What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-03-13 · 164 added, 142 removed, 580 unchanged (35% of the section changed)

18 unchanged sentences

• the effect of changes in accounting policies and practices, as may be adopted by regulatory agencies, as well as the Public Company Accounting Oversight Board, Financial Accounting Standards Board, the SEC, and other accounting and reporting rule making authorities;

• the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, including litigation related to the Merger;

• the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

• changes in technology;

7 unchanged sentences

• results of regulatory examination and supervision processes;

• the ability to obtain regulatory approvals and satisfy other closing conditions to the Merger, including approval by the shareholders of Mid Penn and William Penn;

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

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

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

8 unchanged sentences

This Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of Mid Penn’s Consolidated Financial Statements from the view of management and should be read in conjunction with the Consolidated Financial Statements of the Corporation and Notes thereto and other detailed information appearing elsewhere in this Annual Report on Form 10-K.

The comparability of the results of operations for the years ended 2024 and 2023, compared to 2022, in general, have been materially impacted by the Brunswick Acquisition, which closed on May 19, 2023.

The comparability of the results of operations for the year ended 2025 compared to 2024 and 2023, in general, has been materially impacted by the William Penn Acquisition, which closed on April 30, 2025.

Mid Penn is not aware of any current trends, events, uncertainties or any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on Mid Penn’s or the Bank’s liquidity, capital resources, or operations.

4 unchanged sentences

The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties.

Offsetting these revenue sources are provisions for credit losses, non-interest expenses and income taxes.

Offsetting these revenue sources are provisions for credit losses, noninterest expenses and income taxes.

MID PENN BANCORP, INC.

1 unchanged sentence

The following table presents a summary of the Corporation's earnings and selected performance ratios:

(Dollars in thousands)

2025 2024 2023

3 unchanged sentences

Return on average assets 0.93 % 0.91 % 0.77 %

0.91 % 0.77 % 1.22 %

Return on average equity 7.70 % 8.61 % 7.16 %

8.61 % 7.16 % 10.98 %

Net interest margin (1)

3.56 % 3.11 % 3.26 %

Non-performing assets to total assets 0.41 % 0.27 % 0.21 %

Nonperforming assets to total assets 0.50 % 0.41 % 0.27 %

Net charge-off to average loans 0.029 % 0.019 % 0.009 %

(1) Presented on a FTE basis using a 21% Federal tax rate and statutory interest expense disallowances.

See also the "Net Interest Income" section.

(2) Annualized ratios

See also the "Net Interest Income"

On April 30, 2025, Mid Penn completed the William Penn Acquisition, which added total assets of $726.5 million, including $405.3 million of loans and included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey.

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.

During the second quarter of 2023, Mid Penn completed the Brunswick Acquisition, which added total assets of $390.7 million comprised primarily of $324.5 million of loans.

2 unchanged sentences

Summary of Financial Results

• Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the year ended December 31, 2024 was $49.4 million or $2.90 per common share basic and diluted, compared to earnings of $37.4 million or $2.29 per common share basic and diluted for the year ended December 31, 2023.

The results for the year ended December 31, 2024 were favorably impacted by loan growth, and interest income growth.

• Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the year ended December 31, 2025 was $56.2 million or $2.59 per basic and $2.55 per diluted common share, compared to earnings of $49.4 million or $2.90 per basic and diluted common share for the year ended December 31, 2024.

The increase in net income was partially offset by a higher weighted-average number of shares outstanding in 2025, which contributed to a lower diluted earnings per share compared to the prior year.

• Net Interest Income

◦ Net Interest Margin - For the year ended December 31, 2025, Mid Penn’s FTE net interest margin was 3.56% versus 3.11% for the year ended December 31, 2024.

The Federal Reserve’s Federal Open Market Committee ("FOMC") decreased rates three times during 2024.

The yield on interest-earning assets increased 44 basis point(s) ("bp") for the year ended December 31, 2024 compared to the year ended December 31, 2023 and the rate on interest-bearing liabilities increased 70 bp for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The yield on interest-earning assets increased 11 basis point(s) ("bp") for the year ended December 31, 2025 compared to the year ended December 31, 2024 and the rate on interest-bearing liabilities decreased 42 bp for the year ended December 31, 2025 compared to the year ended December 31, 2024.

◦ Loan Growth - Total loans, net of unearned income, as of December 31, 2025 were $4.9 billion compared to $4.4 billion as of December 31, 2024 , an increase of $419.8 million, or 9.4% .

The loan growth occurred primarily within Mid Penn’s commercial real estate loan portfolio.

The mix of commercial real estate and commercial portfolios in relation to the total change in the loan portfolio increased 111.1% and 15.9%, respectively from December 31, 2023 to December 31, 2024.

Non-owner occupied office commercial real estate exposure represents 28.2% of total loan balances and is primarily limited to suburban offices.

◦ Deposit Growth - Total deposits increased $343.7 million, or 7.9%, from $4.3 billion at December 31, 2023, to $4.7 billion at December 31, 2024.

• Asset Quality - ACL at December 31, 2024 was $35.5 million, or 0.80% of total loans, as compared to $34.2 million, or 0.80% of total loans at December 31, 2023.

Loan growth was driven primarily by an increase in residential mortgage loans of $215.9 million, an increase in nonowner occupied commercial real estate of $113.0 million, an increase in owner occupied commercial real estate of $94.9 million, an increase in commercial and industrial loans of $14.6 million, and a $6.4 million increase in multifamily loans, partially offset by a $29.9 million decrease in construction loans.

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

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

◦ Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $817 thousand and net loan charge-offs of $332 thousand for the years ended December 31, 2024 and 2023, respectively.

◦ Non-performing assets - Total non-performing assets were $22.7 million at December 31, 2024, an increase compared to non-performing assets of $14.5 million at December 31, 2023.

The increase was partially a result of the addition of two commercial loans with a combined balance of $3.0 million, and two commercial real estate loans with a combined balance of $2.3 million being placed on nonaccrual in the fourth quarter of 2024.

◦ Deposit Growth - Total deposits increased $524.7 million, or 11.2%, from $4.7 billion as of December 31, 2024, to $5.2 billion as of December 31, 2025.

The growth was driven by an increase of $499.1 million in interest-bearing transaction accounts, an increase of $74.8 million in noninterest-bearing accounts, partially offset by a decrease of $49.2 million in time deposits.

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

• Asset Quality - ACL as of December 31, 2025 was $36.1 million, or 0.74% of total loans, as compared to $35.5 million, or 0.80% of total loans as of December 31, 2024.

◦ Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $1.4 million and $817 thousand for the years ended December 31, 2025 and 2024, respectively.

◦ Non-performing assets - Total non-performing assets were $30.8 million as of December 31, 2025, an increase of $8.1 million compared to non-performing assets of $22.7 million as of December 31, 2024.

The increase during 2025 was primarily related to the addition of one C&I relationship for $4.7 million offset by the sale of one foreclosed commercial real estate property for $1.4 million.

Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.69% of total loans as of December 31, 2025, compared to 0.52% as of December 31, 2024.

◦ Provision/Benefit for credit losses - Loans - The provision for credit losses - loans was $1.6 million for the year ended December 31, 2025 compared to $2.1 million for the year ended December 31, 2024.

The decrease in provision for the year ended December 31, 2024, is primarily due to a decrease in loss factors across most portfolios.

Prior to 2023, ACL and related provision are presented in accordance with the previous accounting guidance using the incurred loss method.

The PCL for the year ended December 31, 2023 includes an initial provision for credit losses on non-PCD loans acquired in the Brunswick Acquisition of $2.0 million.

The decrease for the year ended December 31, 2025 was primarily attributable to reduced expected losses driven by updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds, partially offset by a $2.3 million reserve on non-PCD loans acquired through the William Penn Acquisition.

• Noninterest Income - Noninterest income totaled $26.8 million for the year ended December 31, 2025, a $4.3 million, or 19.3%, increase compared to the year ended December 31, 2024.

The increase was primarily attributable to a $2.2 million increase in other miscellaneous income, driven by increases in Bank-owned life insurance benefits received, and a $1.1 million increase in mortgage banking income, partially offset by a $379 thousand decrease in fiduciary and wealth management and a $314 thousand decrease in mortgage hedging.

• Noninterest Expense - Noninterest expense totaled $117.6 million, a decrease of $972 thousand, or 0.8%, compared to noninterest expense of $118.6 million for the year ended December 31, 2023.

The decrease was primarily driven by a $5.0 million decrease in merger and acquisition expenses and a $3.0 million decrease in post-acquisition restructuring expenses, partially offset by a $4.8 million increase in salaries and benefits expense, driven by year-end employee bonus incentives, increases in employee salaries, and increased costs of employee medical benefits, a $1.4 million increase in legal and professional fees, and a $1.4 million increase in software licensing and utilization expense.

• Borrowings paid downs - During 2024, Mid Penn paid off $35.3 million of long-term debt.

The increase in noninterest income is primarily driven by an $838 thousand increase in earnings from the cash surrender value of life insurance, a $618 thousand increase in fiduciary and wealth management income, a $356 thousand increase in mortgage banking income, and a $2.2 million increase in other noninterest income, driven by a $1.1 million increase in insurance commissions, a $910 thousand increase in loan level swap fees, and a $534 thousand increase in recoveries on loans previously acquired in business combinations, which are recognized in noninterest income, rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment.

This increase also includes a $420 thousand gain on the closing of an investment in a reinsurance entity acquired from another institution, a $307 thousand increase in sales tax refunds received, and $362 thousand in swap cancellation gains tied to eliminated brokered deposits, partially offset by a $2.2 million decrease in death benefits received.

• Noninterest Expense - Noninterest expense for the year ended December 31, 2025 totaled $152.3 million, an increase of $34.7 million, or 29.5%, compared to noninterest expense of $117.6 million for the year ended December 31, 2024.

Salaries and benefits increased $13.9 million for the year ended December 31, 2025, compared to the same period in 2024.

The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $3.1 million that were recognized in the year ended December 31, 2025;

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

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

Merger and acquisition expenses increased $11.0 million for the year ended December 31, 2025, which includes $10.1 million of merger related expenses related to the William Penn Acquisition, $713 thousand related to the 1st Colonial acquisition, $172 thousand related to the Cumberland Advisors Acquisition, and $164 thousand related to the Charis Insurance Group acquisition.

Software licensing and utilization costs increased $3.3 million for the year ended December 31, 2025, compared to the same period in 2024.

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

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

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Occupancy expenses increased $2.3 million for the year ended December 31, 2025, compared to the same period in 2024.

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

• Borrowings paid down - During 2025, Mid Penn paid off $318 thousand of long-term debt and redeemed a total of $45.3 million of subordinated debt.

• Share Repurchases - Mid Penn repurchased 79,169 shares during 2025 at an average price per share of $28.50 under its share repurchase program.

• Business Combinations

◦ 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.

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

◦ On April 30, 2025, Mid Penn completed its acquisition of William Penn through the merger of William Penn with and into Mid Penn with Mid Penn being the surviving corporation.

In connection with this acquisition, William Penn Bank, a wholly owned subsidiary of William Penn, merged with and into Mid Penn Bank, a wholly owned subsidiary of Mid Penn.

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

◦ On July 31, 2024, Mid Penn acquired the insurance business and related accounts of Commonwealth Benefits Group, 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.

◦ On May 19, 2023, Mid Penn completed its acquisition of Brunswick through the merger of Brunswick with and into Mid Penn with Mid Penn being the surviving corporation.

3 unchanged sentences

Application of certain principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities.

The judgments and estimates used in applying these principles are based on historical experiences and

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

other factors which are believed to be reasonable under the circumstances.

The judgments and estimates used in applying these principles are based on historical experiences and other factors which are believed to be reasonable under the circumstances.

Because of the nature of the judgments and estimates that have been made, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the reported results of operations.

6 unchanged sentences

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.

Evaluations of the portfolio and individual credits are inherently

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

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 judgment 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.

6 unchanged sentences

As such, the calculation of ACL is inherently subjective and requires management to exercise significant judgment.

The CECL estimate is highly sensitive to the economic forecasts used to develop the estimate.

While management uses the best information known to it in order to make ACL valuations, adjustments to the ACL may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance.

The CECL estimate, including assumptions related to interest rates, unemployment, and economic growth, is highly sensitive to the economic forecasts used to develop the estimate.

While management uses the best information known to it to make ACL valuations, adjustments to the ACL may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance.

In times of economic slowdown, either local, regional or national, the risk inherent in the loan portfolio could increase resulting in the need for additional provisions to the ACL in future periods.

1 unchanged sentence

For further discussion of the methodology used in the determination of the ACL, refer to "Note 1, Summary of Significant Accounting Policies", "Note 3 - Investment Securities", "Note 4 - Loans and Allowance for Credit Losses - Loans" and "Note 18 - Commitments and Contingencies" to the Consolidated Financial Statements.

To the extent actual outcomes differ from management estimates, additional PCL may be required that would adversely impact earnings in future periods.

The allowance for credit losses - Loans was $35.5 million as of December 31, 2024, an increase of $1.3 million, or 3.9%, compared to $34.2 million as of December 31, 2023.

The increase was primarily the result of an increase in the reserve for individually analyzed loans during the fourth quarter of 2024.

To the extent actual outcomes differ from management estimates, additional provision for credit losses may be required that would adversely impact earnings in future periods.

The allowance for credit losses - loans was $36.1 million as of December 31, 2025, an increase of $577 thousand, or 1.6%, compared to $35.5 million as of December 31, 2024.

The increase for the year ended December 31, 2025 was primarily attributable to a $2.3 million reserve on non-PCD loans acquired through the William Penn Acquisition, offset by reduced expected losses driven by updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds.

Mid Penn evaluates goodwill annually for impairment unless events occur which indicate that impairment is possible, a triggering event.

At December 31, 2024, Mid Penn had goodwill of $128.2 million and Mid Penn's stock continues to trade below book value.

As of December 31, 2025, Mid Penn had goodwill of $136.6 million and Mid Penn's stock continues to trade below book value.

Our annual impairment test was conducted during the fourth quarter of 2025.

Goodwill is calculated as a purchase premium using the market participant and peer group control premium approach.

Additional factors considered include actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among

Additional factors considered include actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among others.

MID PENN BANCORP, INC.

3 unchanged sentences

Refer to "Note 1 - Summary of Significant Accounting Policies" and "Note 6 - Goodwill and Intangible Assets" for further details on the Company's goodwill.

Business Combinations

Assets acquired and liabilities assumed in business combinations are measured at fair value as of the acquisition date.

In many cases, determining the fair value of the assets acquired and liabilities assumed requires Mid Penn to estimate the timing and amount of cash flows expected to result from these assets and liabilities and to discount these cash flows at appropriate rates of interest, which require the utilization of significant estimates and judgment in accounting for the acquisition.

Refer to "Note 1 - Summary of Significant Accounting Policies" and "Note 2 - Business Combinations" for further details on the Company's business combinations.

Results of Operations

4 unchanged sentences

Tax-equivalent adjustments were calculated using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023.

For purposes of calculating loan yields, average loan balances include non-accrual loans.

For purposes of calculating loan yields, average loan balances include nonaccrual loans.

Loan fees of $5.5 million, $4.8 million and $4.6 million are included with loan interest income in the following table for the years ended December 31, 2025, 2024, and 2023, respectively.

27 unchanged sentences

Long-term debt 23,358 1,030 4.41 27,937 1,321 4.73 45,304 975 2.15

Subordinated debt and trust preferred securities 46,045 1,696 3.68 49,328 2,008 4.07 70,583 2,830 4.01

Subordinated debt 35,881 1,458 4.06 46,045 1,696 3.68 49,328 2,008 4.07

Total Interest-bearing Liabilities 4,403,444 124,675 2.83 3,997,337 129,912 3.25 3,506,920 89,366 2.55

21 unchanged sentences

Increase (decrease) Increase (decrease)

(Dollars in thousands) Volume Rate Net Volume Rate Net

(In thousands) Volume Rate (1)

Net Volume Rate (1)

INTEREST INCOME:

6 unchanged sentences

Loans, net of unearned income 20,372 6,290 26,662 28,567 18,895 47,462

Restricted Investment Bank Stocks 236 188 424 243 332 575

Restricted investment in bank stocks (652) (193) (845) 236 188 424

Total Interest Income $ 29,372 $ 7,815 $ 37,187 $ 30,266 $ 19,978 $ 50,244

13 unchanged sentences

Tax-exempt income is shown on a tax equivalent basis using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023.

For the year ended December 31, 2024, Mid Penn’s FTE net interest margin was 3.11% versus 3.26% for the year ended December 31, 2023 and 3.59% for the year ended December 31, 2022.

For the year ended December 31, 2025, Mid Penn’s FTE net interest margin was 3.56% compared to 3.11% for the year ended December 31, 2024 and 3.26% for the year ended December 31, 2023.

The increase in net interest margin was primarily a result of a decrease in funding costs, reflecting lower average interest-bearing liabilities, as well as higher yields on interest-earning assets and growth in average interest-earning assets.

During 2025, FTE net interest income increased $42.4 million, or 27.1%, compared to 2024.

Interest income increased $29.4 million as the result of a $552.4 million, or 10.9%, increase in average interest-earning assets in 2025 compared to 2024, and increased $7.8 million as the result of a 11 bp increase in the yield on interest-earning assets in 2025 compared to 2024.

The decrease to net interest margin was primarily a result of an increase in funding costs and growth in average interest-bearing liabilities, partially offset by higher yields on interest-earning assets and growth in average interest-earning assets.

Average total loans, net, increased $335.6 million , or 7.7%, contributing $20.4 million to the increase in interest income.

The yield on average total loans, net, increased from 6.07% for 2024 to 6.20% for 2025.

The increase in the yield was primarily the result of the higher interest rate environment during 2024.

Total average federal funds sold increased $29.3 million , contributing $1.5 million to the increase in FTE interest income, and the average yield on federal funds sold increased 8 bps, contributing $30 thousand to the increase in FTE interest income.

Loan yields increased due to higher rate loan production and portfolio mix shifts, partially offset by the impact of lower market interest rates.

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Interest expense for 2024 increased by $40.5 million or 45.4% when compared to 2023.

The cost of interest-bearing liabilities increased to 3.25% in 2024 from 2.55% in 2023 and 0.58% in 2022.

The rate on total interest-bearing deposits increased to 3.12% in 2024 from 2.40% in 2023 and 0.48% in 2022.

The increase in the rate was primarily a result of deposit growth and a shift in the mix of deposits from noninterest-bearing to higher yielding demand, money market and time deposits.

Mid Penn continued to offer higher rates to both retain and attract deposits.

In addition, average short-term borrowings of $190.9 million were used to help fund loan growth, contributing to the $3.5 million increase in interest expense on short-term borrowings for the year ended December 31, 2024 as compared to 2023.

Total average federal funds sold increased $135.6 million , contributing $7.2 million to the increase in FTE interest income, partially offset by a 103 bps decrease in the average yield on federal funds sold, reducing FTE interest income by $1.8 million.

Interest expense decreased by $5.2 million or 4.0% for the year ended December 31, 2025 compared to 2024.

The cost of interest-bearing liabilities decreased to 2.83% in 2025 from 3.25% in 2024 and increased from 2.55% in 2023.

The rate on total interest-bearing deposits decreased to 2.81% in 2025 from 3.12% in 2024 and increased from 2.40% in 2023.

The decrease in the rate from 2024 was primarily a result of the Bank lowering rates in response to the Federal Reserve interest rate cuts in 2025.

In addition, average short-term borrowings decreased to $8.0 million from $190.9 million in 2024, which contributed to the $10.2 million decrease in interest expense on short-term borrowings for the year ended December 31, 2025 as compared to 2024.

Although the effective interest rate impact on interest-earning assets and funding sources can be reasonably estimated at current interest rate levels, the interest-bearing product and pricing options selected by customers, and the future mix of the loan, investment, and deposit products in the Bank's portfolios, may significantly change the estimates used in Mid Penn’s asset and liability management and related interest rate risk simulation models.

In addition, our net interest income may be impacted by further interest rate actions of the Federal Reserve’s FOMC.

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Provision for Credit Losses - Loans

The provision for credit losses on loans was $2.1 million for the year ended December 31, 2024, a decrease of $1.2 million or 34.9% compared to a provision for credit losses of $3.3 million for the year ended December 31, 2023.

The provision for credit losses on loans was $1.6 million for the year ended December 31, 2025, a decrease of $546 thousand or 25.5% compared to a provision for credit losses of $2.1 million for the year ended December 31, 2024.

The provision for credit losses on loans for the year ended December 31, 2024 decreased $1.2 million, or 34.9%, from the $3.3 million provision for credit losses on loans for the year ended December 31, 2023.

The decrease in provision for the year ended December 31, 2024 was primarily due to a decrease in loss factors across most portfolios.

The benefit for credit losses on off-balance sheet credit exposures was $628 thousand for the year ended December 31, 2024, compared to a provision of $404 thousand or the year ended December 31, 2023.

Prior to 2023, ACL and related provision are presented in accordance with the previous accounting guidance using the incurred loss method.

For the year ended December 31, 2024, Mid Penn had net charge-offs of $817 thousand compared to net charge-offs of $332 thousand for the year ended December 31, 2023, and net recoveries of $60 thousand for the year ended December 31, 2022 .

The decrease in provision for the year ended December 31, 2025 was primarily attributable to reduced expected losses resulting from updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds, partially offset by a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition.

The benefit for credit losses on off-balance sheet credit exposures was $301 thousand for the year ended December 31, 2025, compared to a benefit of $628 thousand for the year ended December 31, 2024, and a provision of $404 thousand for the year ended December 31, 2023.

For the year ended December 31, 2025, Mid Penn had net charge-offs of $1.4 million compared to net charge-offs of $817 thousand for the year ended December 31, 2024, and net charge-offs of $332 thousand for the year ended December 31, 2023 .

A summary of charge-offs and recoveries of loans and the provision for loan losses is shown in the table below.

2 unchanged sentences

The following table represents the analysis of the allowance for credit losses:

Years ended December 31,

Year ended December 31,

(In thousands) 2025 2024 2023

19 unchanged sentences

Commercial and industrial 9 1 —

Other Construction — — 24

Total construction — — 24

Residential mortgage

1 unchanged sentence

1-4 Family Rental — 22 31

HELOC and Junior Liens — — 2

Total residential mortgage 90 38 38

1 unchanged sentence

Total loans recovered 459 84 70

Net charge-offs (recoveries) 817 332 (60)

Net charge-offs 1,364 817 332

Provision for loan losses 1,598 2,144 3,295

5 unchanged sentences

The following table represents the ratio of net charge-offs (recoveries) to total average loans outstanding:

(In thousands)

As of December 31, 2024 Net charge-offs (Recoveries) Average Loans outstanding Ratio of net charge-offs (recoveries) to total average loans outstanding

(Dollars in thousands)

Year ended December 31, 2025 Net charge-offs (Recoveries) Average Loans outstanding Ratio of net charge-offs (recoveries) to total average loans outstanding

Commercial real estate

16 unchanged sentences

Total Loans $ 1,364 $ 4,752,010 0.029 %

As of December 31, 2023

Year ended December 31, 2024

Commercial real estate

18 unchanged sentences

Management’s Discussion and Analysis

As of December 31, 2022

(Dollars in thousands)

Year ended December 31, 2023

Commercial real estate

18 unchanged sentences

Noninterest income and variance analysis as of December 31:

Years Ended December 31,

Year Ended December 31,

(Dollars in thousands) 2025 2024 2023 $ Variance 2025 vs.

7 unchanged sentences

Earnings from cash surrender value of life insurance 1,979 1,141 1,112 838 73.4

Net gain on sales of investment activities 10 — — 10 100.0

Other income 10,047 7,812 5,627 2,235 28.6

1 unchanged sentence

For the year ended December 31, 2025, noninterest income totaled $26.8 million, an increase of $4.3 million or 19.3%, compared to noninterest income of $22.5 million for the year ended December 31, 2024.

Income from mortgage banking, service charges on deposits, earnings from cash surrender value of life insurance, and other income all increased compared to the prior year.

Mortgage banking income increase d $1.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 .

Mortgage loan originations and secondary-market loan sales and gains increased during 2024 as a result of decreases in interest rates.

Mortgage hedging income was $10 thousand for the year ended December 31, 2024 compared to $324 thousand for the same period in 2023.

The increase in noninterest income was primarily driven by an $838 thousand increase in earnings from the cash surrender value of life insurance, a $618 thousand increase in fiduciary and wealth management, a $356 thousand increase in mortgage banking, and a $2.2 million increase in other noninterest income, driven by a $1.1 million increase in insurance commissions, a $910 thousand increase in loan level swap fees, and a $534 thousand in recoveries on loans previously acquired in business combinations.

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

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Other income increased $2.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase in noninterest income is primarily driven by a $2.2 million increase in other miscellaneous noninterest income, driven by increases in Bank-owned life insurance benefits received.

For details on the variances of noninterest income for the year ended December 31, 2023 compared to the year ended December 31, 2022 refer to the "Noninterest Income" section of the Management's Discussion and Analysis in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

the acquisition date.

This increase also includes a $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, a $307 thousand increase in sales tax refunds received, and $362 thousand in swap cancellation gains tied to eliminated brokered deposits, partially offset by a $2.2 million decrease in death benefits received.

For details on the variances of noninterest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Income" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Noninterest Expense

Noninterest expense and variance analysis as of December 31:

Years Ended December 31,

(In Thousands) 2024 2023 2022 $ Variance

Year Ended December 31,

(Dollars in thousands) 2025 2024 2023 $ Variance

2024 % Variance

8 unchanged sentences

FDIC assessment 3,452 4,170 3,500 (718) (17.2)

(Gain) loss on sale or write-down of foreclosed assets, net 80 (144) (133) 224 N/M

Loss/(gain) on sale or write-down of foreclosed assets, net 646 80 (144) 566 707.5

Merger and acquisition expense 11,519 545 5,544 10,974 2013.5

2 unchanged sentences

Total Noninterest Expense $ 152,270 $ 117,616 $ 118,588 $ 34,654 29.5 %

N/M - Not Meaningful

For the year ended December 31, 2024, noninterest expense totaled $117.6 million, a decrease of $1.0 million, or 0.8%, compared to noninterest expense of $118.6 million for the year ended December 31, 2023.

The decrease was primarily driven by a $5.0 million decrease in merger and acquisition expenses, and a $3.0 million decrease in post-acquisition restructuring, partially offset by a $4.8 million increase in salaries and benefits expense, driven by year-end employee bonus incentives, increases in employee salaries, and increased costs of employee medical benefits, a $1.4 million increase in legal and professional fees, and a $1.4 million increase in software licensing and utilization.

For details on the variances of noninterest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 refer to the "Noninterest Expense" section of the Management's Discussion and Analysis in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The provision for income taxes was $10.6 million during the year ended December 31, 2024 , an increase of $3.3 million compared to $7.3 million for the same period in 2023 .

The provision for income taxes for the year ended December 31, 2024 reflects an effective combined Federal and state tax rate ("ETR") of 17.6%, compared to an ETR of 16.3% for the year ended December 31, 2023 .

The increase in the effective tax rates in 2024 compared to 2023 was a result of higher state taxes, driven by a prior year's benefit from the Brunswick acquisition.

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

For the year ended December 31, 2025, noninterest expense totaled $152.3 million, an increase of $34.7 million, or 29.5%, compared to noninterest expense of $117.6 million for the year ended December 31, 2024.

Salaries and benefits increased $13.9 million for the year ended December 31, 2025, compared to the same period in 2024.

The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $3.1 million that were recognized in the year ended December 31, 2025;

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

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

Software licensing and utilization costs increased $3.3 million for the year ended December 31, 2025, compared to the same period in 2024.

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

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

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

income housing investments.

Occupancy expenses increased $2.3 million for the year ended December 31, 2025, compared to the same period in 2024.

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

For details on the variances of noninterest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Expense" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The provision for income taxes was $16.1 million during the year ended December 31, 2025 , an increase of $5.5 million compared to $10.6 million for the same period in 2024 .

The provision for income taxes for the year ended December 31, 2025 reflects an effective combined Federal and state tax rate ("ETR") of 22.3%, com pared to an ETR of 17.6% for the year ended December 31, 2024.

The increase in the effective tax rate in 2025 compared to 2024 was primarily driven by items reflected in the effective tax rate reconciliation table, including a higher unfavorable impact of income from life insurance, and an increase in non-deductible merger and acquisition expenses.

The realization of Mid Penn’s deferred tax assets is dependent on future earnings.

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

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

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

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

These changes did not have a material impact on the Company’s federal income tax expense or liability for the year ended December 31, 2025.

The Company is currently evaluating the impact on future periods.

Financial Condition

Mid Penn’s total assets were $6.1 billion as of December 31, 2025, reflecting an increase of $663.0 million, or 12.1%, compared to total assets of $5.5 billion as of December 31, 2024.

The increase was primarily driven by organic loan growth, increases in investment securities, and an increase in Fed Funds Sold.

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

Investment Securities

Mid Penn’s portfolio of held-to-maturity ("HTM") securities, recorded at amortized cost, decreased $16.7 million to $382.4 million as of December 31, 2024, as compared to $399.1 million as of December 31, 2023.

Mid Penn’s total available-for-sale ("AFS") securities portfolio increased $36.9 million from $223.6 million at December 31, 2023 to $260.5 million at December 31, 2024.

At December 31, 2024, the unrealized loss on AFS investment securities resulted in a negative impact to shareholders’ equity of $1.6 million (comprised of a gross unrealized loss on securities of $2.0 million, net of deferred income tax).

At December 31, 2023, the unrealized gain on AFS investment securities resulted in a positive impact to shareholders’ equity of $2.0 million (comprised of a gross unrealized gain on securities of $2.1 million, net of deferred income tax).

Mid Penn does not have any significant concentrations of non-governmental securities within its investment portfolio.

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

Mid Penn’s investment portfolio includes both held-to-maturity securities and available-for-sale securities.

Mid Penn’s portfolio of held-to-maturity ("HTM") securities, recorded at amortized cost, decreased $35.2 million to $347.3 million as of December 31, 2025, as compared to $382.4 million as of December 31, 2024.

Mid Penn’s total available-for-sale ("AFS") securities portfolio increased $155.8 million from $260.5 million as of December 31, 2024 to $416.3 million as of December 31, 2025.

As of December 31, 2025, the unrealized gain on AFS investment securities resulted in a positive impact to shareholders’ equity of $11.9 million (comprised of a gross unrealized gain on securities of $14.1 million, net of deferred income tax).

As of December 31, 2024, the unrealized loss on AFS investment securities resulted in a negative impact to shareholders’ equity of $1.6 million (comprised of a gross unrealized loss on securities of $2.0 million, net of deferred income tax).

Mid Penn does not have any significant concentrations of non-governmental securities within its investment portfolio.

MID PENN BANCORP, INC.

1 unchanged sentence

The following table presents the expected maturities of the investment portfolio and the weighted-average yields (calculated based on historical cost and net of tax) as of December 31, 2025:

(In Thousands) One Year

(Dollars in thousands) One Year

and Less After One Year

1 unchanged sentence

Thru Ten Years After Ten

As of December 31, 2024 Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield

As of December 31, 2025 Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield

Available-for-sale securities, at fair value:

14 unchanged sentences

$ 31,474 1.94 % $ 142,491 2.11 % $ 135,452 2.22 % $ 37,868 2.15 % $347,285 2.20 %

Loans, net of unearned income

Total loans, net of unearned income, as of December 31, 2025 were $4.9 billion compared to $4.4 billion as of December 31, 2024.

The growth of $419.8 million, or 9.4%, since December 31, 2024 was primarily the result of the addition of loans from the William Penn Acquisition of $405.3 million.

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Loans, net of unearned income

The following table presents the ending balance of loans outstanding, by type, as of December 31:

19 unchanged sentences

$ 4,862,838 100.0 % $ 4,443,070 100.0 % $ 419,768 9.4 %

Total loans, net of unearned income, as of December 31, 2024 were $4.4 billion compared to $4.3 billion as of December 31, 2023, an increase of $190.3 million.

The majority of the Bank's loan portfolio is to businesses and individuals located within the Bank's primary market area of the Pennsylvania counties of Berks, Blair, Bucks, Chester, Clearfield, Cumberland, Dauphin, Fayette, Huntingdon, Lancaster, Lehigh, Luzerne, Montgomery, Perry, Schuylkill and Westmoreland, along with Middlesex and Monmouth counties of New Jersey.

The majority of the Bank's loan portfolio is to businesses and individuals located within the Bank's primary market area, which consists principally of central and southeastern Pennsylvania, along with select counties in New Jersey.

Commercial real estate, construction, and land development loans are collateralized mainly by mortgages on the income-producing real estate or land involved.

6 unchanged sentences

Lenders are provided with detailed underwriting policies for all types of credit risks accepted by the Bank and must obtain appropriate internal approvals for credit extensions.

The Bank also maintains strict documentation requirements and robust credit quality assurance practices in order to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.

The Bank generally secures its loans with real estate, with such collateral values dependent and subject to change based on real estate market conditions within its market area.

The Bank also maintains strict documentation requirements and robust credit quality assurance practices to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.

Most of the Bank's loans are secured by real estate, and the value of this collateral is dependent on and subject to change based on real estate market conditions within its market area.

MID PENN BANCORP, INC.

83 unchanged sentences

Total fixed and floating interest rates $ 566,833 $ 1,184,898 $ 1,412,284 $ 1,698,823 $ 4,862,838

Credit Quality, Credit Risk, and Allowance for Credit Losses

Mid Penn adopted FASB ASC 326, in accordance with the amendments of FASB ASU 2016-13, effective January 1, 2023.

The guidance in FASB ASC 326 replaced Mid Penn’s previous incurred loss methodology with a methodology that reflects the current expected credit losses and requires consideration of a broader range of reasonable and supportable information

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

to determine credit losses.

Credit Quality, Credit Risk, and Allowance for Credit Losses

Mid Penn’s ACL methodology for loans is based upon guidance within FASB ASC Subtopic 326-20, "Financial Instruments – Credit Losses – Measured at Amortized Cost," as well as regulatory guidance from the FDIC, the Bank's primary federal regulator.

6 unchanged sentences

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.

Determining the appropriateness of the allowance is complex and requires judgment 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 allowance and credit loss expense.

The following table represents the allowance for credit loss as a percentage of total loans:

(In Thousands)

(Dollars in thousands)

As of December 31, 2025 Total ACL - Loans Total Loans % of Total Loans Outstanding Allowance as a % of Loan Category

16 unchanged sentences

Total $ 36,091 $ 4,862,838 100.0 % 0.7 %

For a complete description of Mid Penn’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see "Note 4 – Loans and Allowance for Credit Losses – Loans" included in Part I.

– Financial Statements of this report.

Upon the adoption of FASB ASC 326 on January 1, 2023, Mid Penn recorded an overall increase of $15.0 million to the ACL on January 1, 2023 as a result of the adoption of CECL.

Retained earnings decreased $11.5 million and deferred tax assets increased by $3.1 million.

Included in the $15.0 million increase to the ACL was $3.1 million for certain OBS credit exposures that were previously recognized in other liabilities before the adoption of CECL.

The ACL and the related PCL for the year ended December 31, 2022 reflects Mid Penn’s application of the incurred loss method for estimating credit losses.

For more information regarding Mid Penn’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see "Note 4 – Loans and Allowance for Credit Losses – Loans" included in Part I.

– Financial Statements of this Annual Report on Form 10-K..

MID PENN BANCORP, INC.

2 unchanged sentences

(Dollars in thousands) 2025 2024 2023

Non-performing Assets:

Total non-accrual loans $ 22,610 $ 14,216 $ 8,585

Nonperforming Assets:

Total nonaccrual loans $ 22,951 $ 22,610 $ 14,216

Foreclosed real estate 7,806 44 293

Total non-performing assets 22,654 14,509 8,628

Total nonperforming assets 30,757 22,654 14,509

Accruing loans 90 days or more past due — — —

Total risk elements $ 30,757 $ 22,654 $ 14,509

Non-accrual loans as a percentage of total loans outstanding 0.51 % 0.33 % 0.24 %

Non-performing assets as a percentage of total loans outstanding and foreclosed real estate 0.51 % 0.34 % 0.25 %

Nonaccrual loans as a percentage of total loans outstanding 0.47 % 0.51 % 0.33 %

Nonperforming assets as a percentage of total loans outstanding and foreclosed real estate 0.63 % 0.51 % 0.34 %

Allowance for credit losses as a percentage of total loans 0.74 % 0.80 % 0.80 %

Ratio of ACL to non-performing loans 157.07 % 240.48 % 220.82 %

Total nonperforming assets were $22.7 million at December 31, 2024, an increase compared to nonperforming assets of $14.5 million at December 31, 2023.

The increase since December 31, 2023 was primarily the result of the addition of two commercial loans with a combined balance of $3.0 million, and two commercial real estate loans with a combined balance of $2.3 million being placed on nonaccrual in the fourth quarter of 2024.

Ratio of ACL-loans to nonperforming loans 157.25 % 157.07 % 240.48 %

Total nonperforming assets were $30.8 million as of December 31, 2025, an increase compared to nonperforming assets of $22.7 million as of December 31, 2024.

The increase during the year ended December 31, 2025 was primarily related to four commercial real estate and two commercial and industrial loans with a combined balance of $9.0 million that were placed on nonaccrual status during 2025.

