What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 181 added, 168 removed, 496 unchanged (41% of the section changed)

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• the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Merger;

• potential exposure to unknown or contingent risks and liabilities we have acquired, or may acquire, or target for acquisition, including in connection with the Merger;

• the ability to obtain regulatory approvals and satisfy other closing conditions to the Merger, including 1st Colonial shareholder approval;

• certain restrictions during the pendency of the proposed Merger that may impact the parties' ability to pursue certain business opportunities or strategic transactions;

• diversion of management's attention from ongoing business operations and opportunities;

• cost savings and any revenue synergies from the Merger may not be fully realized or may take longer than anticipated to be realized

• deposits attrition, customer or employee loss and/or revenue loss as a result of the proposed Merger;

• expenses related to the proposed Merger being greater than expected;

• the failure of assumptions underlying the establishment of reserves for loan and lease losses, the assessment of potential impairment of investment securities, and estimations of values of collateral and various financial assets and liabilities;

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• supply chain disruption;

• the risk factors described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC.

• the risk factors described in Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC.

The above list of factors that may affect future performance is illustrative, but by no means exhaustive.

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The following table presents a summary of Mid Penn's earnings and selected performance ratios:

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

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

(Dollars in thousands)

2025 2024 2025 2024

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3.60 % 3.13 % 3.48 % 3.07 %

Non-performing assets to total assets 0.44 % 0.19 % 0.44 % 0.19 %

Nonperforming assets to total assets 0.44 % 0.32 % 0.44 % 0.32 %

Net charge-offs to average loans (annualized) 0.008 % 0.031 % 0.074 % 0.037 %

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(2) Annualized ratios

On April 30, 2025, Mid Penn completed the acquisition of William Penn, which added total assets of $727.7 million, comprised primarily of $405.3 million of loans.

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.

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 approximately 3,506,795 shares of Mid Penn common stock, plus up to an additional 538,447 shares of Mid Penn common stock issuable upon the exercise of former William Penn stock options, for a purchase price of $103.2 million.

Additionally, on May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, which provides business, home and auto insurance throughout central and southern Pennsylvania, for a purchase price of $4.0 million.

Summary of Financial Results

• Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the three months ended June 30, 2025 was $4.8 million, or $0.22 per both common share basic and diluted, compared to earnings of $11.8 million, or $0.71 per both common share basic and diluted for the three months ended June 30, 2024.

Mid Penn's earnings for the six months ended June 30, 2025 was $18.5 million, or $0.90 per common share basic, and $0.89 per diluted common share, compared to earnings of $23.9 million, or $1.44 per both common share basic and diluted for the six months ended June 30, 2024.

◦ Net Interest Margin - For the second quarter of 2025, Mid Penn’s net interest margin was 3.44% versus 3.12% for the same period of 2024.

For the six months ended June 30, 2025, net interest margin was 3.41% versus 3.04% for the same period of 2024.

The yield on interest-earning assets for the three months ended June 30, 2025 decreased 1 basis point from the same period of 2024.

• Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the three months ended September 30, 2025 was $18.3 million, or $0.80 per basic common share and $0.79 per diluted common share, compared to earnings of $12.3 million, or $0.74 per both common share basic and diluted for the three months ended September 30, 2024.

The increase in net income per diluted share was partially offset by the higher number of shares outstanding in 2025, which contributed to the lower year-over-year EPS growth rate.

Mid Penn's earnings for the nine months ended September 30, 2025 were $36.8 million, or $1.73 per basic common share, and $1.70 per diluted common share, compared to earnings of $36.2 million, or $2.18 per both common share basic and diluted for the nine months ended September 30, 2024.

◦ Net Interest Margin - For the third quarter of 2025, Mid Penn’s net interest margin was 3.60% versus 3.13% for the same period of 2024.

For the nine months ended September 30, 2025, net interest margin was 3.48% versus 3.07% for the same period of 2024.

The yield on interest-earning assets for the three months ended September 30, 2025 increased 8 basis points from the same period of 2024.

The rate on interest-bearing liabilities decreased 48 basis points from the same period of 2024.

◦ Loan Growth - Total loans, net of une arned income, as of June 30, 2025 were $4.8 billion compared to $4.4 billion as of December 31, 2024, an increase of $389.8 million, or 8.8%.

The growth was primarily

◦ Loan Growth - Total loans, net of une arned income, as of September 30, 2025 were $4.8 billion compared to $4.4 billion as of December 31, 2024, an increase of $378.1 million, or 8.5%.

The growth was primarily driven by an increase in residential mortgage loans of $226.5 million , an increase in owner occupied commercial real estate of $76.0 million, an increase in nonowner occupied commercial real estate of $69.4 million , a $32.5 million increase in multifamily loans, and an increase in commercial and industrial loans of $18.7 million, partially offset by a $43.7 million decrease in construction loans.

Loans from the William Penn acquisition contributed $405.3 million to this increase.

◦ Deposit Growth - Total deposits increased $652.8 million, or 13.9%, from $4.7 billion at December 31, 2024, to $5.3 billion at September 30, 2025.

The growth was driven by an increase of $538.3 million in interest-bearing transaction accounts, an increase of $77.2 million in noninterest-bearing accounts, and an

MID PENN BANCORP, INC.

driven by an increase in residential mortgage loans of $212.3 million , an increase in owner occupied commercial real estate of $84.8 million, an increase in nonowner occupied commercial real estate of $91.5 million , and an increase in commercial and industrial loans of $25.2 million, partially offset by an $20.1 million decrease in multifamily loans.

William Penn acquisition loans contributed $405.3 million to this increase.

◦ Deposit Growth - Total deposits increased $759.7 million, or 16.2%, from $4.7 billion at December 31, 2024, to $5.4 billion at June 30, 2025.

The growth was driven by an increase of $453.0 million in interest-bearing transaction accounts, an increase of $208.8 million in time deposits, and a $97.9 million increase in non-interest bearing accounts.

The William Penn acquisition deposits contributed $619.8 million to this increase.

• Asset Quality - ACL-loans at June 30, 2025 was $37.6 million, or 0.78% of total loans, as compared to $35.5 million, or 0.80% of total loans at December 31, 2024.

◦ Net Charge-offs/Recoveries - Mid Penn had net charge-offs of $811 thousand and $18 thousand for the three months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025, net charge-offs were $808 thousand compared to $62 thousand for the same period of 2024.

◦ Non-performing assets - Total nonperforming assets were $28.0 million at June 30, 2025, an increase compared to nonperforming assets of $22.7 million at December 31, 2024.

The increase during the second quarter of 2025 is primarily related to the addition of two commercial real estate loans with a combined balance of $8.8 million being foreclosed in the second quarter of 2025, offset by payoffs and paydowns in the second quarter of 2025.

Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.58% at June 30, 2025, compared to 0.52% and 0.57% as of December 31, 2024 and June 30, 2024, respectively.

◦ Provision/Benefit for credit losses - loans - The provision for credit losses - loans was $2.2 million for the three months ended June 30, 2025 compared to $1.8 million for the same period of 2024.

The provision for credit losses on off-balance sheet credit exposures was $24 thousand for the three months ended June 30, 2025, compared to a benefit of $178 thousand for the same period of 2024.

The provision for credit losses on loans was $2.6 million for the six months ended June 30, 2025, an increase of $1.4 million compared to the provision for credit losses of $1.2 million for the six months ended June 30, 2024.

This increase for the six months ended June 30, 2025 was primarily due to a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition.

The provision for credit losses on off-balance sheet credit exposures was $24 thousand and $4 thousand for the three and six months ended June 30, 2025, respectively.

The increase was primarily driven by new participations in construction loans originated in the second quarter.

• Noninterest Income - Noninterest income totaled $6.1 million for the three months ended June 30, 2025 compared to $5.3 million for the same period of 2024.

The increase is primarily due to a $277 thousand increase in Fiduciary and wealth management, a $190 thousand increase in earnings from the cash surrender value of life insurance as a result of policies assumed during the William Penn acquisition, and a $219 thousand increase in other miscellaneous noninterest income, driven by a $146 thousand increase in insurance commissions and a $63 thousand increase in ATM surcharge fees.

Noninterest income totaled $11.4 million for the six months ended June 30, 2025 compared to $11.2 million for the same period of 2024.

The increase in noninterest income is primarily driven by a $285 thousand increase in fiduciary and wealth management, a $215 thousand increase in mortgage banking income, and a $180 thousand increase in earnings from the cash surrender value of life insurance as a result of policies assumed during the William Penn acquisition, offset by a $512 thousand decrease in other miscellaneous noninterest income, driven by a $1.9 million decrease in Bank-owned life insurance benefits received, partially offset by a $568 thousand increase in loan level swap fees.

increase of $37.3 million in time deposits.

Deposits from the William Penn acquisition contributed $619.8 million to this increase.

• Asset Quality - ACL-loans at September 30, 2025 were $37.3 million, or 0.77% of total loans, as compared to $35.5 million, or 0.80% of total loans at December 31, 2024.

◦ Net Charge-offs/Recoveries - Mid Penn had net charge-offs of $91 thousand and $347 thousand for the three months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, net charge-offs were $899 thousand compared to $409 thousand for the same period of 2024.

◦ Nonperforming assets - Total nonperforming assets were $27.3 million at September 30, 2025, an increase compared to nonperforming assets of $22.7 million at December 31, 2024.

The increase during 2025 was primarily related to the addition of two commercial real estate loans with a combined balance of $8.8 million being foreclosed in the second quarter of 2025, offset by payoffs and paydowns in the third quarter of 2025.

Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.68% of total loans at September 30, 2025, compared to 0.52% and 0.61% as of December 31, 2024 and September 30, 2024, respectively.

◦ Provision/Benefit for credit losses - loans - The benefit for credit losses - loans was $187 thousand for the three months ended September 30, 2025 compared to a provision of $621 thousand for the same period of 2024.

The benefit for credit losses on off-balance sheet credit exposures was $247 thousand for the three months ended September 30, 2025, compared to $105 thousand for the same period of 2024.

The provision for credit losses on loans was $2.4 million for the nine months ended September 30, 2025, an increase of $595 thousand compared to the provision for credit losses of $1.8 million for the nine months ended September 30, 2024.

This increase for the nine months ended September 30, 2025 was primarily due to a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition, offset by lower loan balances as a result of an increase in observed prepayment speeds.

The benefit for credit losses on off-balance sheet credit exposures was $247 thousand and $243 thousand for the three and nine months ended September 30, 2025, respectively.

• Noninterest Income - Noninterest income totaled $8.2 million for the three months ended September 30, 2025 compared to $5.2 million for the same period of 2024.

The increase is primarily due to a $329 thousand increase in earnings from the cash surrender value of life insurance, a $245 thousand increase in mortgage banking, a $136 thousand increase in fiduciary and wealth management, and a $2.2 million increase in other miscellaneous noninterest income, driven by $534 thousand in recoveries on loans previously acquired in business combinations.

These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.

This increase also includes a $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, a $384 thousand increase in insurance commissions, a $341 thousand increase in loan level swap fees, and a $279 thousand increase in swap cancellation gains tied to eliminated brokered deposits.

MID PENN BANCORP, INC.

• Noninterest Expense - Noninterest expense totaled $47.8 million for the three months ended June 30, 2025, an increase of $19.6 million, or 69.4%, compared to noninterest expense of $28.2 million for the same period of 2024.

Merger and acquisition expenses increased $11.0 million for the three months ended June 30, 2025 compared to the same period in 2024.

This includes $10.5 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.

Salaries and employee benefits increased $5.2 million for the three months ended June 30, 2025 compared to the same period in 2024.

The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $2.0 million that were recognized during the second quarter of 2025.

(Future expected compensation expense related to these awards is approximately $753 thousand for the third quarter of 2025 and $2.2 million over the remaining vesting periods);

(ii) the retail staff additions at the twelve retail locations added through the William Penn acquisition;

and (iii) the retention of various William Penn team members through the completion of systems integration, which occurred on June 20, 2025.

Software licensing and utilization costs increased $1.1 million for the three months ended June 30, 2025 compared to the same period in 2024.

Noninterest income totaled $19.6 million for the nine months ended September 30, 2025 compared to $16.3 million for the same period of 2024.

The increase in noninterest income was primarily driven by a $509 thousand increase in earnings from the cash surrender value of life insurance, a $460 thousand increase in mortgage banking, a $421 thousand increase in fiduciary and wealth management, and a $1.7 million increase in other noninterest income, driven by $534 thousand in recoveries on loans previously acquired in business combinations.

This increase also includes a $909 thousand increase in loan level swap fees, a $810 thousand increase in insurance commissions, a $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, and a $279 thousand in swap cancellation gains tied to eliminated brokered deposits, partially offset by a $1.8 million decrease in bank owned life insurance benefits received.

• Noninterest Expense - Noninterest expense totaled $38.0 million for the three months ended September 30, 2025, an increase of $8.0 million, or 26.8%, compared to noninterest expense of $30.0 million for the same period of 2024.

Salaries and benefits increased $4.8 million for the three months ended September 30, 2025 compared to the same period in 2024.

The increase is attributable to equity-based compensation expense for stock options and restricted stock awards totaling $753 thousand that were recognized during the third quarter of 2025 (future expected compensation expense related to these awards is approximately $2.2 million over the remaining vesting periods) and the retail staff additions at the twelve retail locations added through the William Penn acquisition.

Software licensing and utilization costs increased $944 thousand for the three months ended September 30, 2025 compared to the same period in 2024.

The increase reflects additional costs to (i) license the additional William Penn branches;

and (ii) upgrades to internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.

in software licensing, an increase in merger and acquisition expenses, and a $504 thousand increase in occupancy expenses.

Noninterest expense totaled $78.4 million for the six months ended June 30, 2025 compared to $56.7 million for the same period of 2024.

Merger and acquisition expenses increased $11.3 million for the six months ended June 30, 2025, which includes $11.2 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.

Salaries and benefits increased $6.1 million for the six months ended June 30, 2025, compared to the same period in 2024, largely driven by the same Q2 items noted above, including $2.0 million in equity compensation, staff additions from the William Penn acquisition, and retention of key personnel through integration.

Software licensing and utilization costs increased $1.5 million for the six months ended June 30, 2025, compared to the same period in 2024, reflecting the same Q2 drivers noted above.

Occupancy expenses increased $827 thousand for the three months ended September 30, 2025, compared to the same period in 2024.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

Noninterest expense totaled $116.4 million for the nine months ended September 30, 2025 compared to $86.7 million for the same period of 2024.

Merger and acquisition expenses increased $11.4 million for the nine months ended September 30, 2025, which includes $11.2 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.

Salaries and benefits increased $10.9 million for the nine months ended September 30, 2025, compared to the same period in 2024, largely driven by the same Q3 items noted above, including $2.0 million in equity compensation and staff additions from the William Penn acquisition.

Software licensing and utilization costs increased $2.5 million for the nine months ended September 30, 2025, compared to the same period in 2024, reflecting the same Q3 drivers noted above.

These include the onboarding of newly acquired William Penn branches, investments in IT infrastructure and cybersecurity.

Occupancy expenses increased $796 thousand for the six months ended June 30, 2025, compared to the same period in 2024.

Occupancy expenses increased $1.6 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

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These estimates require management’s most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Management of the Corporation considers the accounting judgments relating to the allowance for credit losses, business combinations, and goodwill impairment to be the accounting area that requires the most subjective and complex judgments.

Management of the Corporation considers the accounting judgments relating to the allowance for credit losses, business combinations, and goodwill impairment to be the accounting areas that require the most subjective and complex judgments.

There have been no material changes to Mid Penn's critical accounting estimates as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024.

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For the Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

(Dollars in thousands) Average Balance Interest Yield/

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MID PENN BANCORP, INC.

The following table summarizes the changes in interest income and interest expense resulting from changes in average balances, volume, and changes in rates for the three months ended June 30, 2025 in comparison to the same period in 2024:

The following table summarizes the changes in interest income and interest expense resulting from changes in average balances, volume, and changes in rates for the three months ended September 30, 2025 in comparison to the same period in 2024:

Three months ended

June 30, 2025 vs.

June 30, 2024

September 30, 2025 vs.

September 30, 2024

Increase (decrease)

(Dollars in thousands) Volume Rate Net

(In thousands) Volume Rate Net

INTEREST INCOME:

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Loans 6,170 2,012 8,182

Restricted Investment Bank Stocks (252) (123) (375)

Restricted investment in bank stocks (210) (132) (342)

Total Interest Income 10,414 2,611 13,025

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NET INTEREST INCOME $ 6,841 $ 6,619 $ 13,460

For the three months ended June 30, 2025, net interest income was $48.2 million compared to net interest income of $38.8 million for the three months ended June 30, 2024.

The tax-equivalent net interest margin for the three months ended June 30, 2025 was 3.44% compared to 3.12% for the second quarter of 2024, representing a 32 bp increase compared to the same period in 2024.

The yield on interest-earning assets remained relatively flat at 5.69% for the quarter ended June 30, 2025.

However we continue to see increases in interest income on loans and Federal Funds Sold due to higher balances from prior quarters.

Average investment securities increased $43.9 million and the yield on those investment securities increased 33 bps during the second quarter of 2025 compared to the second quarter of 2024, increasing interest income $320 thousand due to volume, and $522 thousand due to rates.

Average loans increased $371.3 million, and the yield on those loans increased 5 bps, contributing $5.7 million and $721 thousand, respectively, to the increase in interest income.

Interest expense decreased $659 thousand during the second quarter of 2025 compared to the second quarter of 2024.

The rate of interest-bearing liabilities decreased from 3.28% for the second quarter of 2024 to 2.89% for the second quarter of 2025.

The decrease in the rate was primarily a result of a decrease in short-term borrowings, a decrease in long term debt, and a decrease in time deposits.

For the three months ended September 30, 2025, net interest income was $53.6 million compared to net interest income of $40.2 million for the three months ended September 30, 2024.

The tax-equivalent net interest margin for the three months ended September 30, 2025 was 3.60% compared to 3.13% for the third quarter of 2024, representing a 47 bp increase compared to the same period in 2024.

The yield on interest-earning assets increased to 5.81% for the quarter ended September 30, 2025 from 5.73% for the quarter ended September 30, 2024.

We continue to see increases in interest income on loans and Federal funds sold due to higher balances from prior quarters.

Average investment securities increased $171.4 million and the yield on those investment securities increased 83 bps during the third quarter of 2025 compared to the third quarter of 2024, increasing interest income $1.2 million due to volume, and $1.6 million due to rates.

Average loans increased $398.2 million, and the yield on those loans increased 15 bps, contributing $6.2 million and $2.0 million, respectively, to the increase in interest income.

Interest expense decreased $435 thousand during the third quarter of 2025 compared to the third quarter of 2024.

The rate of interest-bearing liabilities decreased from 3.30% for the third quarter of 2024 to 2.82% for the third quarter of 2025.

The decrease in the rate was primarily a result of a decrease in short-term borrowings, and a decrease in time deposits.

Mid Penn continued to offer higher rates over the comparable period to both retain and attract deposits.

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Average Balances, Income and Interest Rates on a Taxable-Equivalent Basis

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(Dollars in thousands) Average Balance Interest Yield/

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MID PENN BANCORP, INC.

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances, volume, and changes in rates for the six months ended June 30, 2025 in comparison to the same period in 2024:

Six Months Ended

June 30, 2025 vs.

June 30, 2024

(Dollars in thousands) Increase (decrease)

The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances, volume, and changes in rates for the nine months ended September 30, 2025 in comparison to the same period in 2024:

Nine Months Ended

September 30, 2025 vs.

September 30, 2024

(In thousands) Increase (decrease)

Volume Rate Net

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Loans, net of unearned income 14,180 3,676 17,856

Restricted Investment Bank Stocks (411) (53) (464)

Restricted investment in bank stocks (641) (165) (806)

Total Interest Income 21,407 3,952 25,359

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NET INTEREST INCOME $ 15,699 $ 13,254 $ 28,953

For the six months ended June 30, 2025, net interest income was $90.7 million compared to net interest income of $75.2 million for the six months ended June 30, 2024.

FTE net interest income was $91.2 million for the six months ended June 30, 2025, an increase of $15.5 million, or 20.4%, compared to the same period of June 30, 2024.

Mid Penn’s FTE net interest margin for the six months ended June 30, 2025 was 3.41% compared to 3.04% for the same period of June 30, 2024, representing a 36 bp increase compared to the same period in 2024, primarily a result of a decrease in short-term borrowings, a decrease in long term debt, and a decrease in time deposits.

For the nine months ended September 30, 2025, net interest income was $144.3 million compared to net interest income of $115.4 million for the nine months ended September 30, 2024.

FTE net interest income was $145.1 million for the nine months ended September 30, 2025, an increase of $28.9 million, or 24.9%, compared to the same period in 2024.

Mid Penn’s FTE net interest margin for the nine months ended September 30, 2025 was 3.48% compared to 3.07% for the same period in 2024, representing a 41 bp increase, primarily a result of a decrease in short-term borrowings, a decrease in long-term debt, and a decrease in time deposits.

The higher yields and the growth in interest-earning assets contributed $4.0 million and $21.4 million, respectively, to the increase in interest income.

The yield on interest-earning assets increased 7 bps to 5.67% for the six months ended June 30, 2025 compared to 5.60% for the same period of 2024.

Average interest-earning assets increased $10.9 million, or 7.8%, during the six months ended June 30, 2025 compared to the same period of 2024.

Average investment securities increased $33.9 million, or 5.5%, and the yield on those investment securities increased 28 bps, contributing $500 thousand and $823 thousand, respectively, to interest income.

Average loans increased $269.3

The yield on interest-earning assets increased 8 bps to 5.72% for the nine months ended September 30, 2025 compared to 5.64% for the same period of 2024.

Average interest-earning assets increased $22.4 million, or 10.5%, during the nine months ended September 30, 2025 compared to the same period of 2024.

Average investment securities increased $80.3 million, or 13.1%, and the yield on those investment securities increased 49 bps during the nine months ended September 30, 2025, contributing $1.7 million and $2.4 million, respectively, to interest income.

Average loans increased $312.8 million, and the yield on those loans increased 11 bps contributing $14.2 million and $3.7 million, respectively, to the increase in interest income.

MID PENN BANCORP, INC.

million, and the yield on those loans increased 9 bps contributing $8.0 million and $1.6 million, respectively, to the increase in interest income.

Interest expense decreased $3.2 million during the first six months of 2025 compared to the same period of 2024.

The rate of interest-bearing liabilities decreased from 3.26% for the first six months of 2024 to 2.91% for the first six months of 2025.

The decrease in the rate was driven by the Bank lowering rates in response to the Federal Reserve interest rate cuts in the third and fourth quarters of 2024..

The rate on average interest-bearing deposits decreased 35 bps, reducing interest expense by $3.8 million during the six months ended June 30, 2025 compared to the same period in 2024.

In addition, average short-term borrowings decreased to $16.1 million, deducting $7.4 million to interest expense during the six months ended June 30, 2025 compared to the same period in 2024.

Interest expense decreased $3.6 million during the first nine months of 2025 compared to the same period of 2024.

The rate on interest-bearing liabilities decreased from 3.27% for the first nine months of 2024 to 2.88% for the first nine months of 2025.

The decrease in the rate was driven by the Bank lowering rates in response to the Federal Reserve interest rate cuts in 2024.

The rate on average interest-bearing deposits decreased 39 bps, reducing interest expense by $7.8 million during the nine months ended September 30, 2025 compared to the same period in 2024.

In addition, average short-term borrowings decreased to $10.7 million, deducting $9.7 million from interest expense during the nine months ended September 30, 2025 compared to the same period in 2024.

Provision for Credit Losses - Loans

The provision for credit losses on loans was $2.2 million for the three months ended June 30, 2025 compared to $1.8 million for the three months ended June 30, 2024.

The increase in provision was driven by a $2.3 million reserve established for non-PCD (Purchased Credit Deteriorated) loans acquired in the William Penn acquisition, offset by a decrease in concentration risk across the non owner-occupied commercial real estate and multifamily portfolios.

The provision for credit losses on loans was $2.6 million for the six months ended June 30, 2025 compared to a provision of $1.2 million for the same period in 2024.

The increase in provision was primarily driven by a $2.3 million reserve established for non-PCD loans acquired in the William Penn acquisition, offset by an $866 thousand decrease in reserve required for individually analyzed loans.

For the three months ended June 30, 2025, noninterest income totaled $6.1 million, an increase of $814 thousand, or 15.3%, compared to noninterest income of $5.3 million for the three months ended June 30, 2024.

The increase is primarily due to a $277 thousand increase in fiduciary and wealth management, a $190 thousand increase in earnings from the cash surrender value of life insurance as a result of policies assumed during the William Penn acquisition, and a $219 thousand increase in other miscellaneous noninterest income, driven by a $146 thousand increase in insurance commissions and a $63 thousand increase in ATM surcharge fees.

The benefit for credit losses on loans was $187 thousand for the three months ended September 30, 2025 compared to a provision of $621 thousand for the three months ended September 30, 2024.

The decrease in provision was primarily driven by lower loan balances as a result of an increase in observed prepayment speeds.

The provision for credit losses on loans was $2.4 million for the nine months ended September 30, 2025 compared to a provision of $1.8 million for the same period in 2024.

The increase in provision was primarily driven by a $2.3 million reserve established for non-PCD loans acquired in the William Penn acquisition, partially offset by lower loan balances as a result of an increase in observed prepayment speeds.

Noninterest Income

For the three months ended September 30, 2025, noninterest income totaled $8.2 million, an increase of $3.0 million, or 58.0%, compared to noninterest income of $5.2 million for the three months ended September 30, 2024.

The increase is primarily due to a $329 thousand increase in earnings from the cash surrender value of life insurance, a $245 thousand increase in mortgage banking, a $136 thousand increase in fiduciary and wealth management, and a $2.2 million increase in other miscellaneous noninterest income, driven by a $909 thousand increase in loan level swap fees and a $534 thousand increase in recoveries on loans previously acquired in business combinations.

This increase also includes a $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, and $279 thousand in swap cancellation gains tied to eliminated brokered deposits.

The following table and explanations that follow provide additional analysis of noninterest income:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

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Mortgage banking 1,013 768 245 31.9

Mortgage hedging (7) — (7) 100.0

Mortgage hedging 50 (1) 51 N/M

Net gain on sales of SBA loans — 151 (151) (100.0)

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Total $ 8,183 $ 5,178 $ 3,005 58.0 %

For the nine months ended September 30, 2025, noninterest income totaled $19.6 million, an increase of $3.2 million, or 19.7%, compared to noninterest income of $16.3 million for the nine months ended September 30, 2024.

MID PENN BANCORP, INC.

Six Months Ended June 30,

Nine Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

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Total $ 19,565 $ 16,344 $ 3,221 19.7 %

For the six months ended June 30, 2025, noninterest income totaled $11.4 million, an increase of $216 thousand, or 1.9%, compared to noninterest income of $11.2 million for the six months ended June 30, 2024.

Noninterest Expense

For the three months ended June 30, 2025, noninterest expense totaled $47.8 million, an increase of $19.6 million, or 69.4%, compared to noninterest expense of $28.2 million for the same period in 2024.

Merger and acquisition expenses increased $11.0 million, which includes $10.5 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.

Salaries and benefits increased $5.2 million for the three months ended June 30, 2025 compared to the same period in 2024.

The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $2.0 million that were recognized during the second quarter of 2025.

(Future expected compensation expense related to these awards is approximately $753 thousand for the third quarter of 2025 and $2.2 million over the remaining vesting periods);

(ii) the retail staff additions at the twelve retail locations added through the William Penn acquisition;

and (iii) the retention of various William Penn team members through the completion of systems integration, which occurred on June 20, 2025.

Software licensing and utilization costs increased $1.1 million compared to the same period in 2024.

For the three months ended September 30, 2025, noninterest expense totaled $38.0 million, an increase of $8.0 million, or 26.8%, compared to noninterest expense of $30.0 million for the same period in 2024.

Salaries and benefits increased $4.8 million for the three months ended September 30, 2025 compared to the same period in 2024.

Software licensing and utilization costs increased $944 thousand for the three months ended September 30, 2025 compared to the same period in 2024.

The increase reflects additional costs to (i) license the additional William Penn branches;

and (ii) upgrades to internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.

MID PENN BANCORP, INC.

Occupancy expenses increased $827 thousand for the three months ended September 30, 2025, compared to the same period in 2024.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

The following table and explanations that follow provide additional analysis of noninterest expense:

Three Months Ended June 30,

Three Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

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FDIC Assessment 422 1,150 (728) (63.3)

Gain on sale of foreclosed assets, net — 42 (42) (100.0)

Loss/(gain) on sale of foreclosed assets, net 471 (35) 506 (1445.7)

Merger and acquisition expense 233 109 124 113.8

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Total Noninterest Expense $ 37,982 $ 29,959 $ 8,023 26.8 %

For the six months ended June 30, 2025, noninterest expense totaled $78.4 million, an increase of $21.7 million, or 38.2%, compared to noninterest expense of $56.7 million for the six months ended June 30, 2024.

Software licensing and utilization costs increased $1.5 million for the six months ended June 30, 2025, compared to the same period in 2024, reflecting the same Q2 drivers noted above.

These include the onboarding of newly acquired William Penn branches, investments in IT infrastructure and cybersecurity.

Occupancy expenses increased $796 thousand for the six months ended June 30, 2025, compared to the same period in 2024.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

MID PENN BANCORP, INC.

Six Months Ended June 30,

For the nine months ended September 30, 2025, noninterest expense totaled $116.4 million, an increase of $29.7 million, or 34.3%, compared to noninterest expense of $86.7 million for the nine months ended September 30, 2024.

Salaries and benefits increased $10.9 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $2.8 million that were recognized in the nine months ended September 30, 2025;

(ii) the retail staff additions at the twelve retail locations added through the William Penn acquisition;

and (iii) the retention of various William Penn team members through the completion of systems integration, which occurred on June 20, 2025.

Software licensing and utilization costs increased $2.5 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase reflects additional costs to (i) license the additional William Penn branches;

and (ii) upgrades to internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.

Occupancy expenses increased $1.6 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

Nine Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

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FDIC Assessment 2,406 3,327 (921) (27.7)

Gain on sale of foreclosed assets, net (28) 42 (70) (166.7)

Loss on sale of foreclosed assets, net 443 7 436 6228.6

Merger and acquisition expense 11,558 109 11,449 N/M

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Total Noninterest Expense $ 116,422 $ 86,703 $ 29,719 34.3 %

The benefit for income taxes was $480 thousand for the three months ended June 30, 2025 compared to a provision of $2.5 million for the same period in 2024.

The benefit for income taxes for the six months ended June 30, 2025 reflects a combined Federal and State effective tax rate of 12.2% and 17.5%, for the six months ended June 30, 2025 and June 30, 2024, respectively.

The provision for income taxes was $6.0 million for the three months ended September 30, 2025 compared to $2.6 million for the same period in 2024.

The provision for income taxes was $8.6 million and $7.6 million for the nine months ended September 30, 2025 and 2024, respectively.

The provision for income taxes for the nine months ended September 30, 2025 and 2024 reflects a combined Federal and State effective tax rate of 18.9% and 17.4%, respectively.

Generally, Mid Penn’s effective tax rate is below the federal statutory rate due to earnings on tax-exempt loans, investments, and earnings from the cash surrender value of life insurance, as well as the impact of federal income tax credits, including those awarded from Mid Penn’s low-income housing investments.

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Mid Penn currently anticipates that future earnings will be adequate to fully realize the currently recorded deferred tax assets.

MID PENN BANCORP, INC.

July 4, 2025, the President signed H.R.

1, the “One Big Beautiful Bill Act,” into law.

The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

These changes did not have a material impact on the Company’s federal income tax expense or liability for the three and nine month periods ended September 30, 2025.

The Company is currently evaluating the impact on future periods.

Financial Condition

Mid Penn’s total assets were $6.4 billion as of June 30, 2025, reflecting an increase of $883.6 million, or 16.2%, compared to total assets of $5.5 billion as of December 31, 2024.

The increase was primarily driven by an increase in loans as a result of the William Penn acquisition, an increase in available for sale investment securities, and an increase in Fed Funds Sold.

Mid Penn’s total assets were $6.3 billion as of September 30, 2025, reflecting an increase of $796.4 million, or 14.6%, compared to total assets of $5.5 billion as of December 31, 2024.

The increase was primarily driven by an increase in loans as a result of the William Penn acquisition, an increase in available for sale investment securities, and an increase in Federal funds sold.

Investment Securities

Mid Penn’s investment portfolio is utilized primarily to support overall liquidity and interest rate risk management, to provide collateral supporting pledging requirements for public funds on deposit, and to generate additional interest income within reasonable risk parameters.

The carrying value of total investment securities as of June 30, 2025 were $768.8 million compared to $642.9 million as of December 31, 2024.

Mid Penn does not intend to grow the investment portfolio beyond levels necessary to support pledging requirements.

MID PENN BANCORP, INC.

The carrying value of total investment securities as of September 30, 2025 was $781.4 million compared to $642.9 million as of December 31, 2024.

Mid Penn does not intend presently to grow the investment portfolio beyond levels necessary to support pledging requirements.

The following table presents the expected maturities of the investment portfolio and the weighted average yields (calculated based on historical cost):

(In Thousands) One Year

(Dollars in thousands) One Year

and Less After One Year

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Thru Ten Years After Ten

As of June 30, 2025 Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield

As of September 30, 2025 Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield

Available for sale securities, at fair value:

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$ 21,753 2.40 % $ 146,405 2.07 % $ 145,686 2.19 % $ 40,250 2.14 %

Loans, net of unearned income

Total loans, net of unearned income, as of June 30, 2025 were $4.8 billion compared to $4.4 billion as of December 31, 2024.

The growth of $389.8 million, or 8.8%, since December 31, 2024 was primarily the result of the addition of William Penn acquisition loans of $405.3 million.

MID PENN BANCORP, INC.

June 30, 2025 December 31, 2024 Change in Balance

Loans, net of unearned income

Total loans, net of unearned income, as of September 30, 2025 were $4.8 billion compared to $4.4 billion as of December 31, 2024.

The growth of $378.1 million, or 8.5%, since December 31, 2024 was primarily the result of the addition of loans from the William Penn acquisition of $405.3 million.

September 30, 2025 December 31, 2024 Change in Balance

(Dollars in thousands) Balance % of Total Loans Balance % of Total Loans $ %

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The following table presents the commercial real estate portfolio by property type along with the weighted average loan to value:

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

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

Commercial Real Estate Balance % of portfolio Weighted Average LTV (2)

Balance % of portfolio Weighted Average LTV (2)

Owner Occupied (1) $ 708,782 26.5 % N/A $ 624,007 24.8 % N/A

Farmland (1) 227,953 8.5 N/A 224,709 8.9 N/A

Owner Occupied (1)

$ 700,019 26.0 % N/A $ 624,007 24.8 % N/A

224,423 8.3 N/A 224,709 8.9 N/A

Multifamily 445,412 16.6 55.1 412,900 16.4 63.8

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(In Thousands)

As of June 30, 2025 One Year

As of September 30, 2025 One Year

and Less One to

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Dollars in thousands) 2025 2024 2025 2024

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Recoveries of loans previously charged off 40 17 156 67

Net recoveries/(charge-offs) (811) (18) (808) (62)

Provision/(benefit) for credit losses - loans (1)

Net charge-offs (91) (347) (899) (409)

(Benefit)/provision for credit losses - loans (1)

(187) 621 2,379 1,784

Balance, end of period $ 37,337 $ 35,562 $ 37,337 $ 35,562

Ratio of net (recoveries)/charge-offs to average loans outstanding (annualized) 0.069 % 0.002 % 0.035 % 0.003 %

Ratio of net charge-offs to average loans outstanding (annualized) 0.008 % 0.031 % 0.026 % 0.013 %

Ratio of ACL - loans to net loans at end of period 0.77 % 0.80 % 0.77 % 0.80 %

(1) Includes a $2.3 million initial provision related to non-PCD loans acquired in the William Penn acquisition in the second quarter of 2025.

(1) Includes a $2.3 million initial provision related to non-PCD loans from the William Penn acquisition in the second quarter of 2025.

MID PENN BANCORP, INC.

The following table presents the change in nonperforming asset categories as of June 30, 2025, December 31, 2024, and June 30, 2024.

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

Non-performing Assets:

Total non-accrual loans $ 18,216 $ 22,610 $ 9,999

The following table presents the change in nonperforming asset categories as of September 30, 2025, December 31, 2024, and September 30, 2024.

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

Nonperforming Assets:

Total nonaccrual loans $ 17,957 $ 22,610 $ 17,380

Foreclosed real estate 9,346 44 281

Total non-performing assets 28,032 22,654 10,440

Total nonperforming assets 27,303 22,654 17,661

Accruing loans 90 days or more past due 160 — 1

Total risk elements $ 27,463 $ 22,654 $ 17,662

Non-accrual loans as a percentage of total loans outstanding 0.38 % 0.51 % 0.23 %

Non-performing assets as a percentage of total loans outstanding and foreclosed real estate 0.58 % 0.51 % 0.24 %

Ratio of ACL-loans to non-performing loans 206.49 % 157.07 % 352.92 %

Total nonperforming assets were $28.0 million at June 30, 2025, an increase compared to nonperforming assets of $22.7 million at December 31, 2024.

Nonaccrual loans as a percentage of total loans outstanding 0.37 % 0.51 % 0.39 %

Nonperforming assets as a percentage of total loans outstanding and foreclosed real estate 0.57 % 0.51 % 0.40 %

Ratio of ACL-loans to nonperforming loans 207.92 % 157.07 % 204.61 %

Total nonperforming assets were $27.3 million at September 30, 2025, an increase compared to nonperforming assets of $22.7 million at December 31, 2024.

The increase during the year ended September 30, 2025 was primarily related to the addition of two commercial real estate loans with a combined balance of $8.8 million with respect to which foreclosure proceedings commenced in the second quarter of 2025, offset by payoffs and paydowns in the third quarter of 2025.

Mid Penn evaluates goodwill annually for impairment unless events occur which indicate that impairment is possible:

a triggering event.

At June 30, 2025, Mid Penn had goodwill of $135.5 million and Mid Penn's stock continues to trade below book value, warranting additional analysis.

Management has reviewed actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among others.

At September 30, 2025, Mid Penn had goodwill of $136.6 million and Mid Penn's common stock continues to trade below book value, warranting additional analysis.

In connection with such analysis, management has reviewed actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among others.

Management has not noted any factors which would indicate that an additional impairment test is necessary.

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Mid Penn's annual impairment test is scheduled to be conducted as of October 31, 2025.

Total deposits increased $759.7 million, or 16.2%, from $4.7 billion on December 31, 2024, to $5.4 billion at June 30, 2025.

The growth was driven by a $453.0 million increase in interest bearing accounts, and a $97.9 million increase in noninterest bearing accounts, offset by a $208.8 million increase in time deposits.

These increases were partially driven by William Penn acquisition deposits of $619.8 million

Total deposits increased $652.8 million, or 13.9%, from $4.7 billion on December 31, 2024, to $5.3 billion at September 30, 2025.

The growth was driven by a $538.3 million increase in interest-bearing accounts, a $77.2 million increase in noninterest-bearing accounts, and a $37.3 million increase in time deposits.

These increases were primarily driven by deposits from the William Penn acquisition of $619.8 million.

MID PENN BANCORP, INC.

Average balances and average interest rates applicable to deposits by major classification:

June 30, 2025 December 31, 2024 Change

September 30, 2025 December 31, 2024 Change

(Dollars in thousands) Balance Rate Balance Rate $ %

5 unchanged sentences

$ 5,106,083 2.41 % $ 4,513,008 2.58 % $ 593,075 13.14 %

As of June 30, 2025, uninsured deposits were approximately $1.6 billion compared to $1.4 billion as of December 31, 2024.

The maturities of the uninsured time deposits as of June 30, 2025 were as follows:

As of September 30, 2025, uninsured deposits were approximately $1.0 billion compared to $1.4 billion as of December 31, 2024.

The maturities of the uninsured time deposits as of September 30, 2025 were as follows:

(In thousands) 2025

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The decrease in short-term borrowings was driven by our objective to maintain a strong unencumbered liquid assets ratio, ensuring the availability of high-quality liquidity to meet potential near-term obligations.

Total long-term borrowings were $23.4 million at June 30, 2025, a decrease of $229 thousand from December 31, 2024.

Total long-term borrowings were $23.3 million at September 30, 2025, a decrease of $345 thousand from December 31, 2024.

Mid Penn’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and to provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk.

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The Consolidated Statements of Cash Flows provide additional information.

Mid Penn’s operating activities during the six months ended June 30, 2025 provided $40.5 million of cash, mainly due to net income.

Cash used in investing activities during the six months ended June 30, 2025 was $102.8 million, mainly the result of the net increase in loans.

Cash provided by financing activities during the six months ended June 30, 2025 totaled $123.0 million, primarily the result of an increase in net deposits.

Mid Penn’s operating activities during the nine months ended September 30, 2025 provided $66.8 million of cash, mainly due to net income.

Cash used in investing activities during the nine months ended September 30, 2025 was $105.3 million, mainly the result of net cash received from acquisitions, proceeds from the maturity or call of investment securities and the net increase in loans, offset by purchases of available-for-sale securities.

Cash provided by financing activities during the nine months ended September 30, 2025 totaled $14.5 million, primarily the result of an increase in net deposits, offset by common stock dividends paid.

Regulatory Capital

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The minimum capital to risk-weighted assets requirements, including the capital conservation buffers, which became effective for Mid Penn and the Bank on January 1, 2016, are illustrated below.

At June 30, 2025, regulatory capital ratios for both Mid Penn and the Bank met the definition of a "well-capitalized" institution under the regulatory framework for prompt corrective action and exceeded the minimum capital requirements under Basel III.

Mid Penn maintained the following regulatory capital ratios in comparison to regulatory requirements:

June 30, 2025 December 31, 2024 Regulatory Minimum for Capital Adequacy Fully Phased-In, with Capital Conversation Buffers

September 30, 2025 December 31, 2024 Regulatory Minimum for Capital Adequacy Fully Phased-In, with Capital Conversation Buffers

Total Risk-Based Capital (to Risk-Weighted Assets) 15.50 % 13.98 % 10.50 % 4.00 %

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Tier I Leverage Capital (to Average Assets) 10.40 9.98 4.00 10.50

As of June 30, 2025 and December 31, 2024, Mid Penn and the Bank met all capital adequacy requirements and the Bank was considered "well-capitalized".

As of September 30, 2025 and December 31, 2024, regulatory capital ratios for both Mid Penn and the Bank met the definition of a "well-capitalized" institution under the regulatory framework for prompt corrective action and exceeded the minimum capital requirements under Basel III.

However, future changes in regulations could increase capital requirements and may have an adverse effect on capital resources.

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Accordingly, capital management practices have been, and will continue to be, of paramount importance to Mid Penn.

Shareholders’ equity increased by $120.7 million, or 18.4%, from $655.0 million as of December 31, 2024 to $775.7 million as of June 30, 2025, primarily due to common stock issued to William Penn shareholders in the amount of $99.7 million and year to date earnings of $18.5 million.

Shareholders’ equity increased by $141.3 million, or 21.6%, from $655.0 million as of December 31, 2024 to $796.3 million as of September 30, 2025, primarily due to common stock issued to William Penn shareholders in the amount of $99.7 million and year to date earnings of $36.8 million.

MID PENN BANCORP, INC.

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 2. Management’s Discussion and Analysis