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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 346 added, 148 removed, 1190 unchanged (29% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except per share data) March 31, 2025 December 31, 2024

(In thousands, except per share data) June 30, 2025 December 31, 2024

Cash and due from banks $ 52,671 $ 37,002

38 unchanged sentences

Common stock, par value $ 1.00 per share;

40,000,000 shares authorized at March 31, 2025 and December 31, 2024;

19,802,816 issued at March 31, 2025 and 19,796,519 at December 31, 2024;

19,362,094 outstanding at March 31, 2025 and 19,355,797 at December 31, 2024

40,000,000 shares authorized at June 30, 2025 and December 31, 2024;

23,418,728 issued at June 30, 2025 and 19,796,519 at December 31, 2024;

22,915,194 outstanding at June 30, 2025 and 19,355,797 at December 31, 2024

23,419 19,797

3 unchanged sentences

Treasury stock, at cost;

440,722 shares at March 31, 2025 and December 31, 2024.

503,534 shares at June 30, 2025 and December 31, 2024

( 11,820 ) ( 10,042 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2025 2024 2025 2024

13 unchanged sentences

Net Interest Income 48,206 38,766 90,715 75,222

Provision/(benefit) for credit losses - loans 321 ( 619 )

Benefit for credit losses - credit commitments ( 20 ) ( 318 )

Net provision/(benefit) for credit losses 301 ( 937 )

Provision for credit losses - loans 2,245 1,782 2,566 1,163

Provision/(Benefit) for credit losses - credit commitments 24 ( 178 ) 4 ( 496 )

Net provision for credit losses 2,269 1,604 2,570 667

Net Interest Income After Provision/Benefit for Credit Losses 45,937 37,162 88,145 74,555

19 unchanged sentences

FDIC Assessment 994 1,232 1,984 2,177

Gain on sale of foreclosed assets, net ( 28 ) —

Gain/(Loss) on sale of foreclosed assets, net — 42 ( 28 ) 42

Merger and acquisition 11,011 — 11,325 —

2 unchanged sentences

INCOME BEFORE PROVISION FOR INCOME TAXES 4,282 14,267 21,087 28,977

Provision for income taxes 3,063 2,577

(Benefit)/Provision for income taxes ( 480 ) 2,496 2,583 5,073

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 4,762 $ 11,771 $ 18,504 $ 23,904

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In Thousands) 2025 2024 2025 2024

6 unchanged sentences

Change in defined benefit plans, net of income tax.

( 10 ) ( 3 ) 6 5

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

25 unchanged sentences

Balance, March 31, 2025 19,802,816 19,803 480,866 191,469 ( 14,163 ) ( 10,042 ) 667,933

Net income — — — 4,762 — — 4,762

Total other comprehensive income — — — — 2,407 — 2,407

Common stock cash dividends declared, $ 0.20 per share

— — — ( 4,657 ) — — ( 4,657 )

Common stock issued in business combination (1)

3,506,795 3,507 99,699 — — — 103,206

Stock options exercised 31,323 31 3,333 — — — 3,364

Repurchased stock — — — — — ( 1,778 ) ( 1,778 )

Employee Stock Purchase Plan 4,636 5 115 — — — 120

Director Stock Purchase Plan 901 1 24 — — — 25

Restricted stock activity 72,257 72 254 — — — 326

Balance, June 30, 2025 23,418,728 $ 23,419 $ 584,291 $ 191,574 $ ( 11,756 ) $ ( 11,820 ) $ 775,708

(1) Shares issued on April 30, 2025 as a result of the William Penn acquisition.

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

MID PENN BANCORP, INC.

Common Stock Additional

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Balance, March 31, 2024 17,006,359 $ 17,006 $ 406,150 $ 154,801 $ ( 16,947 ) $ ( 10,042 ) $ 550,968

Net income — — — 11,771 — — 11,771

Total other comprehensive loss — — — — ( 176 ) — ( 176 )

Common stock cash dividends declared, $ 0.20 per share

— — — ( 3,316 ) — — ( 3,316 )

Employee Stock Purchase Plan 5,123 5 98 — — — 103

Director Stock Purchase Plan 1,389 1 29 — — — 30

Restricted stock activity 38,365 39 267 — — — 306

Balance, June 30, 2024 17,051,236 $ 17,051 $ 406,544 $ 163,256 $ ( 17,123 ) $ ( 10,042 ) $ 559,686

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended

Six Months Ended

(In thousands) 2025 2024

2 unchanged sentences

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

Provision/(benefit) for credit losses 301 ( 937 )

Provision for credit losses 2,570 667

Depreciation 2,305 2,433

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Amortization of finance lease right of use asset 90 89

Loss on sales of investment securities 243 —

Earnings on cash surrender value of life insurance ( 765 ) ( 585 )

6 unchanged sentences

Gain on sale of property, plant, and equipment ( 10 ) ( 43 )

Gain on sale or write-down of foreclosed assets ( 28 ) —

Accretion of subordinated debt ( 154 ) ( 153 )

(Gain)/loss on sale or write-down of foreclosed assets ( 28 ) 42

Discount on subordinated debt ( 307 ) ( 307 )

Stock compensation expense 544 590

Change in deferred income tax cost 206 1,402

Increase accrued interest receivable ( 417 ) ( 1,155 )

Change in deferred income taxes 1,451 ( 178 )

Decrease/(Increase) in accrued interest receivable 571 ( 1,561 )

Decrease/(Increase) in other assets 4,586 ( 2,263 )

(Decrease)/Increase in accrued interest payable ( 92 ) 3,882

Decrease in operating lease liability ( 649 ) ( 602 )

(Decrease)/Increase in other liabilities ( 4,162 ) 1,799

Increase/(Decrease) in operating lease liability 4,928 ( 941 )

Increase in other liabilities 2,310 7,196

Net Cash Provided By Operating Activities 40,502 30,442

1 unchanged sentence

Proceeds from the maturity or call of available-for-sale securities 19,430 13,164

Purchases of available-for-sale securities ( 155,899 ) —

Proceeds from the maturity or call of held-to-maturity securities 18,295 5,642

Stock dividends of FHLB and other bank stock 151 239

Reduction (Purchases) of restricted investment in bank stock 650 ( 917 )

Net increase in loans ( 49,476 ) ( 68,987 )

Stock dividends received on FHLB and other bank stock 218 682

Reduction of restricted investment in bank stock 133 2,156

Net cash received from acquisitions 218,112 —

Net decrease/(increase) in loans 5,158 ( 111,525 )

Purchases of bank premises and equipment ( 4,483 ) ( 646 )

2 unchanged sentences

Proceeds from bank-owned life insurance 444 1,784

Gain on bank-owned life insurance ( 83 ) —

Net change in investments in tax credits and other partnerships 1,202 ( 976 )

Net Cash Used in Investing Activities ( 36,293 ) ( 65,746 )

Net Cash Provided by (Used in) Investing Activities 102,802 ( 88,898 )

MID PENN BANCORP, INC.

8 unchanged sentences

Long-term debt repayment ( 157 ) ( 35,113 )

Subordinated debt redemption ( 8,131 ) —

Cash paid in lieu of fractional shares ( 7 ) —

Exercise of stock options 3,364 —

Net Cash Provided by Financing Activities 122,977 67,419

Net increase/(decrease) in cash and cash equivalents 36,690 ( 28,678 )

Net increase in cash and cash equivalents 266,281 8,963

Cash and cash equivalents, beginning of period 70,564 96,763

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Loans transferred to foreclosed assets held for sale 9,816 164

Fair value of assets acquired in business combination, excluding cash (1)

$ 688,669 $ —

Goodwill recorded (1)

Fair value of liabilities assumed in business combination (1)

Fair value of shares issued in business combination (2)

(1) Includes the impact of the William Penn acquisition on April 30, 2025 and the Charis Insurance Group acquisition on May 12, 2025 .

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

( 2 ) Includes the impact of the William Penn acquisition on April 30, 2025.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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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 throughout Pennsylvania and three counties in New Jersey.

Basis of Presentation

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of 2024), MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC.

As of March 31, 2025, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting.

As of June 30, 2025, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting.

As a result, Mid Penn has only one reportable segment for financial reporting purposes.

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Mid Penn believes the information presented is not misleading, and the disclosures are adequate.

For comparative purposes, the March 31, 2024 and December 31, 2024 balances have been reclassified, when necessary, to conform to the 2025 presentation.

For comparative purposes, the June 30, 2024 and December 31, 2024 balances have been reclassified, when necessary, to conform to the 2025 presentation.

Such reclassifications had no impact on net income or total shareholders’ equity.

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Subsequent Events

Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2025 for items that should potentially be recognized or disclosed in these consolidated financial statements.

Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2025 for items that should potentially be recognized or disclosed in these consolidated financial statements.

The evaluation was conducted through the issuance date of these consolidated financial statements.

On April 30, 2025, Mid Penn completed its acquisition of William Penn Bancorporation through the merger of William Penn with and into Mid Penn.

The Merger was completed in accordance with the terms and conditions of the Agreement and Plan of Merger dated October 31, 2024, between Mid Penn and William Penn.

There were no events or transactions that occurred subsequent to the balance sheet date that would require adjustment or disclosure to the financial statements.

Use of Estimates

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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.

MID PENN BANCORP, INC.

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.

Accounting Standards adopted and Updated Significant Accounting Policy

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

MID PENN BANCORP, INC.

ASU 2025-01 - The FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date

MID PENN BANCORP, INC.

The amendments in the ASU clarify the effective date of ASU 2024-03 which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

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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 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 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.

Charis Insurance Group, Inc.

On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc.

( Charis Insurance Group), which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $ 4.0 million.

Mid Penn has recognized total goodwill of $ 1.6 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.

Mid Penn incurred expenses related to the Charis Insurance Group acquisition of $ 164 thousand for the six months ended June 30, 2025, which is included in noninterest expense in the Consolidated Statements of Income.

William Penn Acquisition

On April 30, 2025, Mid Penn completed its acquisition of 100 % of the outstanding shares of William Penn through the merger of William Penn with and into Mid Penn.

This transaction included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey.

The merger was an all-stock transaction valued at approximately $ 103.2 million, based on the company's common stock closing price of $ 29.05 on April 30, 2025.

Each share of William Penn common stock issued and outstanding as of April 30, 2025, was converted into 0.426 shares of Mid Penn common stock.

As a result of the acquisition, Mid Penn issued 3,506,795 shares of Mid Penn common stock as consideration for the $ 103.2 million purchase price.

The Company also granted replacement awards for 538,447 stock options, with a fair value of $ 3.1 million to continuing employees of William Penn.

Of this amount, $ 1.3 million related to pre-combination vesting and was included in purchase price consideration, and $ 1.8 million related to post-combination vesting and will be recognized as expense of the combined company over the remaining vesting period.

Mid Penn has recognized total Goodwill of $ 5.7 million, and a core deposit intangible asset of $ 9.0 million as a result of this acquisition.

This is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.

Goodwill is primarily comprised of expected synergies and an assembled workforce.

Goodwill is not deductible for income tax purposes.

Mid Penn incurred expenses related to the William Penn acquisition of $ 10.8 million and $ 11.2 million for the three and six months ended June 30, 2025, respectively, 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.

Mid Penn considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination.

For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment.

As part of the William Penn Acquisition, Mid Penn acquired PCD loans and leases of $ 358

MID PENN BANCORP, INC.

The non-credit discount on the PCD loans and leases was $ 15 thousand and the Day 1 fair value was $ 343 thousand.

The initial provision expense for non-PCD loans associated with the William Penn Acquisition was $ 2.3 million.

Estimated fair values of the assets acquired and liabilities assumed in the William Penn Acquisition as of the closing date are as follows:

(In thousands)

Assets acquired:

Cash and cash equivalents $ 41,404

Federal funds sold 553

Investment securities 186,564

Loans 405,271

Core deposit intangible 9,002

Premises and equipment 6,858

Operating lease right of use asset 6,340

Cash surrender value of life insurance 42,928

Deferred income taxes 15,399

Accrued interest receivable 2,271

Other assets 11,094

Total assets acquired $ 727,684

Liabilities assumed:

Noninterest-bearing demand $ 61,677

Interest-bearing demand 121,521

Money Market 178,285

Savings 76,983

Operating lease liability 6,340

Accrued interest payable 29

Other liabilities 4,052

Total liabilities assumed $ 630,181

Consideration transferred $ 103,213

Fair value of common stock issued 103,206

Cash paid in lieu of fractional shares 7

Total $ 103,213

Reconciliation to Consideration Transferred:

Total assets acquired $ 727,684

Total liabilities assumed 630,181

Net assets acquired 97,503

Goodwill 5,710

Consideration transferred $ 103,213

The fair values of assets acquired and liabilities assumed are based on preliminary estimates and, as permitted under GAAP, Mid Penn has up to twelve months following the date of the Merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger.

During this measurement period, Mid Penn may record subsequent

MID PENN BANCORP, INC.

adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.

From the acquisition date of April 30, 2025 through June 30, 2025, William Penn contributed approximately $ 4.4 million of total revenue and $ 693 thousand of net income to Mid Penn's consolidated results for the three months ended June 30, 2025.

The following supplemental pro forma information presents certain financial results for the three and six months ended June 30, 2025 and 2024 as if the merger of William Penn was effective as of January 1, 2024.

The supplemental unaudited pro forma financial information included in the table below is based on various estimates and is presented for informational purposes only and does not indicate the results of operations of the combined company that would have been achieved for the periods presented had the transaction been completed as of the date indicated or that may be achieved in the future.

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net interest income after provision for credit losses - loans $ 49,705 $ 41,445 $ 96,429 $ 83,024

Noninterest income 7,741 5,962 12,517 12,627

Noninterest expense 47,876 33,443 78,619 67,034

Net income $ 5,642 $ 11,494 $ 18,932 $ 23,638

MID PENN BANCORP, INC.

Note 3 - Investment Securities

AFS Securities

At March 31, 2025, the fair value of AFS securities totaled $ 258.5 million.

At March 31, 2025, no securities were identified that violated credit loss triggers;

At June 30, 2025, the fair value of AFS securities totaled $ 404.7 million.

At June 30, 2025, 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.

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

At March 31, 2025, accrued interest receivable totaled $ 1.1 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

At June 30, 2025, accrued interest receivable totaled $ 1.8 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

HTM Securities

At March 31, 2025, Mid Penn’s HTM securities totaled $ 375.1 million.

At June 30, 2025, Mid Penn’s HTM securities totaled $ 364.0 million.

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 March 31, 2025, the majority of Mid Penn's HTM securities were rated as A1/BBB by Moody's and/or Standard & Poor's ratings services.

As of June 30, 2025, 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 March 31, 2025, 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 March 31, 2025.

Therefore, no allowance for credit losses was recorded as of March 31, 2025.

At June 30, 2025, 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 June 30, 2025.

Therefore, no allowance for credit losses was recorded as of June 30, 2025.

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

At March 31, 2025, accrued interest receivable totaled $ 2.2 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

At June 30, 2025, accrued interest receivable totaled $ 1.6 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

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

March 31, 2025

June 30, 2025

(In thousands) Amortized

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See "Note 8 - Fair Value Measurement," for additional information.

Investment securities having a fair value of $ 429.4 million at March 31, 2025 and $ 440.0 million at December 31, 2024 were pledged primarily to secure public deposits, some Trust department deposit accounts, and certain other borrowings.

Investment securities having a fair value of $ 490.7 million at June 30, 2025 and $ 440.0 million at December 31, 2024 were pledged primarily to secure public deposits, some Trust department deposit accounts, and certain other borrowings.

In accordance with legal provisions for alternatives other than pledging of investments, Mid Penn also obtains letters of credit from the FHLB to secure certain public deposits.

These FHLB letter of credit commitments totaled $ 113.0 million as of March 31, 2025 and $ 156.0 million as of December 31, 2024.

These FHLB letter of credit commitments totaled $ 158.6 million as of June 30, 2025 and $ 156.0 million as of December 31, 2024.

The following tables present gross unrealized losses and fair value of debt investment securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the periods presented:

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

March 31, 2025 Number

June 30, 2025 Number

Securities Estimated

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Total 23 $ 86,338 $ 1,878 514 $ 514,787 $ 64,225 537 $ 601,125 $ 66,103

At March 31, 2025 and 2024, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S.

At June 30, 2025 and 2024, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S.

Treasury and U.S.

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government agencies.

Mid Penn had no securities considered by management to be credit related losses as of March 31, 2025 and 2024, and did not record any securities losses in the respective periods ended on these dates.

Mid Penn had no securities considered by management to be credit related losses as of June 30, 2025 and 2024, and did not record any securities losses in the respective periods ended on these dates.

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.

There were no gross realized gains and losses on sales of available-for-sale debt securities for the three months ended March 31, 2025 and 2024.

There were no gross realized gains and losses on sales of available-for-sale debt securities for the six months ended June 30, 2025 and 2024.

The table below illustrates the contractual maturity of debt investment securities at amortized cost and estimated fair value.

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(In thousands) Available-for-sale Held-to-maturity

March 31, 2025 Amortized

June 30, 2025 Amortized

Value Amortized

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

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Commercial real estate

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

Net deferred loan fees were $ 3.3 million and $ 3.8 million as of March 31, 2025 and December 31, 2024, respectively.

Net deferred loan fees were $ 3.6 million and $ 3.8 million as of June 30, 2025 and December 31, 2024, respectively.

Accrued interest receivable is not included in the amortized cost basis of Mid Penn's loans.

Accrued interest receivable for loans totaled $ 23.5 million and $ 22.9 million as of March 31, 2025 and December 31, 2024, respectively, with no related ACL and was reported in other assets on the accompanying Consolidated Balance Sheet.

Accrued interest receivable for loans totaled $ 24.7 million and $ 22.9 million as of June 30, 2025 and December 31, 2024, respectively, with no related ACL and was reported in other assets on the accompanying Consolidated Balance Sheet.

Past Due and Nonaccrual Loans

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.

The classes of the loan portfolio summarized by the past due status as of March 31, 2025 and December 31, 2024, are summarized as follows:

The performance and credit quality of the loan portfolio is monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.

The classes of the loan portfolio summarized by the past due status as of June 30, 2025 and December 31, 2024, are summarized as follows:

MID PENN BANCORP, INC.

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> 90 Days and

March 31, 2025

June 30, 2025

Commercial real estate

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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.

Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of March 31, 2025 and December 31, 2024 are summarized as follows:

March 31, 2025 December 31, 2024

Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 December 31, 2024

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

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MID PENN BANCORP, INC.

The amount of interest income recognized on nonaccrual loans was approximately $ 127 thousand and $ 159 thousand during the three months ended March 31, 2025 and 2024, respectively.

The amount of interest income recognized on nonaccrual loans was approximately $ 674 thousand and $ 132 thousand during the three months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025 and 2024, the amount of interest income recognized on nonaccrual loans was approximately $ 801 thousand and $ 291 thousand, respectively.

Credit Quality Indicators

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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.

Average Acceptable Risk / Pass - This type of classification has financial ratios and assets 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.

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.

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;

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

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;

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The weakness may be, cash flow, leverage, liquidity, management, industry or other factors which may, if not checked or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date.

SUBSTANDARD - These credit extensions also have well-defined weaknesses, which are inadequately protected by the current worth and debt service capacity of the Borrower, or the collateral pledged, if any.

SUBSTANDARD - These credit extensions also have well defined weaknesses, which are inadequately protected by the current worth and debt service capacity of the Borrowers or the collateral pledged, if any.

The repayment of principal and interest as originally intended can be jeopardized by defined weaknesses related to adverse financial, managerial, economic, market or political conditions.

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.

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

They lack an identifiable source of repayment based on an inability to generate sufficient cash flow to service the debt.

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

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

They lack an identifiable source of repayment based on an inability to generate sufficient cash flow to service their debt.

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.

March 31, 2025

June 30, 2025

Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized

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MID PENN BANCORP, INC.

Mid Penn had no loans classified as "doubtful" as of March 31, 2025 and December 31, 2024.

There was $ 109 thousand and $ 861 thousand in loans for which formal foreclosure proceedings were in process at March 31, 2025 and December 31, 2024, respectively.

Mid Penn had no loans classified as "doubtful" as of June 30, 2025 and December 31, 2024.

There was $ 11 thousand and $ 861 thousand in loans for which formal foreclosure proceedings were in process at June 30, 2025 and December 31, 2024, respectively.

Collateral-Dependent Loans

6 unchanged sentences

and vacant land.

Total collateral-dependent loans as of March 31, 2025 were $ 24.0 million.

Total collateral-dependent loans as of June 30, 2025 were $ 18.2 million.

Allowance for Credit Losses

39 unchanged sentences

Mid Penn determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools.

To the extent the lives of the loans in the portfolio extend beyond this forecast period, Mid Penn uses a reversion period of four quarters and reverts to the historical mean on a straight-line basis over the remaining life of the loans.

To the extent the lives of the loans in the Loans held for investment (LHFI) portfolio extend beyond this forecast period, Mid Penn uses a reversion period of four quarters and reverts to the historical mean on a straight-line basis over the remaining life of the loans.

Qualitative factors used in the ACL methodology include the following:

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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.

At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses.

The initial recognition of expected credit losses on PCD loans has no

At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the

MID PENN BANCORP, INC.

impact on net income.

purchase price and an initial estimate of credit losses.

The initial recognition of expected credit losses on PCD loans has no impact on net income.

When the initial measurement of expected credit losses on PCD loans is calculated on a pooled loan basis, the expected credit losses are allocated to each loan within the pool.

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

The following tables present the activity in the ACL - loans by portfolio segment for the three months ended March 31, 2025 and the three months ended March 31, 2024:

MID PENN BANCORP, INC.

The following tables present the activity in the ACL - loans by portfolio segment for the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024:

(In thousands) Balance at

December 31, 2024 Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses

March 31, 2025 PCD Loans Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses (1)

Three Months Ended

March 31, 2025

June 30, 2025

Commercial Real Estate

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Total $ 35,838 $ 343 $ ( 909 ) $ 98 $ ( 811 ) $ 2,245 $ 37,615

(In thousands) Balance at

December 31, 2024 PCD Loans Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses (1) Six Months Ended

June 30, 2025

Commercial Real Estate

CRE Nonowner Occupied $ 11,047 $ 89 $ ( 691 ) $ 2 $ ( 689 ) $ 151 $ 10,598

CRE Owner Occupied 5,243 100 — — — 1,087 6,430

Multifamily 3,432 31 — — — ( 1,485 ) 1,978

Farmland 1,932 — — — — 166 2,098

Commercial and industrial 7,122 36 ( 203 ) 9 ( 194 ) 1,138 8,102

Residential Construction 931 — — — — 27 958

Other Construction 2,131 — — — — 305 2,436

Residential Mortgage

1-4 Family 1st Lien 1,503 37 — 85 85 571 2,196

1-4 Family Rental 1,756 47 — — — 455 2,258

HELOC and Junior Liens 392 3 — — — 125 520

Consumer 25 — ( 30 ) 20 ( 10 ) 26 41

Total $ 35,514 $ 343 $ ( 924 ) $ 116 $ ( 808 ) $ 2,566 $ 37,615

(1) Includes a $ 2.3 million initial provision on non-PCD loans acquired in the William Penn transaction

MID PENN BANCORP, INC.

(In thousands) Balance at

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

March 31, 2024 Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses

Three Months Ended

March 31, 2024

June 30, 2024

Commercial Real Estate

12 unchanged sentences

Total $ 33,524 $ ( 62 ) $ 44 $ ( 18 ) $ 1,782 $ 35,288

(In thousands) Balance at

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

June 30, 2024

Commercial Real Estate

CRE Nonowner Occupied $ 10,267 $ — $ — $ — $ 380 $ 10,647

CRE Owner Occupied 5,646 — 4 4 180 5,830

Multifamily 2,202 — — — 1,007 3,209

Farmland 2,064 — — — ( 5 ) 2,059

Commercial and industrial 7,131 ( 56 ) — ( 56 ) ( 141 ) 6,934

Residential Construction 1,256 — — — ( 127 ) 1,129

Other Construction 2,146 — — — ( 133 ) 2,013

Residential Mortgage

1-4 Family 1st Lien 1,207 ( 7 ) 7 — 142 1,349

1-4 Family Rental 1,859 ( 2 ) 22 20 ( 175 ) 1,704

HELOC and Junior Liens 389 ( 21 ) — ( 21 ) 29 397

Consumer 20 ( 26 ) 17 ( 9 ) 6 17

Total $ 34,187 $ ( 112 ) $ 50 $ ( 62 ) $ 1,163 $ 35,288

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 March 31, 2025 and December 31, 2024:

The following table presents the ACL for loans and the amortized cost basis of the loans by the measurement methodology used as of June 30, 2025 and December 31, 2024:

(In thousands) ACL - Loans Loans

March 31, 2025 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

June 30, 2025 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

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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.

There were no new modifications to borrowers experiencing financial difficulty for the three months ended March 31, 2025.

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

There were no new modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, 2025.

Information related to loans modified (by type of modification) for the three and six months ended June 30, 2024, whereby the borrower was experiencing financial difficulty at the time of modification, is set forth in the following table:

There were no new modifications to borrowers experiencing financial difficulty for the three months ended June 30, 2024.

(In thousands) Interest Only Term Extension Combination:

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Term Extension Total % of Total Class of Financing Receivable

Three months ended March 31, 2024

Six months ended June 30, 2024

HELOC and Junior Liens $ — $ — $ 92 $ 92 0.07 %

Total Residential Mortgage — — 92 92 0.01 %

Total $ — $ — $ 92 $ 92

Total loans $ — $ — $ 92 $ 92

The financial effects of the interest-only loan modifications reduced the monthly payment amounts for the borrower and the term extensions in the table above added 2.0 years to the life of the loan, which also reduced the monthly payment amounts for the borrower.

As of March 31, 2025, there were no defaulted troubled debt restructured loans, as all troubled debt restructured loans were current with respect to their associated forbearance agreements.

There were also no defaults on troubled debt restructured loans within twelve months of restructure during 2024.

As of June 30, 2025, there were no defaulted modified loans, as all modified loans were current with respect to their associated forbearance agreements.

There were also no defaults on modified loans within twelve months of restructure during 2024.

MID PENN BANCORP, INC.

Note 5 - Deposits

Deposits consisted of the following as of March 31, 2025 and December 31, 2024:

(Dollars in thousands) March 31, 2025 % of Total Deposits December 31, 2024 % of Total Deposits

Deposits consisted of the following as of June 30, 2025 and December 31, 2024:

(Dollars in thousands) June 30, 2025 % of Total Deposits December 31, 2024 % of Total Deposits

Noninterest-bearing demand deposits $ 857,072 15.7 % $ 759,169 16.2 %

5 unchanged sentences

Total deposits $ 5,449,664 100.0 % $ 4,689,927 100.0 %

The scheduled maturities of time deposits at March 31, 2025 were as follows:

The scheduled maturities of time deposits at June 30, 2025 were as follows:

Time Deposits

7 unchanged sentences

$ 1,426,203 $ 393,650

Mid Penn had $ 319.8 million in brokered certificates of deposits as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, Mid Penn had $ 66.3 million and $ 83.7 million of CDAR (Certificate of Deposit Account Registry) deposits, respectively.

Mid Penn had $ 299.8 million and $ 319.8 million in brokered certificates of deposits as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, Mid Penn had $ 103.7 million and $ 83.7 million of CDAR (Certificate of Deposit Account Registry) deposits, respectively.

MID PENN BANCORP, INC.

10 unchanged sentences

Information related to loan level swaps is set forth in the following table:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(Dollars in thousands)

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$ 9,934 $ 11,118

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(Dollars in thousands)

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Information related to cash flow hedges is set forth in the following table:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(Dollars in thousands)

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Cash Flow Hedges Defined Benefit

Balance at March 31, 2025 $ ( 15,233 ) $ 501 $ 569 $ ( 14,163 )

OCI before reclassifications 2,755 ( 338 ) ( 10 ) 2,407

Amounts reclassified from AOCI — — — —

Balance at June 30, 2025 $ ( 12,478 ) $ 163 $ 559 ( 11,756 )

Balance at December 31, 2024 $ ( 18,889 ) $ 1,485 $ 579 $ ( 16,825 )

1 unchanged sentence

Amounts reclassified from AOCI — — ( 26 ) ( 26 )

Balance at June 30, 2025 $ ( 12,478 ) $ 163 $ 559 $ ( 11,756 )

Balance at March 31, 2024 $ ( 19,050 ) $ 2,230 $ ( 127 ) $ ( 16,947 )

OCI before reclassifications ( 201 ) 28 ( 3 ) ( 176 )

Amounts reclassified from AOCI — — — —

Balance at June 30, 2024 $ ( 19,251 ) $ 2,258 $ ( 130 ) $ ( 17,123 )

Balance at December 31, 2023 $ ( 17,339 ) $ 820 $ ( 118 ) $ ( 16,637 )

1 unchanged sentence

Amounts reclassified from AOCI — — ( 17 ) ( 17 )

Balance at March 31, 2024 $ ( 19,050 ) $ 2,230 $ ( 127 ) $ ( 16,947 )

Balance at June 30, 2024 $ ( 19,251 ) $ 2,258 $ ( 130 ) $ ( 17,123 )

MID PENN BANCORP, INC.

8 unchanged sentences

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

There were no transfers of assets between fair value Level 1 and Level 2 during the three months ended March 31, 2025 or the year ended December 31, 2024.

There were no transfers of assets between fair value Level 1 and Level 2 during the three and six months ended June 30, 2025 or the year ended December 31, 2024.

The following tables illustrate the assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets.

March 31, 2025

June 30, 2025

(In thousands) Level 1 Level 2 Level 3 Total

32 unchanged sentences

Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value.

Fair values as of March 31, 2025 were measured as the price that secondary market investors were offering for loans with similar characteristics.

Fair values as of June 30, 2025 were measured as the price that secondary market investors were offering for loans with similar characteristics.

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.

These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair market value.

These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair value.

These characteristics classify interest rate swap agreements as Level 2.

2 unchanged sentences

These characteristics classify Mortgage banking derivatives as Level 2.

As of March 31, 2025, Mortgage banking derivatives are not considered material.

As of June 30, 2025, Mortgage banking derivatives are not considered material.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis;

1 unchanged sentence

The following table illustrates financial instruments measured at fair value on a nonrecurring basis:

March 31, 2025

June 30, 2025

(In thousands) Level 1 Level 2 Level 3 Total

13 unchanged sentences

The following table presents additional information about the valuation techniques for level 3 assets measured at fair value on a nonrecurring basis.

March 31, 2025

June 30, 2025

(In thousands) Fair Value

16 unchanged sentences

The following tables summarize the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn's financial instruments as of the periods presented:

March 31, 2025

June 30, 2025

Amount Estimated Fair Value

43 unchanged sentences

(1) Long-term debt excludes finance lease obligations.

The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of March 31, 2025 and December 31, 2024.

The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of June 30, 2025 and December 31, 2024.

Note 9 - Commitments and Contingencies

9 unchanged sentences

The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

Mid Penn had $ 67.5 million and $ 64.3 million of standby letters of credit outstanding as of March 31, 2025 and December 31, 2024, respectively.

Mid Penn had $ 65.1 million and $ 64.3 million of standby letters of credit outstanding as of June 30, 2025 and December 31, 2024, respectively.

Mid Penn does not anticipate any losses because of these transactions.

The amount of the liability as of March 31, 2025 and December 31, 2024 for payment under standby letters of credit issued was not considered material.

The amount of the liability as of June 30, 2025 and December 31, 2024 for payment under standby letters of credit issued was not considered material.

Mid Penn is required to estimate expected credit losses for OBS credit exposures which are not unconditionally cancellable.

4 unchanged sentences

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 was $ 2.9 million as of March 31, 2025 and December 31, 2024.

A benefit for credit losses - credit commitments of $ 20 thousand and $ 318 thousand was recorded for the three months ended March 31, 2025 and March 31, 2024, respectively.

The following table presents the activity in the ACL - OBS by segment for the three March 31, 2025 and December 31, 2024:

The ACL - OBS was $ 3.2 million and $ 2.9 million as of June 30, 2025 and December 31, 2024, respectively.

A provision for credit losses - credit commitments of $ 24 thousand and a benefit for credit losses - credit commitments of $ 178 thousand were recorded for the three months ended June 30, 2025 and June 30, 2024, respectively.

A provision for credit losses - credit commitments of $ 4 thousand and a benefit for credit losses - credit commitments of $ 496 thousand were recorded for the six months ended June 30, 2025 and June 30, 2024, respectively.

The following table presents the activity in the ACL - OBS by segment for the three and six June 30, 2025 and 2024:

(in thousands)

Balance at December 31, 2024 (Benefit)/Provision for credit loss Three months ended March 31, 2025

Balance at March 31, 2025 (Benefit)/Provision for credit loss Three months ended June 30, 2025

1-4 Family Rental $ 13 $ 3 $ 16

10 unchanged sentences

$ 2,919 $ 298 $ 3,217

in thousands Balance at December 31, 2024 (Benefit)/Provision for credit loss Six months ended June 30, 2025

1-4 Family Rental $ 16 $ — $ 16

C&I 1,165 37 1,202

CRE NonOwner Occupied 132 ( 19 ) 113

CRE Owner Occupied 98 20 118

Consumer 3 — 3

Farmland 92 7 99

HELOC & Junior Liens 92 33 125

Multifamily 27 ( 4 ) 23

Other Construction & Land 792 250 1,042

Residential Construction 516 ( 47 ) 469

Residential First Liens 6 1 7

$ 2,939 $ 278 $ 3,217

MID PENN BANCORP, INC.

(in thousands)

Balance at December 31, 2023 (Benefit)/Provision for credit loss Three months ended March 31, 2024

Balance at March 31, 2024 (Benefit)/Provision for credit loss Three months ended June 30, 2024

1-4 Family Rental $ 11 $ 2 $ 13

10 unchanged sentences

$ 3,249 $ ( 178 ) $ 3,071

in thousands Balance at December 31, 2023 (Benefit)/Provision for credit loss Six months ended June 30, 2024

1-4 Family Rental $ 11 $ 2 $ 13

C&I 1,270 ( 116 ) 1,154

CRE NonOwner Occupied 113 ( 3 ) 110

CRE Owner Occupied 106 22 128

Consumer 3 — 3

Farmland 108 ( 11 ) 97

HELOC & Junior Liens 100 ( 4 ) 96

Multifamily 24 3 27

Other Construction & Land 1,036 ( 253 ) 783

Residential Construction 778 ( 123 ) 655

Residential First Liens 18 ( 13 ) 5

$ 3,567 $ ( 496 ) $ 3,071

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.

5 unchanged sentences

This is based on information currently available to Mid Penn and involves elements of judgment and significant uncertainties.

MID PENN BANCORP, INC.

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.

Note 10 - Debt

Short-term FHLB and Correspondent Bank Borrowings

Total short-term borrowings were $ 25.0 million and $ 2.0 million as of March 31, 2025 and December 31, 2024, respectively.

Total short-term borrowings were zero and $ 2.0 million as of June 30, 2025 and December 31, 2024, respectively.

Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than a year.

Federal funds purchased from correspondent banks mature in one business day and reprice daily based on the Federal Funds rate.

Advances from the FHLB are collateralized by the Bank’s investment in the common stock of the FHLB and by a blanket lien on selected loan receivables comprised principally of real estate secured loans within the Bank’s portfolio totaling $ 2.4 billion at March 31, 2025.

The Bank had a short-term borrowing capacity from the FHLB as of March 31, 2025 up to the Bank’s unused borrowing capacity of $ 1.5 billion (equal to $ 1.7 billion of maximum borrowing capacity, less the aggregate amount of FHLB letter of credits securing public funds deposits, and other FHLB advances and obligations outstanding) upon satisfaction of any stock purchase requirements of the FHLB.

The Bank also has unused overnight lines of credit with other correspondent banks amounting to $ 35.0 million at March 31, 2025.

No draws were made on these lines as of March 31, 2025 and December 31, 2024, respectively.

The Bank had a short-term borrowing capacity from the FHLB as of June 30, 2025 up to the Bank’s unused borrowing capacity of $ 1.6 billion (equal to $ 1.7 billion of maximum borrowing capacity, less the aggregate amount of FHLB letter of credits securing public funds deposits, and other FHLB advances and obligations outstanding) upon satisfaction of any stock purchase requirements of the FHLB.

The Bank also has unused overnight lines of credit with other correspondent banks amounting to $ 35.0 million at June 30, 2025.

No draws were made on these lines as of June 30, 2025 and December 31, 2024.

Long-term Debt

The following table presents a summary of long-term debt as of March 31, 2025 and December 31, 2024.

(Dollars in thousands) March 31, 2025 December 31, 2024

The following table presents a summary of long-term debt as of June 30, 2025 and December 31, 2024.

(Dollars in thousands) June 30, 2025 December 31, 2024

FHLB fixed rate instruments:

9 unchanged sentences

The Bank also obtains letters of credit from the FHLB to secure certain public fund deposits of municipality and school district customers who agree to use of the FHLB letters of credit as a legally allowable alternative to investment pledging.

These FHLB letter of credit commitments totaled $ 113.0 million and $ 156.0 million as of March 31, 2025 and December 31, 2024, respectively.

These FHLB letter of credit commitments totaled $ 158.6 million and $ 156.0 million as of June 30, 2025 and December 31, 2024, respectively.

MID PENN BANCORP, INC.

Note 11 - Subordinated Debt and Trust Preferred Securities

Note 11 - Subordinated Debt

Subordinated Debt Assumed November 2021 with the Riverview Acquisition

15 unchanged sentences

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.

Related parties held $ 750 thousand of the December 2020 Notes as of March 31, 2025 and December 31, 2024.

Related parties held $ 750 thousand of the December 2020 Notes as of June 30, 2025 and December 31, 2024.

Subordinated Debt Issued March 2020

On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $ 15.0 million aggregate principal amount of its 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.

The balance of March 2020 Notes outstanding as of March 31, 2025 was $ 8.1 million.

The March 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes.

The March 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.

The March 2020 Notes bear interest at a rate of 4.0 % 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.

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.

Additionally, if all or any portion of the March 2020 Notes cease to be deemed Tier 2 Capital, Mid Penn may redeem, on any interest payment date, all or part of the 2020 Notes.

In the event of a redemption described in the previous sentence, Mid Penn will redeem the March 2020 Notes at 100 % of the principal amount of the March 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

The March 2020 Notes were 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.

Mid Penn redeemed the remaining March 2020 Notes in whole on June 30, 2025.

MID PENN BANCORP, INC.

Holders of the March 2020 Notes may not accelerate the maturity of the March 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary.

Related parties held $ 1.7 million of the March 2020 Notes as of March 31, 2025 and December 31, 2024.

Note 12 - Common Stock and Earnings Per Share

Note 12 - Common Stock and Equity Incentive Plans

Treasury Stock Repurchase Program

6 unchanged sentences

The Program does not obligate Mid Penn to repurchase any shares.

No shares were repurchased in the three months ended March 31, 2025.

As of March 31, 2025, Mid Penn had repurchased 440,722 shares of common stock at an average price of $ 22.78 per share under the Program.

The Program had approximately $ 5.0 million remaining available for repurchase as of March 31, 2025.

During the six months ended June 30, 2025, Mid Penn repurchased 62,812 shares of common stock at an average price of $ 28.31 .

All 62,812 shares were repurchased in the three months ended June 30, 2025.

As of June 30, 2025, Mid Penn had repurchased an aggregate of 503,534 shares of common stock at an average price of $ 23.47 per share under the Program.

The Program had approximately $ 3.2 million remaining available for repurchase as of June 30, 2025.

Dividend Reinvestment Plan

5 unchanged sentences

The aggregate number of shares of common stock of the Company available for issuance under the Plans is 550,000 shares .

As of March 31, 2025, a total of 263,974 restricted shares were granted under the Plans, of which 82,278 shares were unvested.

The Plan's shares granted and vested resulted in $ 239 thousand and $ 302 thousand in share-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

As of June 30, 2025, a total of 310,804 restricted shares were granted under the Plans, of which 114,030 shares were unvested.

The Plan's shares granted and vested resulted in $ 2.4 million and $ 321 thousand in share-based compensation expense for the three months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025 and 2024, the Plan's shares granted and vested resulted in share-based compensation expense of $ 2.6 million and $ 623 thousand, 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.

2 unchanged sentences

Restricted shares granted to directors have a twelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the Consolidated Statement of Income.

Equity Awards Assumed from William Penn Acquisition

In connection with the acquisition of William Penn on April 30, 2025, the Company issued 3,506,795 shares of common stock as purchase consideration and assumed outstanding equity awards of William Penn, consisting of 538,447 stock options and 215,386 restricted stock units (RSUs).

These awards were converted into equivalent awards of the Company's common stock, of which, 273,000 stock options and 109,205 restricted stock units remained unvested as of June 30, 2025.

Compensation expense for stock options was $ 680 thousand for the three and six months ended June 30, 2025.

As of June 30, 2025, unrecognized compensation expense related to unvested options was $ 1.1 million.

Compensation expense

MID PENN BANCORP, INC.

for restricted stock awards was $ 1.4 million for the three and six months ended June 30, 2025.

As of June 30, 2025, unrecognized compensation cost related to unvested restricted stock was $ 1.8 million.

The assumed awards are subject to the original vesting terms and conditions included in the Company's outstanding stock-based compensation plans.

MID PENN BANCORP, INC.

Note 13 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding plus the effect of potentially dilutive common shares, which include stock options and unvested restricted stock awards, using the treasury stock method.

The following data shows the amounts used in computing basic and diluted earnings per common share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2025 2024 2025 2024

1 unchanged sentence

Weighted average common shares outstanding (basic) 21,566,617 16,576,283 20,467,349 16,572,102

Effect of dilutive unvested restricted stock grants 60,398 45,471

Effect of dilutive stock based compensation awards (includes unvested restricted stock and stock options) 32,818 29,070 301,485 36,761

Weighted average common shares outstanding (diluted) 21,599,435 16,605,353 20,768,834 16,608,863

1 unchanged sentence

Diluted earnings per common share 0.22 0.71 0.89 1.44

There were no antidilutive instruments at March 31, 2025 and 2024, respectively.

MID PENN BANCORP, INC.

Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented.

There were 367,400 and 111,994 stock options that were anti-dilutive for the three and six months ended June 30, 2025, respectively.

These stock options were assumed in the William Penn acquisition.

There were no antidilutive instruments for the three and six months ended June 30, 2024.

Note 14 - Segment Reporting

4 unchanged sentences

The following table presents certain information reviewed by management:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

March 31, 2025 March 31, 2024

2025 2024 2025 2024

Net interest income $ 48,206 $ 38,766 $ 90,715 $ 75,222

Provision (Benefit) for credit losses 301 ( 937 )

Provision for credit losses 2,269 1,604 2,570 667

Noninterest income 6,143 5,329 11,382 11,166

Noninterest expense 47,798 28,224 78,440 56,744

Income taxes 3,063 2,577

(Benefit)/Provision for Income taxes ( 480 ) 2,496 2,583 5,073

Net income 4,762 11,771 18,504 23,904

Total assets $ 6,354,543 $ 5,391,749 $ 6,354,543 $ 5,391,749

MID PENN BANCORP, INC.

Other Segment Information

5 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-Q

Item 1. Financial Statements