Byline Bancorp, Inc. (“Byline” or the “Company”) (NYSE: BY) announced today that the Estate of Daniel L. Goodwin (the “Estate”) and Equity Shares Investors, LLC, an affiliate of the Estate, the selling stockholders of the Company (the “Selling Stockholders”), are offering for sale to the public a total of 4,282,210 shares (the “Offered Shares”) of the Company’s common stock (the “Secondary Offering”).

The Company is not offering or selling any shares of its common stock in the Secondary Offering and will not receive any proceeds from the sale of its shares of common stock in the Secondary Offering.

In addition, the Company intends to purchase from the underwriter between $5 million and $10 million of the shares of common stock in the Secondary Offering (the “Share Repurchase”), at a price per share equal to the price per share to be paid by the underwriter to the Selling Stockholders. The Company intends to execute the Share Repurchase as part of its existing share repurchase program authorized on January 1, 2025. The underwriter will not receive any discount or commission in respect of the shares of common stock being purchased by the Company in the Share Repurchase. The Share Repurchase is conditioned upon the completion of the Secondary Offering, as well as the satisfaction of customary closing conditions, and is expected to close concurrently with the completion of the Secondary Offering. Certain of the Company’s directors have indicated an interest in purchasing up to an aggregate $3.1 million in shares of common stock in the Secondary Offering at the public offering price and on the same terms as the other purchasers in the Secondary Offering.

J.P. Morgan is serving as the sole underwriter for the Secondary Offering.

An automatically effective shelf registration statement on Form S-3 relating to the shares of the Company’s common stock subject to the Secondary Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at www.sec.gov. The Secondary Offering will be made only by means of a prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained, when available, by request from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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 $9.6 billion in assets and operates 46 branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and community banking products and services including small ticket equipment leasing solutions and is one of the top Small Business Administration lenders in the United States.

Forward-Looking Statements

This press release may contain “forward-looking statements” including statements concerning the size and terms of the Secondary Offering and the size and terms of the Share Repurchase. All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to those set forth in the periodic reports Byline files with the SEC and those described in the registration statement and the prospectus supplement and accompanying prospectus related to the Secondary Offering.

All forward-looking statements included in this press release are made only as of the date of this press release. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common stock.

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