stockholder approval of the proposed transaction. Before making any voting or investment decision, investors and security holders of Inland Bancorp are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Byline with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Byline may be obtained free of charge at its website at http://www.bylinebancorp.com/Docs. Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Investor Relations, 180 North LaSalle Street, 3rd Floor, Chicago, Illinois 60601, or by calling (773) 244-7000.
Information regarding the interests of certain of Inland’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4 regarding the proposed transaction when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, made through the use of words or phrases such as ‘‘may’’, ‘‘might’’, ‘‘should’’, ‘‘could’’, ‘‘predict’’, ‘‘potential’’, ‘‘believe’’, ‘‘expect’’, ‘‘continue’’, ‘‘will’’, ‘‘anticipate’’, ‘‘seek’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘projection’’, ‘‘would’’, ‘‘annualized’’, “target” and ‘‘outlook’’, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements involve estimates and known and unknown risks, and reflect various assumptions and involve elements of subjective judgement and analysis, which may or may not prove to be correct, and which are subject to uncertainties and contingencies outside the control of Byline and its respective affiliates, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication. No representations, warranties or guarantees are or will be made by Byline as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain based on reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication.
Certain risks and important factors that could affect Byline’s future results are identified in our Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in our
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Annual Report on Form 10-K for the year ended December 31, 2021. Any forward-looking statement speaks only as of the date on which it is made, and Byline undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise unless required under the federal securities laws.
Participants in the Solicitation
Byline, Inland Bancorp, their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from Inland Bancorp’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of Byline may be found in Byline’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 7, 2022 a copy of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. In addition, information about the directors and executive officers of Byline and Inland Bancorp and other persons who may be deemed participants in the transaction will be included in the proxy statement/prospectus and other relevant materials when filed with the SEC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BYLINE BANCORP, INC. |
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Date: November 30, 2022 |
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By: |
/s/ Roberto R. Herencia |
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Name: |
Roberto R. Herencia |
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Title: |
Executive Chairman and Chief Executive Officer |
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Exhibit 99.1
Filed by Byline Bancorp, Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Byline Bancorp, Inc. (Commission File No.: 001-38139)
Byline Bancorp, Inc. and Inland Bancorp, Inc. Announce Definitive Merger Agreement
Chicago & Oak Brook, IL, November 30, 2022 – Byline Bancorp, Inc. (“Byline” or the “Company”) (NYSE: BY), and Inland Bancorp, Inc. (“Inland Bancorp”) today jointly announced that they have entered into a definitive merger agreement pursuant to which Inland Bancorp and its wholly owned subsidiary, Inland Bank and Trust, will combine with Byline Bancorp, Inc. in a cash and stock transaction valued at approximately $165 million based upon Byline’s closing stock price as of November 29, 2022.
The transaction will solidify Byline’s position as Chicago’s largest community bank with assets under $10 billion. It will also expand Byline’s footprint into other attractive and contiguous suburban Chicago communities. The combined organization will have approximately $8.5 billion in assets, $6.2 billion in loans and $6.6 billion in deposits, with 47 branches across the greater Chicago metropolitan area.
Inland Bancorp, Inc., the parent company of Inland Bank and Trust, is headquartered in Oak Brook, Illinois and had total assets of $1.2 billion, total loans of $854 million and total deposits of $1.0 billion as of September 30, 2022. Serving its communities for over 40 years, Inland Bank and Trust offers commercial and retail banking services, with 10 branch locations primarily in the western and northern suburbs of Chicago.
Roberto Herencia, Executive Chairman and Chief Executive Officer of Byline Bancorp, Inc., stated, “Inland Bank and Trust is a well-established and trusted financial institution with deep client and community relationships, which we look forward to continuing. Joining forces with Inland Bancorp brings to all of our customers an expanded footprint across Chicago. We are very excited to welcome Inland Bancorp customers and colleagues to Byline.”
“Our M&A strategy has always been about finding the right partners in complementary markets that share our core values and approach to the business,” said Alberto J. Paracchini, President of Byline Bancorp, Inc. “Inland is a highly regarded community bank with whom we share a common philosophy – providing outstanding customer service and developing deep and long-lasting relationships with the customers and communities that we serve and where we live. We are excited to partner with Inland Bank and Trust on this transaction which we believe will create long term value for our stockholders.”
Peter Stickler, President and Chief Executive Officer of Inland Bank and Trust, said, “The foundation of Inland Bancorp, Inc. was built upon offering products and services that meet our customers’ financial needs and delivering an exceptional customer experience that is supported by a diverse and experienced team. By joining forces with Byline, we recognize the opportunity to align with a partner that shares our passion for providing high-quality customer service. The transaction will also increase our lending capacity by leveraging a larger balance sheet and access to a broader array of products and services, including leading-edge digital capabilities. We believe the opportunity to join the Byline team is very positive for all of our constituents and will provide greater benefits to our customers and the communities we serve.”
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Transaction Details
Under the terms of the definitive agreement, at the closing of the transaction, Byline will issue approximately 6.4 million shares of common stock and $22.9 million in cash to Inland Bancorp, Inc. stockholders, subject to adjustment per the terms of the merger agreement. Based upon the closing price of Byline’s common stock of $22.21 on November 29, 2022, this represents a fully diluted transaction value of approximately $165 million or $4.90 per Inland Bancorp share.
Byline currently estimates that pre-tax expense reductions associated with the transaction will be approximately 30% of Inland Bancorp’s expense base. The transaction is expected to be 8.1% accretive to Byline’s earnings per share in 2023 and 10.7% accretive in 2024, with an expected tangible book value per share dilution earn-back period of approximately 2.7 years using the crossover method.
The transaction has been approved unanimously by each company’s board of directors and is expected to close during the second quarter of 2023, and is subject to regulatory approvals, the approval of Inland Bancorp, Inc.’s stockholders, and the satisfaction of certain other closing conditions.
Stephens Inc. served as financial advisor to Byline, and Vedder Price P.C. served as Byline’s legal advisor. Piper Sandler & Co. served as financial advisor to Inland, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as Inland’s legal advisor.
Presentation
A slide presentation relating to the transaction can be accessed on the “News and Events” page of Byline’s website at www.bylinebancorp.com.
About Byline Bancorp, Inc.
Headquartered in Chicago, Byline Bancorp, Inc. is the parent company of Byline Bank, a full-service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has approximately $7.3 billion in assets and operates more than 30 full-service branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and retail banking products and services including small ticket equipment leasing solutions and is one of the top five Small Business Administration lenders in the United States.
About Inland Bancorp, Inc.
Inland Bancorp, Inc. is the parent company of Inland Bank and Trust, a full service community bank that offers commercial and retail banking services through its headquarters in Oak Brook and 10 additional bank locations throughout the north and west Chicagoland area. Inland Bank and Trust was founded in 1977 and has since grown to over $1.2 billion in total assets with an emphasis on servicing its local retail and business communities. For more information, visit www.inlandbank.com.
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Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about Byline’s expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events or performance are not historical facts and may be forward-looking. These statements include, but are not limited to, the expected completion date, financial benefits and other effects of the proposed merger of Byline and Inland Bancorp, Inc. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “expects,” “can,” “could,” “may,” “predicts,” “potential,” “opportunity,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends” and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual strategies, actions or results to differ materially from those expressed in them, and are not guarantees of timing, future results or other events or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions or results, based on management’s current expectations, assumptions and estimates on the date hereof, and there can be no assurance that actual strategies, actions or results will not differ materially from expectations, readers are cautioned not to place undue reliance on such statements. Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies’ customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with Byline’s and Inland Bancorp, Inc.’s respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which Byline and Inland Bancorp, Inc. operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks. Certain risks and important factors that could affect Byline’s future results are identified in its Annual Report on Form 10-K for the year ended December 31, 2021 and other reports filed with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in such Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and Byline undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Byline and Inland Bancorp, Inc. Byline intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Inland Bancorp, Inc. and a prospectus of Byline, and Byline will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Inland Bancorp, Inc. stockholders seeking the required stockholder approval of the
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proposed transaction. Before making any voting or investment decision, investors and security holders of Inland Bancorp, Inc. are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Byline with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Byline may be obtained free of charge at its website at http://www.bylinebancorp.com/Docs. Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Investor Relations, 180 North LaSalle Street, 3rd Floor, Chicago, Illinois 60601, or by calling (773) 244-7000.
Information regarding the interests of certain of Inland Bancorp’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4 regarding the proposed transaction when it becomes available.
Participants in this Transaction
Byline, Inland Bancorp, Inc., their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from Inland Bancorp, Inc.’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of Byline may be found in Byline’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 7, 2022, a copy of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. In addition, information about the directors and executive officers of Byline and Inland Bancorp, Inc. and other persons who may be deemed participants in the transaction will be included in the proxy statement/prospectus and other relevant materials when filed with the SEC.
Contacts For Byline Bancorp, Inc.:
Investors: |
Media: |
Brooks Rennie |
Erin O’Neill |
Investor Relations Director |
Marketing Director |
Byline Bank |
Byline Bank |
(312) 660-5805 |
(773) 475-2901 |
Contacts For Inland Bancorp, Inc.:
Investors and Media:
Peter Stickler
President and CEO
Inland Bank and Trust
(630) 908-6612
Source: Byline Bancorp, Inc.
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A Compelling Partnership November 30, 2022

Forward-Looking Statements The information included herein may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about Byline’s expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events or performance are not historical facts and may be forward-looking. These statements include, but are not limited to, the expected completion date, financial benefits and other effects of the proposed merger of Byline and Inland Bancorp, Inc. (“Bancorp”). These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “expects,” “can,” “could,” “may,” “predicts,” “potential,” “opportunity,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends” and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual strategies, actions or results to differ materially from those expressed in them, and are not guarantees of timing, future results or other events or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions or results, based on management’s current expectations, assumptions and estimates on the date hereof, and there can be no assurance that actual strategies, actions or results will not differ materially from expectations, readers are cautioned not to place undue reliance on such statements. Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies’ customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with Byline’s and Inland Bancorp’s respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which Byline and Inland Bancorp operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks. Certain risks and important factors that could affect Byline’s future results are identified in its Annual Report on Form 10-K for the year ended December 31, 2021 and other reports filed with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in such Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and Byline undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. Important Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving Byline and Inland Bancorp. Byline intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Inland Bancorp and a prospectus of Byline, and Byline will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Inland Bancorp stockholders seeking the required stockholder approval of the proposed transaction. Before making any voting or investment decision, investors and security holders of Inland Bancorp are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Byline with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Byline may be obtained free of charge at its website at http://www.bylinebancorp.com/Docs. Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Investor Relations, 180 North LaSalle Street, 3rd Floor, Chicago, Illinois 60601, or by calling (773) 244-7000. Information regarding the interests of certain of Inland Bancorp’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4 regarding the proposed transaction when it becomes available. Participants in the Solicitation Byline, Inland Bancorp, their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from Inland Bancorp’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of Byline may be found in Byline’s Annual Report on Form 10-K for the year ended December 31, 2021, a copy of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. In addition, information about the directors and executive officers of Byline and Inland Bancorp and other persons who may be deemed participants in the transaction will be included in the proxy statement/prospectus and other relevant materials when filed with the SEC.

Completed detailed due diligence and credit review process Emphasis on review of credit, cost structure and transaction charges Minimal execution risk In market transaction by a disciplined and proven acquirer with three whole-bank acquisitions completed since 2016 Inland Bancorp has an experienced management team that will assist in post-merger operations and integration Overview of the Transaction Strategically Compelling: 1 2 3 Strong pro forma financial metrics Attractive earnings accretion of approximately 10.7% in 2024 (first full year pro forma) Manageable TBV dilution at closing, inclusive of all transaction expenses, with an earnback of 2.7 years using the crossover method Internal rate of return (~26%) exceeds company cost of capital hurdles Maintain strong capital levels at close Defined as total deposits less time deposits with balances greater than $100,000 All pro forma financial metrics exclude Inland Bancorp’s residential mortgage banking operations (Inland Home Mortgage), which will cease operations prior to closing Adds $1.0 billion in stable, low cost deposits 90% core deposits(1) and 0.38% cost of deposits Pro forma, we would achieve a top 15 deposit market share in both the state of Illinois and the Chicago MSA Expands Chicago franchise in the attractive West and Northwest suburban markets Footprint lies in the demographically desirable collar suburbs of Chicago Complementary branch footprint with average deposits per branch ~$103 million Financially Attractive(2): Attractive Risk Profile:

Efficient branch network with $103.1M average deposits per branch Footprint Highlights Overview of Inland Bancorp, Inc. Source: S&P Global Market Intelligence, 2022 FDIC Summary of Deposits Note: Financial data based on bank-level regulatory data as of 9/30/2022 Company Overview Bank-Level Financial Highlights Privately held and headquartered in Oak Brook, IL, Inland Bancorp, Inc. has provided banking and financial services in the Chicago area since 1977 through its wholly-owned subsidiary Inland Bank and Trust Well positioned with 10 full-service branch locations located in the attractive northwestern and western suburbs of Chicago Total deposits of $1.0 billion with core deposits representing approximately 90% of deposits 0.38% total cost of deposits in 3Q22 Experienced CRE team focused on relationships with real estate sponsors and high net worth individuals Three niche C&I lending segments: condo associations, franchises, and financial advisors (RIAs) Inland Home Mortgage, a division of Inland Bank and Trust offering mortgage loan products, will cease operations prior to the closing of the transaction Balance Sheet ($M) Capital Assets $1,233 TCE / TA 13.3% Loans $854 Leverage Ratio 14.4% Deposits $1,038 Loans / Deposits 82.2% Profitability (MRQ) Asset Quality NIM 3.73% NPAs / Assets 1.63% ROAE 8.33% LLR / Loans 1.13% ROAA 1.12% LLR / NPLs 48.0% Efficiency Ratio 65.3% NCOs / Avg. Loans 0.17% Operating markets median household income of ~$90K, compared to ~$83K in the Chicago MSA and ~$76K in Illinois Inland Bancorp’s markets provide attractive demographics and business dynamics aligned with operating model

Deposit Market Share – Chicago MSA Strategic partnership with Inland Bancorp strengthens Byline’s market position in Chicago Enhancing our Chicagoland Presence Source: S&P Global Market Intelligence and 2022 FDIC Summary of Deposits Note: Deposit data as of 6/30/2022 Note: Local defined as banks headquartered in Illinois with less than $10bn in assets Excludes Byline Bank branch located in Brookfield, WI Byline Bancorp Inland Bancorp Chicago is a best-in-class, robust banking market Pro Forma Branch Franchise

Pro Forma Cost of Non-Time Deposit Trends Transaction adds $1.0 billion of core deposits with 25% in demand deposit accounts Strong deposit composition: 90% core deposits CD’s <20% No brokered deposits Attractive cost of deposits: 38 bps as of MRQ $103.1 million deposits per branch Observations Combination of Two High Quality Deposit Bases Source: S&P Global Market Intelligence and 2022 FDIC Summary of Deposits Note: Deposit data per regulatory filings as of 9/30/2022 (1) Represents annualized (recalculated as an annual rate) interest expense on deposits for the quarter divided by average total deposits for the quarter Cost of Deposits: 0.43%(1) Cost of Deposits: 0.38%(1) Cost of Deposits: 0.42%(1) Inland Bank and Trust BY Total: $5,612mm 88% Non-time Total: $1,038mm 82% Non-time Total: $6,651mm 87% Non-time Cost of non-time deposits has been consistent with that of Byline despite the dramatic rise in the fed funds rate

Pro Forma Commercial real estate focused loan portfolio consisting primarily of long standing relationships with developers and property managers in multi-family, industrial and retail Growing niche lending segments (Homeowners Associations, franchise lending and RIA lending) contributing to growth in C&I lending Granular loan portfolio with 51% variable and 49% fixed rate CRE concentration levels below regulatory guidance with Inland Bancorp at ~244% and pro forma at ~185% Observations Inland Bank and Trust BY Complementary Loan Portfolio Source: S&P Global Market Intelligence Note: Loan data per regulatory filings as of 9/30/2022 Represents annualized (recalculated as an annual rate) interest income from loans and leases for the quarter divided by average total loans and leases for the quarter Yield on Loans & Leases: 5.54%(2) Yield on Loans & Leases: 4.67%(2) Yield on Loans & Leases: 5.42%(2) Total: $6,174mm 59% Commercial Total: $864mm 21% Commercial Total: $5,309mm 65% Commercial

Consideration: Based on BY’s stock price of $22.21 as of 11/29/2022 Based on BY’s stock price of $22.21 as of 11/29/2022; calculation of aggregate transaction value includes options being converted to cash Calculated on a fully-diluted basis for BY and Inland Bancorp, Inc. Price / TBV: 1.25x (1.16x excluding AOCI) Price / 3Q22 Annualized Earnings + After Tax Cost Savings: 7.8x Core Deposit Premium: 3.6% Pay-to-Trade Ratio: 88% Byline Bancorp, Inc. (BY) will acquire 100% of Inland Bancorp, Inc. outstanding common stock Byline to issue approximately 6.4 million shares of common stock and $22.9 million in cash to Inland Bancorp, Inc. stockholders 86% stock / 14% cash (1) $165.4 million aggregate transaction value (2) Overview of Transaction and Consideration Terms Implied Metrics: Pro Forma Ownership: Board of Directors: Timing and Approval: Byline Bancorp, Inc.: 85% / Inland Bancorp, Inc.: 15% (3) One mutually agreed upon director to be appointed to Byline Bancorp’s Board of Directors Subject to Inland Bancorp, Inc. stockholder approval Customary regulatory approvals Anticipated closing in 2Q23

Net rate mark of 4.1%, expressed as a percentage of loans held for investment Loan interest rate mark of $19.5 million (2.3% of loans) accreted over 5.0 years using sum-of-years digits method Securities mark of $21.6 million (including both HTM and AOCI) (2) Trust preferred mark of $6.3 million (15.0% of trust preferred balance) amortized over 13.4 years (remaining term as of closing date) Cost savings expressed as a percentage of Inland Bancorp’s last twelve months’ total non interest expense base, including Inland Home Mortgage which will cease operations prior to closing of the transaction HTM securities mark accreted over 9.5 years (weighted average life of HTM securities portfolio) and AOCI mark accreted through earnings over 4.5 years Gross credit mark of $16.5 million or 1.91% of loans Non-PCD loan mark of $5.9 million accreted into earnings over 5.0 years using the sum-of-years digits method PCD loan credit mark of $10.6 million recorded as ACL Establishment of a new reserve equal to $5.9 million on day 1 in accordance with CECL Expected to be approximately 30% of Inland Bancorp’s non interest expense (1) Approximately 75% phase-in of cost savings in year 1; 100% phase-in of cost savings thereafter Key Transaction Assumptions Synergies: Loans Credit Marks: Merger Costs: Expected to be approximately $18.6 million pre-tax Interest Rate Marks: Other Assumptions: Core deposit intangible of approximately 1.98% of non-time deposits amortized over 10 years using sum-of-years digits Inland Home Mortgage to cease operations prior to the closing of the transaction Due Diligence: Conducted detailed financial, legal, regulatory and operational due diligence

3.9%(2) 2024 EPS Accretion 2.3%(2) 2023 EPS Accretion 24% Internal Rate of Return 2.7 years TBV Earnback (Crossover) (3.9%) TBVPS Dilution at close 10.7%(2) 2024 EPS Accretion 8.1%(2) 2023 EPS Accretion 26% Internal Rate of Return Financially attractive transaction with compelling pro forma financial impact Estimated Pro Forma Financial Impact Key Financial Results Pro Forma Regulatory Capital Ratios 8.3% TCE/TA 10.4% Tier 1 Leverage Ratio 10.1% Common Equity Tier 1 Ratio 11.1% Tier 1 Capital Ratio 13.2% Total Risk Based Capital Ratio Assumes removal of all purchase accounting rate marks (Loans, Securities, AOCI, Deposits, TruPS and Leases) Assumes cost savings are phased-in 75% in year 1 and 100% thereafter Strong pro forma capital levels at close Key Financial Results Excluding AOCI and Rate Marks(1) Accretive to TBVPS at close Accretive TBV Earnback (Crossover) Financially attractive, strategic merger Excluding AOCI and rate marks, accretive to TBVPS