Item 1. Financial Statements
ITEM 1 – FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except per share data) September 30, 2025 December 31, 2024
ASSETS
Cash and due from banks $ 18,013 $ 37,002
Interest-bearing balances with other financial institutions 24,736 14,490
Federal funds sold 214,420 19,072
Total Cash and cash equivalents 257,169 70,564
Investment securities:
HTM, at amortized cost (fair value $ 325,606 and $ 340,648 , respectively)
354,094 382,447
AFS, at fair value (amortized cost $ 439,853 and $ 284,770 , respectively)
427,352 260,477
Equity securities, at fair value 442 428
Loans held for sale, at fair value 6,085 7,064
Loans, net of unearned income 4,821,134 4,443,070
Less: ACL - Loans ( 37,337 ) ( 35,514 )
Net loans 4,783,797 4,407,556
Premises and equipment, net 48,491 38,806
Operating lease right of use asset 15,700 7,699
Finance lease right of use asset 2,413 2,548
Cash surrender value of life insurance 95,015 51,521
Restricted investment in bank stocks 6,737 7,461
Accrued interest receivable 29,705 26,846
Deferred income taxes 27,475 22,747
Goodwill 136,620 128,160
Core deposit and other intangibles, net 15,586 6,242
Foreclosed assets held for sale 9,346 44
Other assets 51,322 50,326
Total Assets $ 6,267,349 $ 5,470,936
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 836,374 $ 759,169
Interest-bearing transaction accounts 2,858,082 2,319,753
Time 1,648,264 1,611,005
Total Deposits 5,342,720 4,689,927
Short-term borrowings — 2,000
Long-term debt 23,258 23,603
Subordinated debt 37,149 45,741
Operating lease liability 15,973 8,092
Accrued interest payable 16,460 13,484
Other liabilities 35,466 33,071
Total Liabilities 5,471,026 4,815,918
Shareholders' Equity:
Common stock, par value $ 1.00 per share; 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
Additional paid-in capital 588,405 480,491
Retained earnings 205,320 181,597
Accumulated other comprehensive loss ( 8,907 ) ( 16,825 )
Treasury stock, at cost; 511,391 shares at September 30, 2025 and 440,722 at December 31, 2024
( 12,046 ) ( 10,042 )
Total Shareholders’ Equity 796,323 655,018
Total Liabilities and Shareholders' Equity $ 6,267,349 $ 5,470,936
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2025 2024 2025 2024
INTEREST INCOME
Loans, including fees $ 76,262 $ 68,080 $ 215,268 $ 197,412
Investment securities:
Taxable 6,614 4,136 15,711 12,319
Tax-exempt 331 359 1,023 1,106
Other interest-bearing balances 196 223 476 973
Federal funds sold 3,463 1,043 6,152 1,461
Total Interest Income 86,866 73,841 238,630 213,271
INTEREST EXPENSE
Deposits 32,631 30,689 91,876 85,484
Short-term borrowings — 2,296 376 10,066
Long-term and subordinated debt 606 687 2,034 2,330
Total Interest Expense 33,237 33,672 94,286 97,880
Net Interest Income 53,629 40,169 144,344 115,391
(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
NONINTEREST INCOME
Fiduciary and wealth management 1,340 1,204 3,886 3,465
ATM debit card interchange 1,019 962 2,896 2,880
Service charges on deposits 647 549 1,861 1,597
Mortgage banking 1,013 768 2,280 1,820
Mortgage hedging 50 ( 1 ) 34 ( 1 )
Net gain on sales of SBA loans — 151 120 332
Earnings from cash surrender value of life insurance 605 276 1,370 861
Other 3,509 1,269 7,118 5,390
Total Noninterest Income 8,183 5,178 19,565 16,344
NONINTEREST EXPENSE
Salaries and employee benefits 20,941 16,156 58,003 47,151
Software licensing and utilization 3,310 2,366 9,156 6,694
Occupancy, net 2,642 1,815 7,281 5,658
Equipment 1,248 1,206 3,590 3,715
Shares tax 1,006 824 2,531 1,945
Legal and professional fees 1,070 1,613 2,889 3,300
ATM/card processing 557 606 1,911 1,650
Intangible amortization 944 460 2,116 1,313
FDIC Assessment 422 1,150 2,406 3,327
Loss/(gain) on sale of foreclosed assets, net 471 ( 35 ) 443 7
Merger and acquisition 233 109 11,558 109
Other 5,138 3,689 14,538 11,834
Total Noninterest Expense 37,982 29,959 116,422 86,703
INCOME BEFORE PROVISION FOR INCOME TAXES $ 24,264 $ 14,872 $ 45,351 $ 43,849
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
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.80 $ 0.74 $ 1.73 $ 2.18
Diluted Earnings Per Common Share $ 0.79 $ 0.74 $ 1.70 $ 2.18
Weighted-average basic shares outstanding 23,005,504 16,612,657 21,322,698 16,585,719
Weighted-average diluted shares outstanding 23,277,567 16,657,169 21,587,719 16,625,559
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three 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:
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 arising during the period on interest rate derivatives used in cash flow hedges, net of income tax. ( 334 ) ( 2,427 ) ( 1,656 ) ( 989 )
Change in defined benefit plans, net of income tax. (1)
( 10 ) ( 2 ) ( 4 ) 3
Reclassification adjustment for settlement gains and activity related to benefit plans, net of income tax. (2)
— — ( 26 ) ( 17 )
Total other comprehensive income 2,849 4,007 7,918 3,521
Total comprehensive income $ 21,146 $ 16,308 $ 44,719 $ 39,726
(1) The change in defined benefit plans consists primarily of unrecognized actuarial gains on defined benefit plans during the period.
(2) The reclassification adjustment for benefit plans includes settlement gains, amortization of prior service costs, and amortization of net gain or loss. Amounts are included in other income on the Consolidated Statements of Income within total noninterest income.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Treasury
Stock Total
Shareholders'
Equity
(In thousands, except per share data) Shares Amount
Balance, January 1, 2025 19,796,519 $ 19,797 $ 480,491 $ 181,597 $ ( 16,825 ) $ ( 10,042 ) $ 655,018
Net income — — — 13,742 — — 13,742
Total other comprehensive income — — — — 2,662 — 2,662
Common stock cash dividends declared, $ 0.20 per share
— — — ( 3,870 ) — — ( 3,870 )
Repurchased stock — — — — — — —
Employee Stock Purchase Plan 5,311 5 132 — — — 137
Director Stock Purchase Plan 986 1 25 — — — 26
Restricted stock activity — — 218 — — — 218
Balance, March 31, 2025 19,802,816 19,803 480,866 191,469 ( 14,163 ) ( 10,042 ) 667,933
Net income — — — 4,762 — — 4,762
Total other comprehensive income — — — — 2,407 — 2,407
Common stock cash dividends declared, $ 0.20 per share
— — — ( 4,657 ) — — ( 4,657 )
Common stock issued in business combination (1)
3,506,795 3,507 99,699 — — — 103,206
Stock options exercised 31,323 31 3,333 — — — 3,364
Repurchased stock — — — — — ( 1,778 ) ( 1,778 )
Employee Stock Purchase Plan 4,636 5 115 — — — 120
Director Stock Purchase Plan 901 1 24 — — — 25
Restricted stock activity 72,257 72 254 — — — 326
Balance, June 30, 2025 23,418,728 23,419 584,291 191,574 ( 11,756 ) ( 11,820 ) 775,708
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. See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information .
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Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Total
Shareholders'
Equity
(In thousands, except per share data) Shares Amount
Balance, January 1, 2024 16,998,929 $ 16,999 $ 405,725 $ 145,982 $ ( 16,637 ) $ ( 9,719 ) $ 542,350
Net income — — — 12,133 — — 12,133
Total other comprehensive loss — — — — ( 310 ) — ( 310 )
Common stock cash dividends declared, $ 0.20 per share
— — — ( 3,314 ) — — ( 3,314 )
Repurchased stock — — — — — ( 323 ) ( 323 )
Employee Stock Purchase Plan 5,653 5 107 — — — 112
Director Stock Purchase Plan 1,777 2 34 — — — 36
Restricted stock activity — — 284 — — — 284
Balance, March 31, 2024 17,006,359 $ 17,006 $ 406,150 $ 154,801 $ ( 16,947 ) $ ( 10,042 ) $ 550,968
Net income — — — 11,771 — — 11,771
Total other comprehensive loss — — — — ( 176 ) — ( 176 )
Common stock cash dividends declared, $ 0.20 per share
— — — ( 3,316 ) — — ( 3,316 )
Employee Stock Purchase Plan 5,123 5 98 — — — 103
Director Stock Purchase Plan 1,389 1 29 — — — 30
Restricted stock activity 38,365 39 267 — — — 306
Balance, June 30, 2024 17,051,236 $ 17,051 $ 406,544 $ 163,256 $ ( 17,123 ) $ ( 10,042 ) $ 559,686
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.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
(In thousands) 2025 2024
Operating Activities:
Net Income $ 36,801 $ 36,205
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 2,136 1,183
Depreciation 3,492 3,666
Amortization of intangibles 2,116 1,313
Net amortization of security discounts/premiums 189 305
Noncash operating lease expense 2,119 1,563
Amortization of finance lease right of use asset 135 135
Earnings on cash surrender value of life insurance ( 1,370 ) ( 861 )
Mortgage loans originated for sale ( 33,288 ) ( 84,379 )
Proceeds from sales of mortgage loans originated for sale 36,547 82,135
Gain on sale of mortgage loans ( 2,280 ) ( 1,820 )
SBA loans originated for sale ( 1,783 ) ( 4,375 )
Proceeds from sales of SBA loans originated for sale 1,903 4,707
Gain on sale of SBA loans ( 120 ) ( 332 )
Gain on sale of property, plant, and equipment ( 10 ) ( 10 )
Loss on sale or write-down of foreclosed assets 443 7
Discount on subordinated debt ( 462 ) ( 460 )
Stock compensation expense 1,458 825
Change in deferred income taxes 7,378 80
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 )
(Decrease)/increase in other liabilities ( 2,094 ) 4,575
Net Cash Provided By Operating Activities $ 66,777 $ 47,292
Investing Activities:
Proceeds from the maturity or call of available-for-sale securities 34,397 22,050
Purchases of available-for-sale securities ( 189,394 ) ( 48,051 )
Proceeds from the maturity or call of held-to-maturity securities 28,176 12,261
Stock dividends received on FHLB and other bank stock 330 1,136
Reduction of restricted investment in bank stock 394 5,043
Net cash received from acquisitions 218,113 ( 2,676 )
Net decrease/(increase) in loans 17,077 ( 178,910 )
Purchases of bank premises and equipment ( 6,429 ) ( 664 )
Proceeds from the sale of premises and equipment 120 152
Proceeds from the sale of foreclosed assets 72 195
Proceeds from bank-owned life insurance 804 2,223
Net change in investments in tax credits and other partnerships 1,688 ( 407 )
Net Cash Provided by (Used in) Investing Activities $ 105,348 $ ( 187,648 )
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)
Financing Activities:
Net increase in deposits 33,033 360,552
Common stock dividends paid ( 13,078 ) ( 9,953 )
Proceeds from Employee and Director Stock Purchase Plan stock issuance 479 434
Treasury stock purchased ( 2,004 ) ( 323 )
Net change in finance lease liability ( 109 ) ( 98 )
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 ) —
Exercise of stock options 6,525 —
Net Cash Provided by Financing Activities 14,480 187,988
Net increase in cash and cash equivalents 186,605 47,632
Cash and cash equivalents, beginning of period 70,564 96,763
Cash and cash equivalents, end of period $ 257,169 $ 144,395
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 91,310 $ 93,142
Cash paid for income taxes 399 291
Supplemental Noncash Disclosures:
Recognition of operating lease right of use assets $ 3,780 $ —
Recognition of operating lease liabilities 3,780 —
Loans transferred to foreclosed assets held for sale 9,817 164
Fair value of assets acquired in business combination, excluding cash (1)
$ 687,522 $ 1,547
Goodwill recorded (1)
8,460 1,129
Fair value of liabilities assumed in business combination (1)
630,181 —
Fair value of shares issued in business combination (2)
103,213 —
(1) Includes the impact of the William Penn acquisition on April 30, 2025 and the Charis Insurance Group acquisition on May 12, 2025 . See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information .
( 2 ) Includes the impact of the William Penn acquisition on April 30, 2025.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Mid Penn Bancorp, Inc. ("Mid Penn" or the "Corporation"), through operations conducted by Mid Penn Bank (the "Bank") and its nonbank subsidiaries, engages in a full-service commercial banking and trust business, making available to the community a wide range of financial services, including, but not limited to, mortgage and home equity loans, secured and unsecured commercial and consumer loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government loans, and various types of time and demand deposits including but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit, and Individual Retirement Accounts. In addition, the Bank provides a full range of trust and wealth management services through its Trust Department. Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by law.
Mid Penn also fulfills the insurance needs of both existing and potential customers through MPB Risk Services, LLC, doing business as MPB Insurance and Risk Management.
The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located throughout Pennsylvania and five counties in New Jersey.
Basis of Presentation
For all periods presented, the accompanying consolidated financial statements include the accounts of Mid Penn Bancorp, Inc., its wholly-owned subsidiary, Mid Penn Bank, and 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 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. All material intercompany accounts and transactions have been eliminated in consolidation.
Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Mid Penn believes the information presented is not misleading, and the disclosures are adequate. 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. In the opinion of management, all adjustments necessary for fair presentation of the periods presented have been reflected in the accompanying consolidated financial statements. All such adjustments are of a normal, recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2024 Annual Report.
Subsequent Events
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. There were no events or transactions that occurred subsequent to the balance sheet date that would require adjustment or disclosure to the financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Material estimates subject to significant change include the allowance for credit losses, the expected cash flows and collateral values associated with loans that are individually evaluated for credit losses, the carrying value of other real estate owned ("OREO"), the fair value of financial instruments, business combination fair value computations, the valuation of goodwill and other intangible assets, stock-based compensation and deferred income tax assets.
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Accounting Standards adopted and Updated Significant Accounting Policy
Accounting Standards Pending Adoption
ASU 2023-06: The FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .
ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. ASU 2023-06 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2023-09 : The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
ASU 2023-09 amends the ASC to enhance income tax disclosures by requiring entities to disclose income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes. Additionally, entities are required to disclose amounts greater than 5% of the total income taxes paid to an individual jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. ASU 2023-09 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2024-01 —The FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope application of profits interest and similar awards.
The amendments in the ASU apply to all reporting entities that account for profits interest awards as compensation to employees or nonemployees in return for goods or services. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. ASU 2024-01 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2024-02 : The FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements.
This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. ASU 2024-02 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2024-03 : The FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
The amendments in the ASU improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2024-04: The FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
The amendments in the ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in the ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. ASU 2024-04 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2025-01 - The FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date
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The amendments in the ASU clarify the effective date of ASU 2024-03 which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in the ASU are effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. 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.
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Note 2 - Business Combinations
Commonwealth Benefits Group Acquisition
On July 31, 2024, Mid Penn acquired the insurance business and related accounts of a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $ 2.0 million at closing and an additional $ 800 thousand potentially payable pursuant to a three year earnout.
Mid Penn has recognized total goodwill of $ 1.1 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.
Mid Penn incurred expenses related to the Commonwealth Benefits Group acquisition of $ 545 thousand for the year ended December 31, 2024, which is included in noninterest expense in the Consolidated Statements of Income.
Charis Insurance Group, Inc. Acquisition
On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc. (Charis Insurance Group), which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $ 4.0 million.
Mid Penn has recognized total goodwill of $ 1.6 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.
Mid Penn incurred expenses related to the Charis Insurance Group acquisition of $ 164 thousand for the nine months ended September 30, 2025, which is included in noninterest expense in the Consolidated Statements of Income.
William Penn Acquisition
On April 30, 2025, Mid Penn completed its acquisition of 100 % of the outstanding shares of William Penn through the merger of William Penn with and into Mid Penn.
This transaction included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey.
The merger was an all-stock transaction valued at approximately $ 103.2 million, based on the 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 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.
Mid Penn has recognized total goodwill of $ 6.9 million, and a core deposit intangible asset of $ 9.0 million as a result of this acquisition. This is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired. Goodwill is primarily comprised of expected synergies and an assembled workforce. Goodwill is not deductible for income tax purposes.
Mid Penn incurred expenses related to the William Penn acquisition of $ 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. Mid Penn considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment. As part of the William Penn acquisition, Mid Penn acquired PCD loans and leases of $ 358
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thousand. The non-credit discount on the PCD loans and leases was $ 15 thousand and the Day 1 fair value was $ 343 thousand. The initial provision expense for non-PCD loans associated with the William Penn acquisition was $ 2.3 million.
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Estimated fair values of the assets acquired and liabilities assumed in the William Penn acquisition as of the closing date are as follows:
(In thousands)
Assets acquired:
Cash and cash equivalents $ 41,404
Federal funds sold 553
Investment securities 186,564
Loans 405,271
Core deposit intangible 9,002
Premises and equipment 6,858
Operating lease right of use asset 6,340
Cash surrender value of life insurance 42,928
Deferred income taxes 14,252
Accrued interest receivable 2,271
Other assets 11,094
Total assets acquired $ 726,537
Liabilities assumed:
Deposits:
Noninterest-bearing demand $ 61,677
Interest-bearing demand 121,522
Money market 178,285
Savings 76,983
Time 181,293
Operating lease liability 6,340
Accrued interest payable 29
Other liabilities 4,052
Total liabilities assumed $ 630,181
Consideration transferred $ 103,213
Fair value of common stock issued 103,206
Cash paid in lieu of fractional shares 7
Total $ 103,213
Reconciliation to Consideration Transferred:
Total assets acquired $ 726,537
Total liabilities assumed 630,181
Net assets acquired 96,356
Goodwill 6,857
Consideration transferred $ 103,213
The fair values of assets acquired and liabilities assumed are based on preliminary estimates and, as permitted under GAAP, Mid Penn has up to twelve months following the date of the merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger. During this measurement period, Mid Penn may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.
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MID PENN BANCORP, INC.
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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net interest income after provision for credit losses - loans $ 54,063 $ 44,189 $ 150,492 $ 127,546
Noninterest income 8,183 5,828 20,700 18,352
Noninterest expense 37,982 35,282 116,601 102,583
Net income $ 18,297 $ 12,280 $ 37,229 $ 36,162
1st Colonial Bancorp, Inc. Acquisition
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.
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MID PENN BANCORP, INC.
Note 3 - Investment Securities
AFS Securities
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 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 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 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 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:
September 30, 2025
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Estimated
Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies $ 20,420 $ — $ 478 $ 19,942
Mortgage-backed U.S. government agencies 375,088 3,200 12,665 365,623
State and political subdivision obligations 4,334 — 556 3,778
Corporate debt securities 40,011 211 2,213 38,009
Total available-for-sale debt securities $ 439,853 $ 3,411 $ 15,912 $ 427,352
Held-to-maturity
U.S. Treasury and U.S. government agencies $ 233,545 $ — $ 18,568 $ 214,977
Mortgage-backed U.S. government agencies 33,586 1 3,990 29,597
State and political subdivision obligations 71,517 6 4,585 66,938
Corporate debt securities 15,446 — 1,352 14,094
Total held-to-maturity debt securities 354,094 7 28,495 325,606
Total $ 793,947 $ 3,418 $ 44,407 $ 752,958
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MID PENN BANCORP, INC.
December 31, 2024
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Estimated
Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies $ 22,247 $ — $ 740 $ 21,507
Mortgage-backed U.S. government agencies 222,464 11 19,531 202,944
State and political subdivision obligations 4,309 — 713 3,596
Corporate debt securities 35,750 — 3,320 32,430
Total available-for-sale debt securities $ 284,770 $ 11 $ 24,304 $ 260,477
Held-to-maturity
U.S. Treasury and U.S. government agencies $ 241,941 $ — $ 28,133 $ 213,808
Mortgage-backed U.S. government agencies 37,593 — 5,508 32,085
State and political subdivision obligations 77,462 — 6,840 70,622
Corporate debt securities 25,451 — 1,318 24,133
Total held-to-maturity debt securities 382,447 — 41,799 340,648
Total $ 667,217 $ 11 $ 66,103 $ 601,125
Estimated fair values of debt securities are based on quoted market prices, where applicable. If quoted market prices are not available, fair values are based on quoted market prices of instruments of a similar type, credit quality and structure, adjusted for differences between the quoted instruments and the instruments being valued. See "Note 8 - Fair Value Measurement," for additional information.
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 $ 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
September 30, 2025 Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies — $ — $ — 11 $ 19,942 $ 478 11 $ 19,942 $ 478
Mortgage-backed U.S. government agencies 24 208,331 99 93 157,292 12,566 117 365,623 12,665
State and political subdivision obligations 1 36 — 8 3,742 556 9 3,778 556
Corporate debt securities 5 13,331 53 16 24,678 2,160 21 38,009 2,213
Total available-for-sale debt securities 30 $ 221,698 $ 152 128 $ 205,654 $ 15,760 158 $ 427,352 $ 15,912
Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies — $ — $ — 138 $ 214,977 $ 18,568 138 $ 214,977 $ 18,568
Mortgage-backed U.S. government agencies 4 436 — 60 29,161 3,990 64 29,597 3,990
State and political subdivision obligations 14 4,741 — 148 62,197 4,585 162 66,938 4,585
Corporate debt securities 3 3,365 131 9 10,729 1,221 12 14,094 1,352
Total held-to-maturity debt securities 21 8,542 131 355 317,064 28,364 376 325,606 28,495
Total 51 $ 230,240 $ 283 483 $ 522,718 $ 44,124 534 $ 752,958 $ 44,407
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MID PENN BANCORP, INC.
(Dollars in thousands) Less Than 12 Months 12 Months or More Total
December 31, 2024 Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses
Available-for-sale securities:
U.S. Treasury and U.S. government agencies — $ — $ — 12 $ 21,507 $ 740 12 $ 21,507 $ 740
Mortgage-backed U.S. government agencies 9 72,499 1,847 91 130,445 17,684 100 202,944 19,531
State and political subdivision obligations — — — 8 3,596 713 8 3,596 713
Corporate debt securities — — — 18 32,430 3,320 18 32,430 3,320
Total available-for-sale securities 9 $ 72,499 $ 1,847 $ 129 $ 187,978 $ 22,457 138 $ 260,477 $ 24,304
Held-to-maturity securities:
U.S. Treasury and U.S. government agencies — $ — $ — 143 $ 213,808 $ 28,133 143 $ 213,808 $ 28,133
Mortgage-backed U.S. government agencies 2 163 1 62 31,922 5,507 64 32,085 5,508
State and political subdivision obligations 8 3,176 30 169 67,446 6,810 177 70,622 6,840
Corporate debt securities 4 10,500 — 11 13,633 1,318 15 24,133 1,318
Total held to maturity securities 14 13,839 31 385 326,809 41,768 399 340,648 41,799
Total 23 $ 86,338 $ 1,878 514 $ 514,787 $ 64,225 537 $ 601,125 $ 66,103
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. government agencies, and mortgage-backed U.S. government agencies.
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 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. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without call or prepayment penalties.
(In thousands) Available-for-sale Held-to-maturity
September 30, 2025 Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due in 1 year or less $ 2,000 $ 1,968 $ 21,743 $ 21,595
Due after 1 year but within 5 years 24,421 23,999 144,471 137,243
Due after 5 years but within 10 years 37,500 35,109 141,657 126,560
Due after 10 years 844 653 12,637 10,611
64,765 61,729 320,508 296,009
Mortgage-backed securities 375,088 365,623 33,586 29,597
$ 439,853 $ 427,352 $ 354,094 $ 325,606
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MID PENN BANCORP, INC.
Note 4 - Loans and Allowance for Credit Losses - Loans
Loans, net of unearned income, are summarized as follows by portfolio segment:
(In thousands) September 30, 2025 December 31, 2024
Commercial real estate
CRE Nonowner Occupied $ 1,320,394 $ 1,251,010
CRE Owner Occupied 700,019 624,007
Multifamily 445,412 412,900
Farmland 224,423 224,709
Total Commercial real estate 2,690,248 2,512,626
Commercial and industrial
724,106 705,392
Construction
Residential Construction 91,502 99,399
Other Construction 290,326 326,171
Total Construction 381,828 425,570
Residential mortgage
1-4 Family 1st Lien 430,504 313,592
1-4 Family Rental 411,653 336,636
HELOC and Junior Liens 174,953 140,392
Total Residential Mortgage 1,017,110 790,620
Consumer 7,842 8,862
Total loans $ 4,821,134 $ 4,443,070
Total loans are stated at the amount of unpaid principal, adjusted for net deferred fees and costs. 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 $ 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 September 30, 2025 and December 31, 2024, are summarized as follows:
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(In thousands) 30-59
Days Past
Due 60-89
Days Past
Due Greater
than 90
Days Total Past
Due Current Total Loans Loans
Receivable
> 90 Days and
Accruing
September 30, 2025
Commercial real estate
CRE Nonowner Occupied $ 83 $ — $ 5,740 $ 5,823 $ 1,314,571 $ 1,320,394 $ —
CRE Owner Occupied 3,266 12 1,193 4,471 695,548 700,019 —
Multifamily 537 — — 537 444,875 445,412 —
Farmland 1,781 1,191 46 3,018 221,405 224,423 —
Total Commercial real estate 5,667 1,203 6,979 13,849 2,676,399 2,690,248 —
Commercial and industrial 3,374 720 1,058 5,152 718,954 724,106 —
Construction
Residential Construction — — — — 91,502 91,502 —
Other Construction — — — — 290,326 290,326 —
Total Construction — — — — 381,828 381,828 —
Residential mortgage
1-4 Family 1st Lien 6,765 143 589 7,497 423,007 430,504 —
1-4 Family Rental 1,351 107 855 2,313 409,340 411,653 —
HELOC and Junior Liens 1,480 320 2,005 3,805 171,148 174,953 160
Total Residential Mortgage 9,596 570 3,449 13,615 1,003,495 1,017,110 160
Consumer 73 — 17 90 7,752 7,842 —
Total $ 18,710 $ 2,493 $ 11,503 $ 32,706 $ 4,788,428 $ 4,821,134 $ 160
(In thousands) 30-59
Days Past
Due 60-89
Days Past
Due Greater
than 90
Days Total Past
Due Current Total Loans Loans
Receivable
> 90 Days and
Accruing
December 31, 2024
Commercial real estate
CRE Nonowner Occupied $ 1,281 $ 1,515 $ 11,658 $ 14,454 $ 1,236,556 $ 1,251,010 $ —
CRE Owner Occupied 39 51 262 352 623,655 624,007 —
Multifamily — — — — 412,900 412,900 —
Farmland 184 — — 184 224,525 224,709 —
Total Commercial real estate 1,504 1,566 11,920 14,990 2,497,636 2,512,626 —
Commercial and industrial 74 3 794 871 704,521 705,392 —
Construction
Residential Construction — — — — 99,399 99,399 —
Other Construction — — — — 326,171 326,171 —
Total Construction — — — — 425,570 425,570 —
Residential mortgage
1-4 Family 1st Lien 2,853 220 516 3,589 310,003 313,592 —
1-4 Family Rental 374 7 137 518 336,118 336,636 —
HELOC and Junior Liens 724 209 2,157 3,090 137,302 140,392 —
Total Residential Mortgage 3,951 436 2,810 7,197 783,423 790,620 —
Consumer 20 — — 20 8,842 8,862 —
Total $ 5,549 $ 2,005 $ 15,524 $ 23,078 $ 4,419,992 $ 4,443,070 $ —
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Loans are placed on nonaccrual status when management determines that the full repayment of principal and collection of interest according to contractual terms is no longer likely, generally when the loan becomes 90 days or more past due.
Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of 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
Commercial real estate
CRE Nonowner Occupied $ 3,730 $ 2,009 $ 5,739 $ 2,622 $ 11,153 $ 13,775
CRE Owner Occupied 1,036 1,798 2,834 — 546 546
Multifamily — 138 138 — 154 154
Farmland — 46 46 — — —
Total Commercial real estate 4,766 3,991 8,757 2,622 11,853 14,475
Commercial and industrial 4,725 471 5,196 758 3,894 4,652
Construction
Residential Construction — — — — — —
Other Construction — — — — — —
Total Construction — — — — — —
Residential mortgage
1-4 Family 1st Lien 24 1,179 1,203 — 1,028 1,028
1-4 Family Rental — 903 903 — 176 176
HELOC and Junior Liens — 1,881 1,881 — 2,279 2,279
Total Residential Mortgage 24 3,963 3,987 — 3,483 3,483
Consumer — 17 17 — — —
Total loans $ 9,515 $ 8,442 $ 17,957 $ 3,380 $ 19,230 $ 22,610
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
Mid Penn categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. On a minimum of a quarterly basis, Mid Penn analyzes loans individually to classify the loans according to their credit risk. The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.
PASS - This type of classification consists of 6 subcategories:
Nominal Risk / Pass - This loan classification is a credit extension of the highest quality.
Moderate Risk / Pass - This type of classification has strong financial ratios, substantial debt capacity, and low leverage with a very favorable comparison to industry peers or better than average improving trends.
Good Acceptable Risk / Pass - This type of classification is a reasonable credit risk having financial ratios on par with its peers and demonstrates slightly improving trends over time; the borrower lists good quality assets with relatively low leverage and ample debt capacity.
Average Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality; however, the leverage is worse than average compared to industry standards; the borrower should have a good repayment history and possess consistent earnings with some growth.
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Marginally Acceptable Risk / Pass - This type of classification has financial ratios consistent with industry averages, assets of average quality with ascertainable values, acceptable leverage, moderate capital assets and an acceptable reliance on trade debt; however, the borrower demonstrates marginally adequate earnings, cash flow and debt service plus positive trends.
Weak/Monitor Risk (Watch list) / Pass - This type of classification has financial ratios that are slightly below standard industry averages and assets are below average quality with unstable values; fixed assets could be near or at the end of their useful life and liabilities may not match the asset structure.
SPECIAL MENTION - These credits have developing weaknesses deserving extra attention from the lender and lending management. They are currently protected, but potentially weak. The weakness may be, cash flow, leverage, liquidity, management, industry or other factors which may, if not checked or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date.
SUBSTANDARD - These credit extensions also have well defined weaknesses, which are inadequately protected by the current worth and debt service capacity of the borrowers or the collateral pledged, if any. The repayment of principal and interest as originally intended can be jeopardized by defined weaknesses related to adverse financial, managerial, economic, market or political conditions.
DOUBTFUL - These credits have definite weaknesses inherent in Substandard loans with added characteristics that are severe enough to make further collection in full highly questionable and improbable based on the current trends.
LOSS - These loans are considered uncollectible and no longer a viable asset of the Bank. They lack an identifiable source of repayment based on an inability to generate sufficient cash flow to service their debt. All trends are negative and the damage to the financial condition of the borrower can’t be reversed now or in the near future.
The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.
September 30, 2025
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized
Cost Basis
(In thousands) 2025 2024 2023 2022 2021 Prior Total
CRE Nonowner Occupied
Pass $ 83,617 $ 99,277 $ 192,396 $ 362,466 $ 157,969 $ 397,068 $ 13,382 $ 1,306,175
Special mention — — — — — 1,946 — 1,946
Substandard or lower — — 1,540 — — 10,733 — 12,273
Total CRE Nonowner Occupied 83,617 99,277 193,936 362,466 157,969 409,747 13,382 1,320,394
Gross charge offs — — — ( 691 ) — — — ( 691 )
Current period recoveries — — — 8 — 3 — 11
Net charge offs — — — ( 683 ) — 3 — ( 680 )
CRE Owner Occupied
Pass 77,697 68,705 95,610 109,290 68,228 254,011 15,299 688,840
Special mention — — 922 1,570 173 2,593 — 5,258
Substandard or lower — 527 — 3,258 182 1,954 — 5,921
Total CRE Owner Occupied 77,697 69,232 96,532 114,118 68,583 258,558 15,299 700,019
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
Multifamily
Pass 28,655 4,848 68,540 156,752 83,602 98,606 4,226 445,229
Special mention — — — — — 45 — 45
Substandard or lower — — — — — 138 — 138
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Total Multifamily 28,655 4,848 68,540 156,752 83,602 98,789 4,226 445,412
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge offs — — — — — — — —
Farmland
Pass 21,257 24,468 25,838 52,004 37,734 45,709 14,635 221,645
Special mention — — 404 — 2,328 — — 2,732
Substandard or lower — — — — — 46 — 46
Total Farmland 21,257 24,468 26,242 52,004 40,062 45,755 14,635 224,423
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge offs — — — — — — — —
Commercial and industrial
Pass 81,235 104,436 76,504 69,775 46,335 95,752 228,622 702,659
Special mention — 116 1,199 107 865 1,506 — 3,793
Substandard or lower — — 9,917 600 471 1,303 5,363 17,654
Total Commercial and industrial 81,235 104,552 87,620 70,482 47,671 98,561 233,985 724,106
Gross charge offs — — — — — ( 294 ) — ( 294 )
Current period recoveries — — 1 — — 8 — 9
Net charge offs — — 1 — — ( 286 ) — ( 285 )
Residential Construction
Pass 17,771 39,225 21,261 1,738 — — 11,507 91,502
Special mention — — — — — — — —
Substandard or lower — — — — — — — —
Total Residential Construction 17,771 39,225 21,261 1,738 — — 11,507 91,502
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
Other Construction
Pass 42,922 74,938 78,482 43,541 7,848 14,728 27,867 290,326
Special mention — — — — — — — —
Substandard or lower — — — — — — — —
Total Other Construction 42,922 74,938 78,482 43,541 7,848 14,728 27,867 290,326
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
1-4 Family 1st Lien
Performing 55,765 31,094 60,827 51,336 39,577 187,237 1,222 427,058
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
Gross charge offs — — — — — — — —
Current period recoveries — — — — — 88 — 88
Net recoveries — — — — — 88 — 88
1-4 Family Rental
Performing 28,884 23,884 49,872 101,803 62,868 139,486 1,918 408,715
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 — — — — — — — —
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Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
HELOC and Junior Liens
Performing 6,883 5,572 18,002 9,013 4,991 15,014 111,223 170,698
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
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge offs — — — — — — — —
Consumer
Performing 2,212 1,221 876 339 295 715 2,150 7,808
Nonperforming — — 34 — — — — 34
Total Consumer 2,212 1,221 910 339 295 715 2,150 7,842
Gross charge offs — — — — — ( 70 ) — ( 70 )
Current period recoveries — — — — — 48 — 48
Net charge offs — — — — — ( 22 ) — ( 22 )
Total
Pass $ 353,154 $ 415,897 $ 558,631 $ 795,566 $ 401,716 $ 905,874 $ 315,538 $ 3,746,376
Special mention — 116 2,525 1,677 3,366 6,090 — 13,774
Substandard or lower — 527 11,457 3,858 653 14,174 5,363 36,032
Performing 93,744 61,771 129,577 162,491 107,731 342,452 116,513 1,014,279
Nonperforming — 1,160 426 206 1,611 6,269 1,001 10,673
Total $ 446,898 $ 479,471 $ 702,616 $ 963,798 $ 515,077 $ 1,274,859 $ 438,415 $ 4,821,134
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MID PENN BANCORP, INC.
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized
Cost Basis
(In thousands) 2024 2023 2022 2021 2020 Prior Total
CRE Nonowner Occupied
Pass $ 85,501 $ 176,018 $ 343,072 $ 152,157 $ 130,650 $ 325,478 $ 11,732 $ 1,224,608
Special mention — — — — — 3,105 — 3,105
Substandard or lower — 1,515 1,260 — 3,281 17,241 — 23,297
Total CRE Nonowner Occupied 85,501 177,533 344,332 152,157 133,931 345,824 11,732 1,251,010
Gross charge offs — — — — — — — —
Current period recoveries — — — — — 2 — 2
Net recoveries — — — — — 2 — 2
CRE Owner Occupied
Pass 52,922 99,065 106,876 66,160 77,774 199,725 11,630 614,152
Special mention — 222 4,991 227 — 2,133 — 7,573
Substandard or lower — — — 194 — 2,088 — 2,282
Total CRE Owner Occupied 52,922 99,287 111,867 66,581 77,774 203,946 11,630 624,007
Gross charge offs — — — — — — — —
Current period recoveries — — — — — 4 — 4
Net recoveries — — — — — 4 — 4
Multifamily
Pass 4,843 66,119 118,568 101,871 40,450 78,070 2,771 412,692
Special mention — — — — — 54 — 54
Substandard or lower — — — — — 154 — 154
Total Multifamily 4,843 66,119 118,568 101,871 40,450 78,278 2,771 412,900
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge offs — — — — — — — —
Farmland
Pass 27,449 31,259 56,178 42,693 25,119 24,729 14,801 222,228
Special mention — 128 — — — 2,163 190 2,481
Substandard or lower — — — — — — — —
Total Farmland 27,449 31,387 56,178 42,693 25,119 26,892 14,991 224,709
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge offs — — — — — — — —
Commercial and industrial
Pass 114,175 106,657 78,702 54,312 21,532 92,723 222,525 690,626
Special mention — 62 503 31 — 3,534 4,498 8,628
Substandard or lower — — — 892 1,168 1,632 2,446 6,138
Total Commercial and industrial 114,175 106,719 79,205 55,235 22,700 97,889 229,469 705,392
Gross charge offs — ( 201 ) — — ( 206 ) ( 412 ) — ( 819 )
Current period recoveries — — — — — 1 — 1
Net charge offs — ( 201 ) — — ( 206 ) ( 411 ) — ( 818 )
Residential construction
Pass 34,275 37,222 15,559 — — 2,007 10,336 99,399
Special mention — — — — — — — —
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Substandard or lower — — — — — — — —
Total Residential construction 34,275 37,222 15,559 — — 2,007 10,336 99,399
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
Other construction
Pass 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171
Special mention — — — — — — — —
Substandard or lower — — — — — — — —
Total Other construction 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171
Gross charge offs — — — — — — — —
Current period recoveries — — — — — — — —
Net recoveries — — — — — — — —
1-4 Family 1st Lien
Performing 27,580 59,762 45,946 34,743 42,727 98,891 2,915 312,564
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
Gross charge offs — — — — — ( 7 ) — ( 7 )
Current period recoveries — — — — — 16 — 16
Net recoveries — — — — — 9 — 9
1-4 Family Rental
Performing 28,735 51,488 88,594 59,397 35,222 69,890 2,009 335,335
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
Gross charge offs — — — — — ( 2 ) — ( 2 )
Current period recoveries — — — — — 22 — 22
Net recoveries — — — — — 20 — 20
HELOC and Junior Liens
Performing 6,096 16,125 9,856 4,845 2,182 10,887 88,122 138,113
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
Gross charge offs — — ( 21 ) — — — — ( 21 )
Current period recoveries — — — — — — — —
Net charge offs — — ( 21 ) — — — — ( 21 )
Consumer
Performing 4,214 972 354 394 107 234 2,587 8,862
Nonperforming — — — — — — — —
Total Consumer 4,214 972 354 394 107 234 2,587 8,862
Gross charge offs — — ( 2 ) — — ( 50 ) — ( 52 )
Current period recoveries — — 1 — — 38 — 39
Net charge offs — — ( 1 ) — — ( 12 ) — ( 13 )
Total
Pass $ 385,876 $ 610,959 $ 823,394 $ 428,857 $ 306,508 $ 734,660 $ 299,622 $ 3,589,876
Special mention — 412 5,494 258 — 10,989 4,688 21,841
Substandard or lower — 1,515 1,260 1,086 4,449 21,115 2,446 31,871
Performing 66,625 128,347 144,750 99,379 80,238 179,902 95,633 794,874
Nonperforming — 168 — — 806 2,633 1,001 4,608
Total $ 452,501 $ 741,401 $ 974,898 $ 529,580 $ 392,001 $ 949,299 $ 403,390 $ 4,443,070
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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
A financial asset is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of financial assets deemed collateral-dependent, Mid Penn elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, Mid Penn records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of various types of real estate, including residential properties; commercial properties such as retail centers, office buildings, and lodging; agriculture land; and vacant land. Total collateral-dependent loans as of September 30, 2025 were $ 18.0 million.
Allowance for Credit Losses
Mid Penn’s ACL - loans methodology follows guidance within FASB ASC Subtopic 326-20. The ACL - loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL - loans. The ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio. The ACL - loans is adjusted through the PCL and reduced by the charge off of loan amounts, net of recoveries.
The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Mid Penn’s loan portfolio segments. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the ACL and credit loss expense.
Mid Penn estimates the ACL using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Mid Penn uses a third-party software application to calculate the quantitative portion of the ACL using a methodology and assumptions specific to each loan pool. The qualitative portion of the allowance is based on general economic conditions and other internal and external factors affecting Mid Penn as a whole, as well as specific loans. Factors considered include the following: lending process, concentrations of credit, and peer group divergence. The quantitative and qualitative portions of the allowance are added together to determine the total ACL, which reflects management’s expectations of future conditions based on reasonable and supportable forecasts.
The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: a collective, or pooled, component for estimated expected credit losses for pools of loans that share similar risk characteristics, and an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. In estimating the ACL for the collective component, loans are segregated into loan pools based on loan purpose codes and similar risk characteristics.
The commercial real estate and residential mortgage loan portfolio segments include loans for both commercial and residential properties that are secured by real estate. The underwriting process for these loans includes analysis of the financial position and strength of both the borrower and, if applicable, guarantor, experience with similar projects in the past, market demand and prospects for successful completion of the proposed project within the established budget and schedule, values of underlying collateral, availability of permanent financing, maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods and minimum debt service coverage requirements, based on property type. The borrower’s financial strength and capacity to repay their obligations remain the primary focus of underwriting. Financial strength is evaluated based upon analytical tools that consider historical and projected cash flows and performance, in addition to analysis of the proposed project for income-producing properties. Additional support offered by guarantors is also considered when applicable. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.
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The commercial and industrial loan portfolio segment includes commercial loans made to many types of businesses for various purposes, such as short-term working capital loans that are usually secured by accounts receivable and inventory, equipment and fixed asset purchases that are secured by those assets, and term financing for those within Mid Penn’s geographic markets. Mid Penn’s credit underwriting process for commercial and industrial loans includes analysis of historical and projected cash flows and performance, evaluation of financial strength of both borrowers and guarantors as reflected in current and detailed financial information, and evaluation of underlying collateral to support the credit.
The consumer loan portfolio segment is comprised of loans which are underwritten after evaluating a borrower’s capacity, credit and collateral. Several factors are considered when assessing a borrower’s capacity, including the borrower’s employment, income, current debt, assets and level of equity in the property. Credit is assessed using a credit report that provides credit scores and the borrower’s current and past information about their credit history. Loan-to-value and debt-to-income ratios, loan amount and lien position are also considered in assessing whether to originate a loan. These borrowers are particularly susceptible to downturns in economic trends, such as conditions that negatively affect housing prices and demand and levels of unemployment.
Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for loan pools. The DCF is based off of historical losses, including peer data, which is correlated to national unemployment and GDP.
The PD and LGD measures are used in conjunction with prepayment data as inputs into the DCF model to calculate the cash flows at the individual loan level. Contractual cash flows based on loan terms are adjusted for PD, LGD and prepayments to derive loss cash flows. These loss cash flows are discounted by the loan’s coupon rate to arrive at the discounted cash flow based quantitative loss. The prepayment studies are updated quarterly by a third-party for each applicable pool.
Mid Penn determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools. To the extent the lives of the loans in the Loans held for investment (LHFI) portfolio extend beyond this forecast period, Mid Penn uses a reversion period of four quarters and reverts to the historical mean on a straight-line basis over the remaining life of the loans.
Qualitative factors used in the ACL methodology include the following:
• Lending process
• Concentrations of credit
• Peer Group Divergence
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. A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The expected credit loss for collateral-dependent loans is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, adjusted for the estimated cost to sell. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or the "as is" value of the collateral, normally from recently received and reviewed appraisals. Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions necessitate. Appraisals are obtained from state-certified appraisers and are based on certain assumptions, which may include construction or development status and the highest and best use of the property. These appraisals are reviewed by Mid Penn’s Appraisal Review Department to ensure they are acceptable, and values are adjusted down for costs associated with asset disposal. If the calculated expected credit loss is determined to be permanent or not recoverable, the amount of the expected credit loss is charged off.
Mid Penn may also purchase loans or acquire loans through a business combination. At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination. Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans. In its evaluation of whether a loan has experienced more than insignificant deterioration in credit quality since origination, Mid Penn takes into consideration loan grades, past due and nonaccrual status. Mid Penn may also consider external credit rating agency ratings for borrowers and for non-commercial loans, FICO score or band, probability of default levels, and number of times past due. At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the
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purchase price and an initial estimate of credit losses. The initial recognition of expected credit losses on PCD loans has no impact on net income. When the initial measurement of expected credit losses on PCD loans is calculated on a pooled loan basis, the expected credit losses are allocated to each loan within the pool. Any difference between the initial amortized cost basis and the unpaid principal balance of the loan represents a noncredit discount or premium, which is accreted (or amortized) into interest income over the life of the loan. Subsequent changes to the ACL on PCD loans are recorded through the PCL. For purchased loans that are not deemed to have experienced more than insignificant credit deterioration since origination and are therefore not deemed PCD, any discounts or premiums included in the purchase price are accreted (or amortized) over the contractual life of the individual loan.
Loans are charged off against the ACL-loans, with any subsequent recoveries credited back to the ACL-loans account. Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.
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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
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
CRE Nonowner Occupied $ 10,598 $ — $ — $ 9 $ 9 $ ( 207 ) $ 10,400
CRE Owner Occupied 6,430 — — — — ( 18 ) 6,412
Multifamily 1,978 — — — — 171 2,149
Farmland 2,098 — — — — ( 184 ) 1,914
Commercial and industrial 8,102 — ( 91 ) — ( 91 ) 1,355 9,366
Construction
Residential Construction 958 — — — — ( 403 ) 555
Other Construction 2,436 — — — — ( 1,283 ) 1,153
Residential Mortgage
1-4 Family 1st Lien 2,196 — — 3 3 292 2,491
1-4 Family Rental 2,258 — — — — 52 2,310
HELOC and Junior Liens 520 — — — — 44 564
Consumer 41 — ( 40 ) 28 ( 12 ) ( 6 ) 23
Total $ 37,615 $ — $ ( 131 ) $ 40 $ ( 91 ) $ ( 187 ) $ 37,337
(In thousands) Balance at
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
CRE Nonowner Occupied $ 11,047 $ 89 $ ( 691 ) $ 11 $ ( 680 ) $ ( 56 ) $ 10,400
CRE Owner Occupied 5,243 100 — — — 1,069 6,412
Multifamily 3,432 31 — — — ( 1,314 ) 2,149
Farmland 1,932 — — — — ( 18 ) 1,914
Commercial and industrial 7,122 36 ( 294 ) 9 ( 285 ) 2,493 9,366
Construction
Residential Construction 931 — — — — ( 376 ) 555
Other Construction 2,131 — — — — ( 978 ) 1,153
Residential Mortgage
1-4 Family 1st Lien 1,503 37 — 88 88 863 2,491
1-4 Family Rental 1,756 47 — — — 507 2,310
HELOC and Junior Liens 392 3 — — — 169 564
Consumer 25 — ( 70 ) 48 ( 22 ) 20 23
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 acquisition
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(In thousands) Balance at
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
CRE Nonowner Occupied $ 10,647 $ — $ — $ — $ 387 $ 11,034
CRE Owner Occupied 5,830 — — — ( 607 ) 5,223
Multifamily 3,209 — — — 349 3,558
Farmland 2,059 — — — ( 294 ) 1,765
Commercial and industrial 6,934 ( 356 ) — ( 356 ) 253 6,831
Construction
Residential Construction 1,129 — — — ( 102 ) 1,027
Other Construction 2,013 — — — 426 2,439
Residential Mortgage
1-4 Family 1st Lien 1,349 — 2 2 156 1,507
1-4 Family Rental 1,704 — — — 68 1,772
HELOC and Junior Liens 397 — — — ( 9 ) 388
Consumer 17 ( 8 ) 15 7 ( 6 ) 18
Total $ 35,288 $ ( 364 ) $ 17 $ ( 347 ) $ 621 $ 35,562
(In thousands) Balance at
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
CRE Nonowner Occupied $ 10,267 $ — $ — $ — $ 767 $ 11,034
CRE Owner Occupied 5,646 — 4 4 ( 427 ) 5,223
Multifamily 2,202 — — — 1,356 3,558
Farmland 2,064 — — — ( 299 ) 1,765
Commercial and industrial 7,131 ( 412 ) — ( 412 ) 112 6,831
Construction
Residential Construction 1,256 — — — ( 229 ) 1,027
Other Construction 2,146 — — — 293 2,439
Residential Mortgage
1-4 Family 1st Lien 1,207 ( 7 ) 9 2 298 1,507
1-4 Family Rental 1,859 ( 2 ) 22 20 ( 107 ) 1,772
HELOC and Junior Liens 389 ( 21 ) — ( 21 ) 20 388
Consumer 20 ( 34 ) 32 ( 2 ) — 18
Total $ 34,187 $ ( 476 ) $ 67 $ ( 409 ) $ 1,784 $ 35,562
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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
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
CRE Nonowner Occupied $ 9,464 $ 936 $ 10,400 $ 1,314,655 $ 5,739 $ 1,320,394
CRE Owner Occupied 5,994 418 6,412 697,185 2,834 700,019
Multifamily 2,149 — 2,149 445,274 138 445,412
Farmland 1,914 — 1,914 224,377 46 224,423
Commercial and industrial 8,515 851 9,366 718,910 5,196 724,106
Construction
Residential Construction 555 — 555 91,502 — 91,502
Other Construction 1,153 — 1,153 290,326 — 290,326
Residential mortgage
1-4 Family 1st Lien 2,491 — 2,491 429,301 1,203 430,504
1-4 Family Rental 2,310 — 2,310 410,751 902 411,653
HELOC and Junior Liens 564 — 564 173,071 1,882 174,953
Consumer 23 — 23 7,825 17 7,842
Total $ 35,132 $ 2,205 $ 37,337 $ 4,803,177 $ 17,957 $ 4,821,134
(In thousands) ACL - Loans Loans
December 31, 2024 Collectively Evaluated for Credit Loss Individually Evaluated for Credit Loss Total ACL - Loans Collectively Evaluated for Credit Loss Individually Evaluated for Credit Loss Total Loans
Commercial real estate
CRE Nonowner Occupied $ 9,945 $ 1,102 $ 11,047 $ 1,237,235 $ 13,775 $ 1,251,010
CRE Owner Occupied 5,243 — 5,243 623,461 546 624,007
Multifamily 3,432 — 3,432 412,746 154 412,900
Farmland 1,932 — 1,932 224,709 — 224,709
Commercial and industrial 6,785 337 7,122 700,740 4,652 705,392
Construction
Residential Construction 931 — 931 99,399 — 99,399
Other Construction 2,131 — 2,131 326,171 — 326,171
Residential mortgage
1-4 Family 1st Lien 1,503 — 1,503 312,564 1,028 313,592
1-4 Family Rental 1,756 — 1,756 336,460 176 336,636
HELOC and Junior Liens 392 — 392 138,113 2,279 140,392
Consumer 25 — 25 8,862 — 8,862
Total $ 34,075 $ 1,439 $ 35,514 $ 4,420,460 $ 22,610 $ 4,443,070
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Modifications to Borrowers Experiencing Financial Difficulty
From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. 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 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:
Interest Only and
Term Extension Total % of Total Class of Financing Receivable
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 %
Total Residential Mortgage — — 92 92 0.01 %
Total loans $ — $ — $ 379 $ 379
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 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.
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Note 5 - 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 %
Interest-bearing demand deposits 1,263,671 23.6 % 1,101,444 23.5 %
Money market 1,267,307 23.7 % 958,051 20.4 %
Savings 327,104 6.1 % 260,258 5.5 %
Total demand and savings 3,694,456 69.1 % 3,078,922 65.6 %
Time 1,648,264 30.9 % 1,611,005 34.4 %
Total deposits $ 5,342,720 100.0 % $ 4,689,927 100.0 %
The scheduled maturities of time deposits at September 30, 2025 were as follows:
Time Deposits
(In thousands) Less than $250,000 $250,000 or more
Maturing in 2025 $ 576,287 $ 190,078
Maturing in 2026 593,287 188,431
Maturing in 2027 60,822 6,034
Maturing in 2028 15,781 571
Maturing in 2029 8,121 260
Maturing thereafter 7,489 1,103
$ 1,261,787 $ 386,477
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.
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Note 6 - Derivative Financial Instruments
Mid Penn manages its exposure to certain interest rate risks through the use of derivatives; however, none are entered into for speculative purposes. In 2025, Mid Penn entered into outstanding derivative contracts designated as hedges. Mid Penn’s free-standing derivative financial instruments are required to be carried at their fair value on the Consolidated Balance Sheets.
Loan-level Interest Rate Swaps
Mid Penn enters into loan-level interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. Mid Penn simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of the offsetting customer and dealer counterparty swap agreements is that the customer pays a fixed rate of interest and Mid Penn receives a floating rate. Mid Penn’s loan-level interest rate swaps are considered derivatives but are not accounted for using hedge accounting.
Information related to loan level swaps is set forth in the following table:
September 30, 2025 December 31, 2024
(Dollars in thousands)
Interest rate swaps on loans with customers
Notional amount $ 276,348 $ 217,150
Weighted average remaining term (years) 4.31 5.11
Receive fixed rate (weighted average) 5.11 % 4.68 %
Pay variable rate (weighted average) 6.46 % 6.64 %
Estimated fair value (1)
$ 9,201 $ 11,118
September 30, 2025 December 31, 2024
(Dollars in thousands)
Interest rate swaps on loans with correspondents
Notional amount $ 276,348 $ 217,150
Weighted average remaining term (years) 4.31 5.11
Receive variable rate (weighted average) 6.46 % 6.64 %
Pay fixed rate (weighted average) 5.11 % 4.68 %
Estimated fair value (2)
$ 9,201 $ 11,118
(1) The net amount of the estimated fair value is disclosed in Other Liabilities on the Consolidated Balance Sheet.
(2) The net amount of the estimated fair value is disclosed in Other Assets on the Consolidated Balance Sheet.
Cash Flow Hedges of Interest Rate Risk
Mid Penn’s objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.
Information related to cash flow hedges is set forth in the following table:
September 30, 2025 December 31, 2024
(Dollars in thousands)
Cash flow hedges
Notional amount $ 75,000 $ 295,000
Weighted average remaining term (years) 1.09 1.55
Pay fixed rate (weighted average) 3.81 % 3.64 %
Receive variable rate (weighted average) 3.66 % 4.10 %
Estimated fair value (1)
$ 290 $ 2,590
(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.
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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 $ 151 thousand will be reclassified as an increase to interest expense.
Note 7 - Accumulated Other Comprehensive (Loss) Income
The changes in each component of accumulated other comprehensive loss, net of taxes, are as follows:
(I n thousands )
Unrealized Loss on
Securities Unrealized
Holding Losses on
Interest Rate
Derivatives used in
Cash Flow Hedges Defined Benefit
Plans Total
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 September, 2025 $ ( 9,285 ) $ ( 171 ) $ 549 ( 8,907 )
Balance at December 31, 2024 $ ( 18,889 ) $ 1,485 $ 579 $ ( 16,825 )
OCI before reclassifications 9,604 ( 1,656 ) ( 4 ) 7,944
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 )
OCI before reclassifications 6,436 ( 2,427 ) ( 2 ) 4,007
Amounts reclassified from AOCI — — — —
Balance at September 30, 2024 $ ( 12,815 ) $ ( 169 ) $ ( 132 ) $ ( 13,116 )
Balance at December 31, 2023 $ ( 17,339 ) $ 820 $ ( 118 ) $ ( 16,637 )
OCI before reclassifications 4,524 ( 989 ) 3 3,538
Amounts reclassified from AOCI — — ( 17 ) ( 17 )
Balance at September 30, 2024 $ ( 12,815 ) $ ( 169 ) $ ( 132 ) $ ( 13,116 )
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Note 8 - Fair Value Measurement
Mid Penn uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. Mid Penn groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs. The fair value hierarchy is as follows:
Level 1 - Inputs that represent quoted prices for identical instruments in active markets.
Level 2 - Inputs that represent quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 - Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
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 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.
September 30, 2025
(In thousands) Level 1 Level 2 Level 3 Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies $ — $ 19,942 $ — $ 19,942
Mortgage-backed U.S. government agencies — 365,623 — 365,623
State and political subdivision obligations — 3,778 — 3,778
Corporate debt securities — 38,009 — 38,009
Equity securities 442 — — 442
Loans held for sale — 6,085 — 6,085
Other assets:
Derivative assets — 9,491 — 9,491
Other liabilities:
Derivative liabilities — 9,201 9,201
December 31, 2024
(In thousands) Level 1 Level 2 Level 3 Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies $ — $ 21,507 $ — $ 21,507
Mortgage-backed U.S. government agencies — 202,944 — 202,944
State and political subdivision obligations — 3,596 — 3,596
Corporate debt securities — 32,430 — 32,430
Equity securities 428 — — 428
Loans held for sale — 7,064 — 7,064
Other assets:
Derivative assets — 13,708 — 13,708
Other liabilities:
Derivative liabilities — 11,118 — 11,118
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The valuation methodologies and assumptions used to estimate the fair value for the items in the preceding tables are as follows:
Available for sale investment securities - The fair value of equity and debt securities classified as available for sale is determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather, relying on the securities’ relationship to other benchmark quoted prices.
Equity securities - The fair value of equity securities with readily determinable fair values is recorded on the Consolidated Balance Sheet, with realized and unrealized gains and losses reported in other expense on the Consolidated Statements of Income.
Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value. 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. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair value. These characteristics classify interest rate swap agreements as Level 2.
Mortgage banking derivatives - represent the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors and the fair value of interest rate swaps. The fair values of Mid Penn’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. These characteristics classify Mortgage banking derivatives as Level 2. 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; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, upon their acquisition or when there is evidence of impairment).
The following table illustrates financial instruments measured at fair value on a nonrecurring basis:
September 30, 2025
(In thousands) Level 1 Level 2 Level 3 Total
Individually evaluated loans, net of ACL $ — $ — $ 15,752 $ 15,752
Foreclosed assets held for sale — — 9,346 9,346
December 31, 2024
(In thousands) Level 1 Level 2 Level 3 Total
Individually evaluated loans, net of ACL $ — $ — $ 21,171 $ 21,171
Foreclosed assets held for sale — — 44 44
Net loans - This category consists of loans that were individually evaluated for credit losses, net of the related ACL, and have been classified as Level 3 assets. All of Mid Penn’s individually evaluated loans for 2025 and 2024, whether reporting
a specific allowance allocation or not, are considered collateral-dependent. Mid Penn utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.
Foreclosed assets held for sale - Values are based on appraisals that consider the sales prices of property in the proximate vicinity.
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The following table presents additional information about the valuation techniques for level 3 assets measured at fair value on a nonrecurring basis.
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
Individually evaluated loans, net of ACL $ 21,171 Appraisal of collateral Appraisal adjustments — % - 100 % 5.6 %
Foreclosed assets held for sale 44 Appraisal of collateral Appraisal adjustments 26 % - 26 % 26.0 %
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:
September 30, 2025
Carrying
Amount Estimated Fair Value
(In thousands) Level 1 Level 2 Level 3 Total
Financial instruments - assets
Cash and cash equivalents $ 257,169 $ 257,169 $ — $ — $ 257,169
Available-for-sale securities 427,352 — 427,352 — 427,352
Held-to-maturity securities 354,094 — 325,606 — 325,606
Equity securities 442 442 — — 442
Loans held for sale 6,085 — 6,085 — 6,085
Net loans 4,783,797 — — 4,820,035 4,820,035
Restricted investment in bank stocks 6,737 6,737 — 6,737
Accrued interest receivable 29,705 29,705 — — 29,705
Derivative assets 9,491 — 9,491 — 9,491
Financial instruments - liabilities
Deposits $ 5,342,720 $ — $ 5,352,901 $ — $ 5,352,901
Short-term borrowings — — — — —
Long-term debt (1)
20,304 — 20,343 — 20,343
Subordinated debt 37,149 — 36,542 — 36,542
Accrued interest payable 16,460 16,460 — — 16,460
Derivative liabilities 9,201 — 9,201 — 9,201
(1) Long-term debt excludes finance lease obligations.
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December 31, 2024
Estimated Fair Value
(In thousands) Carrying
Amount Level 1 Level 2 Level 3 Total
Financial instruments - assets
Cash and cash equivalents $ 70,564 $ 70,564 $ — $ — $ 70,564
Available-for-sale securities 260,477 — 260,477 — 260,477
Held-to-maturity securities 382,447 — 340,648 — 340,648
Equity securities 428 428 — — 428
Loans held for sale 7,064 — 7,064 — 7,064
Net loans 4,407,556 — — 4,430,623 4,430,623
Restricted investment in bank stocks 7,461 7,461 — 7,461
Accrued interest receivable 26,846 26,846 — — 26,846
Derivative assets 13,708 — 13,708 — 13,708
Financial instruments - liabilities
Deposits $ 4,689,927 $ — $ 4,684,548 $ — $ 4,684,548
Short-term debt 2,000 — 2,000 — 2,000
Long-term debt (1)
20,540 — 19,120 — 19,120
Subordinated debt 45,741 — 42,811 — 42,811
Accrued interest payable 13,484 13,484 — — 13,484
Derivative liabilities 11,118 — 11,118 — 11,118
(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 September 30, 2025 and December 31, 2024.
Note 9 - Commitments and Contingencies
Guarantees and commitments to extend credit
Mid Penn is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. The commitments include various guarantees and commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Mid Penn evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the customer. Standby letters of credit and financial guarantees written are conditional commitments to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. 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 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. Mid Penn maintains a separate ACL on OBS credit exposures, including unfunded loan commitments and letters of credit, which is included in other liabilities on the accompanying Consolidated Balance Sheets.
The ACL - OBS is adjusted as a provision for OBS commitments in provision for credit losses. The estimate includes consideration of the likelihood that funding will occur, an estimate of exposure at default that is derived from utilization rate assumptions using a non-modeled approach, and PD and LGD estimates that are derived from the same models and
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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 $ 3.0 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
C&I 1,203 356 1,559
CRE NonOwner Occupied 113 22 135
CRE Owner Occupied 118 ( 12 ) 106
Consumer 3 — 3
Farmland 99 ( 15 ) 84
HELOC & Junior Liens 125 10 135
Multifamily 23 2 25
Other Construction & Land 1,042 ( 388 ) 654
Residential Construction 469 ( 219 ) 250
Residential First Liens 7 ( 7 ) —
$ 3,218 $ ( 247 ) $ 2,971
(in thousands) Balance at
December 31, 2024 Provision/(Benefit) for Credit Loss Balance at September 30, 2025
1-4 Family Rental $ 16 $ 4 $ 20
C&I 1,165 394 1,559
CRE NonOwner Occupied 132 3 135
CRE Owner Occupied 98 8 106
Consumer 3 — 3
Farmland 92 ( 8 ) 84
HELOC & Junior Liens 92 43 135
Multifamily 27 ( 2 ) 25
Other Construction & Land 792 ( 138 ) 654
Residential Construction 516 ( 266 ) 250
Residential First Liens 6 ( 6 ) —
$ 2,939 $ 32 $ 2,971
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(in thousands) Balance at
June 30, 2024 (Benefit)/Provision for Credit Loss Balance at
September 30, 2024
1-4 Family Rental $ 13 $ 1 $ 14
C&I 1,154 ( 8 ) 1,146
CRE NonOwner Occupied 110 22 132
CRE Owner Occupied 128 ( 14 ) 114
Consumer 3 — 3
Farmland 97 ( 23 ) 74
HELOC & Junior Liens 96 ( 6 ) 90
Multifamily 27 14 41
Other Construction & Land 783 ( 51 ) 732
Residential Construction 655 ( 43 ) 612
Residential First Liens 5 3 8
$ 3,071 $ ( 105 ) $ 2,966
(in thousands) Balance at
December 31, 2023 (Benefit)/Provision for Credit Loss Balance at September 30, 2024
1-4 Family Rental $ 11 $ 3 $ 14
C&I 1,270 ( 124 ) 1,146
CRE NonOwner Occupied 113 19 132
CRE Owner Occupied 106 8 114
Consumer 3 — 3
Farmland 108 ( 34 ) 74
HELOC & Junior Liens 100 ( 10 ) 90
Multifamily 24 17 41
Other Construction & Land 1,036 ( 304 ) 732
Residential Construction 778 ( 166 ) 612
Residential First Liens 18 ( 10 ) 8
$ 3,567 $ ( 601 ) $ 2,966
Litigation
Mid Penn and its subsidiaries are subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to Mid Penn’s consolidated financial position. On at least a quarterly basis, Mid Penn assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that Mid Penn will incur losses and the amounts of the losses can be reasonably estimated, Mid Penn records an expense and corresponding liability in its consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to Mid Penn and involves elements of judgment and significant uncertainties. While Mid Penn does not believe that the outcome of pending or threatened litigation or other matters will be material to Mid Penn’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause Mid Penn to incur additional expenses, which could be significant, and possibly material, to Mid Penn’s results of operations in any future period.
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Note 10 - Debt
Short-term FHLB and Correspondent Bank Borrowings
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 $ 2.6 billion at September 30, 2025. 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 September 30, 2025 and December 31, 2024.
(Dollars in thousands) September 30, 2025 December 31, 2024
FHLB fixed rate instruments:
Due February 2026, 4.51 %
$ 20,000 $ 20,000
Due August 2026, 4.80 %
292 523
Due February 2027, 6.71 %
12 17
Total FHLB fixed rate instruments 20,304 20,540
Lease obligations included in long-term debt 2,954 3,063
Total long-term debt $ 23,258 $ 23,603
As a member of the FHLB, the Bank can access a number of credit products which are utilized to provide liquidity. The FHLB fixed rate instruments obtained by the Bank are secured under the terms of a blanket collateral agreement with the FHLB consisting of FHLB stock and qualifying Bank loan receivables, principally real estate secured loans. 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 $ 160.5 million and $ 156.0 million as of September 30, 2025 and December 31, 2024, respectively.
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Note 11 - Subordinated Debt
Subordinated Debt Assumed November 2021 with the Riverview Acquisition
On November 30, 2021, Mid Penn completed its acquisition of Riverview and assumed $ 25.0 million of subordinated notes (the "Riverview Notes"). In accordance with purchase accounting principles, the Riverview Notes were assigned a fair value premium of $ 2.3 million. The notes are treated as Tier 2 capital for regulatory reporting purposes.
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, 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
On December 22, 2020, Mid Penn entered into agreements for and sold at 100 % of their principal amount, an aggregate of $ 12.2 million of its subordinated notes due December 2030 (the "December 2020 Notes") on a private placement basis to accredited investors. The December 2020 Notes are treated as Tier 2 capital for regulatory capital purposes.
The December 2020 Notes bear interest at a rate of 4.5 % per year for the first five years and then float at the Wall Street Journal’s Prime Rate plus 50 bp, provided that the interest rate applicable to the outstanding principal balance during the period the December 2020 Notes are floating will at no time be less than 4.5 %. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2021. 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. Mid Penn has notified its regulators of its intention to redeem the December 2020 Notes on December 31, 2025.
Subordinated Debt Issued March 2020
On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $ 15.0 million aggregate principal amount of its subordinated notes due March 2030 (the "March 2020 Notes"). The March 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.
The March 2020 Notes bear interest at a rate of 4.0 % per year for the first five years and then float at the Wall Street Journal’s Prime Rate, provided that the interest rate applicable to the outstanding principal balance during the period the March 2020 Notes are floating will at no time be less than 4.25 %. Interest is payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2020, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 30, June 30, September 30 and December 30.
The March 2020 Notes were redeemable in whole or in part, without premium or penalty, at any time on or after March 30, 2025 and prior to March 30, 2030. Mid Penn redeemed the remaining March 2020 Notes in whole on June 30, 2025.
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Note 12 - Common Stock and Equity Incentive Plans
Treasury Stock Repurchase Program
Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020, and renewed through April 30, 2026 by Mid Penn’s Board of Directors on April 23, 2025. The Program authorizes the repurchase of up to $ 15.0 million of Mid Penn’s outstanding common stock. Under the Program, Mid Penn conducts repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Repurchases under the Program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The Program is able to be modified, suspended or terminated at any time, at Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The Program does not obligate Mid Penn to repurchase any shares.
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
Under Mid Penn’s amended and restated DRIP, 300,000 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance. The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.
Equity Incentive Plans
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 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. Restricted shares granted to employees vest in equal amounts on the anniversary of the grant date over the vesting period and the expense is a component of salaries and benefits expense on the Consolidated Statement of Income. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally between one and four years . Restricted shares granted to directors have a twelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the Consolidated Statement of Income.
Equity Awards Assumed from William Penn Acquisition
In connection with the acquisition of William Penn on April 30, 2025, the 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
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thousand. 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.
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Note 13 - Earnings Per Share
Basic earnings per share ("EPS") is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding plus the effect of potentially dilutive common shares, which include stock options and unvested restricted stock awards, using the treasury stock method.
The following data shows the amounts used in computing basic and diluted earnings per common share:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2025 2024 2025 2024
Net income $ 18,297 $ 12,301 $ 36,801 $ 36,205
Weighted average common shares outstanding (basic) 23,005,504 16,612,657 21,322,698 16,585,719
Effect of dilutive stock based compensation awards (includes unvested restricted stock and stock options) 272,063 44,512 265,021 39,840
Weighted average common shares outstanding (diluted) 23,277,567 16,657,169 21,587,719 16,625,559
Basic earnings per common share $ 0.80 $ 0.74 $ 1.73 $ 2.18
Diluted earnings per common share 0.79 0.74 1.70 2.18
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 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 nine months ended September 30, 2024.
Note 14 - Segment Reporting
Mid Penn operates as a single reportable segment, providing a broad range of banking and financial services to individuals, businesses, and institutional clients. These services include commercial and consumer lending, deposit products, wealth management, insurance, and treasury management solutions. The Chief Executive Officer and the Chief Financial Officer are the Mid Penn Chief Operating Decision Makers ("CODM"). The CODM regularly evaluates financial performance and allocates resources on a consolidated basis.
The following table presents certain information reviewed by management:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Net interest income $ 53,629 $ 40,169 $ 144,344 $ 115,391
(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
Provision for Income taxes 5,967 2,571 8,550 7,644
Net income 18,297 12,301 36,801 36,205
Total assets $ 6,267,349 $ 5,527,025 $ 6,267,349 $ 5,527,025
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Other Segment Information
Revenue Composition: Mid Penn generates revenue primarily from net interest income and non-interest income, including fees from deposit accounts, wealth management, insurance, and treasury services.
Capital Allocation & Performance Metrics: The CODM assesses performance based on key financial metrics, including net interest margin, return on average assets ("ROAA"), return on average equity ("ROAE") and core efficiency ratio.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.