What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-13 compared with 2024-03-28 · 658 added, 572 removed, 1973 unchanged (38% of the section changed)

14 unchanged sentences

Based upon the evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the Corporation’s disclosure controls and procedures are effective.

Disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

30 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 1 and Note 4 to the financial statements, the Company has changed its method of accounting for allowance for credit losses in the year ended December 31, 2023, due to the adoption of Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326) .

Critical Audit Matters

2 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Note 1 and Note 4 to the financial statements, the Company’s allowance for credit losses (ACL) on loans is established through a provision for credit losses on loans and represents management’s estimate of all expected credit losses over the expected contractual life of the Company’s loan portfolio.

Allowance for Credit Losses on Loans – Adjustments to Historical Losses

As described in Note 1 and Note 4 of the financial statements, the Company’s allowance for credit losses (ACL) on loans is established through a provision for credit losses on loans and represents management’s estimate of all expected credit losses over the expected contractual life of the Company’s loan portfolio.

The methodology for estimating the amount of expected credit losses reported in the ACL on loans has two basic components:

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The Company’s DCF methodology adjusts loan level contractual cash flows for probability of default and loss given default and prepayment and curtailment rate assumptions to calculate expected future cash flows.

A correlation between the selected macroeconomic indicators of national unemployment rate and GDP and historic loss levels, adjusted to include representative peer group loss experience, was developed to predict loss expectations based on current economic conditions and a reasonable and supportable forecast period.

A correlation between the selected macroeconomic indicators of

national unemployment rate and GDP and historic loss levels, adjusted to include representative peer group loss experience, was developed to predict loss expectations based on current economic conditions and a reasonable and supportable forecast period.

At the end of the reasonable and supportable forecast period, the Company reverts to the long-term mean of the macroeconomic indicator.

For the December 31, 2023 ACL on loans, the Company determined that reasonable and supportable forecasts could be made for a twelve-month period and used a reversion period of four quarters reverting to the historical mean on a straight-line basis.

For the December 31, 2024 ACL on loans, the Company determined that reasonable and supportable forecasts could be made for a 12-month period and used a reversion period of four quarters reverting to the historical mean on a straight-line basis.

The Company also calculates a qualitative portion of the ACL, which is based on general economic conditions and other internal and external factors affecting Mid Penn’s loan portfolio.

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• We agreed management’s calculated adjustments to historical loss information to the ACL on loans calculation.

Business Combination – Valuation of the Acquired Loan Portfolio

As described in Note 2 to the financial statements, on May 19, 2023, the Company completed its acquisition of Brunswick Bancorp (Brunswick).

The Company recorded $12.8 million of goodwill as a result of the acquisition, which represents the excess of the purchase price over the fair value of net assets acquired using the acquisition method of accounting.

As part of the acquisition, the Company acquired $324.5 million in loans.

Acquired loans are initially recorded at their acquisition-date fair values.

The Company prepared loan fair value adjustments that it believed a market participant might employ in estimating the fair value for the acquired loan portfolio.

This analysis was performed for loans with signs of credit deterioration (purchase credit deteriorated loans (PCD)) as well as those without signs of credit deterioration (non-PCD loans).

The acquired non-PCD loan portfolio was recorded at an estimated fair value of $308.2 million at the acquisition date without carryover of Brunswick’s previously established ACL on loans.

Determining the fair value of acquired loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.

The market rate adjustment represents the movement in market interest rates, irrespective of credit adjustments, compared to the contractual rates of the acquired loans.

The credit adjustment made on pools of homogeneous loans represents the changes in credit quality of the underlying borrowers from loan inception to the acquisition date.

We identified the fair value of acquired non-PCD loans as a critical audit matter, because of the judgments necessary to determine the fair value of the loans, the high degree of auditor judgment involved and the extensive audit effort involved in testing management estimates and assumptions, including the use of valuation specialists.

The fair value determination of acquired loans requires a significant amount of judgment by management and involves a higher degree of subjectivity than do the other assets and liabilities acquired.

Our audit procedures related to the valuation of the acquired non-PCD loan portfolio included the following, among others:

• We obtained an understanding of the relevant controls related to the estimated fair value of non-PCD loans acquired in the current year and tested such controls for design and operating effectiveness, including controls relating to management’s review and approval of assumptions such as interest rate risk, credit risk, discount rates, expected payments and prepayments, and liquidity premiums.

• We tested the completeness and accuracy of the data inputs used in the non-PCD loans estimated fair value calculations by comparing the data to source documents and external information sources.

• We utilized internal valuation specialists to assist in testing management’s methodologies and techniques for appropriateness, as well as evaluating significant assumptions by comparing the data to source documents provided by the Company, obtaining comparative information from external sources and performing mathematical accuracy checks.

• We utilized internal valuation specialists to assist in evaluating significant assumptions such as interest rate risk, credit risk, discount rates, expected payments and prepayments, and liquidity premiums.

Goodwill Impairment – Fair Value of Reporting Unit

As described in Note 6 of the financial statements, the Company’s goodwill balance was $127.0 million as of December 31, 2023.

Goodwill is evaluated annually for impairment or at interim periods if certain events occur which may cause the fair value of the reporting unit to fall below its carrying amount.

The Company estimates the fair value of the single reporting unit by making significant estimates and assumptions considering a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and current market data.

We identified the impairment assessment of goodwill as a critical audit matter due to the complexity of the analysis and certain significant assumptions such as projected cash flows, discount and growth rates, control premiums and comparable public companies.

Auditing management’s assumptions required a high degree of auditor judgement, subjectivity, and increased audit effort, including the use of internal specialists.

Our audit procedures related to the evaluation of goodwill impairment included the following, among others:

• We obtained an understanding of the relevant controls related to the assessment of goodwill impairment and test such controls for design and operating effectiveness, including controls over management’s preparation of cash flow projections and review of significant assumptions such as discount rate and long-term growth rate.

• We tested the completeness and accuracy of the underlying data used in the fair value estimates by agreeing Company financial data to internal records and using valuation specialists to obtain market data for a population of comparable companies.

• We evaluated management’s cash flow projections and significant assumptions considered within the business plan by considering the current and past performance of the Company and the consideration of the Company’s ability to meet financial projections.

• We utilized internal specialists who assisted in the following, among others:

◦ Evaluating the discount rate by comparing to publicly available market data.

◦ Evaluating the reasonableness and application of the methodologies used by management including the income approach and the market approach and the reasonableness of the control premium by reviewing publicly available market data and comparing it to management’s estimate of the control premium used by management.

/s/ RSM US LLP

As described in Note 1 and Note 6 of the financial statements, the Company’s goodwill balance was $128.2 million as of December 31, 2024.

Goodwill is tested annually for impairment, or at interim periods if certain events occur which may indicate the fair value of the reporting unit has fallen below its carrying amount, by comparing the estimated fair value of Company’s single reporting unit to its carrying value.

The Company estimates the fair value of its single reporting unit through multiple valuation techniques, including a public company market change of control approach and a peer group change of control approach.

Significant judgment is required to estimate the fair value of the Company’s single reporting unit including the evaluation of current market data as well as the selection of a control premium.

We identified the Company’s annual goodwill impairment test as a critical audit matter due to the complexity of the analysis and certain significant assumptions made by management in estimating the fair value of the Company’s reporting unit such as the determination of a reasonable control premium and the identification of peer public companies.

Auditing management’s assumptions required a high degree of auditor judgement, subjectivity, and increased audit effort, including the use of internal valuation specialists, due to the impact these assumptions could have on the accounting estimate.

Our audit procedures related to the Company’s annual goodwill impairment test included the following, among others:

• We obtained an understanding of the relevant controls related to management’s annual test of goodwill for impairment and tested such controls for design and operating effectiveness, including controls over management’s preparation of the significant assumptions such as the control premium.

• We tested the completeness and accuracy of the underlying data used by management in the fair value estimate by agreeing Company financial data to internal Company records.

• We utilized internal valuation specialists who assisted in the following, among others:

◦ Evaluating the completeness and accuracy of the market data used in management’s calculation of the control premium by comparing such market data to independently sourced information.

◦ Evaluating the comparability of the Company to the peer public companies identified by management through consideration of size, location, and recent results of operations, among other factors.

◦ Evaluating the appropriateness of the valuation models used in management’s analysis and comparing management’s selected control premium to publicly available market data.

We have served as the Company's auditor since 2020.

/s/ RSM US LLP

Philadelphia, Pennsylvania

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382,447 399,128

AFS, at fair value 223,555 237,878

Equity securities available for sale, at fair value 438 430

AFS, at fair value (amortized cost $ 284,770 and $ 245,886 )

260,477 223,555

Equity securities, at fair value 428 438

Loans held for sale, at fair value 7,064 3,855

Loans, net of unearned interest 4,252,792 3,514,119

Loans, net of unearned income 4,443,070 4,252,792

ACL - Loans ( 35,514 ) ( 34,187 )

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Provision for credit losses - loans 2,144 3,295 4,300

Net Interest Income After Provision for Credit Losses - Loans 143,678 143,533 105,623

(Benefit)/Provision for credit losses - CCL ( 628 ) 404 —

Net Interest Income After Provision for Credit Losses 155,155 143,274 143,533

NONINTEREST INCOME

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Earnings from cash surrender value of life insurance 1,141 1,112 1,013

Net gain on sales of investment activities — — 79

Other 7,812 5,627 7,793

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FDIC Assessment 4,170 3,500 1,594

Gain on sale of foreclosed assets, net ( 144 ) ( 133 ) ( 25 )

Loss (Gain) on sale of foreclosed assets, net 80 ( 144 ) ( 133 )

Merger and acquisition 545 5,544 294

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Consolidated Statements of Comprehensive Income

Years Ended December 31,

(In Thousands) 2024 2023 2022

Net income $ 49,437 $ 37,397 $ 54,806

Other comprehensive loss:

Unrealized gains (losses) arising during the period on available for sale securities, net of income tax (cost) benefit of ($ 144 ), $ 5,070 and $ 50 , respectively (1)

Other comprehensive (loss)/income:

Unrealized (losses)/gains arising during the period on available for sale securities, net of income tax.

( 1,550 ) 1,988 ( 19,072 )

Reclassification adjustment for net gain on sales of available-for-sale securities included in net income, net of income tax benefit of $ 0 , $ 0 and $ 17 , respectively (1), (2)

Unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges, net of income tax benefit of ($ 236 ), $ 0 , and $ 0 , respectively (1)

Change in defined benefit plans, net of income tax benefit (cost) of $ 56 , $ 78 and ($ 136 ), respectively (1), (3)

Unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges, net of income tax.

Change in defined benefit plans, net of income tax.

723 ( 212 ) ( 294 )

Reclassification adjustment for settlement gains and activity related to benefit plans, net of income tax cost $ 5 , $ 2 and $ 12 , respectively (1), (4)

Reclassification adjustment for settlement gains and activity related to benefit plans, net of income tax.

( 26 ) ( 17 ) ( 8 )

Total other comprehensive income (loss) 2,579 ( 19,374 ) 215

Total other comprehensive (loss)/income ( 188 ) 2,579 ( 19,374 )

Total comprehensive income $ 49,249 $ 39,976 $ 35,432

(1) The income tax impacts of the components of other comprehensive income are calculated using the 21% statutory tax rate for 2023, 2022 and 2021.

(2) Amounts are included in net gain on sales of investment securities on the Consolidated Statements of Income as a separate component within total noninterest income.

(1) The change in defined benefit plans consists primarily of unrecognized actuarial (losses) gains on defined benefit plans during the period.

17 unchanged sentences

— — — ( 12,735 ) — — ( 12,735 )

Common shares issued through follow-on public offering, net of underwriting discounts and offering expenses (1)

2,990,000 2,990 67,248 — — — 70,238

Common stock issued to Riverview shareholders (2)

Riverview restricted stock (1)

— — 776 — — — 776

9 unchanged sentences

— — — ( 12,981 ) — — ( 12,981 )

Riverview restricted stock (3)

Common stock issued to Brunswick shareholders (2)

849,510 850 17,245 — — — 18,095

Impact of adopting CECL (3)

— — — ( 11,548 ) — — ( 11,548 )

Repurchased stock ( 216,879 shares) (4)

8 unchanged sentences

— — — ( 13,822 ) — — ( 13,822 )

Common stock issued to Brunswick shareholders (5)

849,510 850 17,245 — — — 18,095

Impact of adopting CECL (4)

Common stock issuance (5)

2,731,250 2,731 73,225 — — — 75,956

5 unchanged sentences

Balance, December 31, 2024 19,796,519 $ 19,797 $ 480,491 $ 181,597 $ ( 16,825 ) $ ( 10,042 ) $ 655,018

(1) Shares issued in offering were net of expenses of $ 4.6 million.

(2) Shares issued as a result of the acquisition of Riverview Financial Corporation ("Riverview").

(1) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.

(4) The Corporation adopted ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments" effective January 1, 2023.

See "Note 1 - Summary of Significant Accounting Policies" for further details.

(2) Shares issued as a result of the acquisition of Brunswick Bancorp ("Brunswick").

See "Note 2 - Business Combinations", to the Consolidated Financial Statements for more information.

(3) The Corporation adopted ASC 326 , Financial Instruments - Credit Losses, effective January 1, 2023.

See "Note 1 - Summary of Significant Accounting Policies" for further details.

(4) Includes tax effects of repurchased stock.

(5) Shares issued as a result of the underwritten public offering of 2,375,000 shares of common stock at a price of $ 29.50 per share on November 4, 2024.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses - loans 3,295 4,300 2,945

Provision for credit losses 1,516 3,699 4,300

Depreciation 4,866 4,900 4,283

3 unchanged sentences

Amortization of finance lease right of use asset 179 180 180

Loss (gain) on sales of investment securities — — ( 79 )

Earnings on cash surrender value of life insurance ( 1,141 ) ( 1,112 ) ( 1,013 )

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Gain on sale of SBA loans ( 347 ) ( 571 ) ( 262 )

Gain (Loss) on sale of property, plant, and equipment — 938 ( 105 )

Gain on sale or write-down of foreclosed assets ( 144 ) ( 133 ) ( 25 )

(Loss)/Gain on sale of property, plant, and equipment ( 10 ) — 938

Loss/(Gain) on sale or write-down of foreclosed assets 80 ( 144 ) ( 133 )

Write-off of bank premises and equipment held for sale — — 705

1 unchanged sentence

Stock compensation expense 1,047 1,103 1,142

Change in deferred income tax benefit ( 1,551 ) 2,262 484

Change in deferred income tax cost/(benefit) 1,516 ( 1,551 ) 2,262

Fair value adjustment on equity investments — — 70

Increase accrued interest receivable ( 1,026 ) ( 6,244 ) ( 7,080 )

Decrease (Increase) in other assets 9,736 ( 13,261 ) ( 4,321 )

Increase (decrease) in accrued interest payable 10,043 510 ( 655 )

(Increase)/Decrease in other assets ( 4,988 ) 9,736 ( 13,261 )

(Decrease)/Increase in accrued interest payable ( 773 ) 10,043 510

Decrease in operating lease liability ( 2,123 ) ( 2,540 ) ( 3,136 )

(Decrease) Increase in other liabilities ( 4,214 ) 2,439 15,215

Increase/(Decrease) in other liabilities 2,264 ( 4,214 ) 2,439

Net Cash Provided By Operating Activities 51,388 52,341 59,991

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Stock dividends of FHLB and other bank stock 1,288 864 289

(Purchases) reduction of restricted investment in bank stock ( 9,317 ) 530 324

Net cash received from acquisition 1,068 ( 901 ) 315,287

Reduction (Purchases) of restricted investment in bank stock 8,019 ( 9,317 ) 530

Net cash (paid)/received from acquisition ( 2,676 ) 1,068 ( 901 )

Net increase in loans ( 190,658 ) ( 424,939 ) ( 411,800 )

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Net cash paid on branch sale — — ( 18,918 )

Net Cash (Used In) Provided by Investing Activities ( 408,521 ) ( 704,711 ) 169,371

Net Cash Used in Investing Activities ( 208,742 ) ( 408,925 ) ( 704,711 )

Financing Activities:

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Proceeds from Employee and Director Stock Purchase Plan stock issuance 561 482 364

Proceeds from follow-on common stock public offering (3)

Proceeds from public offering of common stock 75,956 — —

Treasury stock purchased ( 323 ) ( 4,876 ) ( 2,957 )

4 unchanged sentences

Subordinated debt redemption and trust preferred securities — ( 10,000 ) ( 16,778 )

Net Cash Provided by (Used In) Financing Activities 392,466 ( 208,151 ) 374,758

Net Cash Provided by Financing Activities 131,155 392,466 ( 208,151 )

Net increase/(decrease) in cash and cash equivalents ( 26,199 ) 35,882 ( 852,871 )

9 unchanged sentences

Loans transferred to foreclosed assets held for sale 164 1,362 152

Common Stock issued to Riverview Shareholders — — 4,520

Carrying value of assets sold in branch sale — — 2,159

5 unchanged sentences

Liabilities assumed in business combination (2)

345,043 — 1,129,937

Stock issued in business combination (3)

(1) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.

(1) Includes the impact of the Insurance Acquisition on July 31, 2024.

See "Note 2 - Business Combinations" to the Consolidated Financial Statement for additional information.

(2) This disclosure includes the impact of the Brunswick Acquisition on May 19, 2023.

See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information.

(3) Shares issued in offering were net of expenses of $ 4.6 million.

(3) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.

The accompanying notes are an integral part of these Consolidated Financial Statements.

4 unchanged sentences

Mid Penn Bancorp, Inc.

("Mid Penn" or the "Corporation"), through operations conducted by Mid Penn Bank (the "Bank") and its nonbank subsidiaries, engages in a full-service commercial banking and trust business, making available to the community a wide range of financial services, including, but not limited to, mortgage and home equity loans, secured and unsecured commercial and consumer loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government loans, and various types of time and demand deposits including but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit, and IRAs.

In addition, the Bank provides a full range of trust and wealth management services through its Trust Department.

Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by law.

Mid Penn also provides wealth management services, through its nonbank subsidiary MPB Wealth Management, LLC, and fulfills the insurance needs of both existing and potential customers through MPB Risk Services, LLC, doing business as MPB Insurance and Risk Management.

The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located in throughout Pennsylvania.

Mid Penn also fulfills the insurance needs of both existing and potential customers through MPB Risk Services, LLC, doing business as MPB Insurance and Risk Management.

The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located in throughout Pennsylvania and two counties in New Jersey.

Basis of Presentation

For all periods presented, the accompanying Consolidated Financial Statements include the accounts of Mid Penn Bancorp, Inc., its wholly-owned subsidiary, Mid Penn Bank, and four nonbank subsidiaries, MPB Financial Services, LLC, which includes MPB Wealth Management, LLC and MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC.

For all periods presented, the accompanying Consolidated Financial Statements include the accounts of Mid Penn Bancorp, Inc., its wholly-owned subsidiary, Mid Penn Bank, and five wholly-owned nonbank subsidiaries, MPB Realty, LLC, MPB Financial Services, LLC, which includes MPB Wealth Management, LLC (which ceased operating during the first quarter of 2024) and MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC.

As of December 31, 2024, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting.

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Following is a description of the more significant accounting policies.

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Use of Estimates - The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could materially differ from those estimates.

Material estimates subject to significant change include the allowance for credit losses, the expected cash flows and collateral values associated with loans that are individually evaluated for credit losses, the carrying value of other real estate owned ("OREO"), the fair value of financial instruments, business combination fair value computations, the valuation of goodwill and other intangible assets, stock-based compensation and deferred income tax assets.

Significant Group of Concentrations of Credit Risk - Most of the Corporation’s activities are with customers located within Pennsylvania .

2 unchanged sentences

The Corporation does not have a significant concentration of credit risk with any one customer.

MID PENN BANCORP, INC.

Fair Value Measurements - The Corporation uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis.

Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants.

The Corporation groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs.

These levels are as follows

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 - Observable inputs other than level 1 inputs, including quoted prices for similar assets and liabilities, quoted prices for identical assets and liabilities in less active markets and other inputs that can be corroborated by observable market data;

Level 3 - Unobservable inputs supported by limited or no market activity or data and inputs requiring significant management judgment or estimation;

valuation techniques utilizing level 3 inputs include option pricing models, discounted cash flow models and similar techniques.

The Corporation groups

MID PENN BANCORP, INC.

its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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Realized gains or losses on the sale of securities are determined using the specific identification method.

FASB ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments," was adopted by Mid Penn on January 1, 2023.

ASU 2016-13 introduces the CECL methodology for estimating allowances for credit losses.

ASU 2016-13 applies to all financial instruments carried at amortized cost, including HTM securities, and makes targeted improvements to the accounting for credit losses on AFS securities.

ASC 326, Financial Instruments-Credit Losses, was adopted by Mid Penn on January 1, 2023.

ASC 326 introduced the CECL methodology for estimating allowances for credit losses.

ASC 326 applies to all financial instruments carried at amortized cost, including HTM securities, and makes targeted improvements to the accounting for credit losses on AFS securities.

In order to comply with ASC 326, Mid Penn conducted a review of its investment portfolio and determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero.

4 unchanged sentences

• Long history with no credit losses

MID PENN BANCORP, INC.

• Guaranteed by a sovereign entity

4 unchanged sentences

Government conservatorship or receivership

MID PENN BANCORP, INC.

Mid Penn will continuously monitor any changes in economic conditions, credit downgrades, changes to explicit or implicit guarantees granted to certain debt issuers, and any other relevant information that would indicate potential credit deterioration and prompt Mid Penn to reconsider its zero-credit loss assumption.

At the date of adoption, Mid Penn’s estimated allowance for credit losses on AFS and HTM securities under ASU 2016-13 was deemed immaterial due to the composition of these portfolios.

At the date of adoption, Mid Penn’s estimated allowance for credit losses on AFS and HTM securities under ASC 326 was deemed immaterial due to the composition of these portfolios.

Both portfolios consist primarily of U.S.

2 unchanged sentences

AFS Securities

ASU 2016-13 makes targeted improvements to the accounting for credit losses on AFS securities.

ASC 326, Financial Instruments-Credit Losses, made targeted improvements to the accounting for credit losses on AFS securities.

The concept of other-than-temporarily impaired has been replaced with the allowance for credit losses.

3 unchanged sentences

• Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party credit ratings companies.

• The securities that violate the credit loss triggers above would be subjected to additional analysis that may include, but is not limited to:

• The securities that violate the credit loss triggers above would be subjected to additional analysis that may include, but are not limited to:

changes in market interest rates, changes in securities credit ratings, security type, service area economic factors, financial performance of the issuer/or obligor of the underlying issue and third-party guarantee.

7 unchanged sentences

HTM Securities

ASU 2016-13 requires institutions to measure expected credit losses on financial assets carried at amortized cost on a collective or pool basis when similar risks exist.

ASC 326, Financial Instruments-Credit Losses, requires institutions to measure expected credit losses on financial assets carried at amortized cost on a collective or pool basis when similar risks exist.

Mid Penn uses several levels of segmentation in order to measure expected credit losses:

1 unchanged sentence

• The non-agency securities are separated into state and political subdivision obligations and corporate debt securities.

MID PENN BANCORP, INC.

Each individual segment is categorized by third-party credit ratings.

5 unchanged sentences

Therefore, no reserve was recorded at December 31, 2024.

MID PENN BANCORP, INC.

Accrued interest receivable is excluded from the estimate of credit losses for HTM securities.

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The Corporation has not identified any indicators of impairment of FHLB or ACBB stock.

During the years ended December 31, 2023, 2022, and 2021 dividends received from the FHLB totaled $ 864 thousand, $ 289 thousand, and $ 345 thousand respectively.

During the years ended December 31, 2024, 2023, and 2022 dividends received from the FHLB totaled $ 1.3 million, $ 864 thousand, and $ 289 thousand respectively.

Investment in Limited Partnership - Mid Penn is a limited partner in a partnership that provides low-income housing in Enola, Pennsylvania.

The carrying value of Mid Penn’s investment in the limited partnership was $ 15 thousand at December 31, 2023 and $ 58 thousand at December 31, 2022, net of amortization, using the straight-line method and is reported in other assets on the Consolidated Balance Sheets.

The carrying value of Mid Penn’s investment in the limited partnership was zero at December 31, 2024 and $ 15 thousand at December 31, 2023, net of amortization, using the proportional amortization method and is reported in other assets on the Consolidated Balance Sheets.

Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.

2 unchanged sentences

All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.

Mid Penn’s limited partner capital contribution commitment is $ 7.6 million, and the investment was fully funded within a three-year period beginning in 2019 and ending during the first quarter of 2021.

The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a ten-year period using the cost amortization method which began upon commencement of operations of the facility in December 2020.

Mid Penn’s limited partner capital contribution commitment was $ 7.6 million, and the investment was fully funded within a three-year period beginning in 2020 and ending during the first quarter of 2021.

The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a ten-year period using the proportional amortization method which began upon commencement of operations of the facility in December 2021.

The project was formally awarded $ 8.5 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2021 through November 2029.

Mid Penn received low-income housing tax credits related to this project of $ 1.3 million for the tax year ended December 31, 2023 and $ 853 thousand for both of the tax years ended December 31, 2022 and 2021.

Mid Penn received low-income housing tax credits related to this project of $ 2.2 million for the tax year ended December 31, 2024, $ 1.3 million for the tax year ended December 31, 2023, and $ 853 thousand for the tax year ended December 31, 2022.

Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.

Mid Penn is a limited partner in a partnership that provides low-income housing in Mechanicsburg, Pennsylvania.

The total investment in this limited partnership, net of amortization, was $ 9.7 million at December 31, 2024 and $ 8.9 million at December 31, 2023, respectively, and was included in other assets on the Consolidated Balance Sheet.

All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.

The investment in the limited partnership is being amortized over a ten-year period using the proportional amortization method which began upon commencement of operations of the facility in December 2023.

The project was formally awarded $ 12.0 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2023 through November 2033.

Mid Penn received low-income housing tax credits related to this project of $ 1.1 million for the tax year ended December 31, 2024, and zero for the tax year ended December 31, 2023, Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.

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Mid Penn also owns a limited partnership interest in a low-income housing project to construct/rehabilitate seventeen apartments and two commercial shops in Schuylkill County, Pennsylvania.

The total investment in this limited partnership, net of amortization, was $ 3.1 million and $ 3.3 million on December 31, 2024 and December 31, 2023, respectively, and was included in the reported balance of other assets on the Consolidated Balance Sheet.

All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.

Mid Penn’s limited partner capital contribution commitment was $ 4.4 million, and the investment was fully funded within a three-year period beginning in 2020 and ending during the first quarter of 2023.

The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a 10-year period using the proportional amortization method which began upon commencement of operations of the facility in 2023.

The project was formally awarded $ 4.8 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2023 through November 2033.

Mid Penn received low-income housing tax credits related to this project of $ 484 thousand for the tax years ended December 31, 2024, and 2023, respectively.

Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.

Loans Held for Sale - During the third quarter of 2021, the Corporation made the election to measure mortgage loans held for sale at fair value.

Derivative financial instruments related to mortgage banking activities are also recorded at fair value, as detailed under the heading "Mortgage Banking Derivative Financial Instruments," below.

The Corporation determines

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fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.

The Corporation determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.

Changes in fair values during the period are recorded as components of mortgage banking income on the Consolidated Statements of Income.

Interest income earned on mortgage loans held for sale is classified in interest income on the Consolidated Statements of Income.

In periods prior to the third quarter of 2021, m ortgage loans originated and intended for sale in the secondary market were included in loans held for sale and were reported at the lower of cost or fair value, as determined by the aggregate commitments from investors or current investor yield requirements.

Gains and losses on sales of mortgage loans are included in noninterest income in the Consolidated Statements of Income.

Loans - Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances, net of an allowance for loan losses, unamortized deferred fees and costs and unamortized premiums or discounts.

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The ability of the Corporation’s debtors to honor their contracts is dependent upon the general economic conditions of this area.

The loan portfolio is segmented into commercial and industrial loans, commercial real estate loans, commercial real estate – construction loans, residential mortgage loans, home equity loans and consumer loans.

The loan portfolio is segmented into commercial real estate loans, commercial and industrial loans, construction loans, residential mortgage loans, and consumer loans.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to repay the loan through operating profitably and effectively growing its business.

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however, some short-term loans may be made on an unsecured basis to the most credit worthy borrowers.

Commercial loans also include loans originated under the Paycheck Protection Program ("PPP").

These loans are underwritten and originated in accordance with program guidelines.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans.

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With respect to loans to developers and builders, the Corporation generally requires the borrower to have a proven record of success and an expertise in the building industry.

Commercial real estate - construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners.

Commercial real estate - construction loans are generally based upon estimates of costs and value associated with the complete project.

Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners.

Construction loans are generally based upon estimates of costs and value associated with the complete project.

These estimates may be inaccurate.

Commercial real estate - construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.

Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.

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The Corporation’s non-real estate consumer loans are based on the borrower’s proven earning capacity over the term of the loan.

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Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans.

In its evaluation of whether a loan has experienced more than insignificant deterioration in credit quality since origination, Mid Penn takes into consideration loan grades, past due and nonaccrual

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In its evaluation of whether a loan has experienced more than insignificant deterioration in credit quality since origination, Mid Penn takes into consideration loan grades, past due and nonaccrual status.

Mid Penn may also consider external credit rating agency ratings for borrowers and for non-commercial loans, FICO score or band, probability of default levels, and number of times past due.

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Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.

The balance of loans acquired included in the balance of loans, net of unearned interest, on the Consolidated Balance Sheets totaled $ 324.5 million and $ 768.5 million as of December 31, 2023 and December 31, 2022, respectively.

There were no loans acquired for the year ended December 31, 2024.

Loans acquired in the Brunswick acquisition, included in the balance of loans, net of unearned interest, on the Consolidated Balance Sheets for December 31, 2023 totaled $ 324.5 million.

Non-accrual Loans - The Corporation classifies loans as past due when the payment of principal or interest is greater than 30 days delinquent based on the contractual next payment due date.

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Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, or a combination thereof, among other things.

Allowance for Credit Losses, effective January 1, 2023 - Mid Penn’s ACL - loans methodology is based upon guidance within FASB ASC Subtopic 326-20, as well as regulatory guidance from the FDIC, its primary federal regulator.

Allowance for Credit Losses - Mid Penn’s ACL - loans methodology is based upon guidance within FASB ASC Subtopic 326-20, as well as regulatory guidance from the FDIC, its primary federal regulator.

The ACL - loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.

Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL - loans.

Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL -

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The ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio.

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In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the ACL and credit loss expense.

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Mid Penn estimates the ACL using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.

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Factors considered include the following:

lending process, concentrations of credit, and credit quality.

lending process, concentrations of credit, and peer group divergence.

The quantitative and qualitative portions of the allowance are added together to determine the total ACL, which reflects management’s expectations of future conditions based on reasonable and supportable forecasts.

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Contractual cash flows based on loan terms are adjusted for PD, LGD and prepayments to derive loss cash flows.

These loss cash flows are discounted by the loan’s coupon rate to arrive at the discounted cash flow based quantitative loss.

These loss cash flows are discounted by the loan’s coupon rate to arrive at the

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discounted cash flow based quantitative loss.

The prepayment studies are updated quarterly by a third-party for each applicable pool.

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• Lending process

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• Concentrations of credit

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Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.

Allowance for Loan Losses - Prior to January 1, 2023 - The allowance for credit losses consists of the allowance for loan losses ("allowance"), and the reserve for unfunded lending commitments.

The allowance represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans.

The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the Consolidated Balance Sheet.

The allowance is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries.

Loans deemed to be uncollectible are charged off to the allowance, and subsequent recoveries, if any, are credited to the allowance.

All, or part, of the principal balance of loans are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.

Non-residential consumer loans are generally charged off no later than 120 days past due on a contractual basis, or earlier in the event of bankruptcy or if there is an amount deemed uncollectible.

Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The allowance is maintained at a level considered by management to be adequate to provide for losses that can be reasonably anticipated.

Management performs a monthly evaluation of the adequacy of the allowance.

The allowance is based on Mid Penn’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio,

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current economic conditions, and other relevant factors.

This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components.

The specific component relates to loans that are classified as impaired.

For loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value, or observable market price of the impaired loan is lower than the carrying value of that loan.

The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans.

These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors.

These qualitative risk factors include changes in economic conditions, fluctuations in loan quality measures, changes in collateral values, changes in the experience of the lending staff and loan review systems, changes in lending policies and procedures (including underwriting standards), changes in the mix and volume of loans originated, the effect of other external factors, such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing loan portfolio, shifting industry or portfolio concentrations, and other relevant factors.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation.

Adjustments to the factors are supported through documentation of changes in conditions and a narrative accompanying the allowance for loan loss calculation.

Mid Penn evaluates loans for charge-off on a monthly basis.

Policies that govern the recommendation for charge-off are unique to the type of loan being considered.

Commercial loans classified as substandard non-accrual, doubtful, having probable loss will first have a collateral evaluation completed in accordance with the guidance on impaired loans.

Once the collateral evaluation has been completed, a specific allocation of allowance is made based upon the results of the evaluation.

The remaining balance remains a non-performing loan with the original terms and interest rate intact (not restructured).

In the event the loan is unsecured, the loan would have been charged-off at the recognition of impairment.

Commercial real estate loans determined to be impaired will also have an initial collateral evaluation completed in accordance with the guidance on impaired loans.

An updated real estate valuation is ordered and the collateral evaluation is modified to reflect any variations in value.

A specific allocation of allowance is made for any anticipated collateral shortfall.

The remaining balance remains a non-performing loan with the original terms and interest rate intact (not restructured).

The process of charging off a residential mortgage loan begins when a loan becomes delinquent for 90 days and is not in the process of collection.

The existing appraisal is reviewed and a lien search is obtained to determine lien position and any instances of intervening liens.

A new appraisal of the property will be ordered if deemed necessary by management, and a collateral evaluation is completed.

The loan will then be charged down to the value indicated in the evaluation.

Non-residential consumer loans are generally charged off no later than 120 days past due on a contractual basis, or earlier in the event of either bankruptcy or if there is an amount deemed uncollectible.

The collateral shortfall of the consumer loan is recommended for charge-off at this point.

As noted above, Mid Penn assesses a specific allocation for commercial loans and commercial real estate loans.

The remaining balance remains a non-performing loan with the original terms and interest rate intact (not restructured).

In addition, Mid Penn takes a preemptive step when any commercial loan becomes classified under its internal classification system.

A preliminary collateral evaluation, in accordance with the guidance on impaired loans, is prepared using the existing collateral information in the loan file.

This process allows Mid Penn to review both the credit and documentation files to determine the status of the information needed to make a collateral evaluation.

This collateral evaluation is preliminary, but allows Mid Penn to determine if any potential collateral shortfalls exist.

It is Mid Penn’s policy to obtain updated third-party collateral valuations on all impaired loans secured by real estate as soon as practically possible following the credit being classified as substandard non-accrual.

Prior to receipt of the updated real estate valuation, Mid Penn will use any existing real estate valuation to determine any potential allowance issues;

however, no allowance recommendation will be made until such time Mid Penn is in receipt of the updated valuation.

The Asset Recovery department employs an electronic tracking system to monitor the receipt of and need for updated appraisals.

To date, there have been no material time lapses noted with the above processes.

In some instances, Mid Penn is not holding real estate as collateral and is relying on business assets (personal property) for repayment.

In these circumstances, a collateral inspection is performed by Mid Penn personnel to determine an estimated value.

The value is based on net book value, as provided by the financial statements, and discounted accordingly based on

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determinations made by management.

Occasionally, Mid Penn will employ an outside service to provide a fair estimate of value based on auction sales or private sales.

Management reviews the estimates of these third parties and discounts them accordingly based on management’s judgment, if deemed necessary.

For impaired loans with no valuation allowance required, the independent third-party market valuations on the subject property obtained by Mid Penn as soon as practically possible following the credit being placed on non-accrual status sometimes indicates that the loan-to-value ratio is sufficient to obviate the need for a specific allocation in spite of significant deterioration in real estate values in Mid Penn’s primary market area.

These circumstances are determined on a case-by-case analysis of the impaired loans.

Mid Penn actively monitors the values of collateral on impaired loans.

This monitoring may require the modification of collateral values over time or changing circumstances by some factor, either positive or negative, from the original values.

All collateral values will be assessed by management at least every twelve months for revaluation by an independent third party.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.

Accordingly, Mid Penn does not separately identify individual residential mortgage loans, home equity loans and other consumer loans for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement.

The allowance calculation methodology includes segregation of loan classes into risk rating categories.

The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments.

Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss.

Loans criticized as special mention have potential weaknesses that deserve management’s close attention.

If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.

Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.

Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.

Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses.

Any loans not classified as noted above are rated pass.

In addition, federal and state regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance and may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Premises and Equipment - Land is carried at cost.

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Leasehold improvements are depreciated using an estimated useful life that is the lesser of the remaining life of the lease or ten to fifteen years .

Maintenance and normal repairs are charged to expense when incurred, while major additions and improvements are capitalized.

Maintenance and

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normal repairs are charged to expense when incurred, while major additions and improvements are capitalized.

Gains and losses on disposals are reflected in current operations .

The Corporation reviews the carrying value of long-lived assets and certain identifiable intangibles for impairment whenever events and changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as prescribed by ASC Topic 360, "Accounting for the Impairment or Disposal of Long-Lived Assets".

Bank Premises and Equipment Held For Sale - Bank premises and equipment designated as held for sale are included in Other Assets on the Balance Sheet, and are carried at the lower of cost or market value, and totaled $ 974 thousand and $ 1.3 million at December 31, 2023 and 2022, respectively.

The balance at December 31, 2022 related to the December 7, 2021 announcement of a Retail Network Optimization Plan pursuant to which the Bank announced its intention to close

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certain retail locations throughout its expanded footprint.

The branch closures occurred on about March 4, 2022.

As of December 31, 2023, two properties remained for sale.

Bank Premises and Equipment Held For Sale - Bank premises and equipment designated as held for sale are included in Other Assets on the Balance Sheet, and are carried at the lower of cost or market value, and totaled $ 702 thousand and $ 974 thousand at December 31, 2024 and 2023, respectively.

The $ 272 thousand decrease in balance at December 31, 2024 related to the sale of the Riverview Halifax building in 2024.

As of December 31, 2024, one property remained for sale.

Foreclosed Assets Held for Sale - Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at their fair value less estimated disposition costs.

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Routine maintenance and real estate taxes are expensed as incurred.

Bank-Owned Life Insurance ("BOLI") - Mid Penn is the owner and beneficiary of BOLI policies on current and former Mid Penn directors, as well as BOLI policies acquired through the Phoenix, First Priority and Riverview acquisitions covering certain former Miners Bank, First Priority, and Riverview employees.

Bank-Owned Life Insurance ("BOLI") - Mid Penn is the owner and beneficiary of BOLI policies on current and former Mid Penn directors, as well as BOLI policies acquired through the Phoenix, First Priority, Riverview and Brunswick acquisitions covering certain former Miners Bank, First Priority, Riverview, and Brunswick employees.

These policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement, if applicable.

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If certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur.

In making this assessment, we consider a number of factors including operating results, business plans, economic projections, anticipated future cash flows, current market data, etc.

In making this assessment, we use the widely accepted valuation techniques, including the public company market change of control approach and the peer group change of control approach, to determine the fair valuation of the reporting unit.

Both approaches include earnings and price-to-tangible book value multiples of comparable public companies, which are applied to the earnings and equity of the reporting unit.

The projected tangible book value ("TBV") multiple serves as an indicator of whether the market price or perceived value of the Company's tangible assets exceeds its book value.

In 2024, the company applied a control premium based on its review of observable transactions and comparable marketplace data.

Several factors are considered, such as operating results, business plans, economic projections, anticipated future cash flows, current market data, etc.

There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment.

Changes in economic and operating conditions could result in goodwill impairment in future periods.

The Bank did not identify any impairment on its outstanding goodwill from its most recent testing, which was perform ed as of October 31, 2023.

The Bank did not identify any impairment on its outstanding goodwill from its most recent testing, which was performed as of October 31, 2024.

Core deposit intangible ("CDI") is a measure of the value of checking and savings deposits acquired in business combinations.

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Customer list intangibles are a measure of the inherent value of certain customer arrangements acquired in business combinations.

The fair value of the customer list is based on the income approach which employs a present value analysis, which calculates the expected after-tax cash flow benefits of the net revenues generated by the acquired customers over the expected life of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment.

The fair value of the customer list is based on the income approach which employs a present value analysis,

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which calculates the expected after-tax cash flow benefits of the net revenues generated by the acquired customers over the expected life of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment.

The value assigned to the acquired customers represents the future economic benefit from acquiring the customers (net of operating expenses).

The customer list is amortized over a 20-year projection period, a sufficient time to capture the economic value of the customer list given an assumed customer attrition rate.

The customer list is amortized over a 10 to 20-year projection period, a sufficient time to capture the economic value of the customer list given an assumed customer attrition rate.

The Corporation evaluates such identifiable intangibles for impairment when events and circumstances indicate that its carrying amount may not be recoverable.

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The lease ROU asset consists of the amount of the initial measurement of the lease liability, adjusted for any lease payments made to the lessor at or before the commencement date, minus any lease incentives received, and any initial direct costs incurred by the lessee (defined as costs of a lease that would not have been incurred had the lease not been executed).

The related lease liability is equal to the present value of the future lease

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payments, discounted using the rate implicit in the lease (or if that rate cannot be readily determined, the lessee’s incremental borrowing rate).

The related lease liability is equal to the present value of the future lease payments, discounted using the rate implicit in the lease (or if that rate cannot be readily determined, the lessee’s incremental borrowing rate).

Given that the rate implicit in the lease is rarely available, all lease liability amounts are calculated using Mid Penn’s incremental borrowing rate at lease inception, on a collateralized basis, for a similar term.

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Mid Penn has an unfunded noncontributory defined benefit plan for directors and other postretirement benefit plans covering full-time employees.

These plans utilize assumptions and methods to calculate the fair value of plan assets and recognizing the overfunded and underfunded status of the plans on its Consolidated Balance Sheet.

These plans utilize assumptions and methods to calculate the fair value of plan assets

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and recognizing the overfunded and underfunded status of the plans on its Consolidated Balance Sheet.

Gains and losses, prior service costs and credits are recognized in other comprehensive income (loss), net of tax, until they are amortized, or immediately upon curtailment.

Trust Assets and Income - Assets held by the Bank in a fiduciary or agency capacity for customers of the trust department of the Bank are not included in the Consolidated Financial Statements since such items are not assets of the Bank.

Most trust income is recognized on the cash basis, which is not materially different than if it were reported on the accrual basis.

Assets under management totaled $ 473.5 million as of December 31, 2024, Most trust income is recognized as earned, which is not materially different than if it were reported on the accrual basis.

Revenue Recognition - Mid Penn recognizes revenue when earned based upon contractual terms, as transactions occur, or as related services are provided, and collectability is reasonably assured.

The largest source of revenue for Mid Penn is interest income.

Noninterest income is earned from various banking and financial services that Mid Penn offers through its

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subsidiaries.

Noninterest income is earned from various banking and financial services that Mid Penn offers through its subsidiaries.

In certain circumstances, noninterest income is reported net of associated expenses.

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Estate fee income is recognized as services are performed over the service period, generally eighteen months.

ATM Debit Card Interchange Income - consists interchange fees earned when Mid Penn’s debit cards are processed through card payments networks.

ATM Debit Card Interchange Income - consists of interchange fees earned when Mid Penn’s debit cards are processed through card payments networks.

The interchange fee is calculated as a percentage of the total electronic funds transfer ("EFT") transaction plus a per-transaction fee, which varies based on the type of card used, the method used to process the EFT transaction, and the type of business at which the transaction was processed.

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Mid Penn does not exercise significant judgements in the recognition of income, as typically income is not recognized until the performance obligation has been satisfied.

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Income Taxes - Income tax expense is determined using the asset and liability method and consists of income taxes that are currently payable and deferred income taxes.

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In making such determinations, the Corporation considers all available positive and negative evidence that may impact the realization of deferred tax assets.

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considerations include future reversals of existing taxable temporary differences, projected future taxable income, and available tax planning strategies.

These considerations include future reversals of existing taxable temporary differences, projected future taxable income, and available tax planning strategies.

The Corporation files a consolidated federal income tax return including the results of its wholly-owned subsidiaries.

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Basic EPS is calculated by dividing the net income attributable to shareholders of the Corporation by the weighted average number of shares of common stock outstanding during the period.

Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares of common stock outstanding adjusted for the effects of all dilutive potential common shares comprised of restricted stock awards.

Diluted EPS is determined by

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adjusting the profit or loss attributable to shareholders and the weighted average number of shares of common stock outstanding adjusted for the effects of all dilutive potential common shares comprised of restricted stock awards.

Treasury Stock - Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity.

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The Corporation offers certain derivative products directly to qualified commercial lending clients seeking to manage their interest rate risk.

The Corporation economically hedges interest rate swap transactions to execute

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with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants.

The Corporation economically hedges interest rate swap transactions to execute with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants.

Derivative transactions executed as part of this program are not designed as qualifying hedging relationships and are, therefore, carried at fair value with the change in fair value recorded as noninterest income.

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The amount necessary to settle each interest rate lock was based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.

As of December 31, 2023.

Mid Penn no longer participates in mortgage banking derivative activities.

Recent Accounting Pronouncements

Accounting Standards Adopted

On January 1, 2023, the Corporation adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326):

Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss methodology, and is referred to as CECL.

The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including loans and HTM debt securities.

On January 1, 2023, the Corporation adopted ASC 326, Financial Instruments - Credit Losses , which replaces the incurred loss methodology, and is referred to as CECL.

The measurement of expected credit losses under CECL applies to financial assets measured at amortized cost, including loans and HTM debt securities.

It also applies to OBS credit exposures (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with ASC Topic 842.

The Corporation adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, net of investments in leases and OBS credit exposures.

Results for reporting periods beginning after January 1, 2023 are presented under CECL, while prior period results are reported in accordance with the previously applicable incurred loss methodology.

Results for reporting periods beginning after January 1, 2023 are presented under CECL, while prior period results are reported in accordance with the previously applicable incurred

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loss methodology.

The Corporation recorded an overall increase of $ 15.0 million to the ACL on January 1, 2023 as a result of the adoption of CECL.

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See "Note 4 - Loans and Allowance for Credit Losses - Loans" for the new financial statement disclosures applicable under this update.

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The updates to the significant accounting policies related to CECL are further discussed in "Note 3 - Investment Securities", "Note 4 - Loans and Allowance for Credit Losses - Loans" and "Note 18 - Commitments and Contingencies".

Accounting Standards Pending Adoption

The FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323):

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The amendments in this update are effective for fiscal years beginning after December 15, 2023, and must be applied on either a modified retrospective or a retrospective basis.

Early adoption is permitted in any interim period, however if adopted in an interim period the entity shall adopt the amendments in this update as of the beginning of the fiscal year that includes the interim period.

The Corporation does not expect the adoption of ASU No.

2023-02 to have a material impact on its consolidated financial statements.

The FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 amends the ASC to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Accounting Standards Pending Adoption

The FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

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ASU 2023-06 is not expected to have a significant impact on our financial statements.

The FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

ASU 2023-07 amends the ASC to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

ASU 2023-09 :

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Improvements to Income Tax Disclosures.

ASU 2023-09 amends the ASC to enhance income tax disclosures by requiring entities to disclose income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes.

Additionally, entities are required to disclose amounts greater than 5% of the total income taxes paid to an individual jurisdiction The amendments are effective for annual periods beginning after December 15, 2024.

ASU 2023-09 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-01 —The FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718):

Scope application of profits interest and similar awards.

The amendments in the ASU apply to all reporting entities that account for profits interest awards as compensation to employees or nonemployees in return for goods or services.

The amendments are effective for annual periods beginning

MID PENN BANCORP, INC.

after December 15, 2025, and interim periods within those annual periods.

ASU 2024-01 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-02 :

The FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements.

This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements.

The amendments are effective for fiscal years beginning after December 15, 2025.

Early adoption is permitted.

ASU 2024-02 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-03 :

The FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

The amendments in the ASU improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

ASU 2024-03 is not expected to have a significant impact on the Corporation's financial statements.

The FASB issued ASU - 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments

The amendments in the ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments in the ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in ASU2020-06.

ASU 2024-04 is not expected to have a significant impact on the Corporation's financial statements.

MID PENN BANCORP, INC.

Note 2 - Business Combinations

Commonwealth Benefits Group Acquisition

On July 31, 2024, Mid Penn acquired the insurance business and related accounts of a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $ 2.0 million at closing and an additional $ 800 thousand potentially payable pursuant to a three year earnout.

Mid Penn has recognized total goodwill of $ 1.1 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair market value of identifiable assets acquired.

Mid Penn incurred expenses related to the Commonwealth Benefits Group acquisition of $ 545 thousand for the year ended December 31, 2024, which is included in noninterest expense in the Consolidated Statements of Income.

Brunswick Acquisition

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None of the goodwill recognized is expected to be deductible for income tax purposes.

MID PENN BANCORP, INC.

Mid Penn incurred expenses related to the Brunswick Acquisition of $ 8.5 million for the year ended December 31, 2023, which is included in noninterest expense in the Consolidated Statements of Income.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

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Fair value of common stock issued 18,095

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

These corrections include a $ 2.4 million decrease to Goodwill, a $ 2.0 million increase to Other Assets, and a $ 1.2 million decrease to non-interest bearing deposits.

Management has completed its evaluation of fair values of all assets and liabilities shown in the table above and all amounts are considered final.

MID PENN BANCORP, INC.

Pro Forma Income Statement (unaudited)

The following table presents pro forma information as if the merger between Mid Penn and Brunswick had been completed on January 1, 2021.

The pro forma information does not necessarily reflect the results of operations that would have occurred had Mid Penn merged with Brunswick at the beginning of 2021.

The pro forma financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies, or other factors.

For the Year Ended

(In thousands, except per share data) 2022 2021

Net interest income after loan loss provision $ 156,258 $ 117,015

Noninterest income 24,834 23,327

Noninterest expense 108,481 99,581

Net income 58,659 32,686

Net income per common share 3.69 2.05

MID PENN BANCORP, INC.

Note 3 - Investment Securities

FASB ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments," was adopted by Mid Penn on January 1, 2023.

ASU 2016-13 introduces the CECL methodology for estimating allowances for credit losses.

ASU 2016-13 applies to all financial instruments carried at amortized cost, including HTM securities, and makes targeted improvements to the accounting for credit losses on AFS securities.

This zero-credit loss assumption applies to debt issuances of the U.S.

Treasury and agencies and instrumentalities of the United States government.

The reasons behind the adoption of the zero-credit loss assumption are as follows:

• High credit rating

• Long history with no credit losses

• Guaranteed by a sovereign entity

• Widely recognized as "risk-free rate"

• Can print its own currency

• Currency is routinely held by central banks, used in international commerce, and commonly viewed as reserve currency

• Currently under the U.S.

Government conservatorship or receivership

At the date of adoption, Mid Penn’s estimated allowance for credit losses on AFS and HTM securities under ASU 2016-13 was deemed immaterial due to the composition of these portfolios.

Both portfolios consist primarily of U.S.

government agency guaranteed mortgage-backed securities for which the risk of loss is minimal.

Therefore, Mid Penn did not recognize a cumulative effect adjustment through retained earnings related to the AFS and HTM securities.

AFS Securities

ASU 2016-13 makes targeted improvements to the accounting for credit losses on AFS securities.

The concept of other-than-temporarily impaired has been replaced with the allowance for credit losses.

Unlike HTM securities, AFS securities are evaluated on an individual level and pooling of securities is not allowed.

Quarterly, Mid Penn evaluates if any security has a fair value less than its amortized cost.

Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, Mid Penn performs further analysis as outlined below:

• Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party credit ratings companies.

• The securities that violate the credit loss triggers above would be subjected to additional analysis that may include, but is not limited to:

• If Mid Penn determines that a credit loss exists, the credit portion of the allowance will be measured using a DCF analysis using the effective interest rate as of the security’s purchase date.

The amount of credit loss Mid Penn records will be limited to the amount by which the amortized cost exceeds the fair value.

The DCF analysis utilizes contractual maturities, as well as third-party credit ratings and cumulative default rates published annually by a reputable third-party.

MID PENN BANCORP, INC.

At December 31, 2023, the results of the analysis did not identify any securities that violate the credit loss triggers;

At December 31, 2024, the fair value of AFS securities totaled $ 260.5 million.

At December 31, 2024, no securities were identified that violated credit loss triggers;

therefore, no DCF analysis was performed, and no credit loss was recognized on any of the securities available for sale.

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HTM Securities

ASU 2016-13 requires institutions to measure expected credit losses on financial assets carried at amortized cost on a collective or pool basis when similar risks exist.

Mid Penn uses several levels of segmentation in order to measure expected credit losses:

• The portfolio is segmented into agency and non-agency securities.

• The non-agency securities are separated into state and political subdivision obligations and corporate debt securities.

Each individual segment is categorized by third-party credit ratings.

As discussed above, Mid Penn has determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero, which include debt issuances of the U.S.

Treasury and agencies and instrumentalities of the United States government.

This assumption will be reviewed and attested to quarterly.

At December 31, 2024, Mid Penn’s HTM securities totaled $ 382.4 million.

After applying appropriate probability of default and loss given default assumptions, the total amount of current expected credit losses was deemed immaterial.

Therefore, no reserve was recorded at December 31, 2023.

The Company primarily held highly rated HTM securities, including taxable and tax-exempt securities issued mainly by the U.S government, state governments, and political subdivisions.

As of December 31, 2024, the majority of Mid Penn's HTM securities were rated as A1/BBB by Moody's and/or Standard & Poor's ratings services.

Credit ratings of HTM securities, which are a key factor in estimating expected credit losses, are reviewed on a quarterly basis.

At December 31, 2024, there were no HTM securities that were past due 30 days or more as to principal or interest payments.

Additionally, Mid Penn had no HTM securities classified as nonaccrual at December 31, 2024.

Therefore, no allowance for credit losses was recorded as of December 31, 2024.

Accrued interest receivable is excluded from the estimate of credit losses for HTM securities.

At December 31, 2024, accrued interest receivable totaled $ 1.8 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

At December 31, 2023, Mid Penn had no HTM securities that were past due 30 days or more as to principal or interest payments.

Mid Penn had no HTM securities classified as nonaccrual at December 31, 2023.

MID PENN BANCORP, INC.

The amortized cost and fair value on investment securities as of December 31 are as follows:

The following tables set forth the amortized cost and estimated fair value of investment securities for the periods presented:

December 31, 2024

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Total $ 667,217 $ 11 $ 66,103 $ 601,125

MID PENN BANCORP, INC.

December 31, 2023

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MID PENN BANCORP, INC.

The following table presents gross unrealized losses and fair value of investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2023 and 2022.

The following tables present gross unrealized losses and fair value of investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2024 and 2023.

(Dollars in thousands) Less Than 12 Months 12 Months or More Total

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Mid Penn does not consider the securities with unrealized losses on the respective dates to be credit related losses as the unrealized losses were deemed to be temporary changes in value related to market movements in interest yields at various periods similar to the maturity dates of holdings in the investment portfolio, and not reflective of an erosion of credit quality.

The following table presents information related to gross realized gains and losses on sales of AFS securities:

For the year ended December 31,

(In thousands) 2023 2022 2021

Gross realized gains $ — $ — $ 79

Gross realized losses — — —

Net gains $ — $ — $ 79

There were no gross realized gains and losses on the sale of AFS securities as of December 31, 2024.

MID PENN BANCORP, INC.

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Note 4 - Loans and Allowance for Credit Losses - Loans

Mid Penn adopted the amendments of FASB ASU 2016-13, on January 1, 2023.

The amendments of ASU 2016-13 created FASB ASC Topic 326, "Financial Instruments – Credit Losses," which, among other things, replace much of the guidance and disclosures previously provided in FASB ASC Topic 310, "Receivables." The guidance in FASB ASC Topic 326 replaces the incurred loss methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit losses.

In accordance with FASB ASC Subtopic 326-20, "Financial Instruments – Credit Losses – Measured at Amortized Cost," Mid Penn has developed an ACL methodology effective January 1, 2023, which replaces its previous allowance for loan losses methodology.

See the section captioned "Allowance for Credit Losses, effective January 1, 2023" within this note for additional information regarding Mid Penn’s ACL.

Mid Penn adopted FASB ASC Topic 326 using the modified retrospective approach prescribed by the amendments of ASU 2016-13;

therefore, certain prior year disclosures are presented under legacy GAAP and may not be comparable to current period presentation.

In conjunction with the adoption of CECL, the Corporation has revised its segmentation to align with the methodology applied in determining the ACL for loans and leases under CECL.

As such, certain reclassifications were made to conform to prior period amounts to current presentation.

Loans, net of unearned income, are summarized as follows by portfolio segment:

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Total loans $ 4,443,070 $ 4,252,792

(1) In accordance with the guidance in FASB ASC Topic 326, Mid Penn redefined its loan portfolio segments and related loan classes based on the level at which risk is monitored within the ACL methodology.

As such, $ 181.9 million of loans were reclassified from Commercial real estate to Residential mortgage upon adoption of CECL on January 1, 2023.

Total loans are stated at the amount of unpaid principal, adjusted for net deferred fees and costs.

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The aggregate amount of these loans was $ 13.8 million and $ 22.0 million at December 31, 2024 and 2023, respectively.

During 2023, $ 5.5 million of new loans, advances and loans to new related parties were extended and repayments totaled $ 3.6 million.

During 2024, $ 924 thousand of new loans, advances and loans to new related parties were extended and repayments totaled $ 3.0 million.

In addition, for the year ended December 31, 2024 there were $ 8.0 million of loans that were no longer extended to related parties.

None of these loans were past due, in non-accrual status, or restructured at December 31, 2024.

MID PENN BANCORP, INC.

Past Due and Nonaccrual Loans

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The classes of the loan portfolio summarized by the past due status as of December 31, 2024 and December 31, 2023, are summarized as follows:

MID PENN BANCORP, INC.

(In thousands) 30-59

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Commercial real estate

CRE Nonowner Occupied $ 1,281 $ 1,515 $ 11,658 $ 14,454 $ 1,236,556 $ 1,251,010 $ —

CRE Owner Occupied 39 51 262 352 623,655 624,007 —

Multifamily — — — — 412,900 412,900 —

Farmland 184 — — 184 224,525 224,709 —

Total Commercial real estate 1,504 1,566 11,920 14,990 2,497,636 2,512,626 —

Commercial and industrial 74 3 794 871 704,521 705,392 —

Construction — 270 2,559 2,829 452,638 455,467 —

Residential Construction — — — — 99,399 99,399 —

Other Construction — — — — 326,171 326,171 —

Total Construction — — — — 425,570 425,570 —

Residential mortgage

1-4 Family 1st Lien 2,853 220 516 3,589 310,003 313,592 —

1-4 Family Rental 374 7 137 518 336,118 336,636 —

HELOC and Junior Liens 724 209 2,157 3,090 137,302 140,392 —

Total Residential Mortgage 3,951 436 2,810 7,197 783,423 790,620 —

Consumer 20 — — 20 8,842 8,862 —

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Commercial real estate

Commercial and industrial 1,808 3 1,854 3,665 592,377 596,042 654

Construction 2,258 — — 2,258 438,988 441,246 —

Residential mortgage 3,826 955 670 5,451 409,630 415,081 —

Consumer 44 19 — 63 7,613 7,676 —

Loans acquired with credit deterioration:

Commercial real estate 78 — 826 904 1,633 2,537 —

CRE Nonowner Occupied $ 3,339 $ 682 $ 2,115 $ 6,136 $ 1,143,417 $ 1,149,553 $ —

CRE Owner Occupied 1,734 — 859 2,593 627,311 629,904 —

Multifamily — — — — 309,059 309,059 —

Farmland — — — — 212,690 212,690 —

Total Commercial real estate 5,073 682 2,974 8,729 2,292,477 2,301,206 —

Commercial and industrial 638 24 1,270 1,932 673,147 675,079 —

Construction — — — — — — —

Residential Construction — 270 303 573 92,270 92,843 —

Other Construction — — 2,256 2,256 360,368 362,624 —

Total Construction — 270 2,559 2,829 452,638 455,467 —

Residential mortgage

1-4 Family 1st Lien 1,554 217 847 2,618 336,524 339,142 —

1-4 Family Rental 2,520 — 644 3,164 338,773 341,937 —

HELOC and Junior Liens 574 50 1,027 1,651 131,144 132,795 —

Total Residential Mortgage 4,648 267 2,518 7,433 806,441 813,874 —

Consumer 41 31 — 72 7,094 7,166 —

Total $ 10,400 $ 1,274 $ 9,321 $ 20,995 $ 4,231,797 $ 4,252,792 $ —

Loans are placed on nonaccrual status when management determines that the full repayment of principal and collection of interest according to contractual terms is no longer likely, generally when the loan becomes 90 days or more past due.

MID PENN BANCORP, INC.

Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of December 31, 2024 and 2023 are summarized as follows:

December 31, 2024 December 31, 2023

Non-accrual Loans Total non-accrual Loans

(In thousands) With a Related Allowance Without a Related Allowance Total

(In thousands) With a Related Allowance Without a Related Allowance Total With a Related Allowance Without a Related Allowance Total

Commercial real estate

CRE Nonowner Occupied $ 2,622 $ 11,153 $ 13,775 $ 361 $ 4,144 $ 4,505

CRE Owner Occupied — 546 546 — 1,909 1,909

Multifamily — 154 154 93 80 173

Farmland — — — — — —

Total Commercial real estate 2,622 11,853 14,475 454 6,133 6,587

Commercial and industrial 758 3,894 4,652 1,222 64 1,286

Construction — 2,559 2,559 —

Residential Construction — — — — 303 303

Other Construction — — — — 2,256 2,256

Total Construction — — — — — 2,559 2,559

Residential mortgage

1-4 Family 1st Lien — 1,028 1,028 — 1,875 1,875

1-4 Family Rental — 176 176 2 699 701

HELOC and Junior Liens — 2,279 2,279 — 1,208 1,208

Total Residential Mortgage — — 3,483 3,483 2 3,782 3,784

Consumer — — — — — —

$ 1,678 $ 12,538 $ 14,216 $ 8,195

Total loans $ 3,380 $ 19,230 $ 22,610 $ 1,678 $ 12,538 $ 14,216

The amount of interest income recognized on nonaccrual loans was approximately $ 128 thousand and $ 174 thousand during the three months ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2023 and 2022, the amount of interest income recognized on nonaccrual loans was approximately $ 1.2 million and $ 729 thousand, respectively.

During the years ended December 31, 2024 and 2023, the amount of interest income recognized on nonaccrual loans was approximately $ 584 thousand and $ 1.2 million, respectively.

Credit Quality Indicators

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On a minimum of a quarterly basis, Mid Penn analyzes loans individually to classify the loans as to their credit risk.

The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.

PASS - This type of classification consists of 6 subcategories:

Nominal Risk / Pass - This loan classification is a credit extension of the highest quality.

Moderate Risk / Pass - This type of classification has strong financial ratios, substantial debt capacity, and low leverage with a very favorable comparison to industry peers or better than average improving trends are necessary to be in this classification.

Good Acceptable Risk / Pass - The Borrower in this rating classification is a reasonable credit risk having financial ratios on par with its peers and demonstrates slightly improving trends over time;

they list good quality assets and fairly low leverage plus ample debt capacity.

Marginally Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality, the leverage is worse than average compared to industry standards;

Good Acceptable Risk / Pass - This type of classification is a reasonable credit risk having financial ratios on par with its peers and demonstrates slightly improving trends over time;

the Borrower lists good quality assets with relatively low leverage and ample debt capacity.

MID PENN BANCORP, INC.

Average Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality;

however, the leverage is worse than average compared to industry standards;

the Borrower should have a good repayment history and possess consistent earnings with some growth.

Weak/Monitor Risk (Watch list) / Pass - This type of classification has financial ratios consistent with industry averages, assets of average quality with ascertainable values, acceptable leverage, moderate capital assets and an acceptable reliance on trade debt.

Marginally Acceptable Risk / Pass - This type of classification has financial ratios consistent with industry averages, assets of average quality with ascertainable values, acceptable leverage, moderate capital assets and an acceptable reliance on trade debt;

however, the Borrower demonstrates marginally adequate earnings, cash flow and debt service plus positive trends.

Weak/Monitor Risk (Watch list) / Pass - This type of classification has financial ratios that are slightly below standard industry averages and assets are below average quality with unstable values;

fixed assets could be near or at the end of their useful life and liabilities may not match the asset structure.

SPECIAL MENTION - These credits have developing weaknesses deserving extra attention from the lender and lending management.

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DOUBTFUL - These credits have definite weaknesses inherent in Substandard loans with added characteristics that are severe enough to make further collection in full highly questionable and improbable based on the current trends.

MID PENN BANCORP, INC.

These loans are considered uncollectible and no longer a viable asset of the Bank.

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All trends are negative and the damage to the financial condition of the Borrower can’t be reversed now or in the near future.

MID PENN BANCORP, INC.

The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.

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(In thousands) 2024 2023 2022 2021 2020 Prior Total

Commercial real estate

CRE Nonowner Occupied

Pass $ 85,501 $ 176,018 $ 343,072 $ 152,157 $ 130,650 $ 325,478 $ 11,732 $ 1,224,608

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Substandard or lower — 1,515 1,260 — 3,281 17,241 — 23,297

Total commercial real estate 271,849 562,010 387,119 300,908 184,672 556,153 38,495 2,301,206

Total CRE Nonowner Occupied 85,501 177,533 344,332 152,157 133,931 345,824 11,732 1,251,010

Gross charge offs — — — — — — — —

Current period recoveries — — — — — 2 — 2

Net charge offs — — — — — 2 — 2

CRE Owner Occupied

Pass 52,922 99,065 106,876 66,160 77,774 199,725 11,630 614,152

Special mention — 222 4,991 227 — 2,133 — 7,573

Substandard or lower — — — 194 — 2,088 — 2,282

Total CRE Owner Occupied 52,922 99,287 111,867 66,581 77,774 203,946 11,630 624,007

Gross charge offs — — — — — — — —

MID PENN BANCORP, INC.

Current period recoveries — — — — — 4 — 4

Net recoveries — — — — — 4 — 4

Pass 4,843 66,119 118,568 101,871 40,450 78,070 2,771 412,692

Special mention — — — — — 54 — 54

Substandard or lower — — — — — 154 — 154

Total Multifamily 4,843 66,119 118,568 101,871 40,450 78,278 2,771 412,900

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net charge offs — — — — — — — —

Pass 27,449 31,259 56,178 42,693 25,119 24,729 14,801 222,228

Special mention — 128 — — — 2,163 190 2,481

Substandard or lower — — — — — — — —

Total Farmland 27,449 31,387 56,178 42,693 25,119 26,892 14,991 224,709

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net charge offs — — — — — — — —

Commercial and industrial

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Gross charge offs — ( 201 ) — — ( 206 ) ( 412 ) — ( 819 )

Current period recoveries — — — — — 1 — 1

Net charge offs — ( 201 ) — — ( 206 ) ( 411 ) — ( 818 )

Residential Construction

Pass 34,275 37,222 15,559 — — 2,007 10,336 99,399

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Substandard or lower — — — — — — — —

Total construction 153,596 181,787 54,658 23,804 10,247 8,113 23,262 455,467

Residential mortgage

Total Residential Construction 34,275 37,222 15,559 — — 2,007 10,336 99,399

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net recoveries — — — — — — — —

Other Construction

Pass 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171

Special mention — — — — — — — —

Substandard or lower — — — — — — — —

Total Other Construction 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net recoveries — — — — — — — —

MID PENN BANCORP, INC.

1-4 Family 1st Lien

Performing 27,580 59,762 45,946 34,743 42,727 98,891 2,915 312,564

Non-performing — — — — 211 817 — 1,028

Total residential mortgage 158,634 153,203 111,703 91,852 27,863 182,896 87,723 813,874

Total 1-4 Family 1st Lien 27,580 59,762 45,946 34,743 42,938 99,708 2,915 313,592

Gross charge offs — — — — — ( 7 ) — ( 7 )

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Net recoveries — — — — — 9 — 9

1-4 Family Rental

Performing 28,735 51,488 88,594 59,397 35,222 69,890 2,009 335,335

Non-performing — 147 — — 595 559 — 1,301

Total 1-4 Family Rental 28,735 51,635 88,594 59,397 35,817 70,449 2,009 336,636

Gross charge offs — — — — — ( 2 ) — ( 2 )

Current period recoveries — — — — — 22 — 22

Net recoveries — — — — — 20 — 20

HELOC and Junior Liens

Performing 6,096 16,125 9,856 4,845 2,182 10,887 88,122 138,113

Non-performing — 21 — — — 1,257 1,001 2,279

Total HELOC and Junior Liens 6,096 16,146 9,856 4,845 2,182 12,144 89,123 140,392

Gross charge offs — — ( 21 ) — — — — ( 21 )

Current period recoveries — — — — — — — —

Net charge offs — — ( 21 ) — — — — ( 21 )

Performing 4,214 972 354 394 107 234 2,587 8,862

Non-performing — — — — — — — —

Total consumer 4,214 972 354 394 107 234 2,587 8,862

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MID PENN BANCORP, INC.

(In thousands) Pass Special

Mention Substandard Total

December 31, 2023

Commercial real estate $ 2,018,088 $ 12,325 $ 22,521 $ 2,052,934

Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized

(In thousands) 2023 2022 2021 2020 2019 Prior Total

CRE Nonowner Occupied

Pass $ 119,793 $ 329,715 $ 160,583 $ 140,083 $ 86,629 $ 267,210 $ 10,030 $ 1,114,043

Special mention — — — — 6,009 7,926 — 13,935

Substandard or lower — 5,209 — 3,162 229 12,975 — 21,575

Total CRE Nonowner Occupied 119,793 334,924 160,583 143,245 92,867 288,111 10,030 1,149,553

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net charge offs — — — — — — — —

CRE Owner Occupied

Pass 92,561 121,231 75,711 86,322 60,761 174,680 14,388 625,654

Special mention — — — — — 190 — 190

Substandard or lower — — 208 — — 3,852 — 4,060

Total CRE Owner Occupied 92,561 121,231 75,919 86,322 60,761 178,722 14,388 629,904

Gross charge offs — — — — — ( 16 ) — ( 16 )

Current period recoveries — — — — — — — —

Net charge offs — — — — — ( 16 ) — ( 16 )

Pass 26,776 44,450 105,406 41,713 23,118 65,480 1,881 308,824

Special mention — — — — — 62 — 62

Substandard or lower — — — — — 173 — 173

Total Multifamily 26,776 44,450 105,406 41,713 23,118 65,715 1,881 309,059

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net charge offs — — — — — — — —

Pass 32,525 61,405 45,211 29,628 7,926 20,956 11,962 209,613

Special mention 194 — — — — 2,304 186 2,684

Substandard or lower — — — — — 345 48 393

Total Farmland 32,719 61,405 45,211 29,628 7,926 23,605 12,196 212,690

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net charge offs — — — — — — — —

Commercial and industrial

Construction 438,990 2,256 — 441,246

Residential mortgage 409,259 3,104 3,858 416,221

Consumer 7,676 — — 7,676

Total loans $ 3,456,553 $ 21,897 $ 35,669 $ 3,514,119

Pass 158,824 106,714 68,448 29,961 50,206 57,892 188,714 660,759

Special mention — 89 2,224 — 227 2,200 4,391 9,131

Substandard or lower — — 662 — — 1,978 2,549 5,189

Total commercial and industrial 158,824 106,803 71,334 29,961 50,433 62,070 195,654 675,079

MID PENN BANCORP, INC.

Gross charge offs — ( 100 ) — ( 111 ) — ( 27 ) — ( 238 )

Current period recoveries — — — — — — — —

Net charge offs — ( 100 ) — ( 111 ) — ( 27 ) — ( 238 )

Residential construction

Pass 43,043 25,159 6,444 979 — — 16,645 92,270

Special mention — — — — — — — —

Substandard or lower — 573 — — — — — 573

Total Residential construction 43,043 25,732 6,444 979 — — 16,645 92,843

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net recoveries — — — — — — — —

Other construction

Pass 110,553 156,055 48,214 21,378 10,247 5,856 6,617 358,920

Special mention — — — 1,447 — — — 1,447

Substandard or lower — — — — — 2,257 — 2,257

Total Other construction 110,553 156,055 48,214 22,825 10,247 8,113 6,617 362,624

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net recoveries — — — — — — — —

1-4 Family 1st Lien

Performing 77,801 51,651 41,133 48,748 9,348 106,353 2,240 337,274

Non-performing — — 37 218 — 1,613 — 1,868

Total 1-4 Family 1st Lien 77,801 51,651 41,170 48,966 9,348 107,966 2,240 339,142

Gross charge offs — — — — — ( 13 ) — ( 13 )

Current period recoveries — — — — — 7 — 7

Net recoveries — — — — — ( 6 ) — ( 6 )

1-4 Family Rental

Performing 62,897 90,092 64,766 38,672 16,831 64,309 1,885 339,452

Non-performing — — 56 1,252 — 1,177 — 2,485

Total 1-4 Family Rental 62,897 90,092 64,822 39,924 16,831 65,486 1,885 341,937

Gross charge offs — — — — — — — —

Current period recoveries — — — — — 31 — 31

Net recoveries — — — — — 31 — 31

HELOC and Junior Liens

Performing 17,936 11,460 5,711 2,962 1,684 8,236 83,598 131,587

Non-performing — — — — — 1,208 — 1,208

Total HELOC and Junior Liens 17,936 11,460 5,711 2,962 1,684 9,444 83,598 132,795

Gross charge offs — — — — — — — —

Current period recoveries — — — — — — — —

Net recoveries — — — — — — — —

MID PENN BANCORP, INC.

Performing 2,361 754 649 273 223 103 2,803 7,166

Non-performing — — — — — — — —

Total consumer 2,361 754 649 273 223 103 2,803 7,166

Gross charge offs ( 86 ) — ( 10 ) ( 9 ) — ( 30 ) — ( 135 )

Current period recoveries 26 — — 1 — 5 — 32

Net charge offs ( 60 ) — ( 10 ) ( 8 ) — ( 25 ) — ( 103 )

Pass 584,075 844,729 510,017 350,064 238,887 592,074 250,237 3,370,083

Special mention 194 89 2,224 1,447 6,236 12,682 4,577 27,449

Substandard or lower — 5,782 870 3,162 229 21,580 2,597 34,220

Performing 160,995 153,957 112,259 90,655 28,086 179,001 90,526 815,479

Nonperforming — — 93 1,470 — 3,998 — 5,561

Total $ 745,264 $ 1,004,557 $ 625,463 $ 446,798 $ 273,438 $ 809,335 $ 347,937 $ 4,252,792

Mid Penn had no loans classified as "Doubtful" as of December 31, 2024 and 2023.

There was $ 121 thousand and $ 122 thousand in loans for which formal foreclosure proceedings were in process at December 31, 2023 and 2022, respectively.

PPP loans, net of deferred fees, totaling $ 1.4 million and $ 2.6 million as of December 31, 2023 and 2022, respectively, are included in commercial and industrial loans in the tables above.

All PPP loans are fully guaranteed by the SBA;

therefore, all PPP loans outstanding (net of the related deferred PPP fees) are classified as "pass" within Mid Penn’s internal risk rating system as of December 31, 2023.

There was $ 861 thousand and $ 121 thousand in loans for which formal foreclosure proceedings were in process at December 31, 2024 and December 31, 2023, respectively.

Collateral-Dependent Loans

6 unchanged sentences

and vacant land.

Allowance for Credit Losses, effective January 1, 2023

Mid Penn’s ACL - loans methodology is based upon guidance within FASB ASC Subtopic 326-20, as well as regulatory guidance from the FDIC, its primary federal regulator.

Total collateral-dependent loans as of December 31, 2024 were $ 22.6 million.

Allowance for Credit Losses

Mid Penn’s ACL - loans methodology follows guidance within FASB ASC Subtopic 326-20.

The ACL - loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.

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Factors considered include the following:

lending process, concentrations of credit, and credit quality.

The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components:

a collective, or pooled, component for estimated expected credit losses for pools of loans that share similar risk characteristics, and an asset-specific component involving individual loans that do not share risk characteristics with other

lending process, concentrations of credit, and peer group divergence.

The quantitative and qualitative portions of the allowance are added

MID PENN BANCORP, INC.

loans and the measurement of expected credit losses for such individual loans.

together to determine the total ACL, which reflects management’s expectations of future conditions based on reasonable and supportable forecasts.

The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components:

In estimating the ACL for the collective component, loans are segregated into loan pools based on loan purpose codes and similar risk characteristics.

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• Peer Group Divergence

The ACL for individual loans, such as non-accrual and PCD, that do not share risk characteristics with other loans is measured as the difference between the discounted value of expected future cash flows, based on the effective interest rate at origination, and the amortized cost basis of the loan, or the net realizable value.

MID PENN BANCORP, INC.

at origination, and the amortized cost basis of the loan, or the net realizable value.

The ACL is the difference between the loan’s net realizable value and its amortized cost basis (net of previous charge-offs and deferred loan fees and costs), except for collateral-dependent loans.

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Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or the "as is" value of the collateral, normally from recently received and reviewed appraisals.

Current appraisals are ordered on a regular basis based on the inspection date or more

MID PENN BANCORP, INC.

often if market conditions necessitate.

Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions necessitate.

Appraisals are obtained from state-certified appraisers and are based on certain assumptions, which may include construction or development status and the highest and best use of the property.

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Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.

The following table presents the activity in the ACL - loans as calculated under the CECL methodology by portfolio segment for the twelve months ended December 31, 2023:

The following table presents the activity in the ACL - loans by portfolio segment for the year ended December 31, 2024 and 2023:

(In thousands)

December 31, 2023 Charge offs Recoveries Net loans (charged off) recovered (Benefit)/Provision for credit losses

December 31, 2024

Commercial Real Estate

CRE Nonowner Occupied $ 10,267 $ — $ 2 $ 2 $ 778 $ 11,047

CRE Owner Occupied 5,646 — 4 4 ( 407 ) 5,243

Multifamily 2,202 — — — 1,230 3,432

Farmland 2,064 — — — ( 132 ) 1,932

Commercial and industrial 7,131 ( 819 ) 1 ( 818 ) 809 7,122

Residential Construction 1,256 — — — ( 325 ) 931

Other Construction 2,146 — — — ( 15 ) 2,131

Residential Mortgage

1-4 Family 1st Lien 1,207 ( 7 ) 16 9 287 1,503

1-4 Family Rental 1,859 ( 2 ) 22 20 ( 123 ) 1,756

HELOC and Junior Liens 389 ( 21 ) — ( 21 ) 24 392

Consumer 20 ( 52 ) 39 ( 13 ) 18 25

Total $ 34,187 $ ( 901 ) $ 84 $ ( 817 ) $ 2,144 $ 35,514

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(In thousands) Balance at

December 31, 2022 CECL Impact PCD Loans Charge offs Recoveries Net loans (charged off) recovered Provision for credit losses (1)

December 31, 2022 CECL Impact PCD Loans Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses

December 31, 2023

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Total $ 18,957 $ 11,931 $ 336 $ ( 402 ) $ 70 $ ( 332 ) $ 3,295 $ 34,187

(1) Includes a $ 2.0 million initial provision for credit losses on non-PCD loans acquired in the Brunswick Acquisition

MID PENN BANCORP, INC.

The following table presents the ACL for loans and the amortized cost basis of the loans by the measurement methodology used as of December 31, 2023:

The following table presents the ACL for loans and the amortized cost basis of loans as of December 31, 2024 and December 31, 2023:

(In thousands) ACL - Loans Loans

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Total $ 34,075 $ 1,439 $ 35,514 $ 4,420,460 $ 22,610 $ 4,443,070

MID PENN BANCORP, INC.

Allowance for Credit Losses, prior to January 1, 2023

The following table summarizes the allowance as calculated under the incurred loss methodology and recorded investments in loans receivable:

(In thousands) Commercial

Real Estate Commercial

Industrial Construction Residential

Mortgage Consumer Unallocated Total

Balance at December 31, 2020 8,655 3,066 134 936 1 590 13,382

Loans charged off ( 1,044 ) ( 866 ) ( 23 ) ( 13 ) ( 42 ) — ( 1,988 )

Recoveries 207 13 8 11 19 — 258

Provisions (credits) 1,597 1,226 ( 81 ) 85 24 94 2,945

Balance at December 31, 2021 9,415 3,439 38 1,019 2 684 14,597

Loans charged off ( 7 ) ( 1 ) — ( 26 ) ( 97 ) — ( 131 )

Recoveries 128 13 24 4 22 — 191

Provisions (credits) 3,606 1,142 ( 62 ) 322 102 ( 810 ) 4,300

Balance at December 31, 2022 $ 13,142 $ 4,593 $ — $ 1,319 $ 29 $ ( 126 ) $ 18,957

Allowance for Loan Losses at December 31, 2022

Collectively evaluated for impairment $ 13,078 $ 3,792 $ — $ 1,297 $ 29 $ ( 126 ) $ 18,070

Individually evaluated for impairment $ 64 $ 801 $ — $ 22 $ — $ — $ 887

$ 13,142 $ 4,593 $ — $ 1,319 $ 29 $ ( 126 ) $ 18,957

Loans, Net of Unearned Interest

Collectively evaluated for impairment $ 2,048,074 $ 594,820 $ 441,246 $ 413,717 $ 7,676 $ — $ 3,505,533

Individually evaluated for impairment 2,323 1,222 — 1,364 — — 4,909

Acquired with credit deterioration 2,537 — — 1,140 — — 3,677

$ 2,052,934 $ 596,042 $ 441,246 $ 416,221 $ 7,676 $ — $ 3,514,119

The information presented in the designated internal risk categories by portfolio segment table presented above is not required for periods prior to the adoption of CECL.

The following table presents the most comparable required information for the prior period, internal credit risk ratings, for the indicated loan portfolio segments as of December 31, 2022:

(In thousands) Pass Special

Mention Substandard Total

December 31, 2022

(In thousands) ACL - Loans Loans

December 31, 2023 Collectively Evaluated for Credit Loss Individually Evaluated for Credit Loss Total ACL - Loans Collectively Evaluated for Credit Loss Individually Evaluated for Credit Loss Total Loans

Commercial real estate

CRE Nonowner Occupied $ 9,906 $ 361 $ 10,267 $ 1,145,048 $ 4,505 $ 1,149,553

CRE Owner Occupied 5,646 — 5,646 627,995 1,909 629,904

Multifamily 2,190 12 2,202 308,886 173 309,059

Farmland 2,064 — 2,064 212,690 — 212,690

Commercial and industrial 6,419 712 7,131 673,793 1,286 675,079

Construction 438,990 2,256 — 441,246

Residential Construction 1,256 — 1,256 92,270 573 92,843

Other Construction 2,146 — 2,146 360,368 2,256 362,624

Residential mortgage

1-4 Family 1st Lien 1,207 — 1,207 337,267 1,875 339,142

1-4 Family Rental 1,857 2 1,859 341,236 701 341,937

HELOC and Junior Liens 389 — 389 131,587 1,208 132,795

Consumer 20 — 20 7,166 — 7,166

Total loans $ 3,456,553 $ 21,897 $ 35,669 $ 3,514,119

Total $ 33,100 $ 1,087 $ 34,187 $ 4,238,306 $ 14,486 $ 4,252,792

MID PENN BANCORP, INC.

Modifications to Borrowers Experiencing Financial Difficulty

1 unchanged sentence

In some cases, these modifications may result in new loans.

Loan modifications to borrowers experiencing financial difficulty may be in

MID PENN BANCORP, INC.

the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, or a combination thereof, among other things.

Information related to loans modified (by type of modification), whereby the borrower was experiencing financial difficulty at the time of modification as of December 31, 2024, is set forth in the following table:

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Term Extension Total % of Total Class of Financing Receivable

Three months ended December 31, 2023

Commercial real estate $ — $ — $ — $ — — %

Commercial and industrial

Construction — 700 — 700 0.15

Total $ — $ 700 $ — $ 700 0.02 %

Year ended December 31, 2024

Commercial real estate $ 51 $ — $ 180 $ 231 0.01 %

Commercial and industrial $ — $ — $ 287 $ 287 0.04 %

— 150 — 150 0.02

Construction — 700 — 700 0.15

1-4 Family Rental — 184 — 184 0.05

HELOC and Junior Liens — — 92 92 0.07

Total $ — $ 184 $ 379 $ 563

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There were also no defaults on troubled debt restructured loans within twelve months of restructure during 2023.

(In thousands) Pre-Modification

Outstanding Recorded Investment Post-Modification

Outstanding Recorded Investment Recorded Investment

December 31, 2022

Interest Only Term Extension Combination:

Interest Only and

Term Extension Total % of Total Class of Financing Receivable

Year ended December 31, 2023

Commercial real estate

Residential mortgage 590 590 415

$ 1,441 $ 1,405 $ 524

CRE Owner Occupied $ 51 $ — $ 180 $ 231 0.04 %

Total Commercial real estate 51 — 180 231 0.02

Commercial and industrial — 150 — 150 0.02

Other Construction — 700 — 700 0.19

Total Construction — 700 — 700 0.15

Total loans $ 51 $ 850 $ 180 $ 1,081

MID PENN BANCORP, INC.

11 unchanged sentences

Depreciation expense was $ 4.9 million in 2024, $ 4.9 million in 2023, and $ 4.3 million in 2022.

During 2022, Mid Penn sold a branch which included the sale of $ 170 thousand and $ 2.0 million of furniture, fixtures and equipment and consumer loans, respectively, and the transfer of $ 21.1 million in deposits.

Note 6 - Goodwill and Intangible Assets

4 unchanged sentences

Brunswick Acquisition — 12,800

Riverview Acquisition measurement period adjustment — 36

Insurance acquisition — 360

Commonwealth Benefits Group Acquisition 1,129 —

Goodwill balance, end of year $ 128,160 $ 127,031

On May 19, 2023, Mid Penn purchased Brunswick Bank and Trust in a business combination.

Goodwill totaled $ 12.8 million.

On December 31, 2022, Mid Penn purchased the assets of an independent insurance agency that serviced the Central Pennsylvania area in a business combination.

Goodwill totaling $ 360 thousand and a customer list with a fair market value of $ 541 thousand were booked as a result of this business combination.

Goodwill totaling $ 1.1 million was booked as a result of this business combination.

On May 19, 2023, Mid Penn purchased Brunswick Bank in a business combination.

Goodwill totaling $ 12.8 million was booked as a result of this business combination.

The following table summarizes the changes in core deposit intangible.

11 unchanged sentences

2030-thereafter 314

Total $ 3,382

Customer List Intangible

As a result of the Riverview Acquisition, Mid Penn recorded a customer list intangible asset included in total intangible assets related to the wealth management customers assumed in the acquisition.

As a result of the Commonwealth Financial Group and Riverview Acquisitions, Mid Penn recorded a customer list intangible asset included in total intangible assets related to the insurance and wealth management customers assumed in the acquisitions.

This intangible is amortized as an expense over ten years using the sum of the years’ amortization method.

2 unchanged sentences

Customer list intangible balance, beginning of year $ 1,830 $ 2,275

Insurance acquisition — 541

Commonwealth Financial Group acquisition 1,481 —

Amortization of customer list intangible 512 445

3 unchanged sentences

2030-thereafter 519

Total $ 2,799

Note 7 - Leases

19 unchanged sentences

Operating lease cost 2,322 2,081 2,057

Short-term and equipment lease costs — — 29

Sublease income ( 21 ) ( 29 ) ( 24 )

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Present value of lease liabilities $ 8,092 $ 3,063

The future minimum payments to related parties are $ 274 thousand for 2024, $ 185 thousand for 2025, $ 178 thousand for 2026, 2027 and 2028 and $ 2.6 million thereafter.

There were no sale and leaseback transactions or leveraged leases as of December 31, 2023.

The future minimum payments to related parties are $ 185 thousand for 2025, $ 178 thousand for 2026, 2027, 2028 and 2029 and $ 638 thousand thereafter.

There were no sale and leaseback transactions or leveraged leases as of December 31, 2024 or 2023.

There were no leases that had not commenced as of December 31, 2024.

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Total deposits $ 4,689,927 $ 4,346,212

Overdrafts $ 315 $ 401

The scheduled maturities of time deposits at December 31, 2024 were as follows:

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Mid Penn had $ 319.8 million in brokered certificates of deposits as of December 31, 2024 and $ 244.8 million as of December 31, 2023.

As of December 31, 2023 and 2022, Mid Penn had $ 96.7 million an d $ 29.6 million of CDAR deposits, respectively.

As of December 31, 2024 and 2023, Mid Penn had $ 83.7 million an d $ 96.7 million of CDAR (Certificate of Deposit Account Registry) deposits, respectively.

Deposits and other funds from related parties held by Mid Penn at December 31, 2024 and 2023 amounted to $ 31.8 million and $ 48.3 million, respectively.

14 unchanged sentences

Due February 2026, 4.51 %

20,000 20,000

Due August 2026, 4.80 %

3 unchanged sentences

Total long-term debt $ 23,603 $ 59,003

Mid Penn prepaid no FHLB fixed rate instruments during the year ended December 31, 2023 and made $ 6.5 million prepayments of FHLB fixed rate instruments during the year ended December 31, 2022.

Mid Penn prepaid no FHLB fixed rate instruments during the years ended December 31, 2024 and 2023.

As a member of the FHLB, the Bank can access a number of credit products which are utilized to provide liquidity.

5 unchanged sentences

See "Note 7 - Leases", for more information related to Mid Penn’s finance lease obligation.

MID PENN BANCORP, INC.

The aggregate principal amounts due on FHLB fixed rate instruments subsequent to December 31, 2024 are as follows:

MID PENN BANCORP, INC.

(In thousands)

2024 $ 35,271

Note 11 - Subordinated Debt and Trust Preferred Securities

Subordinated Debt Issued December 2017

On December 19, 2017, Mid Penn entered into agreements with investors to purchase $ 10.0 million aggregate principal amount of its subordinated notes due 2028 (the "2017 Notes").

The 2017 Notes were treated as Tier 2 capital for regulatory capital purposes.

The 2017 Notes were redeemable in whole or in part, without premium or penalty, at any time on or after December 21, 2022, and prior to January 1, 2028.

Mid Penn redeemed the 2017 Notes in whole on April 17, 2023.

Subordinated Debt Assumed November 2021 with the Riverview Acquisition

6 unchanged sentences

Mid Penn may redeem the Notes at par, in whole or in part, at its option, anytime beginning on October 15, 2025.

Trust Preferred Securities Assumed November 2021 with the Riverview Acquisition

In connection with the Riverview Acquisition, Mid Penn assumed the subordinated debentures that Riverview had assumed in its acquisition of CBT Financial Corp.

("CBT") on October 1, 2017 (the "CBT 2017 Notes").

In 2003 a trust formed by CBT which issued $ 5.2 million of floating rate trust preferred securities as part of a pooled offering of such securities.

CBT was eligible to redeem the subordinated debentures, in whole but not in part, beginning in 2008 at a price of 100 % of face value.

The subordinated debentures were required to be redeemed no later than 2033.

Similarly, in 2005, a trust formed by CBT issued $ 4.1 million of fixed rate trust preferred securities as part of a pooled offering of such securities (the "CBT 2015 Notes").

CBT was eligible to redeem the subordinated debentures, in whole but not in part, beginning in 2010 at a price of 100 % of face value.

In December 2022, Mid Penn redeemed all of the CBT 2017 Notes and CBT 2015 Notes.

Subordinated Debt Issued December 2020

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Additionally, if (i) all or any portion of the December 2020 Notes cease to be deemed Tier 2 Capital, (ii) interest on the December 2020 Notes fails to be deductible for United States federal income tax purposes or (iii) Mid Penn will be considered an "investment company," Mid Penn may redeem the December 2020 Notes, in whole but not in part, by giving 10 days’ notice to the holders of the December 2020 Notes.

In the event of a redemption described in the previous

MID PENN BANCORP, INC.

sentence, Mid Penn will redeem the December 2020 Notes at 100 % of the principal amount of the December 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

In the event of a redemption described in the previous sentence, Mid Penn will redeem the December 2020 Notes at 100 % of the principal amount of the December 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the December 2020 Notes may not accelerate the maturity of the December 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary.

2 unchanged sentences

On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $ 15.0 million aggregate principal amount of Mid Penn Subordinated Notes due March 2030 (the "March 2020 Notes").

As a result of Mid Penn’s merger with Riverview on November 30, 2021, $ 6.9 million of the March 2020 Notes balance was redeemed as Riverview was a holder of the March 2020 Notes.

As a result of Mid Penn’s merger with Riverview on November 30, 2021, $ 6.9 million of the March 2020 Notes balance were redeemed as Riverview was a holder of the March 2020 Notes.

The balance of March 2020 Notes outstanding as of December 31, 2023 was $ 8.1 million.

1 unchanged sentence

The March 2020 Notes bear interest at a rate of 4.00 % per year for the first five years and then float at the Wall Street Journal’s Prime Rate, provided that the interest rate applicable to the outstanding principal balance during the period the March 2020 Notes are floating will at no time be less than 4.25 %.

Interest is payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2020, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 30, June 30, September 30 and December 30.

Interest is payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2020, for the first five years after issuance and will be payable

MID PENN BANCORP, INC.

quarterly in arrears thereafter on March 30, June 30, September 30 and December 30.

The March 2020 Notes will mature on March 30, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after March 30, 2025 and prior to March 30, 2030.

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During the year ended December 31, 2024, Mid Penn entered into outstanding derivative contracts designated as hedges.

As of December 31, 2022, Mid Penn did not designate any derivative financial instruments as formal hedging relationships.

Mid Penn’s free-standing derivative financial instruments are required to be carried at their fair value on the Consolidated Balance Sheets.

4 unchanged sentences

As of December 31, 2023.

Mid Penn is not participating in mortgage banking derivative activities.

MID PENN BANCORP, INC.

Information related to mortgage banking hedging activity is set forth in the following table:

During the year ended December 31, 2023, Mid Penn did not participate in mortgage banking derivative activities.

Information related to mortgage banking derivative activity is set forth in the following table:

December 31, 2024 December 31, 2023

6 unchanged sentences

Negative Fair Values $ 1,167 $ ( 6 ) $ — $ —

For the year ended December 31, 2023 and 2022, Mid Penn recorded net gains from mortgage banking hedging activity of $ 324 thousand, $ 1.5 million, and $ 64 thousand, respectively.

For the year ended December 31, 2024, 2023, and 2022, Mid Penn recorded net gains from mortgage banking hedging activity of $ 10 thousand, $ 324 thousand, and $ 1.5 million, respectively.

The following table presents derivative financial instruments and the amount of the net gains or losses recognized within other noninterest income on the Consolidated Statements of Income for the years ended December 31:

3 unchanged sentences

Total $ 11 $ 324

MID PENN BANCORP, INC.

Loan-level Interest Rate Swaps

3 unchanged sentences

Mid Penn’s loan-level interest rate swaps are considered derivatives but are not accounted for using hedge accounting.

MID PENN BANCORP, INC.

Information related to loan level swaps is set forth in the following table:

December 31, 2023 December 31, 2022

(Dollars in thousands)

(Dollars in thousands) December 31, 2024 December 31, 2023

Interest rate swaps on loans with customers

5 unchanged sentences

$ 11,118 $ 10,484

December 31, 2023 December 31, 2022

(Dollars in thousands)

(Dollars in thousands) December 31, 2024 December 31, 2023

Interest rate swaps on loans with correspondents

4 unchanged sentences

Estimated fair value (2)

$ 11,118 $ 10,484

(1) The net amount of the estimated fair value is disclosed in Other Liabilities on the Consolidated Balance Sheet.

(2) The net amount of the estimated fair value is disclosed in Other Assets on the Consolidated Balance Sheet.

Cash Flow Hedges of Interest Rate Risk

3 unchanged sentences

Information related to cash flow hedges is set forth in the following table:

December 31, 2023

(Dollars in thousands)

(Dollars in thousands) December 31, 2024 December 31, 2023

Cash flow hedges

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Estimated fair value (1)

There were no cash flow hedges at December 31, 2022.

$ 2,590 $ 1,460

(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings.

Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on Mid Penn’s variable-rate liabilities.

During the next twelve months, Mid Penn estimates that an additional $ 1.8 million will be reclassified as a decrease to interest expense.

During the next twelve months ended December 31, 2025, Mid Penn estimates that an additional $ 1.4 million will be reclassified as a decrease to interest expense.

MID PENN BANCORP, INC.

9 unchanged sentences

There were no transfers of assets between fair value Level 1 and Level 2 during the year ended December 31, 2024 or the year ended December 31, 2023.

The following tables illustrate the assets measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets:

The following tables illustrate the assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets:

December 31, 2024

11 unchanged sentences

Derivative assets — 13,708 — 13,708

Total $ 438 $ 239,354 $ — $ 239,792

Other liabilities:

Derivative liabilities — 11,118 — 11,118

December 31, 2023

11 unchanged sentences

Derivative assets — 11,944 — 11,944

Total $ 430 $ 252,056 $ — $ 252,486

Other liabilities:

Derivative Liabilities — 10,484 — 10,484

MID PENN BANCORP, INC.

4 unchanged sentences

Fair values as of December 31, 2024 were measured as the price that secondary market investors were offering for loans with similar characteristics.

Derivative assets - Interest rate swaps are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active.

Derivative instruments - Interest rate swaps are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active.

Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets.

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that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, upon their acquisition or when there is evidence of impairment).

The following table illustrates Level 3 financial instruments measured at fair value on a nonrecurring basis:

(In thousands) December 31, 2023 December 31, 2022

The following table illustrates financial instruments measured at fair value on a nonrecurring basis:

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Individually evaluated loans, net of ACL $ — $ — $ 21,171 $ 21,171

Foreclosed assets held for sale — — 44 44

December 31, 2023

(In thousands) Level 1 Level 2 Level 3 Total

Individually evaluated loans, net of ACL $ — $ — $ 13,399 $ 13,399

Foreclosed assets held for sale — — 293 293

Net loans - This category consists of loans that were individually evaluated for credit losses, net of the related ACL, and have been classified as Level 3 assets.

In 2022, the amount shown is the balance of individually evaluated loans reporting a specific allocation or that have been partially charged-off.

All of these loans are considered collateral-dependent;

therefore, all of Mid Penn’s individually evaluated loans for 2023, whether reporting a specific allowance allocation or not, are considered collateral- dependent.

All of Mid Penn’s individually evaluated loans for 2024 and 2023, whether reporting a specific allowance allocation or not, are considered collateral-dependent.

Mid Penn utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable.

2 unchanged sentences

MID PENN BANCORP, INC.

The following table presents additional information about the valuation techniques for level 3 assets measured at fair value on a nonrecurring basis.

December 31, 2024

(In thousands) Fair Value

Valuation Technique

Significant Unobservable Input

Range of Inputs

Weighted Average

Individually evaluated loans, net of ACL $ 21,171 Appraisal of collateral

Appraisal adjustments

— % - 100 % 5.6 %

Foreclosed assets held for sale 44 Appraisal of collateral

Appraisal adjustments 26 % - 26 % 26.0 %

December 31, 2023

(In thousands) Fair Value

Valuation Technique

Significant Unobservable Input

Range of Inputs Weighted Average

Individually evaluated loans, net of ACL $ 13,399 Appraisal of collateral

Appraisal adjustments — % - 100 % 5.7 %

Foreclosed assets held for sale 293 Appraisal of collateral

Appraisal adjustments 25 % - 94 % 64.5 %

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn’s financial instruments as of:

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Cash and cash equivalents $ 70,564 $ 70,564 $ — $ — $ 70,564

Available-for-sale investment securities 223,555 — 223,555 — 223,555

Held-to-maturity investment securities 399,128 — 357,521 — 357,521

Available-for-sale securities 260,477 — 260,477 — 260,477

Held-to-maturity securities 382,447 — 340,648 — 340,648

Equity securities 428 428 — — 428

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Cash and cash equivalents $ 96,763 $ 96,763 $ — $ — $ 96,763

Available-for-sale investment securities 237,878 — 237,878 — 237,878

Held-to-maturity investment securities 399,494 — 348,505 — 348,505

Available-for-sale securities 223,555 — 223,555 — 223,555

Held-to-maturity securities 399,128 — 357,521 — 357,521

Equity securities 438 438 — — 438

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After age 65, the insurance amount will decrease by $ 5 thousand per year until age 74.

Thereafter, the insurance amount will be $ 5 thousand.

MID PENN BANCORP, INC.

the insurance amount will be $ 5 thousand.

The payment of the life insurance premium by the Corporation shall terminate at any time if the retired employee obtains other employment.

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Medical benefits are provided for up to five years after retirement.

Employees who retired prior to December 31, 2015 may elect the least expensive

MID PENN BANCORP, INC.

single coverage in the employer’s group medical plan.

Employees who retired prior to December 31, 2015 may elect the least expensive single coverage in the employer’s group medical plan.

If the retiree becomes eligible for Medicare during the five year duration of coverage, the Bank will pay, at its discretion, premiums for single 65-special coverage or similar supplemental coverage.

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Accrued benefit liability $ 226 $ 271

The amounts recognized in accumulated other comprehensive loss (income) as of December 31 consist of:

MID PENN BANCORP, INC.

The amounts recognized in accumulated other comprehensive income as of December 31 consist of:

(In thousands) 2024 2023

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The accumulated benefit obligation for health and life insurance plans was $ 226 thousand and $ 271 thousand at December 31, 2024 and 2023, respectively.

MID PENN BANCORP, INC.

The components of net periodic postretirement benefit (income) cost for 2024, 2023 and 2022 are as follows:

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Amortization of prior service cost — 10 ( 24 )

Amortization of net loss ( 2 ) 2 9

Amortization of net (gain) / loss ( 7 ) ( 2 ) 2

Net periodic postretirement benefit income $ 5 $ 22 $ ( 12 )

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Directors’ Retirement Plan - Mid Penn has an unfunded defined benefit retirement plan ("Director's Plan") for directors with benefits based on years of service.

On October 1, 2023, the Bank decided to terminate the Plan and pay out any benefits to participants in a lump sum cash payout of $ 1.3 million to be paid out on October 1, 2024.

On October 1, 2023, the Bank decided to terminate the Plan and pay out any benefits to participants in a lump sum cash payout of $ 1.3 million, which was paid out on October 1, 2024.

The following tables provide a reconciliation of the changes in the Director's Plan benefit obligations and fair value of plan assets for the years ended December 31, 2024 and 2023, and a statement of the status at December 31, 2024 and 2023.

22 unchanged sentences

Net loss, pretax — 214

The accumulated benefit obligation for the retirement plan was $ 1.3 million and $ 1.3 million at December 31, 2023 and 2022, respectively.

The accumulated benefit obligation for the retirement plan was zero at December 31, 2024 and $ 1.3 million at December 31, 2023.

The components of net periodic retirement cost for 2024, 2023 and 2022 are as follows:

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The valuation of the plan’s assets is subject to market fluctuations.

For the year ended December 31, 2024, Mid Penn recognized no settlement gains.

For the year ended December 31, 2023, Mid Penn recognized $ 322 thousand of settlement gains, as a result of certain lump sum payouts to participants of the Scottdale Plan.

The settlement gains were recorded in noninterest income as a component of other income in the Consolidated Statements of Income for the year ended December 31, 2023.

There were no lump sum payouts to participants of the Scottdale Plan for the year ended December 31, 2022.

MID PENN BANCORP, INC.

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Settlement (gain) loss — ( 4 )

Actuarial gain 168 ( 1,096 )

Actuarial (gain) / loss ( 97 ) 168

Settlement payments — ( 1,472 )

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("Union") effective November 1, 2013, Riverview assumed Union’s noncontributory defined benefit pension plan, which substantially covered all Union employees.

The plan benefits were based on average salary and years of service.

Union elected to freeze all benefits earned under the plan effective January 1, 2007.

MID PENN BANCORP, INC.

benefits were based on average salary and years of service.

Union elected to freeze all benefits earned under the plan effective January 1, 2007.

Riverview also assumed responsibility of Citizens National Bank of Meyersdale’s ("Citizens") noncontributory defined benefit pension plan effective as of the December 31, 2015 merger date.

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The valuation of the Riverview Plans’ assets is subject to market fluctuations.

The following tables provide a reconciliation of the changes in the Riverview Plans' benefit obligations and fair value of plan assets for year ended December 31, 2023 and the one-month period beginning with the November 30, 2021 acquisition date and ended December 31, 2021, and a statement of the status at December 31, 2023 and 2022.

The following tables provide a reconciliation of the changes in the Riverview Plans' benefit obligations and fair value of plan assets for year ended December 31, 2024, and a statement of the status at December 31, 2024 and 2023.

(In thousands)

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Interest cost 299 309

Actuarial gain 228 ( 1,407 )

Actuarial (Loss)/gain ( 483 ) 228

Benefit payments ( 518 ) ( 519 )

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(In thousands) 2024 2023

Unrecognized actuarial gain (loss) $ 76 $ ( 824 )

Unrecognized actuarial gain $ 415 $ 76

MID PENN BANCORP, INC.

3 unchanged sentences

Expected return on plan assets ( 397 ) ( 387 )

Amortization of net loss 12 —

Net periodic pension benefit $ ( 86 ) $ ( 78 )

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Net periodic postretirement benefit $ — $ —

The accumulated benefit obligation was $ 6.4 million at December 31, 2023 and 2022, respectively, for the Riverview Plans.

The accumulated benefit obligation was $ 5.7 million and $ 6.4 million at December 31, 2024 and 2023, respectively, for the Riverview Plans.

Weighted average assumptions used in the measurement of Mid Penn’s benefit obligations and net periodic pension costs at December 31, 2024 and 2023 are as follows:

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The Corporation did not make a profit sharing contribution to the plan in 2024, 2023, or 2022.

During 2021, Mid Penn assumed the 401(k) plan of Riverview.

Riverview maintained a contributory 401(k) retirement plan for all eligible employees.

The plan was frozen and all contributions were suspended subsequent to the merger.

During the year ended December 31, 2022, the Riverview plan was terminated, and all remaining assets were either transferred to the Mid Penn 401(k) Plan or distributed to former employee participants.

Deferred Compensation Plan - Mid Penn has a directors’ deferred compensation plan, which allows directors to defer receipt of director fees for a specified period in order to provide future retirement income.

At December 31, 2024 and 2023, the Corporation accrued a liability of $ 2.6 million and $ 2.4 million, respectively, for this plan.

The expense related to the

MID PENN BANCORP, INC.

plan was $ 127 thousand, $ 64 thousand and $ 35 thousand in 2023, 2022 and 2021, respectively, and is included as a component of other expense in the Consolidated Statements of Income.

The expense related to the plan was $ 159 thousand, $ 127 thousand and $ 64 thousand in 2024, 2023 and 2022, respectively, and is included as a component of other expense in the Consolidated Statements of Income.

Supplemental Executive Retirement Plan - On September 6, 2022, Mid Penn entered into new or amended and restated supplemental executive retirement plan agreements ("SERPs") with six named executive officers and three other members of the Bank’s executive management team.

Each SERP provides for the monthly payment of a fixed cash benefit over a period of 15 years, commencing on the first day of the month following the Executive’s separation from service:

Each SERP provides for the monthly payment of a fixed cash benefit over a

MID PENN BANCORP, INC.

period of 15 years, commencing on the first day of the month following the Executive’s separation from service:

(i) occurring on or after reaching normal retirement age (age 70 );

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Mid Penn acquired Phoenix’s Split Dollar Life Insurance arrangements in 2015 on select employees, which had aggregate cash surrender values of $ 4.5 million and $ 4.4 million at December 31, 2024 and 2023.

Mid Penn acquired First Priority’s Split Dollar Life Insurance arrangements in 2018 on select employees, which had aggregate cash surrender values of $ 3.7 million at both December 31, 2023 and 2022.

Mid Penn acquired Riverview’s Split Dollar Life Insurance arrangements in 2021 on select employees, which had aggregate cash surrender values of $ 2.0 million at both December 31, 2023 and 2022.

Rabbi Trust - As a result of the acquisition of Riverview, Mid Penn assumed certain benefit plan liabilities related to compensation arrangements totalin g $ 7.7 million within other liabilities on the Consolidated Balance Sheets, including certain executive non-qualified retirement benefits, deferred compensation plans, and executive employment and separation agreements associated with Riverview.

Mid Penn acquired First Priority’s Split Dollar Life Insurance arrangements in 2018 on select employees, which had aggregate cash surrender values of $ 3.8 million and $ 3.7 million at December 31, 2024 and 2023.

Mid Penn acquired Riverview’s Split Dollar Life Insurance arrangements in 2021 on select employees, which had aggregate cash surrender values of $ 1.4 million and $ 2.0 million at December 31, 2024 and 2023.

Rabbi Trust - As a result of the acquisition of Riverview, Mid Penn assumed certain benefit plan liabilities related to compensation arrangements within other liabilities on the Consolidated Balance Sheets, including certain executive non-qualified retirement benefits, deferred compensation plans, and executive employment and separation agreements associated with Riverview.

The details of the compensation arrangements for the years ended December 31 include:

3 unchanged sentences

Executive deferred compensation agreement 1,235 1,440

Director deferred fee agreement — 41

Executive employment agreements — 1,502

Separation agreement — 194

Total compensation agreements $ 2,347 $ 2,654

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Prepaid expenses ( 74 ) ( 227 )

Business combination adjustments — ( 398 )

Benefit plans ( 1,368 ) ( 1,199 )

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The Coronavirus Aid, Relief, and Economic Security ("CARES") Act, signed into law on March 27, 2020 to mitigate the economic effects of COVID-19, implemented a five-year carryback period for NOLs generated in tax years beginning in 2018, 2019, or 2020.

As a result of

As a result of this CARES Act provision, during the year ended December 31, 2023, Mid Penn filed the required federal tax returns to

MID PENN BANCORP, INC.

this CARES Act provision, during the year ended December 31, 2022, Mid Penn filed the required federal tax returns to carryback NOLs to the 2017 tax year, comprised of (i) $ 1.2 million of NOLs generated in 2018 and acquired from Scottdale, and (ii) $ 1.2 million of NOLs generated in 2018 and acquired from First Priority.

carryback NOLs to the 2017 tax year, comprised of (i) $ 1.2 million of NOLs generated in 2018 and acquired from Scottdale, and (ii) $ 1.2 million of NOLs generated in 2018 and acquired from First Priority.

The carryback of these NOLs to the 2017 tax year when the tax rate was 34 % (versus 21 % in 2018) generated a federal tax benefit of $ 318 thousand recorded in the provision for income taxes on the Consolidated Statements of Income for the year ended December 31, 2020.

The remaining NOL balance of $ 119 thousand at December 31, 2021 was generated in the 2012 tax year, was acquired from First Priority, and expires in 2032.

Mid Penn is limited to a deduction of the lesser of the available NOL carryforward or 80% of pre-NOL taxable income in a single tax year as set forth in the TCJA.

At December 31, 2023, Mid Penn had no charitable contribution carryforwards, while at December 31, 2022, Mid Penn had $ 43 thousand charitable contribution carryforwards which were acquired from Riverview.

Mid Penn is limited to a deduction of the lesser of the available NOL carryforward or 80% of pre-NOL taxable income in a single tax year as set forth in the Tax Cuts and Jobs Act ("TCJA").

Mid Penn had no charitable contribution carryforwards at December 31, 2024 and December 31, 2023, while at December 31, 2022, Mid Penn had $ 43 thousand charitable contribution carryforwards which were acquired from Riverview.

During the years ended December 31, 2024, 2023 and 2022, Mid Penn generated sufficient taxable income to utilize all charitable contribution carryforwards.

Mid Penn expects to generate sufficient taxable income to utilize all charitable contribution carryforwards in the future.

The CARES Act also updated Alternative Minimum Tax ("AMT") credit rules to permit AMT credit to be 100 % refundable in the 2018 tax year.

As a result, during the year ended December 31, 2020, Mid Penn filed the required federal tax returns to request a full refund of the AMT credits that had been acquired from First Priority and Scottdale.

During 2021, and as a result of the Riverview Acquisition, Mid Penn assumed $ 696 thousand of AMT credits to be used on future tax returns.

Acquired Section 1231 losses totaling $ 314 thousand were recorded as a result of filing the final First Priority return in 2019 and expired in 2022.

The annual usage of acquired NOL, charitable contribution carryforwards, and Section 1231 losses is limited by IRS Section 382 regulations.

The annual usage of acquired NOL, charitable contribution carryforwards, and Section 1231 losses is limited by Internal Revenue Service ("IRS") Section 382 regulations.

These limitations are calculated separately for each acquisition as the federal long-term tax-exempt rate at the date of acquisition multiplied by the valuation of the selling company as calculated in accordance with GAAP.

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Total provision for income taxes $ 10,595 $ 7,297 $ 12,541

MID PENN BANCORP, INC.

A reconciliation of the federal income tax provision at the statutory rate of 21% for 2024, 2023 and 2022 to Mid Penn's actual federal income tax provision at its effective rate is as follows:

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Provision for income taxes $ 10,595 $ 7,297 $ 12,541

MID PENN BANCORP, INC.

Mid Penn has no unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

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• Comply with the definition of capital to improve the ability of regulatory capital instruments to absorb losses.

MID PENN BANCORP, INC.

The Basel III Rules use a standardized approach for risk weightings.

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For the year ended December 31, 2024, $ 39.5 million of undistributed earnings of the Bank, included in the consolidated shareholders’ equity balance, was available for distribution to the Corporation as dividends without prior regulatory approval, subject to regulatory capital requirements below.

MID PENN BANCORP, INC.

The following tables present the regulatory capital levels, leverage ratios, and risk-based capital ratios as of December 31:

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Total Capital (to Risk Weighted Assets) 495,104 11.4 457,182 10.5 $ 435,412 10.0

MID PENN BANCORP, INC.

Note 18 - Commitments and Contingencies

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Mid Penn does not anticipate any losses because of these transactions.

The amount of the liability as of December 31, 2023 and December 31, 2022 for payment under standby letters of credit issued was not considered material.

Mid Penn adopted FASB ASC Topic 326, effective January 1, 2023, which requires Mid Penn to estimate expected credit losses for OBS credit exposures which are not unconditionally cancellable.

MID PENN BANCORP, INC.

amount of the liability as of December 31, 2024 and December 31, 2023 for payment under standby letters of credit issued was not considered material.

Mid Penn adopted FASB ASC 326, effective January 1, 2023, which requires Mid Penn to estimate expected credit losses for OBS credit exposures which are not unconditionally cancellable.

Mid Penn maintains a separate ACL on OBS credit exposures, including unfunded loan commitments and letters of credit, which is included in other liabilities on the accompanying Consolidated Balance Sheets.

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The estimate includes consideration of the likelihood that funding will occur, an estimate of exposure at default that is derived from utilization rate assumptions using a non-modeled approach, and PD and LGD estimates that are derived from the same models and approaches for Mid Penn's other loan portfolio segments described in "Note 4 - Loans and Allowance for Credit Losses - Loans" above, as these unfunded commitments share similar risk characteristics with these loan portfolio segments.

The ACL - OBS at December 31, 2023 was $ 3.6 million compared to $ 85 thousand at December 31, 2022.

The ACL - OBS at December 31, 2024 was $ 2.9 million compared to $ 3.6 million at December 31, 2023.

The benefit for OBS for the year ended December 31, 2024 was $ 628 thousand.

On January 1, 2023 in conjunction with adopting ASC 326, Mid Penn recorded an additional $ 3.1 million of provision for OBS which was included in the adoption cumulative effect adjustment.

Provision expense for OBS for the three months ended December 31, 2023 was ($ 886 ) thousand.

Provision expense for OBS for the twelve months ended December 31, 2023 was $ 404 thousand.

Low-income housing project commitments

During the second quarter of 2020 Mid Penn’s Board of Directors approved Mid Penn Bank to enter into a commitment to purchase a limited partnership interest in a low-income housing project to construct thirty-nine apartments and common amenities in Cumberland County, Pennsylvania.

All of the units are expected to qualify for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.

Mid Penn’s limited partner capital contribution commitment is expected to be $ 10.8 million which will be paid in installments over the course of construction of the low-income housing facilities.

The investment in the limited partnership will be reported in other assets on the balance sheet and amortized over a ten-year period.

The project has been conditionally awarded $ 1.2 million in annual LIHTCs by the Pennsylvania Housing Finance Agency, with a total anticipated LIHTC amount of $ 12.0 million to be received by Mid Penn over the ten-year amortization period.

Mid Penn’s commitment to purchase the limited partnership interest is conditional upon the review and approval of all closing documents, an opinion letter for tax counsel to the Partnership that the project qualifies for the LIHTCs and review and approval by Mid Penn of other documents it may deem necessary.

As a result of the Riverview Acquisition on November 30, 2021, Mid Penn assumed a commitment to purchase a limited partnership interest in a low-income housing project to preserve and rehabilitate three buildings consisting of 17 apartments and two commercial shops in Tamaqua, Schuylkill County.

All the units are expected to qualify for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.

Mid Penn’s limited partner capital contribution commitment is expected to be $ 4.4 million which will be paid in installments over the course of construction of the low-income housing facilities.

The investment in the limited partnership will be reported in other assets on the balance sheet and amortized over a ten-year period.

Additionally, the agreement commits Mid Penn to a construction loan in the maximum principal amount of $ 3.5 million which will bear interest at 5.5 % annum with a term of twenty-four months .

The project has been conditionally awarded $ 484 thousand in annual LIHTCs by the Pennsylvania Housing Finance Agency, with a total anticipated LIHTC amount of $ 4.8 million to be received by Mid Penn over the ten-year amortization period.

Mid Penn’s commitment to purchase the limited partnership interest is conditional

The following table presents the activity in the ACL - OBS by segment for the year ended December 31, 2024 and December 31, 2023:

(in thousands)

Balance at December 31, 2023 (Benefit)/Provision for credit loss Year ended December 31, 2024

1-4 Family Rental $ 11 $ 5 $ 16

C&I 1,270 ( 105 ) 1,165

CRE NonOwner Occupied 113 19 132

CRE Owner Occupied 106 ( 8 ) 98

Consumer 3 — 3

Farmland 108 ( 16 ) 92

HELOC & Junior Liens 100 ( 8 ) 92

Multifamily 24 3 27

Other Construction & Land 1,036 ( 244 ) 792

Residential Construction 778 ( 262 ) 516

Residential First Liens 18 ( 12 ) 6

$ 3,567 $ ( 628 ) $ 2,939

MID PENN BANCORP, INC.

upon the review and approval of all closing documents, an opinion letter for tax counsel to the Partnership that the project qualifies for the LIHTCs and review and approval by Mid Penn of other documents it may deem necessary.

Contingencies - As of December 31, 2023 and 2022, Mid Penn received a total of $ 14.8 thousand and $ 3.8 million, respectively, of nonrefundable loan processing fees related to the loans disbursed as a result of Mid Penn’s participation in the SBA’s Paycheck Protection Program ("PPP").

These fees, and any offsetting loan origination costs, were deferred in accordance with FASB ASC 310-20, Receivables—Nonrefundable Fees and Other Costs, and have since been and will continue to be amortized to interest and fees on loans and leases on the Consolidated Statements of Income over the life of the respective loans.

As of December 31, 2023, Mid Penn is not aware of any PPP loans outstanding, or for which fees have been received from the SBA, that have been cancelled, terminated, or repaid due to a borrower being determined to be ineligible for a PPP loan.

Litigation - Mid Penn is subject to lawsuits and claims arising out of its normal conduct of business.

In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of Mid Penn.

(in thousands)

Balance at December 31, 2022 Provision for credit loss

Year ended December 31, 2023

1-4 Family Rental $ — $ 11 $ 11

C&I 33 1,237 1,270

CRE NonOwner Occupied 2 111 113

CRE Owner Occupied 4 102 106

Consumer 1 2 3

Farmland 2 106 108

HELOC & Junior Liens 13 87 100

Multifamily — 24 24

Other Construction & Land 23 1,013 1,036

Residential Construction 6 772 778

Residential First Liens 1 17 18

$ 85 $ 3,482 $ 3,567

Mid Penn and its subsidiaries are subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted.

As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to Mid Penn’s consolidated financial position.

On at least a quarterly basis, Mid Penn assesses its liabilities and contingencies in connection with such matters.

For those matters where it is probable that Mid Penn will incur losses and the amounts of the losses can be reasonably estimated, Mid Penn records an expense and corresponding liability in its consolidated financial statements.

To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable.

The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate.

This is based on information currently available to Mid Penn and involves elements of judgment and significant uncertainties.

While Mid Penn does not believe that the outcome of pending or threatened litigation or other matters will be material to Mid Penn’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause Mid Penn to incur additional expenses, which could be significant, and possibly material, to Mid Penn’s results of operations in any future period.

MID PENN BANCORP, INC.

10 unchanged sentences

There were no antidilutive shares at December 31, 2024, 2023, and 2022.

As previously announced on a Form 8-K on May 4, 2021, Mid Penn completed an underwritten public offering of 2,990,000 shares of common stock at a price of $ 25.00 per share, with the aggregate gross proceeds of the offering totaling $ 74.8 million before underwriting discounts and offering expenses.

As previously announced on a Form 8-K on November 4, 2024, Mid Penn completed an underwritten public offering of 2,375,000 shares of common stock at a price of $ 29.50 per share, with the aggregate gross proceeds of the offering totaling $ 70 million before underwriting discounts and offering expenses.

The net proceeds of the offering after deducting the underwriting discount and other offering expenses were $ 67 million.

Additionally, as previously announced on a Form 8-K on December 1, 2021, Mid Penn issued 4,519,776 shares of common stock as a result of the merger with Riverview on November 30, 2021.

The additional shares issued on May 4, 2021 and November 30, 2021 significantly impacted the weighted average number of shares outstanding used for the year ended December 31, 2022 earnings per share calculations.

Additionally, as previously announced on the Form 8-K on November 4, 2024, Mid Penn pursuant to an option granted to the underwriting sold an additional 356,250 shares of the Company's common stock, in full, at the public offering price less underwriting discounts and commissions, or $ 28.025 per share.

The issuance was completed on November 5, 2024.

MID PENN BANCORP, INC.

16 unchanged sentences

Treasury Stock Repurchase Program

Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020, and renewed through May 11, 2024 by Mid Penn’s Board of Directors on May 11, 2023.

Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020, and renewed through April 24, 2025 by Mid Penn’s Board of Directors on April 24, 2024.

The Program authorizes the repurchase of up to $ 15.0 million of Mid Penn’s outstanding common stock.

15 unchanged sentences

The aggregate number of shares of common stock of the Company available for issuance under the Plan is 350,000 shares .

As of December 31, 2023, a total of 199,757 restricted shares were granted under the 2014 Plan, of which 88,269 shares were unvested.

The 2014 Plan shares granted and vested resulted in $ 1.1 million and $ 701 thousand in share-based compensation expense for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2024, a total of 263,974 restricted shares were granted under the 2014 Restricted Stock Plan, of which 82,278 shares were unvested.

The 2014 Restricted Stock Plan shares granted and vested resulted in $ 1.1 million in share-based compensation expense for the years ended December 31, 2024 and 2023, respectively.

Share-based compensation expense relating to restricted stock is calculated using grant date fair value and is recognized on a straight-line basis over the vesting periods of the awards.

17 unchanged sentences

MID PENN BANCORP, INC.

Note 22 - Segment Reporting

Mid Penn operates as a single reportable segment, providing a broad range of banking and financial services to individuals, businesses, and institutional clients.

These services include commercial and consumer lending, deposit products, wealth management, insurance, and treasury management solutions.

The Chief Executive Officer and the Chief Financial Officer are the Mid Penn Chief Operating Decision Makers ("CODM").

The CODM regularly evaluates financial performance and allocates resources on a consolidated basis.

The following table presents certain information reviewed by management:

(in thousands)

December 31, 2024 December 31, 2023 December 31, 2022

Net interest income $ 156,671 $ 146,973 $ 147,833

Provision for credit losses 1,516 3,699 4,300

Noninterest income 22,493 20,008 23,657

Noninterest expense 117,616 118,588 99,843

Income taxes 10,595 7,297 12,541

Net income 49,437 37,397 54,806

Total assets 5,470,936 5,290,792 4,497,954

Other Segment Information

Revenue Composition:

Mid Penn generates revenue primarily from net interest income and non-interest income, including fees from deposit accounts, wealth management, insurance, and treasury services.

Capital Allocation & Performance Metrics:

The CODM assesses performance based on key financial metrics, including net interest margin, return on assets ("ROA"), return on equity ("ROE") and efficiency ratio.

MID PENN BANCORP, INC.

Note 23 - Variable Interest Entities

Mid Penn invests in Low-Income Housing Tax Credit ("LIHTC") partnerships that are considered variable interest entities ("VIEs") under ASC 810, Consolidation.

These partnerships are formed to develop and operate affordable housing projects that qualify for federal tax credits under Section 42 of the Internal Revenue Code.

The Company evaluates its LIHTC investments to determine whether it has a controlling financial interest in the partnerships.

A controlling financial interest exists if the Company:

• Has the power to direct activities that most significantly impact the entity's economic performance;

• Has the obligation to absorb losses or the right to receive benefits that could be significant.

Based on this assessment, Mid Penn has determined that it is not the primary beneficiary of the LIHTC partnerships, as it does not control the significant operating decisions.

Therefore, these entities are not consolidated in the financial statements.

Mid Penn accounts for its LIHTC investments using the proportional amortization method under ASC 323-740, Investments - Equity method and Joint Ventures:

Investments in Qualified Affordable Housing Projects.

Under this method:

• The initial investment is recorded as an asset with Other Assets on the balance sheet.

• Tax credits and other tax benefits are recognized as a reduction of income tax expense.

• The investment is amortized over the period in which the tax credits are received, with amortization recorded as a component of income tax expense .

The investments in these unconsolidated entities are reflected in other assets on the Consolidated Balance Sheet, and are summarized for the periods below:

For the Year Ended

(in thousands)

December 31, 2024 December 31, 2023

Income tax benefits

$ 2,163 $ 1,337

Amortization of LIHTC investments

LIHTC investments are periodically assessed for impairment.

No impairment losses were recognized for the years ended December 31, 2024 and 2023.

In addition, Mid Penn holds private equity investments classified as variable interest entities, with a total carrying value of $ 2.8 million and $ 2.5 million as of December 31, 2024 and 2023.

respectively.

Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.

MID PENN BANCORP, INC.

Note 24 - Parent Company Statements

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(In thousands) 2024 2023 2022

Dividends from subsidiaries $ — $ — $ 3,897

Other income $ 62 $ 147 $ 1,130

28 unchanged sentences

Subordinated debt and trust preferred securities redemption — ( 10,000 ) ( 16,778 )

Other, net — — ( 283 )

Net cash (used in) provided by financing activities 62,372 ( 27,375 ) ( 31,330 )

6 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 8. Financial Statements and Supplementary Data