Byline Bancorp (BY) Merger agreement presentation summary

Illinois State Bancorp profile

• Privately held, Chicago-based bank holding company operating First Nations Bank and The Bank of Bourbonnais, each with 50+ years of history.

• As of 6/30/2026: $617M in assets, $471M in loans and leases, and $511M in deposits; loan-to-deposit ratio 92.2%.

• LTM net income was $6.7M; NPAs were 0.08% of assets.

Transaction terms

• Acquisition covers 100% of Illinois State Bancorp's outstanding common stock; consideration includes ~1.4M shares and $28.9M cash.

• Fixed exchange ratio of 4.5208 shares per Illinois State Bancorp common share; separate $5.1M cash payment to settle outstanding stock options.

• At a $37.63 acquirer share price as of 10/5/2026, aggregate transaction value is $87.9M, or $261.23 per share.

• Transaction multiples: 1.07x price/tangible book value, 1.6% core deposit premium, and 13.1x LTM earnings.

Pro forma impact and assumptions

• Projected mid-single-digit EPS accretion; projected IRR exceeds acquirer cost-of-capital hurdles.

• Tangible book value dilution estimated at 1.2%, with earnback expected in less than 1.5 years.

• Significant cost savings expected; ~75% realization in 2027 and 100% in 2028 and thereafter.

• Estimated gross credit mark of ~3.7%, loan interest rate mark of 2.0%, and other net marks of $0.9M.

• Pre-tax merger costs estimated at $16.6M; core deposit intangible estimated at ~3.0% of non-jumbo deposits, amortized over 7 years using sum-of-years digits.