This increase was partially offset by the sale of one foreclosed commercial real estate property of $1.4 million in the fourth quarter of 2025.

Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.69% of total loans as of December 31, 2025, compared to 0.52% and 0.49% as of December 31, 2024 and December 31, 2023, respectively.

Deposits and Other Funding Sources

Mid Penn's primary source of funds are retail deposits from businesses, public funds depositors, and consumers in its market area.

Mid Penn's primary source of funds is retail deposits from businesses, public funds depositors, and consumers in its market area.

For the year ended December 31, 2025, deposits totaled $5.2 billion, an increase of $524.7 million, or 11.2%, compared to $4.7 billion as of December 31, 2024.

10 unchanged sentences

Management’s Discussion and Analysis

As of December 31, 2024, uninsured deposits were approximately $1.4 billion compared to $1.2 billion as of December 31, 2023.

Uninsured deposits represent deposit balances in excess of FDIC insurance limits, based on ownership category.

As of December 31, 2025, uninsured deposits were $1.0 billion, or 19.2% of total deposits, compared to $1.4 billion, or 30.1% of total deposits, as of December 31, 2024.

The maturities of the uninsured time deposits as of December 31, 2025 were as follows:

6 unchanged sentences

As of December 31, 2025, the Bank had long-term debt outstanding in the amount of $23.1 million compared to $23.6 million as of December 31, 2024.

Subordinated debt and trust preferred securities totaled $45.7 million as of December 31, 2024 compared to $46.4 million as of December 31, 2023.

Subordinated debt and trust preferred securities was zero as of December 31, 2025 compared to $45.7 million as of December 31, 2024.

In June 2025, Mid Penn redeemed $15 million of subordinated debt issued in March of 2020.

In October 2025, Mid Penn redeemed $25 million of subordinated debt issued in November of 2021.

In December 2025, Mid Penn redeemed $12.2 million of subordinated debt issued in December of 2020.

There were no redemptions of subordinated debt in 2024.

In April 2023, Mid Penn redeemed $10.0 million subordinated debt issued in December of 2017.

See "Note 11 - Subordinated Debt and Trust Preferred Securities " , within Item 8, Notes to Consolidated Financial Statements.

See "Note 11 - Subordinated Debt " , within Item 8, Notes to Consolidated Financial Statements.

Shareholders' Equity and Capital

3 unchanged sentences

Capital management practices have been, and will continue to be, of paramount importance to the Corporation in support of both its regulatory capital requirements and its shareholders.

Shareholders’ equity increased $112.7 million, or 20.8%, to $655.0 million as of December 31, 2024 from $542.4 million as of December 31, 2023, primarily as result of completion of the underwritten public offering of 2,375,000 shares of common stock in November 2024, and net income, partially offset by dividends declared of $13.8 million and share repurchases totaling $323 thousand.

Shareholders’ equity increased $159.0 million, or 24.3%, to $814.1 million as of December 31, 2025 from $655.0 million as of December 31, 2024, primarily as a result of the acquisition of William Penn in April 2025 and net income, partially offset by dividends declared of $18.2 million and share repurchases totaling $2.3 million.

Mid Penn maintained regulatory capital levels, leverage ratios, and risk-based capital ratios as of December 31, 2025 and 2024, as follows:

6 unchanged sentences

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

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

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Adequate liquidity provides resources for credit needs of borrowers, for depositor withdrawals, and for funding corporate operations.

14 unchanged sentences

Mid Penn’s operating activities during the year ended December 31, 2025 provided $80.0 million of cash, mainly due to net income.

Cash used in investing activities during the year ended December 31, 2024 was $208.7 million, mainly the result of the net increase in loans.

Cash provided by financing activities during the year ended December 31, 2024 totaled $131.2 million, primarily the result of an increase in net deposits.

Cash provided by investing activities during the year ended December 31, 2025 was $83.2 million, mainly the result of net cash received from acquisitions, and proceeds from the maturity or call of investment securities, offset by purchases of available-for-sale securities.

Cash used in financing activities during the year ended December 31, 2025 totaled $134.8 million, primarily the result of a decrease in net deposits and the redemption of subordinated debt.

Contractual Obligations

1 unchanged sentence

Total Payments Due by Period

(Dollars in thousands) One Year or

(In thousands) One Year or

Less One to Three

5 unchanged sentences

Long-term debt 20,223 1 20,222 — —

Subordinated debt 45,741 — — — 45,741

$ 1,658,697 $ 1,449,478 $ 179,016 $ 20,307 $ 9,896

1 unchanged sentence

We are not aware of any other commitments or contingent liabilities which may have a material adverse impact on Mid Penn’s liquidity or capital resources.

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Effects of Inflation

2 unchanged sentences

Interest rates do not necessarily move in the same direction or at the same magnitude as the prices of other goods and services.

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

previously, management seeks to manage the relationship between interest sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation.

As discussed previously, management seeks to manage the relationship between interest sensitive assets and liabilities to protect against wide interest rate fluctuations, including those resulting from inflation.

Information included elsewhere in this report will assist in the understanding of how Mid Penn is positioned to react to changing interest rates and inflationary trends.

5 unchanged sentences

The risk associated with standby letters of credit is essentially the same as the credit risk involved in loan extensions to customers.

Standby letters of credit increased to $64.3 million at December 31, 2024, from $62.2 million at December 31, 2023.

Standby letters of credit increased to $66.5 million as of December 31, 2025, from $64.3 million as of December 31, 2024.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis