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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-16 · 84 added, 34 removed, 161 unchanged (42% of the section changed)

3 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2023, that Mid Penn’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed by Mid Penn within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Management’s Report on Internal Controls over Financial Reporting is located on page 49 of this report and is incorporated herein by reference.

Management Report on Internal Controls over Financial Reporting is located on page 56 of this report and is incorporated herein by reference.

Our independent registered public accounting firm, RSM US LLP, also attested to, and reported on, the effectiveness of Mid Penn’s internal control over financial reporting as of December 31, 2023.

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Changes in Internal Controls over Financial Reporting

There have been no changes in Mid Penn’s internal control over financial reporting during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, Mid Penn’s internal control over financial reporting.

Other than the remediated material weakness identified by management and described below, there were no changes in Mid Penn’s internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, Mid Penn’s internal control over financial reporting.

Management's Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Management's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management recognizes that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

During the fourth quarter of 2023, Management identified a material weakness in our internal controls over financial reporting associated with Business Combinations and Mid Penn's acquisition of Brunswick Bancorp.

The acquisition of Brunswick Bancorp was completed on May 19, 2023 and was reported on Form 10-Q for the periods ending June 30, 2023 and September 30, 2023.

After a detailed review of SEC Staff Accounting Bulletin 99 – Materiality , Management has determined that it is unnecessary to amend Form 10-Q documents from June 30, 2023 and September 30, 2023, but has provided revised balance sheets and related disclosures in Part II, Item 9B, "Other Information".

In the fourth quarter of 2023, the Company implemented a remediation plan to address the material weakness that included the design, documentation, and implementation of enhanced controls over Business Combinations.

During the fourth quarter of 2023, management performed procedures to ensure all adjustments were made and revised amounts and disclosures were accurate in the form 10-K for December 31, 2023.

As of December 31, 2023, the enhanced suite of

MID PENN BANCORP, INC.

controls associated with Business Combinations appear to be adequate and the aforementioned material weakness was considered to be remediated.

OTHER INFORMATION

During the fourth quarter of 2023, Management made adjustments to certain balance sheet line items associated with Mid Penn's acquisition of Brunswick Bancorp.

The following table summarizes the impact of the corrections made to the Business Combination disclosure for the periods ended June 30, 2023 and September 30, 2023.

All adjustments have been corrected and are appropriately reflected in the Form 10-K for December 31, 2023.

As reported As revised

(In thousands) June 30, 2023 Adjustments

June 30, 2023 September 30, 2023 Adjustments September 30, 2023

Assets acquired:

Investment securities $ 2,174 $ 249 $ 2,423 $ 1,825 $ 598 $ 2,423

Premises and equipment, net 5,315 (747) 4,568 5,315 (747) 4,568

Deferred income taxes 6,792 (399) 6,393 6,792 (399) 6,393

Goodwill 15,172 (2,372) 12,800 15,521 (2,721) 12,800

Other assets 3,860 2,024 5,884 3,860 2,024 5,884

Total Assets Acquired 391,948 (1,245) 390,703 391,948 (1,245) 390,703

Liabilities assumed:

Noninterest-bearing demand 68,545 (7,657) 60,888 62,123 (1,235) 60,888

Interest-bearing transaction accounts 5,345 6,422 11,767 11,767 — 11,767

Time Deposits 147,164 (1) 147,163 147,164 (1) 147,163

Long-Term Debt 60,137 (1) 60,136 60,137 (1) 60,136

Other liabilities 1,621 (8) 1,613 1,621 (8) 1,613

Total Liabilities assumed 346,288 (1,245) 345,043 346,288 (1,245) 345,043

MID PENN BANCORP, INC.

The following table summarizes the impact of the adjustments on the Company's Balance Sheets for the periods ended June 30, 2023 and September 30, 2023.

As reported As revised As reported As revised

(In thousands) June 30, 2023 Adjustments

June 30, 2023 September 30, 2023 Adjustments September 30, 2023

Investment securities $ 228,774 $ 249 $ 229,023 $ 218,064 $ 598 $ 218,662

Premises and equipment, net 39,230 (747) 38,483 38,849 (747) 38,102

Deferred income taxes 24,309 (399) 23,910 25,509 (399) 25,110

Goodwill 129,403 (2,372) 127,031 129,752 (2,721) 127,031

Other assets 53,710 2,024 55,734 56,459 2,024 58,483

Total Assets 5,088,813 (1,245) 5,087,568 5,215,963 (1,245) 5,214,718

Noninterest-bearing demand 830,479 (7,657) 822,822 804,785 (1,235) 803,550

Interest-bearing transaction accounts 2,180,312 6,422 2,186,734 2,217,885 — 2,217,885

Time Deposits 1,275,895 (1) 1,275,894 1,358,946 (1) 1,358,945

Long Term Debt 58,982 (1) 58,981 58,992 (1) 58,991

Other liabilities 37,158 (8) 37,150 37,389 (8) 37,381

Total Liabilities 4,562,925 (1,245) 4,561,680 4,687,252 (1,245) 4,686,007

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The information required by this Item, relating to executive compensation, is set forth under the captions "Compensation Discussion and Analysis", "Executive Compensation", "Potential Payments Upon Termination or Change In Control", "Information Regarding Director Nominees and Continuing Directors", "Compensation Committee Report", "Compensation Committee Interlocks and Insider Participation", and "Pay Versus Performance" of Mid Penn’s definitive proxy statement to be used in connection with the 2023 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

In accordance with Items 402(v) and 407(e)(5) of Regulation S-K, the information set forth under the captions “Pay versus Performance” and “Compensation Committee Report” in such proxy statement will be deemed to be

In accordance with Items 402(v) and 407(e)(5) of Regulation S-K, the information set forth under the

MID PENN BANCORP, INC.

furnished in this Report and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

captions “Pay versus Performance” and “Compensation Committee Report” in such proxy statement will be deemed to be furnished in this Report and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

MID PENN BANCORP, INC.

Notes to Consolidated Financial Statements

(b) The financial statement schedules, required by Regulation S-X, are omitted because the information is either not applicable or is included elsewhere in the Consolidated Financial Statements.

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3(i) The Registrant’s amended Articles of Incorporation.

(Incorporated by reference to Exhibit 3(i) to Registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended June 30, 2019).

3(ii) The Registrant’s By-laws.

(Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2022.)

(Incorporated by reference to Exhibit 3(i) to Registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended March 31, 2023 ).

3(ii) The Registrant’s By-laws - filed herewith

4.1 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 filed on September 13, 2021.)

10.1 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 2022 - filed herewith.

10.2 Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 2022 - filed herewith.

10.3 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joseph Paese dated September 6, 2022 - filed herewith.

10.1 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 2022.

(Incorporated by reference to Exhibit 10.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

10.2 Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 2022 - (Incorporated by reference to Exhibit 10.2 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.

10.3 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joseph Paese dated September 6, 2022 (Incorporated by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.

10.4 The Registrant’s Dividend Reinvestment Plan, as amended and restated.

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(Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.9 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Allison Johnson dated September 6, 2022.

(Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

MID PENN BANCORP, INC.

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(Incorporated by reference to Exhibit 10.6 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.13 Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Allison Johnson dated September 6, 2022.

(Incorporated by reference to Exhibit 10.7 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Scott Micklewright dated September 6, 2022.

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(Incorporated by reference to Exhibit 10.11 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.17 Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Allison Johnson dated September 6, 2022.

(Incorporated by reference to Exhibit 10.12 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.15 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Scott Micklewright dated September 6, 2022.

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10.18 Director Retirement Plan (Incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2021.)

21 Subsidiaries of Registrant

Employee Sto ck Purchase Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 filed with the SEC on May 25, 2023)

10.20 2 023 Stock In centive Plan (Incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form S-8 filed with the SEC on May 25, 2023)

10.21 Separation Agreement and General Release between Mid Penn Bancorp, Inc., Mid Penn Bank and Allison Johnson - filed herewith.

21 Subsidiaries of Registrant - filed herewith.

23 Consent of Independent Registered Public Accounting Firm

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32 Principal Executive and Financial Officer’s §1350 Certifications.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

C lawback Policy - filed herewith.

MID PENN BANCORP, INC.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema Document

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March 28, 2024

/s/ Allison S.

/s/ Justin T.

Chief Financial Officer

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March 28, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

MID PENN BANCORP, INC.

Ritrievi March 28, 2024

1 unchanged sentence

Director (Principal Executive Officer)

/s/ Allison S.

Johnson March 16, 2023

/s/ Justin T.

March 28, 2024

Chief Financial Officer (Principal Financial Officer)

/s/ Tracie D.

Youngblood March 16, 2023

Chief Accounting Officer (Principal Accounting Officer)

/s/ Robert A.

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DeSoto, Director

/s/ Albert J.

March 28, 2024

Evans, Director

March 28, 2024

Frank, Director

/s/ Maureen M.

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Gathagan, Director

/s/ Howard R.

Greenawalt March 16, 2023

Greenawalt, Director

/s/ Robert C.

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March 28, 2024

Gumina, Jr., Director

March 28, 2024

Hudson, Sr., Director

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Kiefer, Director

/s/ Gregory M.

Kerwin March 16, 2023

Kerwin, Director

/s/ Theodore W.

3 unchanged sentences

Noone, Director

March 16, 2023

Quandel, Jr., Director

Sparks March 28, 2024

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures