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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 225 added, 192 removed, 1344 unchanged (24% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

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

Cash and due from banks $ 18,013 $ 37,002

38 unchanged sentences

Common stock, par value $ 1.00 per share;

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

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

23,550,614 issued at September 30, 2025 and 19,796,519 at December 31, 2024;

23,039,223 outstanding at September 30, 2025 and 19,355,797 at December 31, 2024

23,551 19,797

3 unchanged sentences

Treasury stock, at cost;

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

511,391 shares at September 30, 2025 and 440,722 at December 31, 2024

( 12,046 ) ( 10,042 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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

Three Months Ended September 30, Nine Months Ended September 30,

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

13 unchanged sentences

Net Interest Income 53,629 40,169 144,344 115,391

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

(Benefit)/provision for credit losses - loans ( 187 ) 621 2,379 1,784

Benefit for credit losses - credit commitments ( 247 ) ( 105 ) ( 243 ) ( 601 )

Net (benefit)/provision for credit losses ( 434 ) 516 2,136 1,183

Net Interest Income After Provision/Benefit for Credit Losses $ 54,063 $ 39,653 $ 142,208 $ 114,208

19 unchanged sentences

FDIC Assessment 422 1,150 2,406 3,327

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

Loss/(gain) on sale of foreclosed assets, net 471 ( 35 ) 443 7

Merger and acquisition 233 109 11,558 109

2 unchanged sentences

INCOME BEFORE PROVISION FOR INCOME TAXES $ 24,264 $ 14,872 $ 45,351 $ 43,849

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

Provision for income taxes 5,967 2,571 8,550 7,644

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 18,297 $ 12,301 $ 36,801 $ 36,205

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024 2025 2024

Net income $ 18,297 $ 12,301 $ 36,801 $ 36,205

Other comprehensive income/(loss):

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

Other comprehensive income:

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

3,193 6,436 9,604 4,524

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

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

( 334 ) ( 2,427 ) ( 1,656 ) ( 989 )

3 unchanged sentences

— — ( 26 ) ( 17 )

Total other comprehensive income/(loss) 2,407 ( 176 ) 5,069 ( 486 )

Total other comprehensive income 2,849 4,007 7,918 3,521

Total comprehensive income $ 21,146 $ 16,308 $ 44,719 $ 39,726

34 unchanged sentences

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

Net income — — — 18,297 — — 18,297

Total other comprehensive income — — — — 2,849 — 2,849

Common stock cash dividends declared, $ 0.22 per share

— — — ( 4,551 ) — — ( 4,551 )

Stock options exercised 108,548 109 3,052 — — — 3,161

Repurchased stock — — — — — ( 226 ) ( 226 )

Employee Stock Purchase Plan 5,067 5 140 — — — 145

Director Stock Purchase Plan 893 1 25 — — — 26

Restricted stock activity 17,378 17 897 — — — 914

Balance, September 30, 2025 23,550,614 $ 23,551 $ 588,405 $ 205,320 $ ( 8,907 ) $ ( 12,046 ) $ 796,323

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

10 unchanged sentences

Net income — — — 12,133 — — 12,133

Total other comprehensive income — — — — ( 310 ) — ( 310 )

Total other comprehensive loss — — — — ( 310 ) — ( 310 )

Common stock cash dividends declared, $ 0.20 per share

13 unchanged sentences

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

Net income — — — 12,301 — — 12,301

Total other comprehensive income — — — — 4,007 — 4,007

Common stock cash dividends declared, $ 0.20 per share

— — — ( 3,323 ) — — ( 3,323 )

Employee Stock Purchase Plan 5,565 6 116 — — — 122

Director Stock Purchase Plan 1,021 1 30 — — — 31

Restricted stock activity 3,074 3 232 — — — 235

Balance, September 30, 2024 17,060,896 17,061 406,922 172,234 ( 13,116 ) ( 10,042 ) 573,059

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended

Nine Months Ended

September 30,

(In thousands) 2025 2024

8 unchanged sentences

Amortization of finance lease right of use asset 135 135

Loss on sales of investment securities 243 —

Earnings on cash surrender value of life insurance ( 1,370 ) ( 861 )

6 unchanged sentences

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

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

Loss on sale or write-down of foreclosed assets 443 7

Discount on subordinated debt ( 462 ) ( 460 )

1 unchanged sentence

Change in deferred income taxes 7,378 80

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

Increase in accrued interest receivable ( 588 ) ( 1,466 )

Decrease in other assets 7,007 1,065

Increase in accrued interest payable 2,947 4,738

Increase/(decrease) in operating lease liability 4,101 ( 1,507 )

Increase in other liabilities 2,310 7,196

(Decrease)/increase in other liabilities ( 2,094 ) 4,575

Net Cash Provided By Operating Activities $ 66,777 $ 47,292

21 unchanged sentences

Net change in finance lease liability ( 109 ) ( 98 )

Net change in short-term borrowings ( 2,000 ) ( 41,532 )

Increase in short-term borrowings 222,750 937,960

Repayment of short-term borrowings ( 224,750 ) ( 1,065,395 )

Long-term debt repayment ( 236 ) ( 35,189 )

Subordinated debt redemption ( 8,130 ) —

Cash paid in lieu of fractional shares ( 7 ) —

Exercise of stock options 6,525 —

30 unchanged sentences

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 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

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 Holding, LLC, MPB Financial Services, LLC, MPB Wealth Management, LLC (which ceased operating during the first quarter

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

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

As of September 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.

2 unchanged sentences

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

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

For comparative purposes, the September 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.

3 unchanged sentences

Subsequent Events

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.

Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of September 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.

16 unchanged sentences

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.

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.

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ASU 2025-01 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2025-06 - The FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

The amendments in this ASU apply to all entities subject to the internal-use software guidance in Subtopic 350-40.

The amendments also apply to all entities that account for website development costs in accordance with Subtopic 350-50, Intangibles—Goodwill and Other—Website Development Costs.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

ASU 2025-06 is not expected to have a significant impact on the Corporation's financial statements.

MID PENN BANCORP, INC.

8 unchanged sentences

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.

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

William Penn Acquisition

1 unchanged sentence

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.

The merger was an all-stock transaction valued at approximately $ 103.2 million, based on the Mid Penn'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.

The Corporation 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.

3 unchanged sentences

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.

Mid Penn incurred expenses related to the William Penn acquisition of $ 3 thousand and $ 11.2 million for the three and nine months ended September 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.

5 unchanged sentences

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

MID PENN BANCORP, INC.

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

33 unchanged sentences

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

During this measurement period, Mid Penn may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.

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.

From the acquisition date of April 30, 2025 through September 30, 2025, William Penn contributed approximately $ 5.0 million of total revenue and $ 255 thousand of net loss to Mid Penn's consolidated results for the three months ended September 30, 2025.

For the nine months ended September 30, 2025, William Penn contributed approximately $ 9.5 million of total revenue and $ 438 thousand of net income to Mid Penn's consolidated results.

The following supplemental pro forma information presents certain financial results for the three and nine months ended September 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,

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Net income $ 18,297 $ 12,280 $ 37,229 $ 36,162

1st Colonial Bancorp, Inc.

On September 24, 2025, Mid Penn entered into a Merger Agreement with 1st Colonial Bancorp, Inc., in a cash and stock deal valued at nearly $ 101 million.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, 1st Colonial will merge with and into Mid Penn, with Mid Penn surviving in the Merger.

Promptly following the Merger, the Bank will merge with and into 1st Colonial's wholly owned bank subsidiary, 1st Colonial Community Bank, with the Bank surviving in the Bank Merger.

The Merger Agreement was unanimously approved and adopted by the board of directors of each of Mid Penn and 1st Colonial.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of 1st Colonial's common stock, par value $ 0.0 per share, issued and outstanding immediately prior to the effective time of the Merger, other than certain shares held by Mid Penn, will be converted into the right to receive, at the election of the holder of such shares of 1st Colonial common stock, and subject to adjustment and proration as described in the Merger Agreement, either (a) 0.6945 of a share of Mid Penn common stock and cash in lieu of fractional shares or (b) 18.50 in cash.

The deal is expected to close in the first or second quarter of 2026, subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and approval by 1st Colonial shareholders.

Cumberland Advisors Acquisition

On September 25, 2025, Mid Penn entered into an agreement to acquire Cumberland Advisors, Inc.

for a purchase price of at closing of $ 5.5 million.

Seventy percent of the purchase price will be paid in Mid Penn common stock and the balance in cash.

The agreement provides for the potential cash payment by Mid Penn of up to an additional $ 1.0 million pursuant to an earn-out and the issuance of approximately 200,000 stock appreciation rights having a maximum aggregate value of $ 1.2 million.

Cumberland Advisors, a registered investment advisory firm, recorded a year-to-date annualized revenue of $ 9.0 million as of the quarter ended June 30, 2025, and is expected to bring approximately $ 3.3 billion of new assets under management to the combined company.

The deal is expected to close in the first quarter of 2026, subject to customary closing conditions.

MID PENN BANCORP, INC.

1 unchanged sentence

AFS Securities

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;

At September 30, 2025, the fair value of AFS securities totaled $ 427.4 million.

At September 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 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.

At September 30, 2025, accrued interest receivable totaled $ 2.0 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.

HTM Securities

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 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.

At September 30, 2025, Mid Penn’s HTM securities totaled $ 354.1 million.

The Corporation 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 September 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 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.

At September 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 September 30, 2025.

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

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

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.

At September 30, 2025, accrued interest receivable totaled $ 2.0 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:

June 30, 2025

September 30, 2025

(In thousands) Amortized

43 unchanged sentences

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

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.

Investment securities having a fair value of $ 520.6 million at September 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 $ 158.6 million as of June 30, 2025 and $ 156.0 million as of December 31, 2024.

These FHLB letter of credit commitments totaled $ 160.5 million as of September 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

June 30, 2025 Number

September 30, 2025 Number

Securities Estimated

45 unchanged sentences

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

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

At September 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.

1 unchanged sentence

government agencies.

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 had no securities considered by management to be credit related losses as of September 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 six months ended June 30, 2025 and 2024.

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

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

1 unchanged sentence

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

June 30, 2025 Amortized

September 30, 2025 Amortized

Value Amortized

9 unchanged sentences

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

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

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

Commercial real estate

17 unchanged sentences

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

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

Net deferred loan fees were $ 2.8 million and $ 3.8 million as of September 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 $ 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.

Accrued interest receivable for loans totaled $ 25.1 million and $ 22.9 million as of September 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 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:

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

MID PENN BANCORP, INC.

3 unchanged sentences

> 90 Days and

June 30, 2025

September 30, 2025

Commercial real estate

15 unchanged sentences

Total $ 18,710 $ 2,493 $ 11,503 $ 32,706 $ 4,788,428 $ 4,821,134 $ 160

MID PENN BANCORP, INC.

(In thousands) 30-59

20 unchanged sentences

Total $ 5,549 $ 2,005 $ 15,524 $ 23,078 $ 4,419,992 $ 4,443,070 $ —

MID PENN BANCORP, INC.

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 June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 December 31, 2024

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

September 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

3 unchanged sentences

Multifamily — 138 138 — 154 154

Farmland — 46 46 — — —

Total Commercial real estate 4,766 3,991 8,757 2,622 11,853 14,475

10 unchanged sentences

Total loans $ 9,515 $ 8,442 $ 17,957 $ 3,380 $ 19,230 $ 22,610

MID PENN BANCORP, INC.

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.

The amount of interest income recognized on nonaccrual loans was approximately $ 840 thousand and $ 165 thousand during the three months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025 and 2024, the amount of interest income recognized on nonaccrual loans was approximately $ 1.6 million and $ 456 thousand, respectively.

Credit Quality Indicators

10 unchanged sentences

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

MID PENN BANCORP, INC.

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;

11 unchanged sentences

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.

June 30, 2025

September 30, 2025

Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized

19 unchanged sentences

Substandard or lower — — — — — 138 — 138

MID PENN BANCORP, INC.

Total Multifamily 28,655 4,848 68,540 156,752 83,602 98,789 4,226 445,412

17 unchanged sentences

Net charge offs — — 1 — — ( 286 ) — ( 285 )

MID PENN BANCORP, INC.

Residential Construction

16 unchanged sentences

Performing 55,765 31,094 60,827 51,336 39,577 187,237 1,222 427,058

Non-performing — — — — — 4,077 — 4,077

Nonperforming — — 100 47 — 3,299 — 3,446

Total 1-4 Family 1st Lien 55,765 31,094 60,927 51,383 39,577 190,536 1,222 430,504

4 unchanged sentences

Performing 28,884 23,884 49,872 101,803 62,868 139,486 1,918 408,715

Non-performing — — 146 — 1,754 1,275 — 3,175

Nonperforming — — 146 — 1,611 1,181 — 2,938

Total 1-4 Family Rental 28,884 23,884 50,018 101,803 64,479 140,667 1,918 411,653

Gross charge offs — — — — — — — —

MID PENN BANCORP, INC.

Current period recoveries — — — — — — — —

2 unchanged sentences

Performing 6,883 5,572 18,002 9,013 4,991 15,014 111,223 170,698

Non-performing — 1,170 149 164 — 2,125 1,376 4,984

Nonperforming — 1,160 146 159 — 1,789 1,001 4,255

Total HELOC and Junior Liens 6,883 6,732 18,148 9,172 4,991 16,803 112,224 174,953

3 unchanged sentences

Performing 2,212 1,221 876 339 295 715 2,150 7,808

Non-performing — — 19 — — — — 19

Nonperforming — — 34 — — — — 34

Total Consumer 2,212 1,221 910 339 295 715 2,150 7,842

5 unchanged sentences

Substandard or lower — 527 11,457 3,858 653 14,174 5,363 36,032

MID PENN BANCORP, INC.

Performing 93,744 61,771 129,577 162,491 107,731 342,452 116,513 1,014,279

62 unchanged sentences

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

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

Nonperforming — — — — 211 817 — 1,028

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

4 unchanged sentences

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

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

Nonperforming — 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

4 unchanged sentences

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

Nonperforming — 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

3 unchanged sentences

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

Non-performing — — — — — — — —

Nonperforming — — — — — — — —

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

9 unchanged sentences

MID PENN BANCORP, INC.

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.

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

There was $ 558 thousand and $ 861 thousand in loans for which formal foreclosure proceedings were in process at September 30, 2025 and December 31, 2024, respectively.

Collateral-Dependent Loans

6 unchanged sentences

and vacant land.

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

Total collateral-dependent loans as of September 30, 2025 were $ 18.0 million.

Allowance for Credit Losses

44 unchanged sentences

• 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.

The ACL for individual loans, such as nonaccrual 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.

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.

22 unchanged sentences

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:

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

(In thousands) Balance at

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

Three Months Ended

June 30, 2025

June 30, 2025 PCD Loans Charge offs Recoveries Net Loans (Charged off) Recovered (Benefit)/Provision for Credit Losses (1)

Balance at September 30, 2025

Commercial Real Estate

13 unchanged sentences

(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

December 31, 2024 PCD Loans Charge offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)

Balance at September 30, 2025

Commercial Real Estate

12 unchanged sentences

Total $ 35,514 $ 343 $ ( 1,055 ) $ 156 $ ( 899 ) $ 2,379 $ 37,337

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

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

MID PENN BANCORP, INC.

(In thousands) Balance at

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

Three Months Ended

June 30, 2024

June 30, 2024 Charge offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)

Balance at September 30, 2024

Commercial Real Estate

13 unchanged sentences

(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

December 31, 2023 Charge offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)

Balance at September 30, 2024

Commercial Real Estate

13 unchanged sentences

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 June 30, 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 September 30, 2025 and December 31, 2024:

(In thousands) ACL - Loans 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

September 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

33 unchanged sentences

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 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.

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

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

(In thousands) Interest Only Term Extension Combination:

1 unchanged sentence

Term Extension Total % of Total Class of Financing Receivable

Six months ended June 30, 2024

Three months ended September 30, 2024

Commercial and industrial — — 287 287 0.04

Total $ — $ — $ 287 $ 287

(In thousands) Interest Only Term Extension Combination:

Interest Only and

Term Extension Total % of Total Class of Financing Receivable

Nine months ended September 30, 2024

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

HELOC and Junior Liens — — 92 92 0.07 %

2 unchanged sentences

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

As of September 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.

1 unchanged sentence

Note 5 - 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

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

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

Noninterest-bearing demand deposits $ 836,374 15.7 % $ 759,169 16.2 %

5 unchanged sentences

Total deposits $ 5,342,720 100.0 % $ 4,689,927 100.0 %

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

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

Time Deposits

7 unchanged sentences

$ 1,261,787 $ 386,477

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 had $ 125.0 million and $ 319.8 million in brokered certificates of deposits as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, Mid Penn had $ 108.0 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in thousands)

6 unchanged sentences

$ 9,201 $ 11,118

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in thousands)

11 unchanged sentences

To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.

MID PENN BANCORP, INC.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in thousands)

7 unchanged sentences

(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.

MID PENN BANCORP, INC.

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 $ 633 thousand will be reclassified as a decrease to interest expense.

During the next twelve months, Mid Penn estimates that an additional $ 151 thousand will be reclassified as an increase to interest expense.

Note 7 - Accumulated Other Comprehensive (Loss) Income

7 unchanged sentences

Cash Flow Hedges Defined Benefit

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

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

OCI before reclassifications 3,193 ( 334 ) ( 10 ) 2,849

Amounts reclassified from AOCI — — — —

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

Balance at September, 2025 $ ( 9,285 ) $ ( 171 ) $ 549 ( 8,907 )

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

1 unchanged sentence

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

Balance at September, 2025 $ ( 9,285 ) $ ( 171 ) $ 549 $ ( 8,907 )

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

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

OCI before reclassifications 6,436 ( 2,427 ) ( 2 ) 4,007

Amounts reclassified from AOCI — — — —

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

Balance at September 30, 2024 $ ( 12,815 ) $ ( 169 ) $ ( 132 ) $ ( 13,116 )

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

1 unchanged sentence

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

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

Balance at September 30, 2024 $ ( 12,815 ) $ ( 169 ) $ ( 132 ) $ ( 13,116 )

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 and six months ended June 30, 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 nine months ended September 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.

June 30, 2025

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

Fair values as of September 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.

5 unchanged sentences

These characteristics classify Mortgage banking derivatives as Level 2.

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

As of September 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:

June 30, 2025

September 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.

June 30, 2025

(In thousands) Fair Value

Valuation Technique

Significant Unobservable Input

Range of Inputs

Weighted Average

Individually evaluated loans, net of ACL $ 16,699 Appraisal of collateral

Appraisal adjustments

8 % - 100 % 24.8 %

Foreclosed assets held for sale 9,816 Appraisal of collateral

Appraisal adjustments 26 % - 95 % 59.3 %

September 30, 2025

(In thousands) Fair Value Valuation Technique Significant Unobservable Input Range of Inputs Weighted Average

Individually evaluated loans, net of ACL $ 15,752 Appraisal of collateral Appraisal adjustments 8 % - 100 % 24.9 %

Foreclosed assets held for sale 9,346 Appraisal of collateral Appraisal adjustments 22 % - 31 % 23.9 %

December 31, 2024

(In thousands) Fair Value

Valuation Technique

Significant Unobservable Input

Range of Inputs Weighted Average

(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 %

1 unchanged sentence

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:

June 30, 2025

September 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 June 30, 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 September 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 $ 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 had $ 66.8 million and $ 64.3 million of standby letters of credit outstanding as of September 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 June 30, 2025 and December 31, 2024 for payment under standby letters of credit issued was not considered material.

The amount of the liability as of September 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 $ 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 March 31, 2025 (Benefit)/Provision for credit loss Three months ended June 30, 2025

The ACL - OBS was $ 3.0 million and $ 2.9 million as of September 30, 2025 and December 31, 2024, respectively.

A benefit for credit losses - credit commitments of $ 247 thousand and $ 105 thousand were recorded for the three months ended September 30, 2025 and September 30, 2024, respectively.

A benefit for credit losses - credit commitments of $ 243 thousand and $ 601 thousand were recorded for the nine months ended September 30, 2025 and September 30, 2024, respectively.

The following table presents the activity in the ACL - OBS by segment for the three and nine months ended September 30, 2025 and 2024:

(in thousands) Balance at

June 30, 2025 (Benefit)/Provision for Credit Loss Balance at September 30, 2025

1-4 Family Rental $ 16 $ 4 $ 20

10 unchanged sentences

$ 3,218 $ ( 247 ) $ 2,971

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

(in thousands) Balance at

December 31, 2024 Provision/(Benefit) for Credit Loss Balance at September 30, 2025

1-4 Family Rental $ 16 $ 4 $ 20

11 unchanged sentences

MID PENN BANCORP, INC.

(in thousands)

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

(in thousands) Balance at

June 30, 2024 (Benefit)/Provision for Credit Loss Balance at

September 30, 2024

1-4 Family Rental $ 13 $ 1 $ 14

10 unchanged sentences

$ 3,071 $ ( 105 ) $ 2,966

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

(in thousands) Balance at

December 31, 2023 (Benefit)/Provision for Credit Loss Balance at September 30, 2024

1-4 Family Rental $ 11 $ 3 $ 14

22 unchanged sentences

Short-term FHLB and Correspondent Bank Borrowings

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

Total short-term borrowings were zero and $ 2.0 million as of September 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 $ 2.5 billion at June 30, 2025.

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.

The Bank had a short-term borrowing capacity from the FHLB as of September 30, 2025 up to the Bank’s unused borrowing capacity of $ 1.7 billion (equal to $ 1.9 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 September 30, 2025.

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

Long-term Debt

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

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

(Dollars in thousands) September 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 $ 158.6 million and $ 156.0 million as of June 30, 2025 and December 31, 2024, respectively.

These FHLB letter of credit commitments totaled $ 160.5 million and $ 156.0 million as of September 30, 2025 and December 31, 2024, respectively.

MID PENN BANCORP, INC.

5 unchanged sentences

The Riverview Notes were entered into by Riverview on October 6, 2020 with certain qualified institutional buyers and accredited institutional investors.

The Riverview Notes have a maturity date of October 15, 2030 and initially bear interest, payable semi-annually, at a fixed annual rate of 5.75 % per annum until October 15, 2025.

Commencing on that date, the interest rate applicable to the outstanding principal amount due will be reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 563 bps, payable quarterly until maturity.

Mid Penn may redeem the Riverview Notes at par, in whole or in part, at its option, anytime beginning on October 15, 2025, subject to any required regulatory approvals.

The Riverview Notes have a maturity date of October 15, 2030 and initially bear interest, payable semi-annually, at a fixed annual rate of 5.75 % per annum until October 15, 2025, at which time the interest rate will be reset quarterly to the then current three-month SOFR plus 563 bps, payable quarterly until maturity.

The Riverview Notes were redeemable beginning on October 15, 2025, and Mid Penn redeemed all of the Riverview Notes on such date.

Subordinated Debt Issued December 2020

4 unchanged sentences

The December 2020 Notes will mature on December 31, 2030 and are redeemable, in whole or in part, without premium or penalty, on any interest payment date on or after December 31, 2025 and prior to December 31, 2030, subject to any required regulatory approvals.

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 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.

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

Mid Penn has notified its regulators of its intention to redeem the December 2020 Notes on December 31, 2025.

Subordinated Debt Issued March 2020

15 unchanged sentences

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

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.

During the nine months ended September 30, 2025, Mid Penn repurchased 70,669 shares of common stock at an average price of $ 28.45 .

Of this amount, 7,857 shares were repurchased during the three months ended September 30, 2025, at an average price of $ 29.53 .

As of September 30, 2025, Mid Penn had repurchased an aggregate total of 511,391 shares of common stock under the Program at an average price of $ 23.57 per share.

The Program had approximately $ 2.9 million remaining available for repurchase as of September 30, 2025.

Dividend Reinvestment Plan

3 unchanged sentences

On May 9, 2023, shareholders approved the 2023 Stock Incentive Plan, which authorizes Mid Penn to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares.

The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Company, and replaces the 2014 Restricted Stock Plan.

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

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.

The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Corporation, and replaces the 2014 Restricted Stock Plan.

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

As of September 30, 2025, a total of 310,804 restricted shares were granted under the Plans, of which 110,436 shares were unvested.

The Plan's shares granted and vested resulted in $ 1.1 million and $ 191 thousand in share-based compensation expense for the three months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, the Plan's shares granted and vested resulted in share-based compensation expense of $ 3.8 million and $ 813 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.

3 unchanged sentences

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

In connection with the acquisition of William Penn on April 30, 2025, the Corporation 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 Corporation's common stock, of which, 134,618 stock options and 53,822 restricted stock units remained unvested as of September 30, 2025.

Compensation expense for stock options was $ 203 thousand and $ 883 thousand for the three and nine months ended September 30, 2025.

As of September 30, 2025, unrecognized compensation expense related to unvested options was $ 907

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.

Compensation expense for restricted stock awards was $ 550 thousand and $ 1.9 million for the three and nine months ended September 30, 2025.

As of September 30, 2025, unrecognized compensation cost related to unvested restricted stock was $ 1.3 million.

The assumed awards are subject to the original vesting terms and conditions included in the William Penn's stock-based compensation plan.

MID PENN BANCORP, INC.

3 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

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

6 unchanged sentences

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.

There were 8,480 stock options that were anti-dilutive for the three and nine months ended September 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.

There were no antidilutive instruments for the three and nine months ended September 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,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

2025 2024 2025 2024

Net interest income $ 53,629 $ 40,169 $ 144,344 $ 115,391

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

(Benefit)/Provision for credit losses ( 434 ) 516 2,136 1,183

Noninterest income 8,183 5,178 19,565 16,344

Noninterest expense 37,982 29,959 116,422 86,703

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

Provision for Income taxes 5,967 2,571 8,550 7,644

Net income 18,297 12,301 36,801 36,205

8 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