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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-28 · 29 added, 70 removed, 175 unchanged (36% of the section changed)

7 unchanged sentences

Changes in Internal Controls over Financial Reporting

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

There were no changes in Mid Penn’s internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, Mid Penn’s internal control over financial reporting.

Management's Internal Control over Financial Reporting

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

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

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

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

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

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

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

As of December 31, 2023, the enhanced suite of

MID PENN BANCORP, INC.

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

OTHER INFORMATION

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

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

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

As reported As revised

(In thousands) June 30, 2023 Adjustments

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

Assets acquired:

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

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

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

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

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

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

Liabilities assumed:

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

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

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

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

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

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

MID PENN BANCORP, INC.

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

As reported As revised As reported As revised

(In thousands) June 30, 2023 Adjustments

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

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

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

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

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

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

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

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

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

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

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

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

MID PENN BANCORP, INC.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The information required by this Item, relating to executive compensation, is set forth under the captions "Compensation Discussion and Analysis", "Executive Compensation", "Potential Payments Upon Termination or Change In Control", "Information Regarding Director Nominees and Continuing Directors", "Compensation Committee Report", "Compensation Committee Interlocks and Insider Participation", and "Pay Versus Performance" of Mid Penn’s definitive proxy statement to be used in connection with the 2025 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

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

MID PENN BANCORP, INC.

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

In accordance with Items 402(v) and 407(e)(5) of Regulation S-K, the information set forth under the captions “Pay versus Performance” and “Compensation Committee Report” in such proxy statement will be deemed to be furnished in this Report and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

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

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The information required by this Item, relating to transactions with management and others, certain business relationships and indebtedness of management, is set forth under the captions "Certain Relationships and Related Transactions" and "Governance of the Corporation" of Mid Penn’s definitive proxy statement to be used in connection with the 2025 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

MID PENN BANCORP, INC.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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Consolidated Statements of Cash Flows

MID PENN BANCORP, INC.

Notes to Consolidated Financial Statements

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(Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on December 20, 2022.)

2.5 Agreement and Plan of Merger, dated as of October 31, 2024, by and between William Penn Bancorporation and Mid Penn Bancorp, Inc.

(Incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on November 1, 2024.)

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

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

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

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

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

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

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

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

3(ii) The Registrant’s By-laws (Incorporated by reference to Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K filed with the SEC on March 28, 2024.)

4.1 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 filed on January 17, 2025 .)

MID PENN BANCORP, INC.

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

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

MID PENN BANCORP, INC.

10.6 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Scott Micklewright dated September 6, 2022.

21 unchanged sentences

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

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

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

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

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

MID PENN BANCORP, INC.

10.17 2023 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form S-8 filed with the SEC on May 25, 2023)

10.18 E xecutive Annual In c entive Plan (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on January 24, 2025.)

10.19 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Jordan D.

Space dated September 6, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended March 31, 2024.)

10.20 Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Jordan D.

Space dated September 18, 2023 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.)

10.21 Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Jordan D.

Space dated September 6, 2022 (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.)

10.22 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 202 2 .

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

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

(Incorporated by reference to Exhibit 10.2 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

10.24 Amended and Res tated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joseph Pa ese dated September 6, 2022 .

(Incorporated by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

19 I nsider Trading Policy - filed herewith

21 Subsidiaries of Registrant - filed herewith.

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

C lawback Policy - filed herewith.

MID PENN BANCORP, INC.

Clawback Policy .

(Incorporated by reference to Exhibit 97.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 28, 2024.)

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

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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

MID PENN BANCORP, INC.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

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Gathagan, Director

/s/ Robert C.

Grubic March 28, 2024

Grubic, Director

March 13, 2025

Gumina, Jr., Director

March 28, 2024

Hudson, Sr., Director

6 unchanged sentences

Noone, Director

Sparks March 28, 2024

Sparks, Director

/s/ William A.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures