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Section 1: 424B3 (424B3)


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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229179

LOGO

Merger Proposal—Your Vote Is Important

           On October 17, 2018, Byline Bancorp, Inc., which we refer to as Byline, and Oak Park River Forest Bankshares, Inc., which we refer to as OPRF, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, pursuant to which Byline has agreed to acquire OPRF. Upon the terms and subject to the conditions of the merger agreement, Byline will acquire OPRF through a merger of OPRF with and into Byline, with Byline as the surviving corporation. Immediately following the merger, Community Bank of Oak Park River Forest, which we refer to as Community Bank, an Illinois chartered bank and wholly owned subsidiary of OPRF, will merge with and into Byline Bank, an Illinois chartered bank and wholly owned subsidiary of Byline, with Byline Bank as the resulting bank as a wholly owned subsidiary of Byline, which we refer to as the bank merger.

           Stockholders of OPRF will receive the following for each share of OPRF common stock, par value $0.01 per share, which we refer to as OPRF common stock, they own (other than shares, if any, owned by OPRF or Byline or any shares as to which statutory appraisal rights have been properly exercised and perfected), which we refer to as the merger consideration: (i) 7.9321 shares of Byline common stock, par value $0.01 per share, which we refer to as Byline common stock (or a total of approximately 1.46 million shares of Byline common stock in the aggregate), and (ii) an amount of cash equal to approximately $33.38 (or a total of $6,162,460.13 in the aggregate), in each case subject to adjustment only under certain limited circumstances as set forth in the merger agreement and as described in the attached proxy statement/prospectus.

           Byline common stock currently trades on the New York Stock Exchange, or NYSE, under the symbol "BY." OPRF common stock is privately held and not traded in any public market. The shares of Byline common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will trade on the NYSE at closing.

           The value of the merger consideration will fluctuate as the market price of Byline common stock fluctuates before the completion of the merger. Thus, the value of the merger consideration will not be known at the time of the special meeting of OPRF stockholders called for the purpose of voting on the merger agreement and the market price of Byline common stock at the time of completion of the merger may be more or less than the current price of Byline common stock or the price of Byline common stock at the time of the special meeting.

           Based on the closing price of Byline common stock as reported on the NYSE of $21.30 as of October 17, 2018, the trading day on which the public announcement of the merger was made, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger consideration was approximately $202.33 per share of OPRF common stock and the implied aggregate transaction value on a fully diluted basis was approximately $42.0 million.

           Based on the closing price of Byline common stock as reported on the NYSE of $18.86 as of February 11, 2019, the last practicable date before the date of this proxy statement/prospectus, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger consideration was approximately $182.98 per share of OPRF common stock and the implied aggregate transaction value on a fully diluted basis was approximately $37.7 million. We urge you to obtain current market quotations for shares of Byline common stock.

           We cannot complete the merger unless we obtain the necessary approval from the stockholders of OPRF as described in the attached proxy statement/prospectus. Accordingly, OPRF will hold a special meeting of its stockholders in connection with the merger at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301, which we refer to as the special meeting. OPRF stockholders will be asked to vote to adopt the merger agreement, which we refer to as the merger proposal, and to approve one or more adjournments of the special meeting, if necessary or appropriate, as determined by OPRF, including adjournments to permit further solicitation of proxies in favor of the merger proposal, which we refer to as the adjournment proposal. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock of OPRF. The adjournment proposal will be approved if a majority of the shares having voting power present in person or represented by proxy at the special meeting are voted in favor of the adjournment proposal.

           OPRF's board of directors has unanimously approved the merger agreement, has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of OPRF and its stockholders, and unanimously recommends that OPRF stockholders vote "FOR" the merger proposal and "FOR" the adjournment proposal.

           YOUR VOTE IS VERY IMPORTANT.    We cannot complete the merger unless OPRF's stockholders approve the merger proposal. Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of OPRF, please submit a proxy to have your shares voted as promptly as possible by either: (1) dialing the telephone number shown on your proxy card and following the instructions to vote by phone; (2) logging onto the website shown on your proxy card and following the instructions to vote online; or (3) signing and returning the accompanying proxy card in the enclosed postage-paid return envelope. You may also cast your vote in person at the special meeting. If you hold your stock in "street name" through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

           The attached proxy statement/prospectus contains a more complete description of the merger agreement and the special meeting. You should read this entire proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read the information under the section entitled "Risk Factors" beginning on page 37. You may also obtain information about Byline from documents that it has filed with the Securities and Exchange Commission, which we refer to as the SEC.

Thank you for your cooperation and continued support.

  Sincerely,

 

GRAPHIC

Walter F. Healy

  President and Chief Executive Officer
Oak Park River Forest Bankshares, Inc.

           Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

           The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

           This proxy statement/prospectus is dated February 14, 2019, and is first being mailed to OPRF's stockholders on or about February 22, 2019.


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LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 12, 2019

Dear Fellow Stockholders of Oak Park River Forest Bankshares, Inc.:

        Oak Park River Forest Bankshares, Inc., a Delaware corporation, which we refer to as OPRF, will hold a special meeting of OPRF stockholders, at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301, which we refer to as the special meeting, to consider and vote on the following matters:

        We have fixed the close of business on February 11, 2019 as the record date for the special meeting. Only OPRF stockholders of record on that date are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the special meeting. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of OPRF common stock. The adjournment proposal will be approved if a majority of the shares having voting power present in person or represented by proxy at the special meeting are voted in favor of the adjournment proposal.

        OPRF's board of directors has unanimously approved the merger agreement, has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of OPRF and its stockholders, and unanimously recommends that OPRF stockholders vote "FOR" the merger proposal and "FOR" the adjournment proposal.

        Your vote is very important. We cannot complete the merger unless OPRF's stockholders approve the merger proposal. Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of OPRF, please submit a proxy to have your shares voted as promptly as possible by either: (1) dialing the telephone number shown on your proxy card and following the instructions to vote by phone; (2) logging onto the website shown on your proxy card and following the instructions to vote online; or (3) signing and returning the accompanying proxy card in the enclosed postage-paid return envelope. You may also cast your vote in person at the special meeting. If you hold your stock in "street name" through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

        OPRF stockholders should not send in any stock certificate(s) with their proxy card. If the merger is approved, transmittal materials with instructions for the submission of OPRF stock certificates will be provided to OPRF stockholders under separate cover and the stock certificates should be sent at that time.


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        Please note that, under Section 262 of the General Corporation Law of the State of Delaware, a copy of which is attached as Appendix C to the accompanying proxy statement/prospectus, holders of OPRF common stock who do not vote in favor of the merger proposal will have the right to seek appraisal of the fair value of their shares of OPRF common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for such an appraisal prior to the vote on the merger proposal and comply with the other Delaware law procedures explained in the enclosed proxy statement/prospectus. Holders of OPRF common stock who do not vote in favor of the merger proposal and who submit a written demand for such an appraisal prior to the vote on the merger proposal and comply with the other Delaware law procedures will not receive the merger consideration, but instead will have their OPRF common stock converted into the right to receive payment of such appraised value in accordance with Delaware law procedures as explained in the enclosed proxy statement/prospectus.

        The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety.

        If you have any questions concerning the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of OPRF common stock, please contact Walter F. Healy at (708) 660-1000.

    BY ORDER OF THE BOARD OF DIRECTORS,

 

 

GRAPHIC

Walter F. Healy
President and Chief Executive Officer
Oak Park River Forest Bankshares, Inc.

Oak Park, Illinois
February 22, 2019


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WHERE YOU CAN FIND MORE INFORMATION

Byline Bancorp, Inc.

        Byline Bancorp, Inc., which we refer to as Byline, files annual, quarterly and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission, which we refer to as the SEC. Byline files reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You may also obtain these documents, free of charge, from Byline at its investor relations website, http://www.bylinebancorp.com under the tab "Financial Information" and then under "SEC Filings".

        Byline has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the address set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that Byline has previously filed with the SEC. They contain important information about Byline and its financial condition. For more information, please see the section entitled "Incorporation of Certain Documents by Reference." These documents are available without charge to you upon written or oral request to Byline's principal executive offices. The address and telephone number of Byline's principal executive office is listed below:

Byline Bancorp, Inc.
Attn: Corporate Secretary
180 North LaSalle Street, Suite 300
Chicago, Illinois 60601
(773) 475-2979

        Byline common stock is traded on the New York Stock Exchange under the symbol "BY."

Oak Park River Forest Bankshares, Inc.

        Oak Park River Forest Bankshares, Inc., which we refer to as OPRF, does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents and reports with the SEC.

        If you are an OPRF stockholder and have any questions concerning the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of OPRF common stock, please contact Walter F. Healy at (708) 660-1000 or at the following address:

Oak Park River Forest Bankshares, Inc.
Attn: Walter F. Healy
1001 Lake Street
Oak Park, Illinois 60301
(708) 660-1000

        To obtain timely delivery of these documents, you must request the information no later than April 4, 2019 in order to receive them before OPRF's special meeting of stockholders.


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TABLE OF CONTENTS

 
  Page  

Questions and Answers

    1  

Summary

    11  

Selected Historical Consolidated Financial Information for Byline

    21  

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

    25  

Selected Unaudited Pro Forma Condensed Combined Financial Data

    31  

Comparative Market Information

    36  

Risk Factors

    37  

Cautionary Statement Regarding Forward-Looking Statements

    42  

OPRF Special Meeting of Stockholders

    44  

OPRF Proposals

    50  

Information about the Companies

    51  

The Merger

    53  

Description of the Merger Agreement

    83  

Material U.S. Federal Income Tax Consequences of the Merger

    100  

Comparison of Stockholders' Rights

    104  

Description of Byline's Capital Stock

    110  

Security Ownership of Certain Beneficial Owners and Management

    115  

Experts

    117  

Legal Opinions

    117  

OPRF Annual Meeting Stockholder Proposals

    117  

Incorporation of Certain Documents by Reference

    117  

Appendix A—Merger Agreement

    A-1  

Appendix B—Voting Agreement

    B-1  

Appendix C—Section 262 of the General Corporation Law of Delaware (Appraisal Rights)

    C-1  

Appendix D—Opinion of Monroe Financial Partners, Inc. 

    D-1  

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QUESTIONS AND ANSWERS

        The following are some questions that you may have regarding the proposals being considered at the special meeting of stockholders of Oak Park River Forest Bankshares, Inc., which we refer to as the special meeting. You should carefully read the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus. See "Incorporation of Certain Documents by Reference" beginning on page 117.

Q:
WHAT IS THE MERGER?

A.
Byline Bancorp. Inc., a Delaware corporation, which we refer to as Byline, and Oak Park River Forest Bankshares, Inc., a Delaware corporation, which we refer to as OPRF, have entered into an agreement and plan of merger, dated as of October 17, 2018, as such agreement may be amended from time to time, which we refer to as the merger agreement. The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, OPRF will merge with and into Byline, with Byline continuing as the surviving corporation, which transaction we refer to as the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A to this proxy statement/prospectus. We refer to the time at which the merger becomes effective as the effective time.
Q:
WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A.
The board of directors of OPRF, which we refer to as the OPRF board, is using this proxy statement/prospectus to solicit proxies from the OPRF stockholders in connection with the merger.

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Q:
WHAT WILL OPRF STOCKHOLDERS RECEIVE IN THE MERGER?

A:
If the merger is completed and assuming the consideration is not adjusted pursuant to the terms of the merger agreement as described in this proxy statement/prospectus, each share of OPRF common stock outstanding immediately prior to the effective time, other than shares, if any, owned by OPRF or Byline or as to which statutory appraisal rights have been properly exercised and perfected, will be converted into the right to receive the following, which we refer to as the per share merger consideration:

7.9321 shares of Byline common stock, which ratio we refer to as the exchange ratio (or a total of approximately 1,464,607 shares of Byline common stock in the aggregate, assuming 184,643 shares of OPRF common stock outstanding at the effective time); and

an amount of cash equal to $6,162,460.13 divided by the total number of shares of OPRF common stock issued and outstanding immediately prior to the effective time, which we refer to as the cash consideration (or approximately $33.38 per share of OPRF common stock, assuming 184,643 shares of OPRF common stock outstanding at the effective time).
Q:
IS THE MERGER CONSIDERATION SUBJECT TO ADJUSTMENT?

A:
Yes, the merger consideration may be adjusted only under certain limited circumstances as set forth in the merger agreement.

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Q:
WILL THE MERGER CONSIDERATION BE ADJUSTED BASED ON THE TRADING PRICE OF BYLINE COMMON STOCK PRIOR TO CLOSING?

A:
No, the merger consideration will not be adjusted solely due to changes in the trading price of Byline common stock prior to the closing of the merger.

Q:
WHAT IS THE VALUE OF THE MERGER CONSIDERATION?

A:
The value of the merger consideration will fluctuate as the market price of Byline common stock fluctuates before the completion of the merger. Thus, the value of the merger consideration will not be known at the time of the special meeting and the market price of Byline common stock at the time of completion of the merger may be more or less than the current price of Byline common stock or the price of Byline common stock at the time of the special meeting.
Q:
HOW WILL STOCK OPTIONS OF OPRF BE TREATED AS A RESULT OF THE MERGER?

A:
Converted Stock Options.    At the effective time, each outstanding option to purchase shares of OPRF common stock held by an employee of OPRF or Community Bank for which such employee makes an election in writing at least five (5) business days prior to the closing date to convert such option into an option to acquire common stock of Byline will vest in full (to the extent not already vested) and be converted into an option to purchase a number of shares of Byline common stock equal to the product obtained by multiplying (1) the number of shares of OPRF common stock subject to the OPRF stock option immediately prior to the effective time by (2) the sum of (a) the exchange ratio and (b) the quotient obtained by dividing (i) the cash consideration by (ii) the average of the volume-weighted average trading prices of one share Byline common stock as reported on the NYSE for the five (5) trading days ending on the trading day immediately preceding the closing date, which price we refer to as the Byline closing price and which such sum in clause (2) we refer to as the equity award exchange ratio, rounded down to the nearest whole number of shares of Byline common stock. The per share exercise price of each such converted option will be equal to the quotient obtained by dividing (1) the per share exercise price of the corresponding OPRF stock option by (2) the equity award exchange ratio, rounded up

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Q:
WHEN WILL THE MERGER BE COMPLETED?

A:
Byline and OPRF are working to complete the merger as soon as practicable. Subject to the satisfaction or waiver of the closing conditions described under the section entitled "Description of the Merger Agreement—Conditions to Consummation of the Merger," including the approval of the merger agreement by OPRF stockholders, the parties are seeking to consummate the merger by the second quarter of 2019. However, it is possible that factors outside the control of Byline and OPRF could result in the merger being completed at a later time or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger.

Q:
WHO IS ENTITLED TO VOTE?

A:
Holders of record of shares of OPRF common stock at the close of business on February 11, 2019, which is the date that the OPRF board has fixed as the record date for the special meeting, are entitled to vote at the special meeting.

Q:
WHAT CONSTITUTES A QUORUM?

A:
A majority of the shares of OPRF common stock entitled to vote, represented in person or by proxy, constitutes a quorum for transacting business at the special meeting. Proxies marked as abstaining on any matter to be acted upon by stockholders will be counted as represented at the meeting for purposes of determining the presence or absence of a quorum.

Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:
OPRF stockholders are being asked to vote on the following proposals:

1.
a proposal to adopt the merger agreement, a copy of which is attached as Appendix A, which we refer to as the merger proposal; and

2.
a proposal to adjourn the special meeting, if necessary or appropriate, as determined by OPRF, to solicit additional proxies in favor of the merger proposal, which we refer to as the adjournment proposal.

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Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:
The Merger Proposal:    Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of OPRF common stock entitled to vote at the special meeting.
Q:
ARE THERE ANY VOTING AGREEMENTS WITH EXISTING STOCKHOLDERS?

A:
Yes. Each of the directors of OPRF, in his or her capacity as a beneficial owner of shares of OPRF common stock, has entered into a voting agreement with Byline, a copy of which is attached to this proxy statement/prospectus as Appendix B, pursuant to which each such director has agreed to vote all shares of OPRF common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of OPRF to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. As of the close of business on the record date, OPRF's directors beneficially owned, in the aggregate, 36,923 shares of OPRF common stock, allowing them to exercise approximately 20% of the voting power of OPRF common stock.

Q:
WHAT DOES THE OPRF BOARD OF DIRECTORS RECOMMEND?

A:
The OPRF board unanimously recommends that OPRF stockholders vote "FOR" the merger proposal and "FOR" the adjournment proposal.

Q:
WHAT DO I NEED TO DO NOW?

A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares of OPRF common stock as soon as possible so that such shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares of OPRF common stock are held in the name of your broker, bank or other nominee.

Q:
HOW DO I VOTE?

A:
If you are an OPRF stockholder of record as of the close of business on the record date, you may submit your proxy before the special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.
Q:
HOW MANY VOTES DO I HAVE?

A:
You are entitled to one vote for each share of OPRF common stock that you owned as of the close of business on the record date. As of the close of business on the record date, there were approximately 184,643 outstanding shares of OPRF common stock entitled to vote. As of that date,

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Q:
WHEN AND WHERE IS THE SPECIAL MEETING?

A:
The special meeting will be held at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301. Subject to space availability, all OPRF stockholders as of the close of business on the record date, or their duly appointed proxies, may attend the special meeting. Since seating may be limited, admission to the special meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:30 A.M., local time.

Q:
IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:
If your shares of OPRF common stock are held in "street name" by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to OPRF or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee.

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Q:
WHAT IF I ABSTAIN OR DO NOT VOTE?

A:
For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting, either in person or represented by proxy, but abstains from voting.
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING INSTRUCTION CARD WITHOUT INDICATING HOW TO VOTE?

A:
If you hold your shares of OPRF common stock in your name as a stockholder of record, and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of OPRF common stock represented by your proxy will be voted "FOR" the merger proposal and "FOR" the adjournment proposal.
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:
Yes. If you hold your shares of OPRF common stock in your name as a stockholder of record, you may change your vote at any time before your proxy is voted at the special meeting. You may do so in one of three ways:

first, by sending a notice of revocation stating that you would like to revoke your proxy;

second, by sending a completed proxy card bearing a later date than your original proxy card; or

third, by attending the special meeting and voting in person. Attendance at the special meeting will not in itself constitute the revocation of a proxy.

Oak Park River Forest Bankshares, Inc.
Attn: Walter F. Healy
1001 Lake Street
Oak Park, Illinois 60301
(708) 660-1000

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Q:
DO I NEED IDENTIFICATION TO ATTEND THE SPECIAL MEETING IN PERSON?

A:
Yes. If you hold your shares of OPRF common stock in your name as a stockholder of record and you wish to attend the special meeting and vote in person, please bring valid picture identification.
Q:
ARE OPRF STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A:
OPRF stockholders will be entitled to appraisal rights but only if they comply with the Delaware law procedures summarized in the section entitled "The Merger—Dissenters' Rights." The entirety of Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL, is provided on Appendix C to this proxy statement/prospectus. Upon consummation of the merger, any OPRF stockholder who has perfected her, his or its appraisal rights will have the right to have a court in Delaware determine the value of each share of stock and to be paid the appraised value determined by the court, which could be more or less than the merger consideration.

Q:
WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO U.S. HOLDERS OF SHARES OF OPRF COMMON STOCK?

A:
The merger is intended to qualify, and the obligation of Byline and OPRF to complete the merger is conditioned upon the receipt of legal opinions from their respective counsel to the effect that the merger will qualify, as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. In such case, a U.S. holder of OPRF common stock generally will recognize gain (but not loss) upon receipt of Byline common stock and cash (other than cash received in lieu of a fractional share of Byline common stock) in exchange for shares OPRF common stock pursuant to the merger in an amount equal to the lesser of (1) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Byline common stock received pursuant to the merger over such holder's adjusted tax basis in the shares of OPRF common stock surrendered in the exchange) and (2) the amount of cash received pursuant to the merger (excluding any cash received in lieu of a fractional share of Byline common stock). In addition, a U.S. holder of OPRF common stock generally will recognize gain or loss with respect to the cash received in lieu of a fractional share of Byline common stock.

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Q:
WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:
If the merger is not completed, OPRF stockholders will not receive any consideration for their shares of OPRF common stock that otherwise would have been received in connection with the merger. Instead, OPRF will remain an independent company.

Q:
WHAT HAPPENS IF I SELL MY SHARES OF OPRF COMMON STOCK AFTER THE RECORD DATE BUT BEFORE THE SPECIAL MEETING?

A:
The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of OPRF common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the special meeting), but you will not have the right to receive the merger consideration to be received by OPRF stockholders in the merger. In order to receive the merger consideration, you must hold your shares of OPRF common stock through completion of the merger.

Q:
WILL I BE ABLE TO SELL THE SHARES OF BYLINE COMMON STOCK THAT I RECEIVE IN THE MERGER?

A:
Yes. You may freely trade the shares of Byline common stock issued in the merger, except for shares issued to any stockholder who may be deemed to be an "affiliate" of Byline for purposes of Rule 144 under the Securities Act of 1933, as amended, which we refer to as the Securities Act. Persons who may be deemed to be affiliates of Byline include individuals or entities that control, are controlled by, or are under common control with Byline and may include the executive officers, directors and significant stockholders of Byline.

Q:
ARE THERE RISKS INVOLVED IN UNDERTAKING THE MERGER?

A:
Yes. In evaluating the merger, OPRF stockholders should carefully consider the factors discussed in "Risk Factors" beginning on page 37 and other information about Byline included in the documents incorporated by reference into this proxy statement/prospectus, as well as the information about OPRF included in this proxy statement/prospectus.

Q:
SHOULD OPRF STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:
No. OPRF stockholders SHOULD NOT send in any stock certificates now. If the merger is approved, transmittal materials with instructions for their completion will be provided to OPRF stockholders under separate cover and the stock certificates should be sent at that time.

Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:
OPRF stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold shares of OPRF common stock in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold such shares. In each case, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of OPRF common stock that you own.

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Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:
If you are an OPRF stockholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Walter F. Healy at (708) 660-1000.

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SUMMARY

        This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire proxy statement/prospectus and its appendices and the other documents to which the parties refer before you decide how to vote with respect to the proposals. In addition, Byline incorporates by reference important business and financial information about Byline into this proxy statement/prospectus. For a description of this information, please see the section entitled "Incorporation of Certain Documents by Reference." You may obtain the information Byline has incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" in the forepart of this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

THE MERGER AND THE MERGER AGREEMENT (PAGES 53 AND 83)

        The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached to this proxy statement/prospectus as Appendix A. The parties encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

        Under the terms of the merger agreement, OPRF will merge with and into Byline, with Byline continuing as the surviving corporation. Immediately following the completion of the merger, Community Bank will merge with and into Byline Bank, with Byline Bank as the resulting bank.

MERGER CONSIDERATION (PAGE 84)

        In the merger, each share of OPRF common stock outstanding immediately prior to the effective time, other than shares, if any, owned by OPRF or Byline or as to which statutory appraisal rights have been properly exercised and perfected, will be converted into the right to receive (i) the cash consideration, and (ii) a number of shares of Byline common stock equal to the exchange ratio, subject to adjustment as set forth in the merger agreement and as further described in the section entitled "Description of the Merger Agreement—Merger Consideration." For each fractional share of Byline common stock that would otherwise be issued, Byline will pay cash in an amount equal to the fraction of a share (rounded to the nearest cent) of Byline common stock which the holder would otherwise be entitled to receive multiplied by the Byline closing price. No interest will be paid or accrue on the cash payable to holders in lieu of fractional shares.

RECOMMENDATION OF THE OPRF BOARD OF DIRECTORS (PAGE 58)

        After careful consideration, the OPRF board unanimously recommends that OPRF stockholders vote "FOR" the merger proposal and "FOR" the adjournment proposal. For a more complete description of OPRF's reasons for the merger and the recommendations of the OPRF board, please see the section entitled "The Merger—Recommendation of the OPRF Board of Directors and OPRF's Reasons for the Merger."

OPINION OF OPRF'S FINANCIAL ADVISOR (PAGE 60)

        At the October 2, 2018 meeting of the OPRF board, a representative of OPRF's financial advisor, Monroe Financial Partners, Inc., which we refer to as Monroe, rendered Monroe's oral opinion, which was subsequently confirmed by delivery of a written opinion to the OPRF board, dated October 17, 2018, as to the fairness, as of such date, from a financial point of view, to the holders of OPRF's outstanding common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

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        The full text of the written opinion of Monroe, dated October 17, 2018, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken by Monroe, is attached as Appendix D to this proxy statement/prospectus. Monroe provided its opinion for the information and assistance of the OPRF board (solely in its capacity as such) in connection with, and for purposes of, the OPRF board's consideration of the merger and Monroe's opinion only addresses whether the merger consideration to be received by the holders of OPRF common stock in the merger pursuant to the merger agreement is fair, from a financial point of view, to such holders. The opinion of Monroe does not address any other term or aspect of the merger agreement or the transactions contemplated thereby. The Monroe opinion does not constitute a recommendation to the OPRF board or any holder of OPRF common stock as to how the OPRF board, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter.

OPRF SPECIAL MEETING OF STOCKHOLDERS (PAGE 44)

        The special meeting will be held at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301. At the special meeting, holders of shares of OPRF common stock will be asked to approve the merger proposal and the adjournment proposal.

        The OPRF board has fixed the close of business on February 11, 2019 as the record date for determining the holders of shares of OPRF common stock entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, there were 184,643 shares of OPRF common stock outstanding and entitled to vote at the special meeting held by approximately 113 stockholders of record. Each share of OPRF common stock entitles the holder to one vote on each proposal to be considered at the special meeting.

        As of the close of business on the record date, directors and executive officers of OPRF and their affiliates owned and were entitled to vote 36,923 shares of OPRF common stock, representing approximately 20% of the shares of OPRF common stock outstanding on that date. As of the close of business on the record date, Byline beneficially held no shares of OPRF common stock.

        Each of the directors of OPRF, in his or her capacity as a beneficial owner of shares of OPRF common stock, has entered into a voting agreement with Byline, a copy of which is attached to this proxy statement/prospectus as Appendix B, in which each such director has agreed to vote all shares of OPRF common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of OPRF to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. As of the close of business on the record date, OPRF's directors beneficially owned, in the aggregate, 36,923 shares of OPRF common stock, allowing them to exercise approximately 20% of the voting power of OPRF common stock.

        Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of OPRF common stock entitled to vote at the special meeting. Approval of the adjournment proposal requires the affirmative vote of the majority of the shares having voting power present in person or represented by proxy at a duly held meeting at which a quorum is present.

INTERESTS OF OPRF DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER (PAGE 72)

        In considering the recommendation of the OPRF board, OPRF stockholders should be aware that the directors and executive officers of OPRF have certain interests in the merger that may be different from, or in addition to, the interests of OPRF stockholders generally. The OPRF board was aware of

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these interests and considered them, among other matters, in making its recommendation that OPRF stockholders vote to approve the merger proposal. These interests include:

        For a more complete description of the interests of OPRF's directors and executive officers in the merger, see "The Merger—Interests of OPRF Directors and Executive Officers in the Merger."

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MANAGEMENT AND BOARD OF DIRECTORS OF BYLINE AFTER THE MERGER (PAGE 72)

        The directors and officers of Byline immediately prior to the effective time will be the directors and officers of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly appointed and qualified.

REGULATORY APPROVALS REQUIRED FOR THE MERGER (PAGE 76)

        The merger cannot proceed without obtaining all requisite regulatory approvals. Byline and OPRF have agreed to use their reasonable best efforts to obtain the required approvals. The merger of Byline and OPRF is subject to prior approval of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, or through delegated authority to the Federal Reserve Bank of Chicago, unless the Federal Reserve waives this requirement pursuant to Regulation Y under the BHC Act. In accordance with Regulation Y, on November 26, 2018, Byline submitted a request to the Federal Reserve Bank of Chicago for a waiver from the requirement under Section 3 of the BHC Act for prior approval of the Federal Reserve. On December 27, 2018, the Federal Reserve granted the requested waiver.

        Immediately following the completion of the merger, Community Bank will merge with and into Byline Bank, with Byline Bank as the resulting bank. The bank merger will be subject to approval by the Federal Deposit Insurance Corporation, which we refer to as the FDIC, and the Illinois Department of Financial and Professional Regulation, which we refer to as the IDFPR. Byline Bank submitted applications with the FDIC and the IDFPR on November 26, 2018 seeking the necessary approvals for the bank merger. The FDIC approved the bank merger on January 4, 2019, and the IDFPR approved the bank merger on January 9, 2019. The U.S. Department of Justice has authority to comment on the merger and the bank merger during the regulatory approval process of the FDIC and had fifteen (15) days following the approval by the FDIC on January 4, 2019 to challenge the merger on antitrust grounds. The U.S. Department of Justice did not challenge the merger or bank merger during such fifteen (15) day period.

        Neither Byline nor OPRF is aware of any material governmental approvals or actions that are required for completion of the merger or bank merger other than those described above, all of which have been obtained. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. However, there can be no assurance that any additional approvals or actions will be obtained.

CONDITIONS TO CONSUMMATION OF THE MERGER (PAGE 96)

        The respective obligation of each party to consummate the merger is subject to the fulfilment or written waiver at or prior to the closing of each of the following conditions:

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        OPRF's obligation to consummate the merger is also subject to the fulfillment or written waiver of each of the following conditions:

        Byline's obligation to consummate the merger is also subject to the fulfilment or written waiver of each of the following conditions:

        For more information, please see the section entitled "Description of the Merger Agreement—Conditions to Consummation of the Merger."

ACQUISITION PROPOSALS (PAGE 95)

        Under the terms of the merger agreement, OPRF has agreed that it will not and will cause its subsidiaries and affiliates not to:

        However, the above restriction does not prevent OPRF or its board of directors from:

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only if, however, in each case referred to in the bullet points above, (i) the OPRF board concludes in good faith (after consultation with outside legal counsel and financial advisor) that (A) such acquisition proposal either constitutes a superior proposal (as defined in the section entitled "Description of the Merger Agreement—Acquisition Proposals") or would reasonably be expected to result in a superior proposal and (B) the failure to take such action would reasonably be expected to violate the directors' fiduciary duties under applicable law; and (ii) OPRF has provided notice to Byline of its intention to provide information to the person who has made such acquisition proposal, and OPRF has provided such information to Byline.

        Further, the merger agreement provides that, unless the merger agreement is contemporaneously terminated in accordance with its terms, the OPRF board will not cause or permit OPRF to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to above) relating to any acquisition proposal.

        For more information, please see the section entitled "Description of the Merger Agreement—Acquisition Proposals."

TERMINATION OF THE MERGER AGREEMENT (PAGE 97)

        Byline and OPRF may mutually agree in writing to terminate the merger agreement at any time prior to the effective time. Subject to certain conditions described in the merger agreement, either Byline or OPRF may also terminate the merger agreement if:

        In addition, OPRF may terminate the merger agreement if there is a breach of any of the covenants, agreements, representations or warranties of Byline such that the applicable conditions to OPRF's obligation to close the merger set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of the outside date or thirty (30) days after notice to Byline from OPRF.

        In addition, Byline may terminate the merger agreement if there is a breach of any of the covenants, agreements, representations or warranties of OPRF such that the applicable conditions to Byline's obligation to close the merger set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of the outside date or thirty (30) days after notice to OPRF from Byline.

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        Byline may also terminate the merger agreement prior to the adoption of the merger agreement by the OPRF stockholders, if:

        For more information, please see the section entitled "Description of the Merger Agreement—Termination of the Merger Agreement."

TERMINATION FEE (PAGE 98)

        OPRF has agreed to pay to Byline a cash termination fee in an amount equal to $1,780,000 in the following circumstances:

        For more information, please see the section entitled "Description of the Merger Agreement—Termination Fee."

VOTING AGREEMENT (PAGE 99)

        Each of the directors of OPRF, in his or her capacity as a beneficial owner of shares of OPRF common stock, has entered into a voting agreement with Byline, a copy of which is attached to this proxy statement/prospectus as Appendix B, pursuant to which each such director has agreed to vote all shares of OPRF common stock that he or she beneficially owns and has the power to vote in favor of

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the merger proposal and any other matter that is required to be approved by the stockholders of OPRF to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. As of the close of business on the record date, OPRF's directors beneficially owned, in the aggregate, 36,923 shares of OPRF common stock, allowing them to exercise approximately 20% of the voting power of OPRF common stock.

        For more information, please see the section entitled "Description of the Merger Agreement—Voting Agreement."

TREATMENT OF OPRF STOCK OPTIONS (PAGE 54)

        At the effective time, each outstanding option to purchase shares of OPRF common stock held by an employee of OPRF or Community Bank for which such employee makes an election in writing at least five (5) business days prior to the closing date to convert such option into an option to acquire common stock of Byline will vest in full (to the extent not already vested) and be converted into an option to purchase a number of shares of Byline common stock equal to the product obtained by multiplying (1) the number of shares of OPRF common stock subject to the OPRF stock option immediately prior to the effective time by (2) the equity award exchange ratio, rounded down to the nearest whole number of shares of Byline common stock. The per share exercise price of each such converted option will be equal to the quotient obtained by dividing (1) the per share exercise price of the corresponding OPRF stock option by (2) the equity award exchange ratio, rounded up to the nearest whole cent. Each converted option will be fully vested and exercisable as of the effective time and will otherwise be subject to the same terms and conditions applicable to the underlying OPRF stock option.

        At the effective time, each OPRF stock option held by (1) an employee of OPRF or Community Bank for which such employee makes an election in writing at least five (5) business days prior to the closing date to have such option cancelled in exchange for a cash payment and (2) individuals who are not (as of the effective time) employees of OPRF or Community Bank will be converted into the right to receive a cash payment equal to the product obtained by multiplying (1)(a) the sum of (i) the product obtained by multiplying (A) the exchange ratio by (B) the Byline closing price, and (ii) the cash consideration, less (b) the per share exercise price of such OPRF stock option, by (2) the number of shares of OPRF common stock subject to the OPRF stock option immediately prior to the effective time. Such cash payment, less applicable withholding taxes, will be made by Byline as soon as reasonably practicable following the effective time and the receipt of an option termination agreement executed by the holder of the OPRF stock option.

ACCOUNTING TREATMENT OF THE MERGER (PAGE 77)

        For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States, which we refer to as GAAP.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (PAGE 100)

        The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. In such case, a U.S. holder of OPRF common stock who receives Byline common stock and cash (other than cash received in lieu of a fractional share of Byline common stock) in exchange for shares of OPRF common stock pursuant to the merger, generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the Byline common stock received pursuant to the merger over such holder's adjusted tax basis in the shares of OPRF common stock surrendered in the exchange)

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and (2) the amount of cash received pursuant to the merger (excluding any cash received in lieu of a fractional share of Byline common stock). In addition, a U.S. holder of OPRF common stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Byline common stock. It is a condition to the completion of the merger that Byline and OPRF receive written opinions from their respective counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

        Tax matters are complicated and the tax consequences of the merger to each OPRF stockholder may depend on such stockholder's particular facts and circumstances. OPRF stockholders are urged to consult their tax advisors to understand fully the tax consequences to them of the merger. For more information, please see the section entitled "Material U.S. Federal Income Tax Consequences of the Merger."

COMPARISON OF STOCKHOLDERS' RIGHTS (PAGE 104)

        The rights of OPRF stockholders who continue as Byline stockholders after the merger will be governed by the DGCL, Byline's amended and restated certificate of incorporation, which we refer to as Byline's certificate of incorporation, and Byline's amended and restated bylaws, which we refer to as Byline's bylaws, rather than by the certificate of incorporation and bylaws of OPRF. For more information, please see the section entitled "Comparison of Stockholders' Rights."

THE PARTIES (PAGE 51)

        Byline Bancorp, Inc., which we refer to as Byline, a Delaware corporation, is a bank holding company headquartered in Chicago, Illinois. Byline completed its initial public offering, which we refer to as the IPO, on June 30, 2017. Byline's banking subsidiary, Byline Bank, an Illinois state-chartered bank, has been a part of the Chicago banking community for over 100 years and operates one of the largest branch networks in the City of Chicago. As of the date hereof, Byline Bank operates 58 branches in the Chicago metropolitan area and one branch in the Milwaukee metropolitan area. Byline Bank offers a broad range of banking products and services to small- and medium-sized businesses, commercial real estate and financial sponsors, and to consumers who generally live or work near its branches. In addition to its core commercial banking business, Byline Bank provides small ticket equipment leasing solutions through Byline Financial Group, a wholly owned subsidiary of Byline Bank, and was the sixth most active originator of Small Business Administration, which we refer to as the SBA, loans in the United States and the most active SBA lender in Illinois and Wisconsin as reported by the SBA for the quarter ended September 30, 2018. As of September 30, 2018, Byline had consolidated total assets of $4.9 billion, total gross loans and leases of $3.5 billion, total deposits of $3.7 billion and total stockholders' equity of $629.9 million.

        Byline common stock is traded on the NYSE under the ticker symbol "BY."

        OPRF, a Delaware corporation, is the parent bank holding company of Community Bank and is headquartered in Oak Park, Illinois. Community Bank had total assets of approximately $330 million, total gross loans of approximately $269 million and total deposits of approximately $294 million as of

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September 30, 2018. Serving its communities for over 20 years, Community Bank offers commercial, retail and mortgage banking services, with three locations in the villages of Oak Park and River Forest, Illinois.

RISK FACTORS (PAGE 37)

        Before voting at the special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, including the risk factors set forth in the section entitled "Risk Factors" or described in Byline's Annual Report on Form 10-K for the year ended on December 31, 2017, Byline's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018, and other reports filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR BYLINE

        The following table summarizes certain selected historical consolidated financial data of Byline for the periods and as of the dates indicated. You should read this in conjunction with Byline's consolidated financial statements and the notes to the consolidated financial statements contained in reports that Byline has previously filed with the SEC. Historical financial information for Byline can be found in its Annual Report on Form 10-K for the year ended December 31, 2017 and in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018. Please see the section entitled "Where You Can Find More Information" for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of Byline believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods indicate results for any future period. Byline's management uses the non-GAAP financial measures set forth herein in its analysis of Byline's performance. Byline believes that these non-GAAP financial measures provide useful information to management and investors, however, you should not view these disclosures as a substitute for results determined in accordance with GAAP financial measures. Byline has not declared or paid any dividends on its common stock in the last three years.

 
  (Unaudited)
As of or for the nine months
ended September 30,
  As of or for the year ended December 31,  
(dollars in thousands, except share and
per share data)

  2018   2017   2017   2016   2015  

Summary of Operations

                               

Net interest income

  $ 125,344   $ 90,761   $ 122,912   $ 90,618   $ 76,632  

Provision for loan and lease losses

    14,913     9,306     12,653     10,352     6,966  

Non-interest income

    37,073     37,419     50,058     25,904     20,839  

Non-interest expense

    115,645     89,165     119,523     100,686     105,172  

Income (loss) before provision for income taxes

    31,859     29,709     40,794     5,484     (14,667 )

Provision (benefit) for income taxes

    7,787     7,248     19,099     (61,245 )   307  

Net income (loss)

    24,072     22,461     21,695     66,729     (14,974 )

Dividends on preferred shares

    587     11,081     11,277          

Income available (loss attributable) to common stockholders

  $ 23,485   $ 11,380   $ 10,418   $ 66,729   $ (14,974 )

Earnings per Common Share

                               

Basic earnings per common share

  $ 0.73   $ 0.43   $ 0.39   $ 3.31   $ (0.86 )

Diluted earnings per common share

  $ 0.71   $ 0.43   $ 0.38   $ 3.27   $ (0.86 )

Adjusted diluted earnings per share(2)(3)(4)

  $ 0.93   $ 0.27   $ 0.52   $ 0.38   $ (0.80 )

Weighted average common shares outstanding (basic)

    32,341,087     26,194,025     26,963,517     20,141,630     17,332,775  

Weighted average common shares outstanding (diluted)(1)

    33,288,657     26,697,841     27,547,314     20,430,783     17,332,775  

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  (Unaudited)
As of or for the nine months
ended September 30,
  As of or for the year ended December 31,  
(dollars in thousands, except share and
per share data)

  2018   2017   2017   2016   2015  

Common shares outstanding

    36,279,600     29,305,400     29,317,298     24,616,706     17,332,775  

Balance Sheet Data

                               

Loans and leases held for investment, net before allowance for loan and lease losses(5)

  $ 3,455,802   $ 2,216,499   $ 2,277,492   $ 2,148,011   $ 1,345,437  

Loans and leases held for sale

    8,737     2,087     5,212     23,976     268  

Allowance for loan and lease losses (ALLL)

    23,424     15,980     16,706     10,923     7,632  

Acquisition accounting adjustments(6)

    42,375     34,249     31,693     43,242     19,171  

Interest-bearing deposits in other banks

    119,594     46,043     38,945     28,798     23,572  

Investment securities

    898,091     706,137     700,399     747,406     879,192  

Assets held for sale

    8,343     12,938     9,779     14,748     2,259  

Other real estate owned, net

    4,891     13,859     10,626     16,570     26,715  

Goodwill and other intangibles

    162,784     69,497     71,318     71,801     48,014  

Servicing assets

    20,674     21,669     21,400     21,091      

Total assets

    4,917,409     3,305,442     3,366,130     3,295,830     2,479,870  

Total deposits

    3,740,767     2,520,929     2,443,329     2,490,394     2,180,624  

Total liabilities

    4,287,548     2,845,909     2,907,552     2,913,172     2,291,596  

Total stockholders' equity

    629,861     459,533     458,578     382,658     188,274  

Deposits per branch

    63,403     44,227     43,631     37,170     26,273  

Book value per common share

    17.07     15.32     15.29     14.51     10.00  

Tangible book value per common share(2)

    12.59     12.95     12.85     11.59     7.23  

Key Ratios and Performance Metrics (annualized where applicable)

                               

Net interest margin

    4.56 %   4.07 %   4.11 %   3.59 %   3.44 %

Cost of deposits

    0.54     0.29     0.31     0.20     0.20  

Efficiency ratio(7)

    68.87     67.76     67.32     83.83     104.84  

Adjusted Efficiency ratio(2)(3)(7)

    61.93     67.02     66.04     81.73     103.72  

Non-interest expense to average assets

    3.85     3.61     3.62     3.66     4.22  

Adjusted non-interest expense to average assets(2)(3)

    3.47     3.57     3.55     3.57     4.18  

Return on average stockholders' equity

    6.01     7.23     5.08     27.93     (7.21 )

Adjusted return on average stockholders' equity(2)(3)(4)

    7.90     5.87     5.97     3.25     (6.69 )

Return on average assets

    0.80     0.91     0.66     2.42     (0.60 )

Adjusted return on average assets(2)(3)(4)

    1.05     0.74     0.77     0.28     (0.56 )

Non-interest income to total revenues(2)

    22.83     29.19     28.94     22.23     21.38  

Pre-tax pre-provision return on average assets(2)

    1.56     1.58     1.62     0.57     (0.31 )

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  (Unaudited)
As of or for the nine months
ended September 30,
  As of or for the year ended December 31,  
(dollars in thousands, except share and
per share data)

  2018   2017   2017   2016   2015  

Adjusted pre-tax pre-provision return on average assets(2)(3)

    1.93     1.62     1.69     0.66     (0.27 )

Return on average tangible common stockholders' equity(2)

    8.51     5.26     3.61     40.62     (8.39 )

Adjusted return on average tangible common stockholders' equity(2)(3)(4)

    10.96     3.52     4.73     6.24     (7.62 )

Non-interest bearing deposits to total deposits

    31.42     29.90     31.14     29.09     28.73  

Loans and leases held for sale and loans and leases held for investment to total deposits

    92.62     88.01     93.43     87.21     61.71  

Deposits to total liabilities

    87.25     88.58     84.03     85.49     95.16  

Asset Quality Ratios

                               

Non-performing loans and leases to total loans and leases held for investment, net before ALLL

    0.87 %   0.76 %   0.74 %   0.34 %   0.69 %

ALLL to total loans and leases held for investment, net before ALLL

    0.68     0.72     0.73     0.51     0.57  

Net charge-offs to average total loans and leases held for investment, net before ALLL

    0.40     0.26     0.31     0.42     0.33  

Capital Ratios

                               

Common equity to total assets

    12.60 %   13.59 %   13.31 %   10.84 %   6.99 %

Tangible common equity to tangible assets(2)

    9.60     11.73     11.51     8.85     5.15  

Leverage ratio

    10.78     11.95     12.25     10.07     7.85  

Common equity tier 1 capital ratio

    11.26     13.93     13.77     11.20     8.92  

Tier 1 capital ratio

    12.71     15.38     15.27     12.78     12.00  

Total capital ratio

    13.37     16.08     15.98     13.28     12.51  

(1)
Due to a loss for the year ended December 31, 2015, zero incremental shares are included because the effect would be anti-dilutive.

(2)
Represents a non-GAAP financial measure. See "Reconciliation of non-GAAP Financial Measures" for a reconciliation of Byline's non-GAAP measures to the most directly comparable GAAP financial measure.

(3)
Calculation excludes impairment charges, merger-related expenses, and core system conversion expenses.

(4)
Calculation excludes incremental income tax expense or benefit related to changes in corporate income tax rates and reversal of valuation allowance on net deferred tax assets.

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Table of Contents

(5)
Represents loans and leases, net of acquisition accounting adjustments, unearned deferred fees and costs and initial indirect costs.

(6)
Represents the remaining unamortized premium or unaccreted discount as a result of applying the fair value acquisition accounting adjustment at the time of the business combination on acquired loans.

(7)
Represents non-interest expense less amortization of intangible assets divided by net interest income and non-interest income.

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Table of Contents



GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES

        Some of the financial measures included in "Selected Historical Consolidated Financial Information for Byline" are not measures of financial performance in accordance with GAAP. Byline's management uses the non-GAAP financial measures set forth below in its analysis of Byline's performance:

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Table of Contents

        Byline believes that these non-GAAP financial measures provide useful information to its management and investors that is supplementary to its financial condition, results of operations and cash flows computed in accordance with GAAP; however, Byline acknowledges that its non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP financial measures that Byline and other companies use. Byline's management also uses these measures for peer comparison.

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Table of Contents

 

        The following reconciliation tables provide a more detailed analysis of the non-GAAP financial measures discussed herein:

 
  (Unaudited)
As of or for the nine
months ended
September 30,
  As of or for the year ended
December 31,
 
(dollars in thousands, except share and per
share data)

  2018   2017   2017   2016   2015  

Net income and earnings per share excluding significant items

                               

Reported Net Income

  $ 24,072   $ 22,461   $ 21,695   $ 66,729   $ (14,974 )

Significant items:

                               

Net deferred tax asset valuation allowance reversal

                (61,377 )    

Incremental income tax benefit of state tax rate change

        (4,790 )   (4,790 )        

Incremental income tax (benefit) expense attributed to federal income tax reform

    (724 )       7,154          

Impairment charges on assets held for sale

    256     951     951     905     1,092  

Merger-related expense

    1,790         1,272     1,550      

Core system conversion expense

    9,222                  

Tax benefit on significant items

    (2,978 )   (386 )   (781 )   (31 )    

Adjusted net income

  $ 31,638   $ 18,236   $ 25,501   $ 7,776   $ (13,882 )

Reported Diluted Earnings per Share

  $ 0.71   $ 0.43   $ 0.38   $ 3.27   $ (0.86 )

Significant items:

                               

Net deferred tax asset valuation allowance reversal

                (3.01 )    

Incremental income tax benefit of state tax rate change

        (0.18 )   (0.17 )        

Incremental income tax (benefit) expense attributed to federal income tax reform

    (0.02 )       0.26          

Impairment charges on assets held for sale

        0.03     0.03     0.04     0.06  

Merger-related expense

    0.05         0.05     0.08      

Core system conversion expense

    0.28                  

Tax benefit on significant items

    (0.09 )   (0.01 )   (0.03 )        

Adjusted Diluted Earnings per Share

  $ 0.93   $ 0.27   $ 0.52   $ 0.38   $ (0.80 )

Adjusted non-interest expense:

                               

Non-interest expense

  $ 115,645   $ 89,165   $ 119,523   $ 100,686   $ 105,172  

Less significant items:

                               

Impairment charges on assets held for sale

    256     951     951     905     1,092  

Merger-related expense

    1,790         1,272     1,550      

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Table of Contents

 
  (Unaudited)
As of or for the nine
months ended
September 30,
  As of or for the year ended
December 31,
 
(dollars in thousands, except share and per
share data)

  2018   2017   2017   2016   2015  

Core system conversion expense

    9,222                  

Adjusted non-interest expense

  $ 104,377   $ 88,214   $ 117,300   $ 98,231   $ 104,080  

Adjusted non-interest expense excluding amortization of intangible assets:

                               

Adjusted non-interest expense

  $ 104,377   $ 88,214   $ 117,300   $ 98,231   $ 104,080  

Less: Amortization of intangible assets

    3,795     2,307     3,074     3,003     2,980  

Adjusted non-interest expense excluding amortization of intangible assets

  $ 100,582   $ 85,907   $ 114,226   $ 95,228   $ 101,100  

Pre-tax pre-provision net income:

                               

Pre-tax income

  $ 31,859   $ 29,709   $ 40,794   $ 5,484   $ (14,667 )

Add: Provision for loan and lease losses

    14,913     9,306     12,653     10,352     6,966  

Pre-tax pre-provision net income

  $ 46,772   $ 39,015   $ 53,447   $ 15,836   $ (7,701 )

Adjusted pre-tax pre-provision net income:

                               

Pre-tax pre-provision net income

  $ 46,772   $ 39,015   $ 53,447   $ 15,836   $ (7,701 )

Impairment charges on assets held for sale

    256     951     951     905     1,092  

Merger-related expense

    1,790         1,272     1,550      

Core system conversion expense

    9,222                  

Adjusted pre-tax pre-provision net income

  $ 58,040   $ 39,966   $ 55,670   $ 18,291   $ (6,609 )

Total revenues:

                               

Net interest income

  $ 125,344   $ 90,761   $ 122,912   $ 90,618   $ 76,632  

Add: Non-interest income

    37,073     37,419     50,058     25,904     20,839  

Total revenues

  $ 162,417   $ 128,180   $ 172,970   $ 116,522   $ 97,471  

Tangible common stockholders' equity:

                               

Total stockholders' equity

  $ 629,861   $ 459,533   $ 458,578   $ 382,658   $ 188,274  

Less: Preferred stock

    10,438     10,438     10,438     25,441     15,003  

Less: Goodwill

    127,536     51,975     54,562     51,975     25,688  

Less: Core deposit intangibles and other intangibles

    35,248     17,522     16,756     19,826     22,326  

Tangible common stockholders' equity

  $ 456,639   $ 379,598   $ 376,822   $ 285,416   $ 125,257  

Tangible assets:

                               

Total assets

  $ 4,917,409   $ 3,305,442   $ 3,366,130   $ 3,295,830   $ 2,479,870  

Less: Goodwill

    127,536     51,975     54,562     51,975     25,688  

Less: Core deposit intangibles and other intangibles

    35,248     17,522     16,756     19,826     22,326  

Tangible assets

  $ 4,754,625   $ 3,235,945   $ 3,294,812   $ 3,224,029   $ 2,431,856  

Average tangible common equity:

                               

Average total stockholders' equity

  $ 535,176   $ 415,219   $ 427,339   $ 238,950   $ 207,596  

Less: Average preferred stock

    10,438     20,330     17,837     15,060     15,003  

Less: Average goodwill

    87,173     51,975     51,975     31,362     25,676  

Less: Average core deposit intangibles and other intangibles

    25,359     18,756     18,360     21,021     23,909  

Average tangible common stockholders' equity

  $ 412,206   $ 324,158   $ 339,167   $ 171,507   $ 143,008  

Average tangible assets:

                               

Average total assets

  $ 4,016,915   $ 3,301,941   $ 3,302,231   $ 2,754,738   $ 2,490,184  

Less: Average goodwill

    87,173     51,975     51,975     31,362     25,676  

Less: Average core deposit intangibles and other intangibles

    25,359     18,756     18,360     21,021     23,909  

Average tangible assets

  $ 3,904,383   $ 3,231,210   $ 3,231,896   $ 2,702,355   $ 2,440,599  

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  (Unaudited)
As of or for the nine
months ended
September 30,
  As of or for the year ended
December 31,
 
(dollars in thousands, except share and per
share data)

  2018   2017   2017   2016   2015  

Tangible net income available (loss attributable) to common stockholders:

                               

Income available (loss attributable) to common stockholders

  $ 23,485   $ 11,380   $ 10,418   $ 66,729   $ (14,974 )

Add: After-tax intangible asset amortization

    2,738     1,370     1,825     2,931     2,980  

Tangible net income available (loss attributable) to common stockholders

  $ 26,223   $ 12,750   $ 12,243   $ 69,660   $ (11,994 )

Adjusted tangible net income available (loss attributable) to common stockholders:

                               

Tangible net income available (loss attributable) to common stockholders

  $ 26,223   $ 12,750   $ 12,243   $ 69,660   $ (11,994 )

Net deferred tax asset valuation allowance reversal

                (61,377 )    

Incremental income tax benefit of state tax rate change

        (4,790 )   (4,790 )        

Incremental income tax (benefit) expense attributed to federal income tax reform

    (724 )       7,154          

Impairment charges on assets held for sale

    256     951     951     905     1,092  

Merger-related expense

    1,790         1,272     1,550      

Core system conversion expense

    9,222                  

Tax benefit on significant items

    (2,978 )   (386 )   (781 )   (31 )    

Adjusted tangible net income available (loss attributable) to common stockholders

  $ 33,789   $ 8,525   $ 16,049   $ 10,707   $ (10,902 )

Net interest margin:

                               

Reported net interest margin

    4.56 %   4.07 %   4.11 %   3.59 %   3.44 %

Effect of accretion income on acquired loans

    (0.52 )%   (0.28 )%   (0.29 )%   (0.11 )%   (0.36 )%

Net interest margin excluding accretion

    4.04 %   3.79 %   3.82 %   3.48 %   3.08 %

Pre-tax pre-provision return on average assets:

                               

Pre-tax pre-provision net income

  $ 46,772   $ 39,015   $ 53,447   $ 15,836   $ (7,701 )

Total average assets

    4,016,915     3,301,941     3,302,231     2,754,738     2,490,184  

Pre-tax pre-provision return on average assets

    1.56 %   1.58 %   1.62 %   0.57 %   (0.31 )%

Adjusted pre-tax pre-provision return on average assets:

                               

Adjusted pre-tax pre-provision net income

  $ 58,040   $ 39,966   $ 55,670   $ 18,291   $ (6,609 )

Total average assets

    4,016,915     3,301,941     3,302,231     2,754,738     2,490,184  

Adjusted Pre-tax pre-provision return on average assets

    1.93 %   1.62 %   1.69 %   0.66 %   (0.27 )%

Non-interest income to total revenues:

                               

Non-interest income

  $ 37,073   $ 37,419   $ 50,058   $ 25,904   $ 20,839  

Total revenues

    162,417     128,180     172,970     116,522     97,471  

Non-interest income to total revenues

    22.83 %   29.19 %   28.94 %   22.23 %   21.38 %

Adjusted non-interest expense to average assets:

                               

Adjusted non-interest expense

  $ 104,377   $ 88,214   $ 117,300   $ 98,231   $ 104,080  

Total average assets

    4,016,915     3,301,941     3,302,231     2,754,738     2,490,184  

Adjusted non-interest expense to average assets

    3.47 %   3.57 %   3.55 %   3.57 %   4.18 %

Adjusted efficiency ratio:

                               

Adjusted non-interest expense excluding amortization of intangible assets

  $ 100,582   $ 85,907   $ 114,226   $ 95,228   $ 101,100  

Total revenues

    162,417     128,180     172,970     116,522     97,471  

Adjusted efficiency ratio

    61.93 %   67.02 %   66.04 %   81.73 %   103.72 %

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Table of Contents

 
  (Unaudited)
As of or for the nine
months ended
September 30,
  As of or for the year ended
December 31,
 
(dollars in thousands, except share and per
share data)

  2018   2017   2017   2016   2015  

Adjusted return on average assets:

                               

Adjusted net income

  $ 31,638   $ 18,236   $ 25,501   $ 7,776   $ (13,882 )

Average total assets

    4,016,915     3,301,941     3,302,231     2,754,738     2,490,184  

Adjusted return on average assets

    1.05 %   0.74 %   0.77 %   0.28 %   (0.56 )%

Adjusted return on average stockholders' equity:

                               

Adjusted net income

  $ 31,638   $ 18,236   $ 25,501   $ 7,776   $ (13,882 )

Average stockholders' equity

    535,176     415,219     427,339     238,950     207,596  

Adjusted return on average stockholders' equity

    7.90 %   5.87 %   5.97 %   3.25 %   (6.69 )%

Tangible common equity to tangible assets:

                               

Tangible common equity

  $ 456,639   $ 379,598   $ 376,822   $ 285,416   $ 125,257  

Tangible assets

    4,754,625     3,235,945     3,294,812     3,224,029     2,431,856  

Tangible common equity to tangible assets

    9.60 %   11.73 %   11.51 %   8.85 %   5.15 %

Return on average tangible common stockholders' equity:

                               

Tangible net income available (loss attributable) to common stockholders

  $ 26,223   $ 12,750   $ 12,243   $ 69,660   $ (11,994 )

Average tangible common stockholders' equity

    412,206     324,158     339,167     171,507     143,008  

Return on average tangible common stockholders' equity

    8.51 %   5.26 %   3.61 %   40.62 %   (8.39 )%

Adjusted return on average tangible common stockholders' equity:

                               

Adjusted tangible net income available (loss attributable) to common stockholders

  $ 33,789   $ 8,525   $ 16,049   $ 10,707   $ (10,902 )

Average tangible common stockholders' equity

    412,206     324,158     339,167     171,507     143,008  

Adjusted return on average tangible common stockholders' equity

    10.96 %   3.52 %   4.73 %   6.24 %   (7.62 )%

Tangible book value per share:

                               

Tangible common equity

  $ 456,639   $ 379,598   $ 376,822   $ 285,416   $ 125,257  

Common shares outstanding

    36,279,600     29,305,400     29,317,298     24,616,706     17,332,775  

Tangible book value per share

  $ 12.59   $ 12.95   $ 12.85   $ 11.59   $ 7.23  

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        On May 31, 2018, Byline completed the acquisition of First Evanston Bancorp, Inc., which entity we refer to as First Evanston and which transaction we refer to as the First Evanston merger. The First Evanston merger was a "significant business combination" for Byline as defined in Regulation S-X and as a result, under applicable SEC rules, Byline is required to present the unaudited pro forma condensed combined financial data below to illustrate the results of operations of Byline after giving effect to the First Evanston merger. This pro forma financial data has been prepared using the acquisition method of accounting for business combinations in accordance with GAAP. The assets and liabilities of First Evanston were recorded by Byline at their respective fair values as of May 31, 2018, the date the First Evanston merger was completed. The selected unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 give effect to the First Evanston merger as if it had become effective on January 1, 2017. An unaudited pro forma condensed combined statement of financial condition as of September 30, 2018 is not presented, as First Evanston's statements of financial condition, including related acquisition accounting adjustments, have already been included in Byline's unaudited condensed consolidated statement of financial condition at September 30, 2018, included in Byline's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018. Except as otherwise noted, (i) the financial information included under the "Byline" column is derived from the audited financial statements of Byline as of and for the year ended December 31, 2017 or the unaudited interim condensed consolidated financial statements of Byline as of and for the nine months ended September 30, 2018, (ii) the financial information included in the "First Evanston Historical" column is derived from the audited financial statements of First Evanston as of and for the year ended December 31, 2017 or the unaudited interim condensed consolidated financial statements of First Evanston as of and for the three months ended March 31, 2018. The selected unaudited pro forma condensed combined financial data has been derived from and should be read in conjunction with the consolidated financial statements and related notes of Byline, and First Evanston, which are included in Byline's Current Report on Form 8-K/A, filed on August 13, 2018 and incorporated by reference in this proxy statement/prospectus.

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Pro Forma Condensed Combined Statement of Operations for the Period of January 1, 2018 through September 30, 2018

(dollars in thousands, except share and per share data)
  Byline   First
Evanston
Historical
  First
Evanston(a)
  First
Evanston
Historical
Reclassification
Adjustments*
  Pro
Forma
Adjustments
  Byline and
First
Evanston
Combined
Pro Forma
 

INTEREST AND DIVIDEND INCOME

                                     

Interest and fees on loans and leases

  $ 128,326   $ 10,177   $ 7,333   $ 100   $ 2,106 (1) $ 148,042  

Interest on securities

    14,443     554     344     (27 )   161 (2)   15,475  

Other interest and dividend income

    1,287     326     221     27         1,861  

Total interest and dividend income

    144,056     11,057     7,898     100     2,267     165,378  

INTEREST EXPENSE

                                     

Deposits

    12,214     1,348     1,049         8 (3)   14,619  

Federal Home Loan Bank advances

    4,441                     4,441  

Subordinated debentures and other borrowings

    2,057     87     66         37 (4)   2,247  

Total interest expense

    18,712     1,435     1,115         45     21,307  

Net interest income

    125,344     9,622     6,783     100     2,222     144,071  

PROVISION FOR LOAN AND LEASE LOSSES

    14,913     300     100             15,313  

Net interest income after provision for loan and lease losses

    110,431     9,322     6,683     100     2,222     128,758  

NON-INTEREST INCOME

                                     

Fees and service charges on deposits

    4,593     484     399     (49 )       5,427  

Net gains on sales of loans

    22,214                     22,214  

Wealth management and trust income

    866     661     646             2,173  

Other non-interest income

    9,400     307     117     (143 )       9,681  

Total non-interest income

    37,073     1,452     1,162     (192 )       39,495  

NON-INTEREST EXPENSE

                                     

Salaries and employee benefits

    58,834     4,290     11,572     (19 )   (8,665) (5)   66,012  

Occupancy expense and equipment, net

    13,580     662     372     (77 )   53 (6)   14,590  

Legal, audit and other professional fees

    8,627     44     2,440     539     (5,090) (7)   6,560  

Data processing

    15,396     624     685         (8,179) (5)   8,526  

Other intangible assets amortization expense

    3,795                 1,547 (8)   5,342  

Other non-interest expense

    15,413     1,348     1,071     (535 )   (25) (5)   17,272  

Total non-interest expense

    115,645     6,968     16,140     (92 )   (20,359 )   118,302  

INCOME BEFORE PROVISION FOR INCOME TAXES

    31,859     3,806     (8,295 )       22,581     49,951  

PROVISION FOR INCOME TAXES

    7,787     1,051     (2,912 )       6,288 (9)   12,214  

NET INCOME

    24,072     2,755     (5,383 )       16,293     37,737  

Dividends on preferred shares

    587                     587  

INCOME AVAILABLE TO COMMON STOCKHOLDERS

  $ 23,485   $ 2,755   $ (5,383 ) $   $ 16,293   $ 37,150  

EARNINGS PER COMMON SHARE

                                     

Basic

  $ 0.73                           $ 1.03  

Diluted

  $ 0.71                           $ 1.01  

AVERAGE SHARES OUTSTANDING

                                     

Basic

    32,341,087                       3,671,895 (10)   36,012,982  

Diluted

    33,288,657                       3,671,895 (10)   36,960,552  

*
The historical reclassification adjustments to First Evanston's historical financial information are presented to conform such financial information to the presentation of Byline's consolidated statement of operations.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements:

(a)
Includes results of operations for First Evanston from April 1, 2018 through May 31, 2018, based on internal financial reports as provided by senior management of First Evanston.

(1)
Adjustments to interest and fees on loans and leases reflect the change in loan and lease interest income due to estimated discount accretion associated with fair value adjustments of $28.0 million to acquired loans, assuming the loans had been acquired as of

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(2)
Adjustments to interest on securities reflect the change in securities income due to estimated discount accretion associated with fair value adjustments of $1.9 million to acquired securities, assuming the securities had been acquired as of January 1, 2017. The discount accretion was calculated on the effective yield method over the estimated lives of the acquired securities of five years.

(3)
Adjustments to interest on deposits reflect the change in deposit interest expense due to estimated premium amortization associated with fair value adjustments of $712,000 to acquired time deposits, assuming the time deposits had been acquired as of January 1, 2017. The premium amortization was calculated on the effective yield method over the remaining life of the acquired time deposits of approximately one year.

(4)
Adjustments to interest on borrowings reflect the change in interest expense due to estimated discount accretion of fair value adjustments to assumed junior subordinated debentures issued to capital trust. Adjustments reflect the change to interest expense that would have resulted had the borrowings been acquired as of January 1, 2017. The discount accretion of the fair value adjustment associated with the junior subordinated debenture issued to capital trust of $1.5 million was calculated on the effective yield method over the estimated life of the assumed borrowing of approximately 17 years.

(5)
Adjustments reflect the reversal of other operating expense related to the acquisition, which are nonrecurring, and will not have a continuing impact on the results of operations.

(6)
Adjustments to occupancy and equipment expense reflect the premium amortization resulting from a fair value adjustment of acquired buildings of $3.0 million. The amortization of the discount is calculated based on a straight line basis over useful lives ranging from 18 to 33 years.

(7)
Adjustments are to exclude transaction costs (e.g., advisory and legal) directly related to the acquisition of First Evanston, which are nonrecurring and will not have a continuing impact on the results of operations.

(8)
Adjustments to other intangible assets amortization expense reflect the change in other expense that would have resulted from the amortization of the core deposit intangible of $19.1 million and customer relationship intangible of $3.2 million had the acquisition occurred as of January 1, 2017. The amortization of the core deposit intangible was calculated on an accelerated basis over an estimated useful life of approximately nine years and the amortization of the customer relationship intangible was calculated on a straight line basis over an estimated life of 12 years.

(9)
Adjustments to provision for income taxes reflect recognition of tax expense associated with the adjusted net income before taxes assuming an effective tax rate of 27.85% in 2018.

(10)
Common stock assumed to be issued by Byline in the First Evanston merger.

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Pro Forma Condensed Combined Statement of Operations for the Period of January 1, 2017 through December 31, 2017

(dollars in thousands, except share and per share data)
  Byline   First
Evanston
Historical
  First
Evanston
Historical
Reclassification
Adjustments*
  Pro Forma
Adjustments
  Byline
and First
Evanston
Combined
Pro Forma
 

INTEREST AND DIVIDEND INCOME

                               

Interest and fees on loans and leases

  $ 120,406   $ 37,665   $ 426   $ 10,043 (1) $ 168,540  

Interest on securities

    15,526     2,097     (105 )   385 (2)   17,903  

Other interest and dividend income

    871     876     105         1,852  

Total interest and dividend income

    136,803     40,638     426     10,428     188,295  

INTEREST EXPENSE

                               

Deposits

    7,736     3,865         (490) (3)   11,111  

Federal Home Loan Bank advances

    3,291     98             3,389  

Subordinated debentures and other borrowings

    2,864     301         88 (4)   3,253  

Total interest expense

    13,891     4,264         (402 )   17,753  

Net interest income

    122,912     36,374     426     10,830     170,542  

PROVISION FOR LOAN AND LEASE LOSSES

    12,653     900             13,553  

Net interest income after provision for loan and lease losses

    110,259     35,474     426     10,830     156,989  

NON-INTEREST INCOME

                               

Fees and service charges on deposits

    5,289     1,917     (124 )       7,082  

Net gains on sales of loans

    33,062                 33,062  

Wealth management and trust income

        2,408             2,408  

Other non-interest income

    11,707     1,256     (611 )       12,352  

Total non-interest income

    50,058     5,581     (735 )       54,904  

NON-INTEREST EXPENSE

                               

Salaries and employee benefits

    67,269     20,739     (87 )   (12) (5)   87,909  

Occupancy expense and equipment, net

    16,550     2,527     (327 )   127 (6)   18,877  

Legal, audit and other professional fees

    7,027     770     658     (1,458) (7)   6,997  

Other intangible assets amortization expense

    3,074             4,150 (8)   7,224  

Other non-interest expense

    25,603     6,720     (553 )   (6) (5)   31,764  

Total non-interest expense

    119,523     30,756     (309 )   2,801     152,771  

INCOME BEFORE PROVISION FOR INCOME TAXES

    40,794     10,299         8,029     59,122  

PROVISION FOR INCOME TAXES

    19,099     2,444         3,262 (9)   24,805  

NET INCOME

    21,695     7,855         4,767     34,317  

Dividends on preferred shares

    11,277                 11,277  

INCOME AVAILABLE TO COMMON STOCKHOLDERS

  $ 10,418   $ 7,855   $   $ 4,767   $ 23,040  

EARNINGS PER COMMON SHARE

                               

Basic

  $ 0.39                     $ 0.68  

Diluted

  $ 0.38                     $ 0.67  

AVERAGE SHARES OUTSTANDING

                               

Basic

    26,963,517                 6,682,850 (10)   33,646,367  

Diluted

    27,547,314                 6,914,252 (10)   34,461,566  

*
The historical reclassification adjustments to First Evanston's historical financial information are presented to conform such financial information to the presentation of Byline's consolidated statement of operations.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements:

(1)
Adjustments to interest and fees on loans and leases reflect the change in loan and lease interest income due to estimated discount accretion associated with fair value adjustments of $28.0 million to acquired loans, assuming the loans had been acquired as of January 1, 2017. The discount accretion was calculated on the effective yield method over the estimated or life of the acquired loan portfolio of approximately five years.

(2)
Adjustments to interest on securities reflect the change in securities income due to estimated discount accretion associated with fair value adjustments of $1.9 million to acquired securities, assuming the securities had been acquired as of January 1,

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(3)
Adjustments to interest on deposits reflect the change in deposit interest expense due to estimated premium amortization associated with fair value adjustments of $712,000 to acquired time deposits, assuming the time deposits had been acquired as of January 1, 2017. The premium amortization was calculated on the effective yield method over the remaining life of the acquired time deposits of approximately one year.

(4)
Adjustments to interest on borrowings reflect the change in interest expense due to estimated discount accretion of fair value adjustments to assumed junior subordinated debentures issued to capital trust. Adjustments reflect the change to interest expense that would have resulted had the borrowings been acquired as of January 1, 2017. The discount accretion of the fair value adjustment associated with the junior subordinated debenture issued to capital trust of $1.5 million was calculated on the effective yield method over the estimated life of the assumed borrowing of approximately 17 years.

(5)
Adjustments reflect the reversal of other operating expense related to the acquisition, which are nonrecurring, and will not have a continuing impact on the results of operations.

(6)
Adjustments to occupancy and equipment expense reflect the premium amortization resulting from a fair value adjustment of acquired buildings of $3.0 million. The amortization of the discount is calculated based on a straight line basis over useful lives ranging from 18 to 33 years.

(7)
Adjustments are to exclude transaction costs (e.g., advisory and legal) directly related to the acquisition of First Evanston, which are nonrecurring and will not have a continuing impact on the results of operations.

(8)
Adjustments to other intangible assets amortization expense reflect the change in other expense that would have resulted from the amortization of the core deposit intangible of $19.1 million and customer relationship intangible of $3.2 million had the acquisition occurred as of January 1, 2017. The amortization of the core deposit intangible was calculated on an accelerated basis over an estimated useful life of approximately nine years and the amortization of the customer relationship intangible was calculated on a straight line basis over an estimated life of 12 years.

(9)
Adjustments to provision for income taxes reflect recognition of tax expense associated with the adjusted net income before taxes assuming an effective tax rate of 40.63% in 2017.

(10)
Common stock and stock options assumed to be issued by Byline in the First Evanston merger.

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COMPARATIVE MARKET INFORMATION

Byline Information

        Byline common stock is traded on the NYSE under the symbol "BY." You should obtain current price quotations for Byline common stock.

        The following table sets forth the closing sale price per share of Byline common stock on October 17, 2018, the trading day on which the public announcement of the signing of the merger agreement was made, and on February 11, 2019, the latest practicable date before the date of this proxy statement/prospectus. The following table also includes the equivalent market value per share of OPRF common stock on October 17, 2018 and February 11, 2019, based on 184,643 shares of OPRF common stock outstanding as of such dates, determined by adding $33.38 in cash plus the product of the share price of Byline common stock on such dates and the exchange ratio of 7.9321.

 
  Byline
Common Stock
  Equivalent Market
Value per OPRF
Common Share(1)
 

October 17, 2018

  $ 21.30   $ 202.33  

February 11, 2019

  $ 18.86   $ 182.98  

(1)
The information presented does not reflect the actual value of the merger consideration that will be received by holders of OPRF common stock in the merger. The exchange ratio is fixed (subject to potential adjustment, as described in "Description of the Merger Agreement—Merger Consideration") and therefore the value of the merger consideration at the closing of the merger will be based on the price of Byline common stock on the date the merger is completed. The information presented above solely illustrates the implied value of the merger consideration based on the share price of Byline common stock on the dates set forth above.

OPRF Information

        There is no established public trading market for shares of OPRF common stock and no broker makes a market in the stock.

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption entitled "Cautionary Statement Regarding Forward-Looking Statements," under "Item 1A. Risk Factors" in Byline's Annual Report on Form 10-K for the year ended December 31, 2017 and under "Item 1A. Risk Factors" in Byline's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018, OPRF stockholders should carefully consider the following factors in deciding whether to vote for OPRF's proposals. Please see the sections entitled "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."


Risks Related to the Merger and Byline's and
OPRF's Businesses upon Completion of the Merger

The value of the merger consideration that consists of Byline common stock will fluctuate based on the trading price of Byline common stock.

        The number of shares of Byline common stock to be issued in the merger will not automatically adjust based on the trading price of Byline common stock, and the market value of those shares at the effective time may vary significantly from the current price of Byline common stock or the price of Byline common stock at the time of the special meeting. Accordingly, at the time of the special meeting, OPRF stockholders will not know or be able to calculate the market value of the shares of Byline common stock they might receive upon the completion of the merger.

        The market price of Byline common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding Byline's operations or business prospects, including market sentiment regarding Byline's entry into the merger agreement. These risks may be affected by, among other things:

        Stock price changes may also result from a variety of other factors, many of which are outside of the control of Byline and OPRF, including changes in the business, operations or prospects of Byline or OPRF, regulatory considerations, and general business, market, industry or economic conditions. For more information, see "Description of the Merger Agreement—Merger Consideration" and "Description of the Merger Agreement—Termination."

        The merger consideration may be adjusted only under certain limited circumstances as set forth in the merger agreement. The total cash consideration of $6,162,460.13 is subject to an upward adjustment in the event that Community Bank makes a recovery or recoveries on a certain specified credit relationship not later than ten (10) days before the expected closing date, and (i) OPRF delivers, not later than ten (10) days before the expected closing date, a balance sheet reflecting OPRF's good faith estimate of its accounts as of the closing date, which we refer to as the OPRF estimated closing balance sheet, and (ii) following OPRF's delivery of the OPRF estimated closing balance sheet, Byline and OPRF agree on the OPRF final closing balance sheet. If these conditions are satisfied, the total cash consideration will be increased on a dollar-for-dollar basis by an amount equal to the net after tax

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amount of any recovery or recoveries on the specified credit relationship, provided that any such recovery or recoveries will first be allocated to the OPRF closing tangible common equity to the extent of any OPRF tangible common equity shortfall.

        Both the exchange ratio and the cash consideration are subject to downward adjustments in the event of an OPRF tangible common equity shortfall. Specifically, in the event of an OPRF tangible common equity shortfall, the merger consideration will be reduced on a dollar-for-dollar basis to the extent of such shortfall, with proportional downward adjustments to each of the exchange ratio and cash consideration.

The market price of Byline common stock after the merger may be affected by factors different from those affecting the shares of OPRF or Byline currently.

        Upon completion of the merger, holders of OPRF common stock will become holders of Byline common stock. Byline's business differs from that of OPRF. Accordingly, the results of operations of the combined company and the market price of Byline common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Byline and OPRF. For a discussion of the business and market of each of Byline and OPRF and of some important factors to consider in connection with the business of each of Byline and OPRF, please see "Information About the Companies."

OPRF stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Upon the completion of the merger, each former OPRF stockholder will have a percentage ownership of Byline that is smaller than such stockholder's current percentage ownership of OPRF. Based on the number of issued and outstanding shares of Byline common stock and OPRF common stock on February 11, 2019, and assuming no adjustment in the number of shares of Byline common stock to be issued as merger consideration pursuant to the merger agreement, stockholders of OPRF, as a group, will receive shares in the merger constituting approximately 3.9% of Byline common stock expected to be outstanding immediately after the merger (without giving effect to any Byline common stock held by OPRF stockholders prior to the merger). As a result, OPRF stockholders, as a group, will have less influence on the board of directors, management and policies of Byline following the merger than they now have on the board of directors, management and policies of OPRF.

Byline may fail to realize the anticipated benefits of the merger.

        Byline and OPRF have operated independently and will continue to do so until the completion of the merger. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, Byline's ability to successfully combine the businesses of Byline and OPRF, including by minimizing any disruptions to the existing customer relationships and business functions of Byline or OPRF, and avoiding any inconsistencies in standards, controls, procedures and policies. If Byline is not able successfully to achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy and could have an adverse effect on Byline's business, financial condition, operating results and prospects. Among the factors considered by the boards of directors of each of Byline and OPRF in connection with their respective approvals of the merger agreement were the anticipated benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all. To review the reasons for the merger in more detail, see "The Merger—Recommendation of the OPRF Board of Directors and OPRF's Reasons for the Merger."

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Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

        Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant regulatory approval, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party's regulatory standing or other factors could prevent or delay the receipt of one or more of the required regulatory approvals. Even if granted, the terms and conditions of the approvals may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business. Despite the parties' commitments to use their reasonable best efforts to obtain regulatory approvals, under the terms of the merger agreement, Byline and OPRF will not be required to complete the merger if any such approval imposes a burdensome condition. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. Additionally, the completion of the merger is subject to the satisfaction or waiver of certain other closing conditions, including the absence of certain orders, injunctions or decrees by any governmental authority that would prohibit or make illegal the completion of the merger. Please see the section entitled "Description of the Merger Agreement—Conditions to Consummation of the Merger."

Because of the closing conditions in the merger agreement and the ability of either Byline or OPRF to terminate the merger agreement in specific instances, there can be no assurance when or if the merger will be completed.

        The merger agreement is subject to a number of conditions that must be satisfied or waived to complete the merger. Those conditions include, among other things, (i) the accuracy of the other party's representations and warranties, subject to certain materiality standards, including the accuracy of the other party's representation and warranty of the absence of a material adverse effect on the other party since December 31, 2017, (ii) the other party's performance in all material respects of its obligations under the merger agreement, (iii) the adoption of the merger agreement and the transactions contemplated thereby by OPRF stockholders, (iv) the absence of any proceeding in connection with, or that could prevent, delay, make illegal or interfere with, any of the transactions contemplated by the merger agreement, (v) the receipt of required regulatory approvals, including the approval of certain federal and state banking agencies, (vi) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (vii) the receipt by each party of an opinion from such party's counsel to the effect that the merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, and (viii) the approval for listing on the NYSE of the shares of Byline common stock issuable in the merger.

        In addition, Byline's obligation to complete the merger is subject to dissenters' rights having been exercised by the holders of no more than 10% of OPRF common stock, receipt by OPRF of certain third party consents and the delivery to Byline from OPRF of the certificate or certificates representing the shares of common stock of Community Bank held by OPRF. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the required OPRF stockholder approval, or Byline or OPRF may elect to terminate the merger agreement in certain other circumstances. Please see the section entitled "Description of the Merger Agreement—Termination."

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Termination of the merger agreement could negatively affect OPRF.

        If the merger agreement is terminated there may be various adverse consequences to OPRF. For example, OPRF's business may have been adversely affected by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. In addition, if the merger agreement is terminated and the OPRF board seeks another merger or business combination, OPRF stockholders cannot be certain that OPRF will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Byline has agreed to provide in the merger, or that such other merger or business combination will be completed. Additionally, if the merger agreement is terminated, under certain circumstances OPRF may be required to pay Byline a termination fee of $1,780,000. Please see the section entitled "Description of the Merger Agreement—Termination Fee."

OPRF directors and officers have interests in the merger different from or in addition to the interests of OPRF stockholders generally.

        The interests of some of the directors and executive officers of OPRF may be different from those of OPRF stockholders generally. While the OPRF board knew about and considered these interests when making its decision to approve the merger agreement, and in recommending that OPRF stockholders vote in favor of adopting the merger agreement, OPRF stockholders should consider these interests when determining whether to vote to adopt the merger agreement. Please see the section entitled "The Merger—Interests of OPRF Directors and Executive Officers in the Merger."

The merger agreement contains provisions that may discourage other companies from trying to acquire OPRF for greater merger consideration.

        The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to OPRF that might result in greater value to OPRF stockholders than the proposed merger with Byline or may result in a potential competing acquirer proposing to pay a lower per share price to acquire OPRF than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on OPRF from soliciting, or entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions, subject to certain exceptions relating to the exercise of fiduciary duties by the OPRF board. In addition, OPRF may be required to pay Byline a termination fee of $1,780,000 upon termination of the merger agreement in certain circumstances involving acquisition proposals for competing transactions. Please see the sections entitled "Description of the Merger Agreement—Termination" and "Description of the Merger Agreement—Termination Fee."

The opinion of OPRF's financial advisor delivered to the OPRF board prior to the signing of the merger agreement does not reflect changes in circumstances between the date of the opinion and the completion of the merger.

        On October 17, 2018, the OPRF board received an opinion from Monroe, its financial advisor, as to the fairness, as of such date, from a financial point of view, to the holders of OPRF's outstanding common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion. Monroe's written opinion was delivered to the OPRF board on the date of signing of the merger agreement. Changes in the operations and prospects of OPRF or Byline may significantly alter the value of OPRF or the price of Byline common stock by the time the merger is completed. The opinion does not speak as of the date of this proxy statement/prospectus or the time the merger will be completed or as of any date other than the date of such opinion.

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        For a description of the opinion that OPRF received from its financial advisor, please refer to the section entitled "The Merger—Opinion of OPRF's Financial Advisor." A copy of Monroe's opinion is also attached to this proxy statement/prospectus as Appendix D.

Byline and OPRF will incur transaction and integration costs in connection with the merger.

        Each of Byline and OPRF has incurred and expects that it will incur significant, nonrecurring costs in connection with consummating the merger. In addition, Byline will incur integration costs following the completion of the merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled "—Byline may fail to realize the anticipated benefits of the merger." Byline and OPRF may also incur additional costs to maintain employee morale and to retain key employees. Byline and OPRF will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.

The shares of Byline common stock to be received by OPRF stockholders in the merger will have different rights from the shares of OPRF common stock.

        Upon completion of the merger, OPRF stockholders will receive merger consideration consisting, in part, of Byline common stock and will become Byline stockholders and their rights as stockholders will be governed by the DGCL and Byline's certificate of incorporation and bylaws. The rights associated with OPRF common stock are different from the rights associated with Byline common stock. Please see the section entitled "Comparison of Stockholders' Rights" for a discussion of the different rights associated with Byline common stock.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains certain forward-looking information about Byline, OPRF, and the combined corporation after the close of the merger, the anticipated benefits and related expenses to be incurred in connection with the merger and the integration of the companies' businesses, as well as certain information about the businesses and strategies of Byline and OPRF that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements and forward looking statements can be identified by use of the words such as "will," "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. Such statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of Byline, OPRF and the combined corporation. Readers are cautioned that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Byline with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to:

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        All forward-looking statements included in this proxy statement/prospectus are based on information available at the time of the proxy statement/prospectus. Projected or estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially.

        Byline and OPRF are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

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OPRF SPECIAL MEETING OF STOCKHOLDERS

DATE, TIME AND PLACE

        The special meeting will be held at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301. On or about February 22, 2019, OPRF commenced mailing of this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting.

PURPOSE OF THE SPECIAL MEETING

        At the special meeting, OPRF stockholders will be asked to consider and vote upon the following proposals:

        OPRF will transact no other business at the special meeting other than as listed above.

RECOMMENDATION OF THE OPRF BOARD OF DIRECTORS

        After careful consideration, the OPRF board has unanimously approved the merger agreement and the transactions contemplated thereby, and unanimously determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of OPRF and its stockholders.

        The OPRF board recommends that you vote "FOR" the merger proposal and "FOR" the adjournment proposal. Please see the section entitled "The Merger—Recommendation of the OPRF Board of Directors and OPRF's Reasons for the Merger."

RECORD DATE AND QUORUM

        The OPRF board has fixed the close of business on February 11, 2019 as the record date for determining the holders of shares of OPRF common stock entitled to receive notice of and to vote at the special meeting.

        As of the close of business on the record date, there were 184,643 shares of OPRF common stock outstanding and entitled to vote at the special meeting held by approximately 113 stockholders of record. Each share of OPRF common stock entitles the holder to one vote on each proposal to be considered at the special meeting.

        A majority of shares entitled to vote, represented in person or by proxy, constitutes a quorum for transacting business at the special meeting. Abstentions will be counted as represented at the special meeting for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.

        None of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as represented for purposes of establishing a quorum at the special meeting. Accordingly, such a failure would have an effect on the outcome of the vote if such failure prevents a quorum from being established. Please see "—Shares Held in 'Street Name"' below for further information.

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        As of the close of business on the record date, directors and executive officers of OPRF owned and were entitled to vote 36,923 shares of OPRF common stock, representing approximately 20% of the shares of OPRF common stock outstanding on that date. As of the close of business on the record date, Byline beneficially held no shares of OPRF common stock.

        Each of the directors of OPRF, in his or her capacity as a beneficial owner of shares of OPRF common stock, has entered into a voting agreement with Byline, a copy of which is attached to this proxy statement/prospectus as Appendix B, in which each such director has agreed to vote all shares of OPRF common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of OPRF to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. As of the close of business on the record date, OPRF's directors beneficially owned, in the aggregate, 36,923 shares of OPRF common stock, allowing them to exercise approximately 20% of the voting power of OPRF common stock.

REQUIRED VOTE

TREATMENT OF ABSTENTIONS; FAILURE TO VOTE

        For purposes of the special meeting, an abstention occurs when an OPRF stockholder attends the special meeting, either in person or represented by proxy, but abstains from voting.

        Abstentions will be counted as represented at the special meeting for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.

VOTING ON PROXIES; INCOMPLETE PROXIES

        Giving a proxy means that a stockholder authorizes the persons named in the proxy to vote such holder's shares at the special meeting in the manner such holder directs. An OPRF stockholder may vote by proxy or in person at the special meeting.

        The method of voting by proxy differs for shares held by stockholders of record and shares held in "street name."

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Stockholders of Record:

        If your shares of OPRF common stock are registered directly in your name, you are considered the stockholder of record with respect to these shares. If you hold your shares in your name as a stockholder of record, you may submit your proxy before the special meeting by mail. You must complete, sign, date and return the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

        You may also cast your vote in person at the special meeting. Please see "—Attending the Special Meeting and Voting in Person" below for further information.

        OPRF requests that OPRF stockholders vote by completing, dating and signing the accompanying proxy and returning it to OPRF as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of OPRF common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card.

        If you hold your shares of OPRF common stock in your name as a stockholder of record, and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of OPRF common stock represented by the proxy will be voted "FOR" the merger proposal and "FOR" the adjournment proposal.

Shares Held in "Street Name":

        If your shares of OPRF common stock are held in an account with a bank, broker or other nominee, which we refer to as shares held in "street name," the bank, broker or other nominee is considered the stockholder of record with respect to these shares and you are the beneficial owner of these "street name" shares.

        If your shares are held in "street name" through a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to vote your shares. You should refer to the voting form used by that firm to determine whether you may vote by telephone, Internet or mail.

        If your shares are held in "street name," OPRF recommends that you mark, date, sign and promptly mail the voting instruction form provided by your bank, broker or other nominee in accordance with the instructions provided by such nominee. If you do not give your bank, broker or other nominees instructions on how to vote your shares of OPRF common stock, your bank, broker or other nominees will not be able to vote your shares on either of the proposals at the special meeting and your shares will not be represented at the special meeting.

        If your shares are held in "street name" through a broker, bank or other nominee you must either direct your nominee on how to vote your shares or obtain a proxy from such nominee to vote in person at the special meeting. If your shares are held in "street name," you may only vote in person at the special meeting if you have proof of ownership of your shares of OPRF common stock as of the record date and obtain a valid legal proxy from your bank, broker or other nominee that is the stockholder of record of such shares and present such items at the special meeting. Please see "—Attending the Special Meeting and Voting in Person" below for further information.

        Every stockholder's vote is important. Accordingly, each OPRF stockholder should promptly submit a proxy, whether or not the stockholder plans to attend the special meeting.

        If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. In each case, please complete, sign, date and return each proxy card and voting instruction form that you receive.

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SHARES HELD IN "STREET NAME"

        If your shares of OPRF common stock are held in "street name" through a bank, broker or other nominee, you must provide the bank, broker or other nominee, as the stockholder of record of your shares, with instructions on how to vote your shares. Please follow the instructions provided by your bank, broker or other nominee. You may not vote shares held in "street name" by returning a proxy card directly to OPRF or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee.

        Brokers, banks or other nominees who hold shares in "street name" for the beneficial owner are not allowed to vote with respect to the approval of matters that are "non-routine" without specific instructions from the beneficial owner. Both proposals to be voted on at the special meeting are considered "non-routine" matters and, therefore, brokers, banks and other nominees do not have discretionary voting power on these matters. A "broker non-vote" occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, if you do not instruct your bank, broker or other nominee on how to vote your shares of OPRF common stock, your bank, broker or other nominee may not vote such shares on either the merger proposal or the adjournment proposal.

        Accordingly, if your shares of OPRF common stock are held in "street name" and you do not instruct your broker, bank or other nominee on how to vote your shares, then your bank, broker or other nominee will NOT be able to vote your shares of OPRF common stock on either the merger proposal or the adjournment proposal.

REVOCABILITY OF PROXIES AND CHANGES TO A STOCKHOLDER'S VOTE

        If you hold your shares of OPRF common stock in your name as a stockholder of record, you may change your vote at any time before your proxy is voted at the special meeting. You may do this in one of three ways:

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        If you are an OPRF stockholder of record and you choose to send a written notice of revocation or to mail a new proxy card, you must submit your notice of revocation or your new proxy to:

Oak Park River Forest Bankshares, Inc.
Attn: Walter F. Healy
1001 Lake Street
Oak Park, Illinois 60301
(708) 660-1000

        Any proxy that you submitted may also be revoked by voting in person at the special meeting.

        If your shares are held in "street name" through a broker, bank or other nominee and you have instructed your nominee how to vote your shares of OPRF common stock, you must submit new voting instructions to your nominee. You should follow the instructions you receive from your bank, broker or other nominee on how to change or revoke your vote.

ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON

        The special meeting will be held at 10:00 A.M., local time, on Friday, April 12, 2019, at Forsyth Building Community Room, Second Floor, 1011 Lake Street, Oak Park, Illinois 60301. Subject to space availability, all OPRF stockholders as of the close of business on the record date, or their duly appointed proxies, may attend the special meeting. Since seating may be limited, admission to the special meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:30 A.M., local time.

        If you hold your shares of OPRF common stock in your name as a stockholder of record and you wish to attend the special meeting and vote in person, please bring valid picture identification.

        If your shares are held in "street name" through a broker, bank or other nominee, you may only vote in person at the special meeting if you have proof of ownership of your shares of OPRF common stock as of the record date and obtain a valid legal proxy from your bank, broker or other nominee that is the stockholder of record of such shares and present such items at the special meeting. You must also bring valid picture identification.

        Any representative of a stockholder who wishes to attend the special meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the holder of shares of OPRF common stock and an acceptable form of identification.

DISSENTERS' RIGHTS

        In connection with the merger, OPRF stockholders will have the opportunity to exercise dissenters' rights in accordance with the procedures set forth in Section 262 of the DGCL. A copy of Section 262 of the DGCL is attached to this proxy statement/prospectus as Appendix C. A dissenting stockholder who votes "AGAINST" the merger proposal or who gives notice in writing to OPRF at or prior to the special meeting that such holder dissents from the merger and who follows the required procedures may receive cash in an amount equal to the value of his or her shares of OPRF common stock in lieu of the merger consideration provided for under the merger agreement. For additional details and information on how to exercise your dissenters' rights, please refer to the section entitled "The Merger—Dissenters' Rights" and Appendix C to this proxy statement/prospectus. Failure to follow all of the steps required under Section 262 of the DGCL will result in the loss of your dissenters' rights.

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SOLICITATION OF PROXIES

        OPRF is soliciting proxies for the special meeting from OPRF stockholders on behalf of its board of directors. OPRF will bear all of the costs of the proxy solicitation for the special meeting, including the costs of preparing, printing and mailing this proxy statement/prospectus to its stockholders. In addition to solicitations by mail, OPRF's directors, officers and employees may solicit proxies in person or by telephone, email, facsimile or other electronic methods without additional compensation.

        OPRF will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of OPRF common stock held in "street name" by such persons.

QUESTIONS AND ADDITIONAL INFORMATION

        If you have any questions or need assistance in voting your shares, please call Walter F. Healy at (708) 660-1000.

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OPRF PROPOSALS

MERGER PROPOSAL

        As discussed throughout this proxy statement/prospectus, OPRF is asking its stockholders to approve the merger proposal. Holders of shares of OPRF common stock should read carefully this proxy statement/prospectus in its entirety, including the appendices and the documents incorporated herein by reference, for more detailed information concerning the merger agreement and the merger. In particular, holders of shares of OPRF common stock are directed to the merger agreement, a copy of which is attached to this proxy statement/prospectus as Appendix A to this proxy statement/prospectus. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of OPRF common stock entitled to vote at the special meeting.

        The OPRF board unanimously recommends a vote "FOR" the merger proposal.

ADJOURNMENT PROPOSAL

        The special meeting may be adjourned to another time and place, if necessary or appropriate, to permit, among other things, the further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal.

        If, at the special meeting, OPRF does not have the affirmative vote of holders of a majority of the outstanding shares of OPRF common stock entitled to vote at the special meeting on the merger proposal, OPRF intends to move to adjourn the special meeting in order to enable the OPRF board to solicit additional proxies for approval of the merger proposal. If the stockholders approve the adjournment proposal, OPRF could adjourn the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted.

        The OPRF board unanimously recommends a vote "FOR" the adjournment proposal.

NO OTHER MATTERS

        Under Article II, Section 7 of OPRF's bylaws, OPRF may not transact any other business at the special meeting other than as listed above.

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INFORMATION ABOUT THE COMPANIES

Byline Bancorp, Inc.

Company Overview

        Byline is a bank holding company incorporated in the state of Delaware and headquartered in Chicago, Illinois. Byline completed its initial public offering, which we refer to as the IPO, on June 30, 2017. Byline's banking subsidiary, Byline Bank, an Illinois state-chartered bank, has been a part of the Chicago banking community for over 100 years and operates one of the largest branch networks in the City of Chicago. As of the date hereof, Byline Bank operates 58 branches in the Chicago metropolitan area and one branch in the Milwaukee metropolitan area. Byline Bank offers a broad range of banking products and services to small- and medium-sized businesses, commercial real estate and financial sponsors, and to consumers who generally live or work near its branches. In addition to its core commercial banking business, Byline Bank provides small ticket equipment leasing solutions through Byline Financial Group, a wholly owned subsidiary of Byline Bank, and was the sixth most active originator of SBA loans in the United States and the most active SBA lender in Illinois and Wisconsin as reported by the SBA for the quarter ended September 30, 2018. As of September 30, 2018, Byline had consolidated total assets of $4.9 billion, total gross loans and leases of $3.5 billion, total deposits of $3.7 billion and total stockholders' equity of $629.9 million.

        Byline's mission is to provide customers with a high degree of service, convenience and the products they need to achieve their financial objectives. Byline aims to do so one customer, one relationship and one neighborhood at a time. Byline believes that customers value convenience, prompt decision making and knowledge of the local market when choosing a banking partner. Byline distinguishes itself from smaller competitors with the breadth and sophistication of Byline's product capabilities, ranging from basic deposit accounts to cash-flow based loan facilities and cash management products; and Byline differentiates itself from larger competitors with its level of responsiveness, local decision making and the accessibility of its service. Given the large presence of out-of-state banks and the scarcity of local community banks that can competitively serve small- and medium-sized businesses, Byline seeks an attractive opportunity to be the bank that Chicago deserves.

        Byline's culture is rooted in a set of core values that Byline refers to as the Things That Matter. These values underlie everything Byline does, including the way Byline engages with customers, collaborates with colleagues, does business and manage its resources. Byline believes its culture and the quality of its people have been catalysts of its success and will continue to propel its future.

Implications of Being an Emerging Growth Company

        Byline is an "emerging growth company" as defined under the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

        Byline has elected to take advantage of the scaled disclosure requirements and other relief described above in this proxy statement/prospectus and its other reports filed with the SEC and may take advantage of these exemptions for so long as it remains an emerging growth company. Byline will

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remain an emerging growth company until the earliest of (i) the end of the fiscal year during which Byline has total annual gross revenues of $1,070,000,000 or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of Byline's IPO, (iii) the date on which Byline has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the end of the fiscal year in which the market value of Byline's equity securities that are held by non-affiliates exceeds $700 million as of June 30 of that year.

        In addition to scaled disclosure and the other relief described above, the JOBS Act permits Byline an extended transition period for complying with new or revised accounting standards affecting public companies. Byline has elected to take advantage of this extended transition period, which means that the financial statements incorporated by reference into this proxy statement/prospectus, as well as any financial statements that Byline files in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as Byline remains an emerging growth company or until Byline affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.

Principal Offices and Additional Information

        Byline's principal executive office is located at 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601. Byline's telephone number is (773) 244-7000, and Byline's website address is www.bylinebancorp.com. Information on Byline's website is not a part of this proxy statement/prospectus and is not incorporated herein. Byline common stock is traded on the NYSE under the ticker symbol "BY."

        Additional information about Byline and its subsidiaries may be found in the documents incorporated by reference into this proxy statement/prospectus. Please also see the section entitled "Where You Can Find More Information."

Oak Park River Forest Bankshares, Inc.

Company Overview

        OPRF is a financial services and one-bank holding company headquartered in Oak Park, Illinois founded in 1996 by a group of experienced bankers and local business people. OPRF is incorporated under the laws of the State of Delaware. OPRF is engaged in the banking business through its wholly-owned subsidiary, Community Bank. Community Bank is dedicated to providing quality financial and banking services, including community and business banking, commercial lending and mortgage banking services, to its local communities, and operates three locations in the villages of Oak Park and River Forest, Illinois.

        Community Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings and other funds, to originate commercial, consumer and mortgage loans. As a locally owned bank that creates financial solutions for individuals, businesses, and nonprofits, Community Bank delivers the convenient services of a larger bank in a personal, friendly style that lets its customers know they are its top priority.

        Community Bank had total assets of approximately $330 million, total loans of approximately $269 million and total deposits of approximately $294 million as of September 30, 2018.

Principal Offices and Additional Information

        OPRF's principal executive offices are located at 1001 Lake Street, Oak Park, IL 60301, and its telephone number at that location is (708) 660-1000.

        OPRF common stock is privately held and is not quoted on any stock exchange or market. OPRF has not declared or paid any cash dividends with respect to its common stock in the last three years.

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THE MERGER

        The following is a discussion of the merger and the material terms of the merger agreement between Byline and OPRF. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about Byline or OPRF. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Byline and OPRF make with the SEC, as described in the section entitled "Where You Can Find More Information."

TERMS OF THE MERGER

Transaction Structure

        Byline's and OPRF's boards of directors have approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of OPRF with and into Byline, with Byline continuing as the surviving corporation. Immediately following the completion of the merger, Community Bank will merge with and into Byline Bank, with Byline Bank as the resulting bank.

Merger Consideration

        In the merger, each share of OPRF common stock outstanding immediately prior to the effective time, other than shares, if any, owned by OPRF or Byline or as to which statutory appraisal rights have been properly exercised and perfected, will be converted into the right to receive the merger consideration consisting of (i) 7.9321 shares of Byline common stock (or a total of approximately 1,464,607 shares of Byline common stock in the aggregate); and (ii) an amount of cash equal to $6,162,460.13 divided by the total number of shares of OPRF common stock issued and outstanding immediately prior to the effective time (or approximately $33.38 per share of OPRF common stock), in each case subject to adjustment as set forth in the merger agreement and as further described in the section entitled "Description of the Merger Agreement—Merger Consideration." For each fractional share of Byline common stock that would otherwise be issued, Byline will pay cash in an amount equal to the fraction of a share (rounded to the nearest cent) of Byline common stock which the holder would otherwise be entitled to receive multiplied by the Byline closing price. No interest will be paid or accrue on the cash payable to holders in lieu of fractional shares.

        The market value of the stock portion of the merger consideration will fluctuate with the price of Byline common stock, and the value of the shares of Byline common stock that holders of shares of OPRF common stock will receive upon consummation of the merger may be different than the value of the shares of Byline common stock that holders of shares of OPRF common stock would receive if calculated on the date Byline and OPRF announced the merger, on the date that this proxy statement/prospectus is being mailed to OPRF stockholders, or on the date of the special meeting of OPRF stockholders.

        Based on the closing price of Byline common stock as reported on the NYSE of $21.30 as of October 17, 2018, the trading day on which the public announcement of the merger was made, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger consideration was approximately $202.33 per share of OPRF common stock and the implied aggregate transaction value on a fully diluted basis was approximately $42.0 million.

        Based on the closing price of Byline common stock as reported on the NYSE of $18.86 as of February 11, 2019, the last practicable date before the date of this proxy statement/prospectus, and assuming there are no adjustments pursuant to the merger agreement, the implied value of the merger

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consideration was approximately $182.98 per share of OPRF common stock and the implied aggregate transaction value on a fully diluted basis was approximately $37.7 million. We urge you to obtain current market quotations for shares of Byline common stock.

Treatment of OPRF Stock Options

        At the effective time, each outstanding option to purchase shares of OPRF common stock held by an employee of OPRF or Community Bank for which such employee makes an election in writing at least five (5) business days prior to the closing date to convert such option into an option to acquire common stock of Byline will vest in full (to the extent not already vested) and be converted into an option to purchase a number of shares of Byline common stock equal to the product obtained by multiplying (1) the number of shares of OPRF common stock subject to the OPRF stock option immediately prior to the effective time by (2) the equity award exchange ratio, rounded down to the nearest whole number of shares of Byline common stock. The per share exercise price of each such converted option will be equal to the quotient obtained by dividing (1) the per share exercise price of the corresponding OPRF stock option by (2) the equity award exchange ratio, rounded up to the nearest whole cent. Each converted option will be fully vested and exercisable as of the effective time and will otherwise be subject to the same terms and conditions applicable to the underlying OPRF stock option.

        At the effective time, each OPRF stock option held by (1) an employee of OPRF or Community Bank for which such employee makes an election in writing at least five (5) business days prior to the closing date to have such option cancelled in exchange for a cash payment and (2) individuals who are not (as of the effective time) employees of OPRF or Community Bank will be converted into the right to receive a cash payment equal to the product obtained by multiplying (1)(a) the sum of (i) the product obtained by multiplying (A) the exchange ratio by (B) the Byline closing price, and (ii) the cash consideration, less (b) the per share exercise price of such OPRF stock option, by (2) the number of shares of OPRF common stock subject to the OPRF stock option immediately prior to the effective time. Such cash payment, less applicable withholding taxes, will be made by Byline as soon as reasonably practicable following the effective time and the receipt of an option termination agreement executed by the holder of the OPRF stock option.

BACKGROUND OF THE MERGER

        As part of its ongoing consideration and evaluation of OPRF's long-term business strategy and prospects, the OPRF board and senior management have engaged in periodic strategic reviews during which the OPRF board discussed OPRF's strategic direction, performance and prospects in the context of trends and developments in the markets that OPRF serves, the banking industry and the regulatory environment. As part of such reviews, the OPRF board consulted with its financial and legal advisors, Monroe and Vedder Price P.C., which we refer to as Vedder Price, respectively. Among other things, these discussions have focused on the highly competitive landscape and recent bank acquisition transactions in the Chicago metropolitan market, including potential strategic alternatives available to OPRF.

        In recent years, as OPRF continued to successfully grow its asset base and operations, it has considered the potential benefits of a business combination with a larger financial institution that would allow OPRF to continue growing its franchise while taking advantage of economies of scale. In considering any such business combination, the OPRF board has been focused on enhancing long-term value for OPRF stockholders and its other constituencies, including providing OPRF stockholders with enhanced liquidity as well as the opportunity to participate in future growth of a larger financial institution, on a tax deferred basis, while also continuing to offer high quality, personalized service along with expanded banking tools to its communities and customer base. As OPRF continued to grow and improve profitability, it periodically received inquiries from other financial institutions regarding

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possible strategic combinations. In response to such inquiries, senior management of OPRF had discussions with certain parties, however, these discussions did not advance past the preliminary stage since the OPRF board believed that remaining independent was in the long-term best interests of its stockholders.

        In early 2018 however, the OPRF board had further discussions with Monroe and Vedder Price regarding mergers and acquisition activity in the Chicago area and then-current transaction pricing for mergers involving community banks. After reviewing and discussing such information, the OPRF board decided that it was in OPRF's best interest to consider strategic alternatives, including potential strategic combinations. Accordingly, OPRF's senior management team worked with Monroe to prepare a Confidential Information Memo, which we refer to as the CIM, and related materials for prospective parties throughout the spring of 2018.

        In mid May 2018, Monroe distributed the CIM to approximately twenty-four (24) parties, along with a form of confidentiality agreement to be executed by each party in connection with each party's proposed initial due diligence review. After engaging in initial discussions with many of these parties, OPRF entered into confidentiality agreements with five (5) interested parties. After confidentiality agreements were signed with these five (5) interested parties, including Byline, information was made available to permit the interested parties the opportunity to conduct further due diligence.

        In late May and early June, the interested parties conducted preliminary due diligence of OPRF and Community Bank. On May 30, 2018, OPRF provided instructions to the interested parties to submit bids on or about June 6, 2018. Following distribution of the bid instructions, OPRF's senior management received initial non-binding indications of interest from four (4) of the five (5) interested parties in early June 2018.

        Shortly thereafter, on June 12, 2018, the OPRF board met with senior management, Monroe and Vedder Price to review and discuss the four (4) preliminary indications of interest received by OPRF. Monroe provided the OPRF board with a summary of the financial terms contained in the indications of interest and Vedder Price reviewed the other relevant terms contained in such indications of interest. After discussing the indications of interest in detail, the OPRF board determined it was in the best interest of OPRF to allow Byline and one other interested party, which we refer to as Party A, to continue in the bidding process and engage in a second round of due diligence. Byline and Party A conducted the second round of diligence throughout June and July of 2018.

        Throughout the rest of June, OPRF and its advisors met in person with and had conference calls with Byline and Party A to review diligence information and answer any questions the interested parties had regarding OPRF and its operations. On June 29, 2018, Monroe provided Byline and Party A with updated bid instructions requesting updated bids by July 10, 2018, along with a form definitive merger agreement that each interested party was to review and provide comments on as part of its updated bid offer.

        On or about July 10, 2018, OPRF received an updated indication of interest from each of Byline and Party A. After reviewing each updated offer, OPRF instructed Monroe to further negotiate the terms of each of Byline's and Party A's non-binding indications of interest. As a result, Monroe engaged in further negotiations with Byline and Party A, and on July 17, 2018, Byline and Party A each submitted further updated non-binding indications of interest. Following receipt of these updated proposals, senior management and Monroe had further discussions with Byline and Party A to confirm certain terms of each offer.

        On July 18, 2018, the OPRF board met to review each of the updated non-binding indications of interest. During the meeting, Monroe made a presentation outlining the financial terms of each offer. Vedder Price also provided the OPRF board with an overview of certain other terms of each offer, including the proposed deal structures, conditions to each offer and employee benefits related matters.

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Vedder Price also discussed the OPRF board's fiduciary duties in connection with reviewing the offers. After discussing both of the proposals in detail, the OPRF board determined that the offer from Byline, which contemplated that up to 85% of the consideration would consist of shares of Byline common stock, was superior to the offer from Party A and directed the senior management team and the company's advisors to pursue further negotiations with Byline. During the next two weeks, senior management and the company's advisors further negotiated with Byline the terms of its offer.

        After further negotiation and discussion, Byline and OPRF entered into a letter of intent on July 31, 2018, which was non-binding other than in respect of a 30-day exclusivity agreement. The letter of intent included a proposal for the combination of OPRF and Byline and addressed related matters, such as conditions to closing and employee benefits matters. Pursuant to the terms of the letter of intent, the proposed per share merger consideration would consist of (i) 8.4205 shares of Byline common stock and (ii) approximately $33.38 in cash being exchanged for each outstanding share of OPRF common stock. The proposal indicated that Byline was prepared to move forward immediately, but only if OPRF agreed to conduct exclusive negotiations with Byline concerning a potential strategic combination.

        During the first week of August 2018, Byline continued its due diligence review, and the parties met to further discuss the terms of the proposed transaction. In addition, on August 11, 2018, Vedder Price provided Byline and its outside counsel, Sullivan & Cromwell LLP, with an updated draft of the form definitive merger agreement. Throughout August and September, Byline continued to perform additional due diligence. In addition, OPRF and Byline continued to negotiate the material terms of the transaction, including the proposed merger consideration and potential purchase price adjustments, including a potential downward adjustment based on whether OPRF met a minimum tangible common equity requirement at closing, and a potential upward adjustment based on whether OPRF realized a recovery on a certain credit relationship. On August 23, 2018, Vedder Price provided Byline and Sullivan & Cromwell LLP with draft disclosure schedules to the definitive merger agreement.

        On August 28, 2018, at a meeting of the OPRF board, senior management of OPRF provided an update on the negotiations with Byline and the status of the due diligence review. OPRF's senior management and advisors reviewed the discussions and negotiations with Byline to date and the expected timing to reach a potential definitive agreement, and discussed with the OPRF board certain aspects of the potential combination and the integration of OPRF and Byline, including Byline's competitive positioning and future prospects, treatment of OPRF's employees following the consummation of a combination, and operations and systems integration of Community Bank and Byline Bank. The OPRF board also reviewed and confirmed the rights of certain executives under their existing change in control and employment agreements. These change in control and related benefits matters are described in greater detail in the section titled "The Merger—Interests of Certain Persons in the Merger." The OPRF board authorized management to continue moving forward with discussions and negotiations regarding a potential business combination with Byline.

        On September 1, 2018, Sullivan & Cromwell LLP provided Vedder Price with an updated draft of the definitive merger agreement. Following receipt of the updated draft definitive merger agreement, the parties continued to negotiate the terms of the proposed transaction. On or about September 6, 2018, OPRF received a letter from a bank holding company stating that such party had received information indicating that OPRF was soliciting offers for the purchase of OPRF and that such party would be interested in participating in such solicitation process. Following receipt of this letter, Vedder Price contacted the party's in-house counsel to acknowledge receipt of the letter and request that further communications be directed to Vedder Price. Neither Vedder Price nor OPRF received any further communication from such party.

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        During the first half of September, Byline continued to conduct due diligence on OPRF. In addition, the parties continued to discuss and negotiate the material terms of the proposed transaction. As a part of these discussions and negotiations throughout September 2018, the parties further reviewed and updated projections relating to the proposed transaction. Based on these updated projections, the parties agreed to a revised per share merger consideration consisting of (i) 7.9321 shares of Byline common stock and (ii) approximately $33.38 in cash being exchanged for each outstanding share of OPRF common stock. In addition, the parties agreed to a schedule outlining the OPRF minimum tangible common equity amounts that would be used to determine if the merger consideration would be adjusted downward based on an OPRF tangible common equity shortfall at closing. The parties also finalized the terms of the ancillary documents, including the voting agreement, bank merger agreement and agreements related to benefits arrangements.

        On October 2, 2018, the OPRF board held a meeting to consider the terms of the proposed merger with Byline. At the meeting, members of the OPRF board and senior management discussed the strategic rationale, financial terms, consideration, integration risk and business rationale of consummating a merger with Byline, including the factors described in the section titled "—Recommendation of the OPRF Board of Directors and OPRF's Reasons for the Merger." In particular, it was noted that the implied aggregate transaction value, on a fully diluted basis and based on the contemporaneous trading price of Byline common stock, was approximately $42.6 million, with approximately 85% of the merger consideration payable in shares of Byline common stock and approximately 15% of the merger consideration payable in cash.

        During this meeting, Monroe and members of OPRF senior management also reported on the results of their reverse due diligence of Byline. In particular, Monroe detailed the discussions it held with Byline's management team and noted that the results of its reverse due diligence highlighted certain risks with a company that has grown rapidly through acquisitions. Monroe also noted Byline's reliance on a strong SBA market to drive earnings. Monroe suggested that these risks were specific to Byline, and that there are also other general risks to accepting a publicly traded stock. Representatives of Vedder Price also reviewed with the OPRF board its fiduciary duties in reviewing and acting on the merger agreement. In addition, Vedder Price reviewed with the OPRF board the material terms of the merger agreement and the voting agreement proposed to be executed at the same time as the merger agreement by members of the OPRF board, in their capacity as OPRF stockholders, and Byline, to be effective as of the consummation of the merger, and reviewed the terms of the existing agreements between OPRF and certain members of OPRF's senior management regarding change in control and related benefits arrangements. The OPRF board also discussed that it was anticipated that Byline would provide Walter F. Healy, President and Chief Executive Officer of Community Bank, with a proposed offer sheet, prior to execution of the definitive agreement, regarding Mr. Healy's continued employment with Byline following closing. Following this discussion, representatives of Monroe reviewed with the OPRF board its financial analysis of the proposed transaction, and rendered an opinion to the OPRF board (which was initially rendered verbally and confirmed in a written opinion, dated October 17, 2018), as described in the section titled "The Merger—Opinion of OPRF's financial advisor", that based upon and subject to the assumptions, considerations, qualifications and limitations set forth in the written opinion, the aggregate consideration to be received by the OPRF stockholders pursuant to the merger was fair, from a financial point of view, to those stockholders. Following those discussions and presentations, the OPRF board members asked senior management, Monroe and Vedder Price a number of questions regarding the proposed transaction. The OPRF board members then engaged in a lengthy discussion of the proposed transaction. After careful consideration, the OPRF board determined that the merger, the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of OPRF and its stockholders, and the directors voted unanimously to approve the merger, to approve and adopt the merger agreement and to recommend that OPRF stockholders approve and adopt the merger agreement.

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        On October 16, 2018, an executive committee of the board of directors of Byline, which we refer to as the Byline board, held a meeting to consider the terms of the proposed acquisition of OPRF. At the meeting, members of the Byline board and senior management discussed the strategic and business rationale of consummating an acquisition of OPRF, including the factors described in the section titled "—Byline's Reasons for the Merger." Members of Byline's senior management also reported on the results of their due diligence of OPRF. Also at this meeting, Byline's financial advisor, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, reviewed with the executive committee of the Byline board the financial aspects of the proposed transaction.

        Later on October 16, 2018, the Byline board held a meeting at which Byline's senior management reviewed with the Byline board the terms of the merger agreement and ancillary documents, including the voting agreement proposed to be executed by Byline and members of the OPRF board, in their capacity as OPRF stockholders, at the same time as the merger agreement, and reviewed the terms of the term sheet regarding Mr. Healy's post-closing employment and other benefit arrangements. Following those discussions and presentations by Byline's senior management, and after further deliberations among members of the Byline board, the Byline board determined that the merger, the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Byline and its stockholders, and the directors voted unanimously to approve the merger and to approve and adopt the merger agreement.

        Subsequently, the merger agreement, voting agreement and term sheet regarding Mr. Healy's post-closing employment were finalized, executed and delivered on October 17, 2018, and the transaction was announced that day in a press release issued jointly by OPRF and Byline.

RECOMMENDATION OF THE OPRF BOARD OF DIRECTORS AND OPRF'S REASONS FOR THE MERGER

        After careful consideration, the OPRF board, at a meeting held on October 2, 2018, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of OPRF and its stockholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. Accordingly, the OPRF board recommends that OPRF stockholders vote "FOR" approval and adoption of the merger agreement at the OPRF special meeting.

        In reaching its decision, the OPRF board, with advice from its financial and legal advisors, considered a number of factors, including the following:

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        The reasons set forth above are not intended to be exhaustive, but a summary of the material factors considered by the OPRF board in approving the merger agreement. Although each member of the OPRF board individually considered these and other factors, the OPRF board did not collectively assign any specific or relative weights to the factors considered and did not make any determination with respect to any individual factor. The OPRF board collectively made its determination with respect to the merger based on the conclusion reached by its members, in light of the factors that each of them considered appropriate, that the merger is in the best interests of OPRF and its stockholders. The OPRF board realized that there can be no assurance about future results, including results expected or considered in the factors listed above. The OPRF board concluded, however, including based on discussions with senior management and its financial and legal advisors, that the potential positive factors outweighed the potential risks of entering into the merger agreement.

        The foregoing discussion of the information and factors considered by the OPRF board is forward-looking in nature and this information should be read in light of the factors described under the section titled "Cautionary Statement Regarding Forward-Looking Statements" in this proxy statement/prospectus.

OPINION OF OPRF'S FINANCIAL ADVISOR

        Pursuant to an engagement letter dated January 29, 2018, OPRF retained Monroe to act as its financial advisor in connection with a proposed transaction. In its capacity as financial advisor, Monroe provided a fairness opinion to the OPRF board in connection with the merger. At the meeting of the OPRF board on October 2, 2018, Monroe rendered its oral opinion to the OPRF board (which was subsequently confirmed in writing by delivery of Monroe's written opinion dated October 17, 2018) that, based upon and subject to the various factors, assumptions and limitations set forth in such opinion, Monroe representatives' experience as investment bankers, Monroe's work as described in such opinion and other factors Monroe deemed relevant, as of such date, the aggregate consideration to be received by the OPRF stockholders pursuant to the merger was fair, from a financial point of view, to those stockholders. The Monroe written opinion dated October 17, 2018 is sometimes referred to herein as the Monroe Opinion.

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        The Monroe Opinion was provided for the information and assistance of the OPRF board in connection with its consideration of the merger. The Monroe Opinion did not address the merits of OPRF's underlying decision to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction in which OPRF might engage. The Monroe Opinion does not constitute a recommendation to the OPRF board or any holder of OPRF common stock as to how any OPRF board member or such holder should vote with respect to the merger.

        The full text of the Monroe Opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering its opinion, is attached as Appendix D to this proxy statement/prospectus and is incorporated herein by reference. The summary of the Monroe Opinion set forth herein is qualified in its entirety by reference to the full text of the Monroe Opinion. OPRF stockholders are urged to read the full text of the Monroe Opinion carefully and in its entirety. The Monroe Opinion was reviewed and approved by the fairness opinion committee of Monroe. Monroe provided its opinion to the OPRF board on October 17, 2018 in connection with and for the purposes of the OPRF board's evaluation of the merger. The Monroe Opinion addressed only the fairness, from a financial point of view, as of October 17, 2018, of the aggregate consideration to be received by the OPRF stockholders pursuant to the merger. Monroe expressed no view or opinion as to any other terms or aspects of the merger agreement, the merger or any other transactions contemplated by the merger agreement, including any legal, accounting and tax matters relating to the merger and any such other transactions contemplated by the merger agreement. Monroe did not express any opinion as to the compensation to be received in the merger by officers, directors or employees of OPRF, or class of such persons, or any other class of securities, creditors or other constituencies of OPRF other than in their capacity as OPRF stockholders.

        Monroe is a Financial Industry Regulatory Authority, Inc. (FINRA) member investment banking firm, which specializes in the securities of financial institutions. As part of its investment banking activities, Monroe is regularly engaged in the valuation of financial institutions and transactions relating to their securities. In the ordinary course of its business as a broker-dealer, Monroe may purchase securities from and sell securities to Byline and OPRF and their respective affiliates. Monroe may also actively trade the equity and debt securities of Byline and OPRF or their respective affiliates for its own account and for the accounts of its customers. Monroe is familiar with the commercial banking industry in Illinois and the major commercial banks operating in that market. In rendering its fairness opinion, Monroe acted on behalf of the OPRF board and received a fee for its services upon delivery of this opinion, a portion of which is contingent upon the successful completion of the merger. OPRF also agreed to reimburse Monroe for its reasonable out-of-pocket expenses and has agreed to indemnify it for certain liabilities arising out of its engagement. During the past two years, Monroe provided investment bank and financial advisory services to OPRF for which it has received compensation. Monroe has not provided any investment banking or financial advisory services to Byline in the past two years.

        In arriving at the Monroe Opinion, Monroe reviewed, among other things:

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        Monroe also:

        In performing its review, Monroe relied upon and assumed the accuracy and completeness of all of the financial and other information, including financial projections, that was available to Monroe from public sources, that was provided to Monroe by Byline and OPRF or their respective representatives or that was otherwise reviewed by Monroe, and Monroe assumed such accuracy and completeness for purposes of rendering its opinion. Monroe further relied on the assurances of the senior management of each of Byline and OPRF that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Monroe was not asked to undertake, and did not undertake, an independent verification of any of such information and did not assume any responsibility or liability for the accuracy or completeness thereof. Monroe did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Byline or OPRF or any of their subsidiaries, or the collectability of any such assets, nor was Monroe furnished with any such evaluations or appraisals. Monroe did not make an independent evaluation of the adequacy of the allowance for loan losses of Byline or OPRF or any of their subsidiaries nor did it review any individual credit files relating to Byline or OPRF or any of their subsidiaries.

        In preparing its analyses, Monroe used estimated long term projections of OPRF, as provided by the senior management of OPRF, as well as publicly available earnings per share estimates and research by analysts of Byline. With respect to the financial projections for OPRF used by Monroe in its analyses, OPRF senior management confirmed to Monroe that those projections reflected the best currently available estimates and judgments of the future financial performances of OPRF. Monroe assumed that the financial performances reflected in all projections and estimates used by it in its analyses would be achieved. Monroe expressed no opinion as to such financial projections or estimates or the assumptions on which they are based. Monroe also assumed that there was no material change in the assets, financial condition, results of operations, business or prospects of either Byline or OPRF since the date of the most recent financial statements made available to it. Monroe assumed in all respects material to its analysis that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to the merger agreement will perform all of the covenants required to be performed by such party under the merger agreement and that the conditions precedent in the merger agreement will not be waived. Finally, with OPRF's consent, Monroe relied upon the advice OPRF received from its accounting and tax advisors as to all

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accounting, regulatory and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

        The Monroe Opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Monroe as of, October 17, 2018. Monroe noted that subsequent events or developments occurring after October 17, 2018 could materially affect its opinion. Monroe has not undertaken to update, revise, reaffirm or withdraw the Monroe Opinion or otherwise comment upon events occurring after the date hereof and does not have an obligation to update, revise or reaffirm the Monroe Opinion. Monroe did not express any opinion in the Monroe Opinion as to the prices at which Byline common stock has traded or will trade following the announcement of the merger nor the prices at which Byline common stock will trade following the consummation of the merger. Monroe expressed no opinion on matters of a legal, regulatory, tax or accounting nature or the ability of the merger, as set forth in the merger agreement, to be consummated.

        The Monroe Opinion is directed to the OPRF board in connection with its consideration of the merger and does not constitute a recommendation to any stockholder of OPRF as to how such stockholder should vote at any meeting of stockholders called to consider and vote upon the merger or any transactions related thereto. The Monroe Opinion is directed only to the fairness of the merger, from a financial point of view, to OPRF stockholders and does not address the underlying business decision of OPRF to engage in the merger, the relative merits of the merger as compared to any other alternative business strategies or transaction that might exist for OPRF or the effect of any other transaction in which OPRF might engage. Monroe did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger or in any other related transaction by any officer, director, or employee, or class of such persons, relative to the compensation to be received in the merger by any other stockholder. The Monroe Opinion is not to be quoted or referred to, in whole or in part, in a registration statement, prospectus, proxy statement or in any other document, nor shall this opinion be used for any other purposes, without Monroe's prior written consent. The Monroe Opinion has been approved by Monroe's fairness opinion committee.

        For purposes of its analyses, Monroe reviewed a number of financial and operating metrics, including:

        Summary of Proposal.    Monroe reviewed the financial terms of the merger. Using a transaction value of $44.4 million (based on Byline's September 28, 2018 stock price) and a fully diluted number of shares outstanding of OPRF common stock as of October 2, 2018, Monroe calculated an implied per share merger consideration of $213.43 per share. Based on OPRF's most recent unaudited financial statements as of June 30, 2018, Monroe calculated the implied merger consideration and merger consideration multiples set forth in the table below. The terms used in the table include the following:

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Implied Price Per Share

  $ 213.43  

Implied Transaction Value ($ millions)

  $ 44.4  

Price / YTDA EPS

    20.7x  

Transaction Value / TBV

    175 %

Transaction Value / LTM Earnings

    28.3x  

Core Deposit Premium

    6.6 %

        OPRF Comparable Public Trading Group Analysis.    Using publicly available information, Monroe compared selected financial and market data of OPRF with similar data for companies Monroe deemed comparable to OPRF for purposes of its analysis. The three groups that Monroe determined for the purposes of its analysis were comprised of the following companies and are referred to herein as the "OPRF Comparable Public Trading Groups".

        The "National" comparable group as determined by Monroe for purposes of its analysis consisted of U.S. banks and non-mutual thrifts, exchange traded or listed over the counter, with assets between $300 million - $400 million, NPAs/Assets (as defined below) less than 3.0%, YTD ROAA (as defined below) between 0.0% and 1.5%, TCE / TA (as defined below) less than 12.0%, and one year average daily trading volumes of 200 shares or greater.


OPRF Comparable Public Trading Group—National

SVB&T Corporation   River Valley Community Bancorp
Paragon Financial Solutions, Inc.   First Bancshares, Inc.
Middletown Valley Bank   WVS Financial Corp.
FNBH Bancorp, Inc.   Harford Bank
MBT Bancshares, Inc.   Redwood Capital Bancorp
Baraboo Bancorporation, Inc.   Landmark Bancorp, Inc.
Summit Bank   ES Bancshares, Inc.
FFD Financial Corporation   Pilot Bancshares, Inc.
KS Bancorp, Inc.   Eastern Michigan Financial Corp.
FFW Corporation   NMB Financial Corporation
Community First Bancorporation   People's Bank of Commerce
First Citrus Bancorporation, Inc.   FSB Bancorp, Inc.
Community Bank of the Bay   Northeast Indiana Bancorp, Inc.
FPB Financial Corp.   First Robinson Financial Corporation
VSB Bancorp, Inc.   Mission Valley Bancorp
HFB Financial Corp.   HCB Financial Corporation
Coastal Carolina Bancshares, Inc.   Bank of Santa Clarita
Pinnacle Bank   Delhi Bank Corp.

        The "Regional" comparable group as determined by Monroe for purposes of its analysis consisted of banks and non-mutual thrifts headquartered in Illinois, Iowa, Michigan, Missouri, Ohio, and Wisconsin, exchange traded or listed over the counter, with assets between $200 million - $500 million, NPAs/Assets less than 3.0%, YTD ROAA between 0.0% and 1.5%, TCE / TA less than 12.0%, and one year average daily trading volumes of 200 shares or greater.

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OPRF Comparable Public Trading Group—Regional

Iowa First Bancshares Corp.   Baraboo Bancorporation, Inc.
Wayne Savings Bancshares, Inc.   FFD Financial Corporation
West Shore Bank Corporation   First Bancshares, Inc.
Oxford Bank Corporation   Eastern Michigan Financial Corp.
Sturgis Bancorp, Inc.   First Robinson Financial Corporation
Royal Financial, Inc.   HCB Financial Corporation
Andover Bancorp, Inc.   Grand River Commerce, Inc.
FNBH Bancorp, Inc.    

        The "Chicago" comparable group as determined by Monroe for purposes of its analysis consisted of banks and non-mutual thrifts headquartered in the Chicago metropolitan statistical area, exchange traded or listed over the counter, with assets less than $3.0 billion and one year average daily trading volumes of 200 shares or greater.


OPRF Comparable Public Trading Group—Chicago

Old Second Bancorp, Inc.   Royal Financial, Inc.
Marquette National Corporation   Town Center Bank
BankFinancial Corporation   Ben Franklin Financial, Inc.
NorthWest Indiana Bancorp   Allied First Bancorp, Inc.

        In all instances, multiples were based on closing stock prices on September 28, 2018. For each of the following analyses performed by Monroe, financial and market data and earnings per share estimates for the selected companies were based on the selected companies' filings with the SEC and information Monroe obtained from S&P Global and QwickAnalytics. The multiples and ratios for each of the selected companies were based on the most recent publicly available information. Throughout Monroe's analysis the high and the low bounds of the ranges presented represented the 80th and 20th percentile values, respectively.

        With respect to the OPRF Comparable Public Trading Groups table below, the information Monroe presented included the following:

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        Results of Monroe's analysis were presented for the OPRF Comparable Public Trading Groups, as shown in the following tables:


OPRF Comparable Public Trading Groups

 
   
   
  National Statistics  
 
  OPRF
6/30/18
  Deal
Multiple
 
 
  High   Median   Low  

YTD ROAA

    0.67 %   n/a     1.20 %   0.88 %   0.65 %

NPAs / Assets

    2.28 %   n/a     1.29 %   0.65 %   0.18 %

TCE / TA

    8.7 %   n/a     10.3 %   9.7 %   8.3 %