58 unchanged sentences
The Company estimates the collective ACL on loans utilizing a discounted cash flow (DCF) methodology applied to portfolio segments and their loan pools segregated by similar risk characteristics.
−Removed: The Company’s DCF methodology adjusts loan level contractual cash flows for probability of default and loss given default and prepayment and curtailment rate assumptions to calculate expected future cash flows.
−Removed: A correlation between the selected macroeconomic indicators of
−Removed: national unemployment rate and GDP and historic loss levels, adjusted to include representative peer group loss experience, was developed to predict loss expectations based on current economic conditions and a reasonable and supportable forecast period.
+Added: The Company’s DCF methodology adjusts loan level contractual cash flows for probability of default and loss given default and prepayment and curtailment
+Added: rate assumptions to calculate expected future cash flows.
+Added: A correlation between the selected macroeconomic indicators of national unemployment rate and GDP and historic loss levels, adjusted to include representative peer group loss experience, was developed to predict loss expectations based on current economic conditions and a reasonable and supportable forecast period.
At the end of the reasonable and supportable forecast period, the Company reverts to the long-term mean of the macroeconomic indicator.
For the December 31, 2025 ACL on loans, the Company determined that reasonable and supportable forecasts could be made for a 12-month period and used a reversion period of four quarters reverting to the historical mean on a straight-line basis.
−Removed: The Company also calculates a qualitative portion of the ACL, which is based on general economic conditions and other internal and external factors affecting Mid Penn’s loan portfolio.
+Added: The Company also calculates a qualitative portion of the ACL, which is based on general economic conditions and other internal and external factors affecting the Company’s loan portfolio.
At December 31, 2025, qualitative factors considered for the ACL on loans included concentrations of credit, lending process, and peer group divergence.
16 unchanged sentences
We identified the Company’s annual goodwill impairment test as a critical audit matter due to the complexity of the analysis and certain significant assumptions made by management in estimating the fair value of the Company’s reporting unit such as the determination of a reasonable control premium and the identification of peer public companies.
−Removed: Auditing management’s assumptions required a high degree of auditor judgement, subjectivity, and increased audit effort, including the use of internal valuation specialists, due to the impact these assumptions could have on the accounting estimate.
+Added: Auditing management’s assumptions required a high degree of auditor judgment, subjectivity, and increased audit effort, including the use of internal valuation specialists, due to the impact these assumptions could have on the accounting estimate.
Our audit procedures related to the Company’s annual goodwill impairment test included the following, among others:
5 unchanged sentences
◦ Evaluating the appropriateness of the valuation models used in management’s analysis and comparing management’s selected control premium to publicly available market data.
−Removed: We have served as the Company's auditor since 2020.
+Added: Business Combination – Valuation of the Acquired non-PCD Loan Portfolio
+Added: As described in Note 1 and Note 2 to the financial statements, on April 30, 2025, the Company completed its acquisition of William Penn Bancorporation (William Penn).
+Added: The Company recorded $6.9 million of goodwill as a result of the acquisition, which represents the excess of the purchase price over the fair value of net assets acquired using the acquisition method of accounting.
+Added: As part of the acquisition, the Company acquired $405.3 million in loans.
+Added: Acquired loans are initially recorded at their acquisition-date fair values.
+Added: The Company prepared loan fair value adjustments that it believed a market participant might employ in estimating the fair value for the acquired loan portfolio.
+Added: This analysis was performed for loans with signs of credit deterioration (purchased credit deteriorated (PCD) loans) as well as those without signs of credit deterioration (non-PCD loans).
+Added: The acquired non-PCD loan portfolio was recorded at an estimated fair value of $355.5 million at the acquisition date without carryover of William Penn’s previously established ACL on loans.
+Added: Fair values are determined using discounted cash flow methodologies and valuation techniques that incorporate projected cash flows, estimated credit losses, prepayment assumptions, market interest rates, and other market-based inputs.
+Added: Projected cash flows are developed using contractual terms adjusted for expected prepayments and credit losses and are discounted using rates that reflect current market conditions and the risk characteristics of the assets.
+Added: We identified the fair value of acquired non-PCD loans as a critical audit matter, because of the judgments necessary to determine the fair value of the loans, the high degree of auditor judgment involved and the extensive audit effort involved in testing management estimates and assumptions, including the use of valuation specialists.
+Added: The fair value determination of acquired non-PCD loans requires a significant amount of judgment by management and involves a high degree of subjectivity.
+Added: Our audit procedures related to the valuation of the acquired non-PCD loan portfolio, specifically the market interest rates, expected credit losses, expected repayments and prepayments and discount rates significant assumptions, included the following, among others:
+Added: • We obtained an understanding of the relevant controls related to the estimated fair value of non-PCD loans acquired in the current year and tested such controls for design and operating effectiveness, including controls relating to management’s review and approval of significant assumptions including market interest rates, expected credit losses, discount rates and expected payments and prepayments.
+Added: • We tested the completeness and accuracy of the data inputs for significant assumptions used in the non-PCD loans estimated fair value calculations by comparing the data to source documents and external information sources.
+Added: • We utilized internal valuation specialists who assisted in the following, among others:
+Added: ◦ Evaluating management’s methodologies and techniques of estimating the loans’ fair value for appropriateness as compared to standard valuation techniques for financial assets and through consideration of the reasonableness of significant assumptions.
+Added: ◦ Evaluating the completeness and accuracy of the significant assumptions used in management’s valuation of the non-PCD loans by tracing such data to internally or externally generated source documents or comparing to independently sourced information and performing mathematical accuracy checks.
/s/ RSM US LLP
+Added: We have served as the Company's auditor since 2020.
Philadelphia, Pennsylvania
7 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated March 13, 2025 expressed an unqualified opinion.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and our report dated March 12, 2026, expressed an unqualified opinion.
Basis for Opinion
20 unchanged sentences
Consolidated Balance Sheets
−Removed: (In thousands, except per share data) December 31, 2024 December 31, 2023
+Added: (Dollars in thousands, except per share data) December 31, 2025 December 31, 2024
Cash and due from banks $ 46,695 $ 37,002
39 unchanged sentences
40,000,000 shares authorized;
−Removed: 19,796,519 issued at December 31, 2024 and 16,998,929 at December 31, 2023;
−Removed: 19,355,797 outstanding at December 31, 2024 and 16,573,707 at December 31, 2023
+Added: 23,567,094 issued as of December 31, 2025, and 19,796,519 as of December 31, 2024;
+Added: 23,047,203 outstanding as of December 31, 2025, and 19,355,797 as of December 31, 2024
23,567 19,797
3 unchanged sentences
Treasury stock, at cost;
−Removed: 440,722 and 425,222 shares at December 31, 2024 and December 31, 2023
+Added: 519,891 and 440,722 shares as of December 31, 2025 and December 31, 2024
( 12,292 ) ( 10,042 )
4 unchanged sentences
Consolidated Statements of Income
−Removed: Years Ended December 31,
−Removed: (In thousands, except per share data) 2024 2023 2022
+Added: Year Ended December 31,
+Added: (Dollars in thousands, except per share data) 2025 2024 2023
INTEREST INCOME
13 unchanged sentences
Provision for credit losses - loans 1,598 2,144 3,295
−Removed: (Benefit)/Provision for credit losses - CCL ( 628 ) 404 —
+Added: (Benefit)/provision for credit losses - credit commitments ( 301 ) ( 628 ) 404
+Added: Net provision for credit losses 1,297 1,516 3,699
Net Interest Income After Provision for Credit Losses 197,798 155,155 143,274
7 unchanged sentences
Earnings from cash surrender value of life insurance 1,979 1,141 1,112
+Added: Net gain on sales of investment activities 10 — —
Other 10,047 7,812 5,627
26 unchanged sentences
Consolidated Statements of Comprehensive Income
+Added: Year Ended December 31,
(In thousands) 2025 2024 2023
Net income $ 56,248 $ 49,437 $ 37,397
−Removed: Other comprehensive (loss)/income:
−Removed: Unrealized (losses)/gains arising during the period on available for sale securities, net of income tax.
+Added: Other comprehensive income:
+Added: Unrealized gains/(losses) arising during the period on available-for-sale securities, net of income tax.
11,918 ( 1,550 ) 1,988
−Removed: Unrealized holding gains arising during the period on interest rate derivatives used in cash flow hedges, net of income tax.
+Added: Unrealized holding losses/(gains) arising during the period on interest rate derivatives used in cash flow hedges, net of income tax.
+Added: ( 1,676 ) 665 820
Change in defined benefit plans, net of income tax.
2 unchanged sentences
( 48 ) ( 26 ) ( 17 )
−Removed: Total other comprehensive (loss)/income ( 188 ) 2,579 ( 19,374 )
+Added: Total other comprehensive income/(loss) 10,502 ( 188 ) 2,579
Total comprehensive income $ 66,750 $ 49,249 $ 39,976
−Removed: (1) The change in defined benefit plans consists primarily of unrecognized actuarial (losses) gains on defined benefit plans during the period.
+Added: (1) The change in defined benefit plans consists primarily of unrecognized actuarial gains (losses) on defined benefit plans during the period.
(2) The reclassification adjustment for defined benefit plans includes settlement gains, amortization of prior service costs, and amortization of net gain or loss.
10 unchanged sentences
Shareholders'
−Removed: (In thousands, except per share data) Shares Amount
+Added: (Dollars in thousands, except per share data) Shares Amount
Balance, January 1, 2023 16,094,486 $ 16,094 $ 386,987 $ 133,114 $ ( 19,216 ) $ ( 4,880 ) $ 512,099
Net income — — — 37,397 — — 37,397
−Removed: Total other comprehensive loss, net of taxes — — — — ( 19,374 ) — ( 19,374 )
+Added: Total other comprehensive income, net of taxes — — — — 2,579 — 2,579
Common stock cash dividends declared - $ 0.80 per share
— — — ( 12,981 ) — — ( 12,981 )
−Removed: Riverview restricted stock (1)
+Added: Common stock issued to Brunswick shareholders (1)
849,510 850 17,245 — — — 18,095
+Added: Impact of adopting CECL (2)
+Added: — — — ( 11,548 ) — — ( 11,548 )
Repurchased stock ( 216,879 shares)
5 unchanged sentences
Net income — $ — $ — $ 49,437 $ — $ — $ 49,437
−Removed: Total other comprehensive income, net of taxes — — — — 2,579 — 2,579
+Added: Total other comprehensive loss, net of taxes — — — — ( 188 ) — ( 188 )
Common stock cash dividends declared - $ 0.80 per share
— — — ( 13,822 ) — — ( 13,822 )
−Removed: Common stock issued to Brunswick shareholders (2)
−Removed: 849,510 850 17,245 — — — 18,095
−Removed: Impact of adopting CECL (3)
+Added: Common stock issuance (3)
2,731,250 2,731 73,225 — — — 75,956
6 unchanged sentences
Net income — $ — $ — $ 56,248 $ — $ — $ 56,248
−Removed: Total other comprehensive loss, net of taxes — — — — ( 188 ) — ( 188 )
+Added: Total other comprehensive income, net of taxes — — — — 10,502 — 10,502
Common stock cash dividends declared - $ 0.84 per share
— — — ( 18,160 ) — — ( 18,160 )
−Removed: Common stock issuance (5)
+Added: Common stock issued in business combination (5)
3,506,795 3,507 99,699 — — — 103,206
+Added: Stock options exercised 147,946 148 6,728 — — — 6,876
Repurchased stock ( 79,169 shares) (4)
4 unchanged sentences
Balance, December 31, 2025 23,567,094 $ 23,567 $ 589,421 $ 219,685 $ ( 6,323 ) $ ( 12,292 ) $ 814,058
−Removed: (1) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.
(1) Shares issued as a result of the acquisition of Brunswick Bancorp ("Brunswick").
−Removed: See "Note 2 - Business Combinations", to the Consolidated Financial Statements for more information.
(2) The Corporation adopted ASC 326, Financial Instruments - Credit Losses, effective January 1, 2023.
See "Note 1 - Summary of Significant Accounting Policies" for further details.
−Removed: (4) Includes tax effects of repurchased stock.
(3) Shares issued as a result of the underwritten public offering of 2,375,000 shares of common stock at a price of $ 29.50 per share on November 4, 2024.
+Added: (4) Includes tax effects of repurchased stock.
+Added: (5) Shares issued on April 30, 2025 as a result of the William Penn Acquisition.
+Added: See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: (In thousands) Year Ended
+Added: (In thousands) Year Ended December 31,
2025 2024 2023
15 unchanged sentences
Gain on sale of SBA loans ( 220 ) ( 347 ) ( 571 )
−Removed: (Loss)/Gain on sale of property, plant, and equipment ( 10 ) — 938
+Added: Gain on sale of property, plant, and equipment ( 51 ) ( 10 ) —
Loss/(gain) on sale or write-down of foreclosed assets 646 80 ( 144 )
−Removed: Write-off of bank premises and equipment held for sale — — 705
−Removed: Accretion of subordinated debt ( 613 ) ( 587 ) ( 555 )
+Added: Discount on subordinated debt ( 461 ) ( 613 ) ( 587 )
Stock compensation expense 1,999 1,047 1,103
−Removed: Change in deferred income tax cost/(benefit) 1,516 ( 1,551 ) 2,262
−Removed: Fair value adjustment on equity investments — — 70
−Removed: Increase accrued interest receivable ( 1,026 ) ( 6,244 ) ( 7,080 )
+Added: Change in deferred income taxes 13,891 1,516 ( 1,551 )
+Added: Increase in accrued interest receivable ( 523 ) ( 1,026 ) ( 6,244 )
(Increase)/decrease in other assets ( 4,114 ) ( 4,988 ) 9,736
(Decrease)/increase in accrued interest payable ( 2,571 ) ( 773 ) 10,043
−Removed: Decrease in operating lease liability ( 2,123 ) ( 2,540 ) ( 3,136 )
−Removed: Increase/(Decrease) in other liabilities 2,264 ( 4,214 ) 2,439
+Added: Increase/(decrease) in operating lease liability 3,339 ( 2,123 ) ( 2,540 )
+Added: (Decrease)/increase in other liabilities ( 2,336 ) 2,264 ( 4,214 )
Net Cash Provided By Operating Activities 80,035 51,388 52,341
4 unchanged sentences
Proceeds from the maturity or call of held-to-maturity securities 34,943 16,356 10,490
−Removed: Purchases of held-to-maturity securities — — ( 85,664 )
−Removed: Stock dividends of FHLB and other bank stock 1,288 864 289
−Removed: Reduction (Purchases) of restricted investment in bank stock 8,019 ( 9,317 ) 530
−Removed: Net cash (paid)/received from acquisition ( 2,676 ) 1,068 ( 901 )
+Added: Stock dividends received on FHLB and other bank stock 443 1,288 864
+Added: (Purchases)/reduction of restricted investment in bank stock ( 558 ) 8,019 ( 9,317 )
+Added: Net cash received/(paid) from acquisitions 218,112 ( 2,676 ) 1,068
Net increase in loans ( 25,515 ) ( 190,658 ) ( 424,939 )
3 unchanged sentences
Proceeds from bank-owned life insurance 1,077 6,683 774
−Removed: Gain on bank-owned life insurance ( 2,566 ) ( 125 ) —
+Added: Earnings on bank-owned life insurance — ( 2,566 ) ( 125 )
Net change in investments in tax credits and other partnerships 2,201 162 ( 4,588 )
−Removed: Net cash paid on branch sale — — ( 18,918 )
−Removed: Net Cash Used in Investing Activities ( 208,742 ) ( 408,925 ) ( 704,711 )
+Added: Net Cash Provided by (Used in) Investing Activities 83,169 ( 208,742 ) ( 408,925 )
Financing Activities:
−Removed: Net increase/(Decrease) in deposits 343,715 286,498 ( 202,607 )
−Removed: MID PENN BANCORP, INC.
−Removed: Consolidated Statements of Cash Flows
−Removed: Proceeds from long-term debt — 25,000 —
+Added: Net (decrease)/increase in deposits ( 95,024 ) 343,715 286,498
Common stock dividends paid ( 18,160 ) ( 13,822 ) ( 12,981 )
2 unchanged sentences
Treasury stock purchased ( 2,250 ) ( 323 ) ( 4,876 )
−Removed: Riverview restricted stock (1)
+Added: MID PENN BANCORP, INC.
+Added: Consolidated Statements of Cash Flows
Net change in finance lease liability ( 146 ) ( 134 ) ( 93 )
−Removed: Net change in short-term borrowings ( 239,532 ) 138,885 102,647
+Added: Proceeds from short-term borrowings 243,583 1,305,482 1,731,919
+Added: Repayment of short-term borrowings ( 224,750 ) ( 1,545,014 ) ( 1,593,034 )
Long-term debt repayment ( 318 ) ( 35,266 ) ( 30,449 )
−Removed: Subordinated debt redemption and trust preferred securities — ( 10,000 ) ( 16,778 )
−Removed: Net Cash Provided by Financing Activities 131,155 392,466 ( 208,151 )
+Added: Proceeds from long-term debt — — 25,000
+Added: Subordinated debt redemption ( 45,280 ) — ( 10,000 )
+Added: Exercise of stock options 6,876 — —
+Added: Net Cash (Used in)/Provided by Financing Activities ( 134,850 ) 131,155 392,466
Net increase/(decrease) in cash and cash equivalents 28,354 ( 26,199 ) 35,882
7 unchanged sentences
Recognition of operating lease liabilities 3,974 930 2,100
−Removed: Obsolete Riverview asset write-off — — 705
Loans transferred to foreclosed assets held-for-sale 10,299 164 1,362
−Removed: Carrying value of assets sold in branch sale — — 2,159
−Removed: Liabilities assigned in branch sale — — 21,076
Fair value of assets acquired in business combination, excluding cash (1)
2 unchanged sentences
7,313 1,129 12,800
−Removed: Liabilities assumed in business combination (2)
−Removed: Stock issued in business combination (3)
−Removed: (1) Includes the impact of the Insurance Acquisition on July 31, 2024.
+Added: Fair value of liabilities assumed in business combination (1)
+Added: 630,181 — 345,043
+Added: Fair value of shares issued in business combination (2)
+Added: 103,213 — 18,095
+Added: (1) Includes the impact of the William Penn Acquisition on April 30, 2025, the Charis Insurance Group acquisition on May 12, 2025, the Commonwealth Benefits Group acquisition on July 31, 2024, and the Brunswick acquisition on May 19, 2023.
See "Note 2 - Business Combinations" to the Consolidated Financial Statement for additional information.
−Removed: (2) This disclosure includes the impact of the Brunswick Acquisition on May 19, 2023.
−Removed: See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information.
−Removed: (3) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.
+Added: (2) This disclosure includes the impact of the William Penn Acquisition on April 30, 2025 and the Brunswick acquisition on May 19, 2023.
The accompanying notes are an integral part of these Consolidated Financial Statements.
8 unchanged sentences
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.
−Removed: The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located in throughout Pennsylvania and two counties in New Jersey.
+Added: The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located throughout Pennsylvania, with a minor portion in New Jersey.
Basis of Presentation
−Removed: For all periods presented, the accompanying Consolidated Financial Statements include the accounts of Mid Penn Bancorp, Inc., its wholly-owned subsidiary, Mid Penn Bank, and five wholly-owned nonbank subsidiaries, MPB Realty, LLC, MPB Financial Services, LLC, which includes MPB Wealth Management, LLC (which ceased operating during the first quarter of 2024) and MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC.
+Added: 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 six wholly-owned nonbank subsidiaries, MPB Acquisition Sub I, LLC, which was formed in connection with the acquisition of Cumberland Advisors, LLC.
+Added: See "Subsequent Events" for additional information, MPB Realty, LLC, MPB Financial Services, LLC, which includes MPB Wealth Management, LLC (which ceased operating during the first quarter of 2024) and MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC.
As of December 31, 2025, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting.
5 unchanged sentences
All such adjustments are of a normal, recurring nature.
+Added: The presentation of short-term borrowings within cash flows from financing activities in the consolidated statements of cash flows has been revised from a net presentation to a gross presentation of proceeds from short-term borrowings and repayments of short-term borrowings.
+Added: Prior period amounts have been reclassified to conform to the current period presentation.
+Added: This reclassification had no impact on previously reported net cash flows provided by financing activities.
+Added: Subsequent Events
Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 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.
−Removed: The accounting and reporting policies of Mid Penn conform with accounting principles generally accepted in the United States ("GAAP") and to general practice within the financial industry.
+Added: There were no events or transactions that occurred subsequent to the balance sheet date that would require adjustment to the financial statements.
+Added: On January 1, 2026, Mid Penn completed its acquisition of Cumberland Advisors, Inc., a registered investment advisory firm with clients both nationally and internationally.
+Added: As a result of the acquisition, Mid Penn paid holders of Cumberland Advisors, Inc.
+Added: common stock $ 1.6 million in cash and issued approximately 127,020 shares of Mid Penn common stock.
+Added: As of December 31, 2025, Cumberland had approximately $ 3.2 billion in assets under management.
+Added: In connection with the acquisition, Cumberland was merged into a newly formed Mid Penn acquisition subsidiary and now operates as Cumberland Advisors, LLC.
+Added: MID PENN BANCORP, INC.
+Added: On February 27, 2026, Mid Penn completed its acquisition of 1st Colonial.
+Added: At the effective time of the Merger, 1st Colonial merged with and into Mid Penn with Mid Penn surviving the Merger.
+Added: Promptly following the Merger, 1st Colonial Community Bank, 1st Colonial's wholly owned bank subsidiary, merged with and into the Bank with the Bank surviving.
+Added: The accounting and reporting policies of Mid Penn conform with accounting principles generally accepted in the United States ("GAAP") and to general practice within the financial services industry.
Following is a description of the more significant accounting policies.
−Removed: Use of Estimates - The preparation of financial statements in conformity with U.S.
+Added: Use of Estimates
+Added: The preparation of financial statements in conformity with U.S.
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.
−Removed: Significant Group of Concentrations of Credit Risk - Most of the Corporation’s activities are with customers located within Pennsylvania .
+Added: Material estimates subject to significant change include the allowance for credit losses, expected cash flows and collateral values associated with individually evaluated loans, 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.
+Added: Business Combinations
+Added: Business combinations are accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations.
+Added: Under this method, the Company recognizes the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.
+Added: The determination of the fair values of assets acquired and liabilities assumed requires management to make significant estimates and assumptions.
+Added: Fair values are generally determined using discounted cash flow methodologies and other valuation techniques that incorporate projected cash flows, estimated credit losses, prepayment assumptions, market interest rates, and other market-based inputs.
+Added: Projected cash flows are developed using contractual terms adjusted for expected prepayments and credit losses, and are discounted using rates that reflect current market conditions and the risk characteristics of the assets or liabilities.
+Added: Management may engage independent third-party valuation specialists to assist in determining certain fair values.
+Added: The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill.
+Added: If the fair value of the identifiable net assets acquired exceeds the purchase price, the excess is recognized as a bargain purchase gain in earnings on the acquisition date.
+Added: Acquisition-related costs, such as legal and advisory fees, are expensed as incurred.
+Added: Measurement period adjustments are recorded in the reporting period in which the amounts are determined, if identified within one year of the acquisition date, as permitted by ASC 805.
+Added: Significant Group of Concentrations of Credit Risk
+Added: Most of the Corporation’s activities are with customers located within Pennsylvania, with a minor portion also occurring in New Jersey .
"Note 3 - In vestment Securities" discusses the types of investment securities in which the Corporation invests.
−Removed: "Note 4 - L oans and Allowance for Loan Losses" discusses the types of lending that the Corporation engages in as well as loan concentrations.
+Added: "Note 4 - L oans and Allowance for Credit Losses - Loans" discusses the types of lending that the Corporation engages in as well as loan concentrations.
The Corporation does not have a significant concentration of credit risk with any one customer.
−Removed: Fair Value Measurements - The Corporation uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis.
−Removed: 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.
−Removed: The Corporation groups
+Added: Fair Value Measurements
+Added: The Corporation uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or nonrecurring basis.
+Added: Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between willing and able market participants.
+Added: The Corporation groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs.
MID PENN BANCORP, INC.
−Removed: its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
4 unchanged sentences
Transfers between levels of fair value hierarchy are recorded at the end of the reporting period.
−Removed: Cash and Cash Equivalents - For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, balances due from banks, and federal funds sold, all of which mature within ninety days.
−Removed: Restrictions on Cash and Due from Bank Accounts - The Bank is required by banking regulations to maintain certain minimum cash reserves.
+Added: Cash and Cash Equivalents
+Added: For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, balances due from banks, and federal funds sold, all of which mature within ninety days.
+Added: Restrictions on Cash and Due from Bank Accounts
+Added: The Bank is required by banking regulations to maintain certain minimum cash reserves.
As of both December 31, 2025 and 2024, there was no cash reserve balances required to be maintained at the Federal Reserve Bank of Philadelphia because the Bank had sufficient vault cash available.
−Removed: Debt Investment Securities - Mid Penn determines the classification of investment securities at the time of purchase.
+Added: Debt Investment Securities
+Added: Mid Penn determines the classification of investment securities at the time of purchase.
If Mid Penn has the intent and the ability at the time of purchase to hold debt securities until maturity, they are classified as held-to-maturity ("HTM").
2 unchanged sentences
Available-for-sale securities are a part of Mid Penn’s asset/liability management strategy and may be sold in response to changes in interest rates, prepayment risk or other market factors.
−Removed: Management has elected to reclassify realized gains and losses from accumulated other comprehensive income when securities are sold on the trade date.
+Added: Management has elected to reclassify realized gains and losses out of accumulated other comprehensive income into earnings when securities are sold on the trade date.
Interest income and dividends on securities are recognized in interest income on an accrual basis.
1 unchanged sentence
Realized gains or losses on the sale of securities are determined using the specific identification method.
−Removed: ASC 326, Financial Instruments-Credit Losses, was adopted by Mid Penn on January 1, 2023.
−Removed: ASC 326 introduced the CECL methodology for estimating allowances for credit losses.
−Removed: ASC 326 applies to all financial instruments carried at amortized cost, including HTM securities, and makes targeted improvements to the accounting for credit losses on AFS securities.
−Removed: In order to comply with ASC 326, Mid Penn conducted a review of its investment portfolio and determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero.
+Added: Mid Penn estimates its allowance for credit losses in accordance with ASC 326, which requires entities to measure expected credit losses over the contractual life of financial assets carried at amortized cost, including HTM securities, as well as certain off-balance sheet credit exposures.
+Added: ASC 326 also provides a targeted impairment model for AFS debt securities.
+Added: To comply with ASC 326, Mid Penn conducted a review of its investment portfolio and determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero.
This zero-credit loss assumption applies to debt issuances of the U.S.
4 unchanged sentences
• Guaranteed by a sovereign entity
−Removed: • Widely recognized as "risk-free rate"
+Added: • Widely recognized as a "risk-free rate"
• Can print its own currency
• Currency is routinely held by central banks, used in international commerce, and commonly viewed as reserve currency
−Removed: • Currently under the U.S.
−Removed: Government conservatorship or receivership
+Added: • Issued or supported by entities with explicit or implicit U.S.
+Added: government backing
MID PENN BANCORP, INC.
−Removed: Mid Penn will continuously monitor any changes in economic conditions, credit downgrades, changes to explicit or implicit guarantees granted to certain debt issuers, and any other relevant information that would indicate potential credit deterioration and prompt Mid Penn to reconsider its zero-credit loss assumption.
−Removed: At the date of adoption, Mid Penn’s estimated allowance for credit losses on AFS and HTM securities under ASC 326 was deemed immaterial due to the composition of these portfolios.
+Added: Mid Penn continuously monitors changes in economic conditions, credit ratings, and government guarantees, as well as any other relevant factors that could indicate potential credit deterioration and prompt Mid Penn to reconsider its zero-credit loss assumption.
+Added: Mid Penn’s estimated allowance for credit losses on AFS and HTM securities under ASC 326 was deemed immaterial due to the composition of these portfolios.
Both portfolios consist primarily of U.S.
government agency guaranteed mortgage-backed securities for which the risk of loss is minimal.
−Removed: Therefore, Mid Penn did not recognize a cumulative effect adjustment through retained earnings related to the AFS and HTM securities.
AFS Securities
−Removed: ASC 326, Financial Instruments-Credit Losses, made targeted improvements to the accounting for credit losses on AFS securities.
−Removed: The concept of other-than-temporarily impaired has been replaced with the allowance for credit losses.
−Removed: Unlike HTM securities, AFS securities are evaluated on an individual level and pooling of securities is not allowed.
−Removed: Quarterly, Mid Penn evaluates if any security has a fair value less than its amortized cost.
−Removed: Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, Mid Penn performs further analysis as outlined below:
−Removed: • Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party credit ratings companies.
−Removed: • The securities that violate the credit loss triggers above would be subjected to additional analysis that may include, but are not limited to:
−Removed: changes in market interest rates, changes in securities credit ratings, security type, service area economic factors, financial performance of the issuer/or obligor of the underlying issue and third-party guarantee.
−Removed: • If Mid Penn determines that a credit loss exists, the credit portion of the allowance will be measured using a DCF analysis using the effective interest rate as of the security’s purchase date.
+Added: On a quarterly basis, Mid Penn evaluates whether any AFS security has a fair value less than its amortized cost.
+Added: Once these securities are identified, to determine whether a decline in fair value resulted from a credit loss or other factors, Mid Penn performs further analysis as outlined below:
+Added: • Review the extent to which the fair value is less than the amortized cost and consider the security’s lowest credit rating as reported by third-party credit ratings agencies.
+Added: • Securities that exceed the credit loss triggers above are subject to additional analysis, which may include, but is not limited to, changes in market interest rates, changes in credit ratings, security type, service area economic conditions, the financial performance of the issuer and/or obligor, and third-party guarantees.
+Added: • If Mid Penn determines that a credit loss exists, the credit loss component of the allowance is measured using a DCF analysis based on the effective interest rate as of the security’s purchase date.
The amount of credit loss Mid Penn records will be limited to the amount by which the amortized cost exceeds the fair value.
The DCF analysis utilizes contractual maturities, as well as third-party credit ratings and cumulative default rates published annually by a reputable third-party.
−Removed: At December 31, 2024, the results of the analysis did not identify any securities that violate the credit loss triggers;
+Added: As of December 31, 2025, the results of the analysis did not identify any securities that violate the 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.
−Removed: At December 31, 2024, accrued interest receivable totaled $ 1.2 million for AFS securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
+Added: As of December 31, 2025, accrued interest receivable totaled $ 1.8 million for AFS securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
HTM Securities
−Removed: ASC 326, Financial Instruments-Credit Losses, requires institutions to measure expected credit losses on financial assets carried at amortized cost on a collective or pool basis when similar risks exist.
−Removed: Mid Penn uses several levels of segmentation in order to measure expected credit losses:
+Added: As discussed above, ASC 326 requires institutions to measure expected credit losses on financial assets carried at amortized cost on a collective or pool basis when similar risks exist.
+Added: Mid Penn uses several levels of segmentation to measure expected credit losses:
• The portfolio is segmented into agency and non-agency securities.
1 unchanged sentence
Each individual segment is categorized by third-party credit ratings.
−Removed: As discussed above, Mid Penn has determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero, which include debt issuances of the U.S.
+Added: As discussed above, Mid Penn has determined that, for certain classes of securities, it is appropriate to assume expected credit losses of zero, including debt issuances of the U.S.
Treasury and agencies and instrumentalities of the United States government.
−Removed: This assumption will be reviewed and attested to quarterly.
−Removed: At December 31, 2024, Mid Penn’s HTM securities totaled $ 382.4 million.
+Added: This assumption is reviewed and attested to quarterly.
+Added: As of December 31, 2025, Mid Penn’s HTM securities totaled $ 347.3 million.
After applying appropriate probability of default and loss given default assumptions, the total amount of current expected credit losses was deemed immaterial.
−Removed: Therefore, no reserve was recorded at December 31, 2024.
−Removed: MID PENN BANCORP, INC.
+Added: Accordingly, no allowance for credit losses was recorded on HTM securities as of December 31, 2025.
Accrued interest receivable is excluded from the estimate of credit losses for HTM securities.
−Removed: At December 31, 2024, accrued interest receivable totaled $ 1.8 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
−Removed: At December 31, 2024, Mid Penn had no HTM securities that were past due 30 days or more as to principal or interest payments.
−Removed: Mid Penn had no HTM securities classified as nonaccrual at December 31, 2024.
−Removed: Equity Securities - The Corporation reports its equity securities with readily determinable fair values at fair value on the Consolidated Balance Sheet, with realized and unrealized gains and losses reported in other expense on the Consolidated Statements of Income.
−Removed: As of December 31, 2024 and 2023, Mid Penn’s equity securities consisted of Community Reinvestment Act funds totaling $ 428 thousand and $ 438 thousand, respectively.
+Added: As of December 31, 2025, accrued interest receivable totaled $ 1.5 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
+Added: MID PENN BANCORP, INC.
+Added: As of December 31, 2025, Mid Penn had no HTM securities that were past due 30 days or more as to principal or interest payments.
+Added: Mid Penn had no HTM securities classified as nonaccrual as of December 31, 2025.
+Added: Equity Securities
+Added: The Corporation reports its equity securities with readily determinable fair values at fair value on the Consolidated Balance Sheet, with realized and unrealized gains and losses reported in other expense on the Consolidated Statements of Income.
+Added: As of December 31, 2025 and 2024, Mid Penn’s equity securities consisted of Community Reinvestment Act funds totaling $ 5.4 million and $ 428 thousand, respectively.
No equity securities were sold during the years ended December 31, 2025, 2024 and 2023.
−Removed: Federal Home Loan Bank ("FHLB") and Atlantic Community Bankers' Bank ("ACBB") Stock - The Bank is a member of the FHLB and the ACBB and is required to maintain an investment in the stock of the FHLB and ACBB.
+Added: Federal Home Loan Bank ("FHLB") and Atlantic Community Bankers' Bank ("ACBB") Stock
+Added: The Bank is a member of the FHLB and the ACBB and is required to maintain an investment in the stock of the FHLB and ACBB.
No market exists for these stocks, and the Bank’s investment can be liquidated only through redemption by the FHLB or ACBB, at the discretion of and subject to conditions imposed by the FHLB and ACBB.
1 unchanged sentence
The Corporation monitors its investment in FHLB and ACBB stock for impairment through review of recent financial results of the FHLB and ACBB including capital adequacy and liquidity position, dividend payment history, redemption history and information from credit agencies.
−Removed: The Corporation has not identified any indicators of impairment of FHLB or ACBB stock.
−Removed: During the years ended December 31, 2024, 2023, and 2022 dividends received from the FHLB totaled $ 1.3 million, $ 864 thousand, and $ 289 thousand respectively.
−Removed: Investment in Limited Partnership - Mid Penn is a limited partner in a partnership that provides low-income housing in Enola, Pennsylvania.
−Removed: The carrying value of Mid Penn’s investment in the limited partnership was zero at December 31, 2024 and $ 15 thousand at December 31, 2023, net of amortization, using the proportional amortization method and is reported in other assets on the Consolidated Balance Sheets.
−Removed: Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.
−Removed: Mid Penn also owns a limited partnership interest in a low-income housing project to construct thirty-seven apartments and common amenities in Dauphin County, Pennsylvania.
−Removed: The total investment in this limited partnership, net of amortization, was $ 3.7 million and $ 4.5 million on December 31, 2024 and December 31, 2023, respectively, and was included in the reported balance of other assets on the Consolidated Balance Sheet.
−Removed: All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.
−Removed: Mid Penn’s limited partner capital contribution commitment was $ 7.6 million, and the investment was fully funded within a three-year period beginning in 2020 and ending during the first quarter of 2021.
−Removed: The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a ten-year period using the proportional amortization method which began upon commencement of operations of the facility in December 2021.
+Added: As of December 31, 2025, Management has not identified any indicators of impairment of its FHLB or ACBB stock.
+Added: During the years ended December 31, 2025, 2024, and 2023 dividends received from the FHLB totaled $ 443 thousand, $ 1.3 million, and $ 864 thousand, respectively.
+Added: Investment in Limited Partnership
+Added: Mid Penn owns a limited partnership interest in a low-income housing project to construct thirty-seven apartments and common amenities in Dauphin County, Pennsylvania.
+Added: The total investment in this limited partnership, net of amortization, was $ 2.9 million and $ 3.7 million on December 31, 2025 and December 31, 2024, respectively, and is included in other assets on the Consolidated Balance Sheet.
+Added: All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided in Section 42 of the Internal Revenue Code of 1986, as amended.
+Added: Mid Penn’s limited partner capital contribution commitment was $ 7.6 million, and the investment was fully funded over a three-year period beginning in 2018 and ending during the first quarter of 2021.
+Added: The investment is reported in other assets on the Consolidated Balance Sheet and is being amortized over a ten-year period using the proportional amortization method, which began upon commencement of operations of the facility in December 2021.
The project was formally awarded $ 8.5 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2021 through November 2031.
−Removed: Mid Penn received low-income housing tax credits related to this project of $ 2.2 million for the tax year ended December 31, 2024, $ 1.3 million for the tax year ended December 31, 2023, and $ 853 thousand for the tax year ended December 31, 2022.
+Added: Mid Penn received low-income housing tax credits related to this project of $ 753 thousand for the tax years ended December 31, 2025, 2024, and 2023, respectively.
Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.
Mid Penn is a limited partner in a partnership that provides low-income housing in Mechanicsburg, Pennsylvania.
−Removed: The total investment in this limited partnership, net of amortization, was $ 9.7 million at December 31, 2024 and $ 8.9 million at December 31, 2023, respectively, and was included in other assets on the Consolidated Balance Sheet.
−Removed: All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.
+Added: The total investment in this limited partnership, net of amortization, was $ 9.0 million and $ 9.7 million as of December 31, 2025 and December 31, 2024, respectively, and is included in other assets on the Consolidated Balance Sheet.
+Added: All of the units qualified for LIHTCs as provided in Section 42 of the Internal Revenue Code of 1986, as amended.
The investment in the limited partnership is being amortized over a ten-year period using the proportional amortization method which began upon commencement of operations of the facility in December 2023.
The project was formally awarded $ 12.0 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2023 through November 2033.
−Removed: Mid Penn received low-income housing tax credits related to this project of $ 1.1 million for the tax year ended December 31, 2024, and zero for the tax year ended December 31, 2023, Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.
+Added: Mid Penn received low-income housing tax credits related to this project of $ 773 thousand for the tax year ended December 31, 2025, and $ 1.1 million for the tax year ended December 31, 2024, Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.
+Added: Mid Penn owns a limited partnership interest in a low-income housing project to construct/rehabilitate seventeen apartments and two commercial shops in Schuylkill County, Pennsylvania.
+Added: The total investment in this limited partnership, net of amortization, was $ 2.7 million and $ 3.1 million on December 31, 2025 and December 31, 2024, respectively, and is included in the other assets on the Consolidated Balance Sheet.
+Added: All of the units qualified for LIHTCs as provided in Section 42 of the Internal Revenue Code of 1986, as amended.
+Added: Mid Penn’s limited partner capital contribution commitment was $ 4.4 million, and the investment was fully funded over a three-year period beginning in 2020 and ending during the first quarter of 2023.
+Added: The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a 10-year period using the proportional amortization method which began upon commencement of
MID PENN BANCORP, INC.
−Removed: Mid Penn also owns a limited partnership interest in a low-income housing project to construct/rehabilitate seventeen apartments and two commercial shops in Schuylkill County, Pennsylvania.
−Removed: The total investment in this limited partnership, net of amortization, was $ 3.1 million and $ 3.3 million on December 31, 2024 and December 31, 2023, respectively, and was included in the reported balance of other assets on the Consolidated Balance Sheet.
−Removed: All of the units qualified for Federal Low-Income Housing Tax Credits ("LIHTCs") as provided for in Section 42 of the Internal Revenue Code of 1986, as amended.
−Removed: Mid Penn’s limited partner capital contribution commitment was $ 4.4 million, and the investment was fully funded within a three-year period beginning in 2020 and ending during the first quarter of 2023.
−Removed: The investment in the limited partnership is reported in other assets on the Consolidated Balance Sheet and is being amortized over a 10-year period using the proportional amortization method which began upon commencement of operations of the facility in 2023.
+Added: operations of the facility in 2023.
The project was formally awarded $ 4.8 million in total LIHTCs by the Pennsylvania Housing Finance Agency, which will be recognized over the ten-year period from December 2023 through November 2033.
−Removed: Mid Penn received low-income housing tax credits related to this project of $ 484 thousand for the tax years ended December 31, 2024, and 2023, respectively.
+Added: Mid Penn received low-income housing tax credits related to this project of $ 442 thousand and $ 484 thousand for the tax years ended December 31, 2025, and 2024, respectively.
Mid Penn’s maximum exposure to loss is limited to the carrying value of its investment.
−Removed: Loans Held for Sale - During the third quarter of 2021, the Corporation made the election to measure mortgage loans held for sale at fair value.
+Added: Loans Held-for-Sale
+Added: The Corporation has elected to measure mortgage loans held-for-sale at fair value.
Derivative financial instruments related to mortgage banking activities are also recorded at fair value, as detailed under the heading "Mortgage Banking Derivative Financial Instruments," below.
2 unchanged sentences
Interest income earned on mortgage loans held-for-sale is classified in interest income on the Consolidated Statements of Income.
−Removed: Loans - Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances, net of an allowance for loan losses, unamortized deferred fees and costs and unamortized premiums or discounts.
+Added: Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances, net of an allowance for credit losses, unamortized deferred fees and costs and unamortized premiums or discounts.
The net amount of nonrefundable loan origination fees and certain direct costs associated with the lending process are deferred and amortized to interest income over the contractual lives of the loans using methods which approximate the level yield method.
1 unchanged sentence
Interest income on loans is accrued based on the unpaid principal balance outstanding and the contractual terms of the loan agreements.
−Removed: A substantial portion of the loan portfolio is comprised of commercial and real estate loans throughout Pennsylvania.
−Removed: The ability of the Corporation’s debtors to honor their contracts is dependent upon the general economic conditions of this area.
+Added: A substantial portion of the loan portfolio is comprised of commercial and real estate loans throughout Pennsylvania with a minor portion in New Jersey.
+Added: The ability of the Corporation’s debtors to honor their contracts is dependent upon the general economic conditions of these areas.
The loan portfolio is segmented into commercial real estate loans, commercial and industrial loans, construction loans, residential mortgage loans, and consumer loans.
12 unchanged sentences
Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.
−Removed: MID PENN BANCORP, INC.
The Corporation’s non-real estate consumer loans are based on the borrower’s proven earning capacity over the term of the loan.
1 unchanged sentence
To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by management and staff.
−Removed: This activity, coupled with a relatively small volume of consumer loans, minimizes risk.
−Removed: Acquired Loans - At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination.
−Removed: Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans.
+Added: This activity, coupled with a relatively small volume of consumer loans, helps to mitigate risk.
+Added: MID PENN BANCORP, INC.
+Added: Acquired Loans
+Added: At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination.
+Added: Loans that have experienced more than insignificant credit deterioration since origination are referred to as purchased credit deteriorated ("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.
−Removed: At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses.
−Removed: The initial recognition of expected credit losses on PCD loans has no impact on net income.
−Removed: 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.
+Added: At the purchase or acquisition date, the amortized cost basis of PCD loans equals the purchase price plus and an initial estimate of credit losses.
+Added: The initial recognition of expected credit losses on PCD loans does not impact on net income at the acquisition date.
+Added: 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 based on the relative amortized cost basis.
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.
−Removed: Subsequent changes to the ACL on PCD loans are recorded through the PCL.
−Removed: 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.
+Added: Subsequent changes to the ACL on PCD loans are recorded through the provision for credit losses ("PCL").
+Added: Loans acquired that do not meet the criteria for PCD are recorded at fair value at the acquisition date.
+Added: These loans are subsequently evaluated for expected credit losses in accordance with the Corporation's allowance for credit losses methodology, with changes recognized through the provision for credit losses.
+Added: Any remaining purchase discounts or premiums are accreted (or amortized) over the contractual life of the individual loan.
Loans are charged off against the ACL, with any subsequent recoveries credited back to the ACL account.
Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.
−Removed: There were no loans acquired for the year ended December 31, 2024.
−Removed: Loans acquired in the Brunswick acquisition, included in the balance of loans, net of unearned interest, on the Consolidated Balance Sheets for December 31, 2023 totaled $ 324.5 million.
−Removed: Non-accrual Loans - The Corporation classifies loans as past due when the payment of principal or interest is greater than 30 days delinquent based on the contractual next payment due date.
−Removed: The Corporation’s policies related to when loans are placed on non-accrual status conform to guidelines prescribed by regulatory authorities.
−Removed: Loans are placed on non-accrual status when it is probable that principal or interest is not fully collectible, or generally when principal or interest becomes 90 days past due, whichever occurs first.
−Removed: When loans are placed on non-accrual status, interest receivable is reversed against interest income in the current period and amortization of any discount ceases.
+Added: Loans acquired in the William Penn Acquisition, included in loans, net of unearned interest, on the Consolidated Balance Sheets as of December 31, 2025 totaled $ 405.3 million.
+Added: There were no loan acquisitions for the year ended December 31, 2024.
+Added: Nonaccrual Loans
+Added: The Corporation classifies loans as past due when the payment of principal or interest is 30 days delinquent or greater, based on the contractual next payment due date.
+Added: The Corporation’s policies related to when loans are placed on nonaccrual status conform to guidelines prescribed by regulatory authorities.
+Added: Loans are generally placed on nonaccrual status when management determines that principal or interest is not fully collectible, or when principal or interest becomes 90 days past due, whichever occurs first.
+Added: When loans are placed on nonaccrual status, interest receivable is reversed against interest income in the current period and amortization of any discount ceases.
Interest payments received thereafter are applied as a reduction to the remaining principal balance unless management believes that the ultimate collection of the principal is likely, in which case payments are recognized in earnings on a cash basis.
−Removed: Loans are removed from non-accrual status when they become current as to both principal and interest and the collectability of principal and interest is no longer doubtful.
−Removed: Generally, a non-accrual loan that is restructured remains on non-accrual for a reasonable period of time (generally, at least six consecutive months) to demonstrate the borrower can meet the restructured terms.
+Added: Loans are removed from nonaccrual status when they become current as to both principal and interest and the collectability of principal and interest is no longer doubtful.
+Added: Generally, a nonaccrual loan that is restructured remains on nonaccrual for a reasonable period of time (generally, at least six consecutive months) to demonstrate the borrower can meet the restructured terms.
However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status after a shorter performance period.
−Removed: If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a non-accrual loan.
−Removed: Modifications to Borrowers Experiencing Financial Difficulty - From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty.
−Removed: In some cases, these modifications may result in new loans.
−Removed: 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.
−Removed: Allowance for Credit Losses - Mid Penn’s ACL - loans methodology is based upon guidance within FASB ASC Subtopic 326-20, as well as regulatory guidance from the FDIC, its primary federal regulator.
+Added: If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a nonaccrual loan.
+Added: Modifications to Borrowers Experiencing Financial Difficulty
+Added: From time to time, the Corporation may modify certain loans to borrowers experiencing financial difficulty.
+Added: Such modifications may include principal forgiveness, interest rate reductions, payment deferrals, term extensions, or combinations thereof.
+Added: Loan modifications to borrowers experiencing financial difficulty are evaluated in accordance with applicable accounting guidance and may result in the recognition of new loans.
+Added: Allowance for Credit Losses
+Added: Mid Penn’s ACL - loans methodology is based upon guidance within FASB ASC Subtopic 326-20.
+Added: Management also considers regulatory guidance issued by its primary federal regulator.
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.
−Removed: Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL -
+Added: Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL - loans.
MID PENN BANCORP, INC.
−Removed: The ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio.
−Removed: The ACL - loans is adjusted through the PCL and reduced by the charge off of loan amounts, net of recoveries.
+Added: ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio.
+Added: The ACL - loans is adjusted through the provision for credit losses 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.
−Removed: 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.
+Added: When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on historical loss experience, delinquency trends and other relevant credit risk characteristics, adjusted for current conditions and reasonable and supportable forecasts.
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.
−Removed: Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain.
−Removed: 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.
+Added: Determining the appropriateness of the allowance involves significant judgment by management and requires consideration of factors that are inherently uncertain.
+Added: 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.
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.
−Removed: 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.
+Added: Mid Penn uses a third-party software application to assist in calculating the quantitative portion of the ACL;
+Added: however, management is responsible for the selection of methodologies, assumptions, and the resulting allowance estimate.
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.
3 unchanged sentences
The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components:
−Removed: 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.
+Added: a collective, or pooled, component for loans that share similar risk characteristics, and an asset-specific component involving individual loans that do not share risk characteristics with other 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.
−Removed: 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.
+Added: 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, 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.
8 unchanged sentences
Loan-to-value and debt-to-income ratios, loan amount and lien position are also considered in assessing whether to originate a loan.
−Removed: These borrowers are particularly susceptible to downturns in economic trends, such as conditions that negatively affect housing prices and demand and levels of unemployment.
−Removed: Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for loan pools.
−Removed: The DCF is based off of historical losses, including peer data, which is correlated to national unemployment and GDP.
+Added: These borrowers may be more susceptible to downturns in economic trends, including declines in housing prices and increases in unemployment.
+Added: Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for its loan pools.
+Added: The DCF methodology incorporates historical loss experience, including relevant peer data, adjusted for current conditions and reasonable and supportable forecasts that consider macroeconomic variables such as national unemployment and GDP.
+Added: MID PENN BANCORP, INC.
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.
−Removed: These loss cash flows are discounted by the loan’s coupon rate to arrive at the
−Removed: MID PENN BANCORP, INC.
−Removed: discounted cash flow based quantitative loss.
+Added: These loss cash flows are discounted by the loan’s effective interest rate to arrive at the discounted cash flow based quantitative loss estimate.
The prepayment studies are updated quarterly by a third-party for each applicable pool.
−Removed: Mid Penn determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools.
−Removed: To the extent the lives of the loans in the 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.
+Added: Mid Penn determined that reasonable and supportable forecasts could be developed for a twelve-month period for its loans held-for-investment (LHFI) portfolio.
+Added: To the extent that the contractual lives of the loans extend beyond this forecast period, Mid Penn applies 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:
−Removed: • Lending process
−Removed: • Concentrations of credit
−Removed: • Peer Group Divergence
−Removed: The ACL for individual loans, such as non-accrual and PCD, that do not share risk characteristics with other loans is measured as the difference between the discounted value of expected future cash flows, based on the effective interest rate at origination, and the amortized cost basis of the loan, or the net realizable value.
+Added: • Changes in lending policies, procedures, and underwriting standards
+Added: • Changes in portfolio composition and concentrations of credit
+Added: • Peer group trends and divergence
+Added: 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.
−Removed: 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.
+Added: 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 estimated costs to sell, when repayment is expected to be provided substantially through the sale of the collateral.
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.
−Removed: Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions necessitate.
+Added: Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions are necessitated.
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.
1 unchanged sentence
If the calculated expected credit loss is determined to be permanent or not recoverable, the amount of the expected credit loss is charged off.
−Removed: Mid Penn may also purchase loans or acquire loans through a business combination.
−Removed: At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination.
−Removed: Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans.
−Removed: 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.
−Removed: 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.
−Removed: At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses.
−Removed: The initial recognition of expected credit losses on PCD loans has no impact on net income.
−Removed: 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.
−Removed: 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.
−Removed: Subsequent changes to the ACL on PCD loans are recorded through the PCL.
−Removed: 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.
−Removed: Loans are charged off against the ACL, with any subsequent recoveries credited back to the ACL account.
+Added: Loans are charged off against the allowance for credit losses on loans, with any subsequent recoveries credited back to the allowance.
Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.
−Removed: Premises and Equipment - Land is carried at cost.
+Added: Premises and Equipment
+Added: Land is carried at cost.
Buildings, furniture, fixtures, equipment, land improvements, and leasehold improvements are stated at cost less accumulated depreciation.
4 unchanged sentences
Leasehold improvements are depreciated using an estimated useful life that is the lesser of the remaining life of the lease or ten to fifteen years .
−Removed: Maintenance and
−Removed: MID PENN BANCORP, INC.
−Removed: normal repairs are charged to expense when incurred, while major additions and improvements are capitalized.
+Added: Maintenance and normal repairs are charged to expense when incurred, while major additions and improvements are capitalized.
Gains and losses on disposals are reflected in current operations .
The Corporation reviews the carrying value of long-lived assets and certain identifiable intangibles for impairment whenever events and changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as prescribed by ASC Topic 360, "Accounting for the Impairment or Disposal of Long-Lived Assets".
−Removed: Bank Premises and Equipment Held For Sale - Bank premises and equipment designated as held for sale are included in Other Assets on the Balance Sheet, and are carried at the lower of cost or market value, and totaled $ 702 thousand and $ 974 thousand at December 31, 2024 and 2023, respectively.
−Removed: The $ 272 thousand decrease in balance at December 31, 2024 related to the sale of the Riverview Halifax building in 2024.
+Added: Bank Premises and Equipment Held-For-Sale
+Added: Bank premises and equipment designated as held-for-sale are included in Other Assets on the Balance Sheet and are carried at the lower of cost or market value, and totaled $ 475 thousand and $ 702 thousand as of December 31, 2025 and 2024,
+Added: MID PENN BANCORP, INC.
+Added: respectively.
+Added: The $ 228 thousand decrease in balance as of December 31, 2025 related to the writedown of one property in 2025.
As of December 31, 2025, one property remained for sale.
−Removed: Foreclosed Assets Held for Sale - Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at their fair value less estimated disposition costs.
+Added: Foreclosed Assets Held-for-Sale
+Added: Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at their fair value less estimated disposition costs.
When such assets are acquired, any shortfall between the loan carrying value and the estimated fair value of the underlying collateral less disposition costs is recorded as an adjustment to the allowance for loan losses while any excess is recognized in income.
2 unchanged sentences
Routine maintenance and real estate taxes are expensed as incurred.
−Removed: Bank-Owned Life Insurance ("BOLI") - Mid Penn is the owner and beneficiary of BOLI policies on current and former Mid Penn directors, as well as BOLI policies acquired through the Phoenix, First Priority, Riverview and Brunswick acquisitions covering certain former Miners Bank, First Priority, Riverview, and Brunswick employees.
+Added: Bank-Owned Life Insurance ("BOLI")
+Added: Mid Penn is the owner and beneficiary of BOLI policies on current and former Mid Penn directors, as well as BOLI policies acquired through the Phoenix, First Priority, Riverview, Brunswick, and William Penn acquisitions covering certain former Miners Bank, First Priority, Riverview, Brunswick, and William Penn employees.
These policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement, if applicable.
1 unchanged sentence
The Corporation's BOLI policies are invested in general account and hybrid account products that have been underwritten by highly-rated third party insurance carriers.
−Removed: Mid Penn is also party to certain Split-Dollar Life Insurance Arrangements, and in accordance with GAAP, has accrued a liability related to the postretirement benefits covered by an endorsement split-dollar life insurance arrangement, and a liability for the future death benefit.
−Removed: Goodwill and Other Intangible Assets - Goodwill represents the excess of the purchase price over the underlying fair value of merged entities.
+Added: Mid Penn is also party to certain Split-Dollar Life Insurance Arrangements, and in accordance with GAAP, has accrued a liability related to the postretirement benefit under endorsement split-dollar life insurance arrangements, as well as a liability for the future death benefit obligation.
+Added: Goodwill and Other Intangible Assets
+Added: Goodwill represents the excess of the purchase price over the underlying fair value of merged entities.
We assess goodwill for impairment annually as of October 31 of each year.
−Removed: The Corporation has one reporting unit, community banking, which includes the Bank, the Corporation’s wholly-owned banking subsidiary.
+Added: The Corporation has one reporting unit, community banking, which includes the Bank, its wholly-owned banking subsidiary.
If certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur.
1 unchanged sentence
Both approaches include earnings and price-to-tangible book value multiples of comparable public companies, which are applied to the earnings and equity of the reporting unit.
−Removed: The projected tangible book value ("TBV") multiple serves as an indicator of whether the market price or perceived value of the Company's tangible assets exceeds its book value.
−Removed: In 2024, the company applied a control premium based on its review of observable transactions and comparable marketplace data.
+Added: The projected tangible book value ("TBV") multiple serves as an indicator of whether the market price or perceived value of the Corporation's tangible assets exceeds its book value.
+Added: In 2025, the Corporation applied a control premium based on its review of observable transactions and comparable marketplace data.
Several factors are considered, such as operating results, business plans, economic projections, anticipated future cash flows, current market data, etc.
1 unchanged sentence
Changes in economic and operating conditions could result in goodwill impairment in future periods.
−Removed: The Bank did not identify any impairment on its outstanding goodwill from its most recent testing, which was performed as of October 31, 2024.
+Added: The Corporation did not identify any impairment on its outstanding goodwill from its most recent testing, which was performed as of October 31, 2025.
Core deposit intangible ("CDI") is a measure of the value of checking and savings deposits acquired in business combinations.
3 unchanged sentences
Customer list intangibles are a measure of the inherent value of certain customer arrangements acquired in business combinations.
−Removed: The fair value of the customer list is based on the income approach which employs a present value analysis,
+Added: The fair value of the customer list is based on the income approach which employs a present value analysis, which calculates the expected after-tax cash flow benefits of the net revenues generated by the acquired customers over the expected life of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment.
+Added: The value assigned to the acquired customers represents the future economic benefit from acquiring the customers (net of
MID PENN BANCORP, INC.
−Removed: which calculates the expected after-tax cash flow benefits of the net revenues generated by the acquired customers over the expected life of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment.
−Removed: The value assigned to the acquired customers represents the future economic benefit from acquiring the customers (net of operating expenses).
+Added: operating expenses).
The customer list is amortized over a 10 to 20-year projection period, a sufficient time to capture the economic value of the customer list given an assumed customer attrition rate.
2 unchanged sentences
No impairment charges were required for the years ended December 31, 2025, 2024, or 2023.
−Removed: Leases - Mid Penn leases certain premises and equipment and recognizes a right-of-use ("ROU") asset and a related lease liability for each distinct lease agreement.
+Added: Mid Penn leases certain premises and equipment and recognizes a right-of-use ("ROU") asset and a related lease liability for each distinct lease agreement.
The lease ROU asset consists of the amount of the initial measurement of the lease liability, adjusted for any lease payments made to the lessor at or before the commencement date, minus any lease incentives received, and any initial direct costs incurred by the lessee (defined as costs of a lease that would not have been incurred had the lease not been executed).
13 unchanged sentences
Mid Penn does not have material restrictions or covenants imposed by leases that would impact Mid Penn’s ability to pay dividends or cause Mid Penn to incur additional financial obligations.
−Removed: Comprehensive Income - Comprehensive income consists of net income and other comprehensive income (loss).
+Added: Comprehensive Income
+Added: Comprehensive income consists of net income and other comprehensive income (loss).
Other comprehensive income (loss) includes changes in unrealized gains and losses on securities available-for-sale arising during the period and reclassification adjustments for realized gains and losses on securities available-for-sale included in net income.
Mid Penn has an unfunded noncontributory defined benefit plan for directors and other postretirement benefit plans covering full-time employees.
−Removed: These plans utilize assumptions and methods to calculate the fair value of plan assets
+Added: These plans utilize assumptions and methods to calculate the fair value of plan assets and recognizing the
MID PENN BANCORP, INC.
−Removed: and recognizing the overfunded and underfunded status of the plans on its Consolidated Balance Sheet.
+Added: overfunded and underfunded status of the plans on its Consolidated Balance Sheet.
Gains and losses, prior service costs and credits are recognized in other comprehensive income (loss), net of tax, until they are amortized, or immediately upon curtailment.
−Removed: Trust Assets and Income - Assets held by the Bank in a fiduciary or agency capacity for customers of the trust department of the Bank are not included in the Consolidated Financial Statements since such items are not assets of the Bank.
−Removed: Assets under management totaled $ 473.5 million as of December 31, 2024, Most trust income is recognized as earned, which is not materially different than if it were reported on the accrual basis.
−Removed: Revenue Recognition - Mid Penn recognizes revenue when earned based upon contractual terms, as transactions occur, or as related services are provided, and collectability is reasonably assured.
+Added: Trust and Wealth Management Assets and Income
+Added: Assets held by the Bank in a fiduciary or agency capacity for customers of the Bank's Trust and Wealth Management departments of the Bank are not included in the Consolidated Financial Statements since such items are not assets of the Bank.
+Added: Assets under management totaled $ 1.0 billion as of December 31, 2025, Trust and wealth income is generally recognized as earned, which is not materially different from recognition on accrual basis.
+Added: Revenue Recognition
+Added: Mid Penn recognizes revenue when earned based upon contractual terms, as transactions occur, or as related services are provided, and collectability is reasonably assured.
The largest source of revenue for Mid Penn is interest income.
12 unchanged sentences
Payment for interchange activity is received primarily daily, while some fees are aggregated and payment is received in the following month.
−Removed: Service Charges on Deposits - consist of cash management, overdraft, non-sufficient fund fees and other service charges on deposit accounts.
+Added: Service Charges on Deposits - consists of cash management, overdraft, non-sufficient fund fees and other service charges on deposit accounts.
Revenue is primarily transactional and recognized when earned, which is at the time the respective initiating transaction occurs, and the related service charge is subsequently processed.
5 unchanged sentences
Payment is primarily received immediately or in the following month.
−Removed: Mid Penn does not exercise significant judgements in the recognition of income, as typically income is not recognized until the performance obligation has been satisfied.
+Added: Mid Penn does not exercise significant judgment in the recognition of income, as income is generally not recognized until the related performance obligation has been satisfied.
MID PENN BANCORP, INC.
−Removed: Income Taxes - Income tax expense is determined using the asset and liability method and consists of income taxes that are currently payable and deferred income taxes.
+Added: Derivative Financial Instruments
+Added: Loan-level Interest Rate Swaps
+Added: The Corporation offers certain derivative products directly to qualified commercial lending clients seeking to manage their interest rate risk.
+Added: The Corporation economically hedges interest rate swap transactions to execute with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants.
+Added: Derivative transactions executed as part of this program are not designed as qualifying hedging relationships and are, therefore, carried at fair value with the change in fair value recorded as noninterest income.
+Added: Because these derivatives generally have mirror-image contractual terms, in addition to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to substantially offset.
+Added: Cash Flow Hedges of Interest Rate Risk
+Added: 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.
+Added: To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.
+Added: Beginning in the first quarter of 2023, Mid Penn entered into interest rate swaps designated as cash flow hedges to hedge the cash flows associated with existing brokered CDs.
+Added: 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.
+Added: Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the hedged liabilities.
+Added: Mortgage Banking Derivative Financial Instruments
+Added: In connection with its mortgage banking activities, Mid Penn entered into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks.
+Added: In addition, Mid Penn entered into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held-for-sale.
+Added: Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date.
+Added: The amount necessary to settle each interest rate lock was based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.
+Added: Income tax expense is determined using the asset and liability method and consists of income taxes that are currently payable and deferred income taxes.
Deferred income tax expense (benefit) is determined by recognizing deferred tax assets and liabilities for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
8 unchanged sentences
In estimating income taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Corporation’s tax position.
−Removed: Although the Corporation uses the best available information to record income taxes, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances such as changes in tax laws and judicial guidance influencing its overall tax position.
+Added: Although the Corporation uses the best available information to record income taxes, underlying estimates and assumptions can
+Added: MID PENN BANCORP, INC.
+Added: change over time as a result of unanticipated events or circumstances such as changes in tax laws and judicial guidance influencing its overall tax position.
An uncertain tax position is recognized only if it is more-likely-than-not to be sustained upon examination, including resolution of any related appeals or litigation process, based on the technical merits of the position.
5 unchanged sentences
Management believes it is no longer subject to income tax examinations for years prior to 2022.
−Removed: Off-Balance Sheet Arrangements - The Corporation enters into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes.
+Added: The adoption of ASU 2023-09 did not impact the Corporation's accounting for income taxes, but expanded certain income tax disclosure requirements.
+Added: See Note 16 - Income Taxes for additional information, including the disclosures related to the adoption of ASU 2023-09.
+Added: Off-Balance Sheet Arrangements
+Added: The Corporation enters into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes.
Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
6 unchanged sentences
The Corporation’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.
−Removed: Earnings per Common Share - The Corporation presents basic and diluted earnings per common share ("EPS") data for its common stock.
+Added: Earnings per Common Share
+Added: The Corporation presents basic and diluted earnings per common share ("EPS") data for its common stock.
Basic EPS is calculated by dividing the net income attributable to shareholders of the Corporation by the weighted-average number of shares of common stock outstanding during the period.
−Removed: Diluted EPS is determined by
+Added: Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted-average number of shares of common stock outstanding adjusted for the effects of all dilutive potential common shares, including those arising from stock-based compensation awards such as restricted stock and stock options, using the treasury stock method.
+Added: Treasury Stock
+Added: Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity.
+Added: The shares may be purchased in the open market or in privately negotiated transactions from
MID PENN BANCORP, INC.
−Removed: adjusting the profit or loss attributable to shareholders and the weighted average number of shares of common stock outstanding adjusted for the effects of all dilutive potential common shares comprised of restricted stock awards.
−Removed: Treasury Stock - Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity.
−Removed: The shares may be purchased in the open market or in privately negotiated transactions from time to time depending upon the market conditions and other factors over a one-year period or such longer period of time as may be necessary to complete such repurchases.
−Removed: Derivative Financial Instruments
−Removed: Loan-level Interest Rate Swaps
−Removed: The Corporation offers certain derivative products directly to qualified commercial lending clients seeking to manage their interest rate risk.
−Removed: The Corporation economically hedges interest rate swap transactions to execute with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants.
−Removed: Derivative transactions executed as part of this program are not designed as qualifying hedging relationships and are, therefore, carried at fair value with the change in fair value recorded as noninterest income.
−Removed: Because these derivatives have mirror-image contractual terms, in additional to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to substantially offset.
−Removed: Cash Flow Hedges of Interest Rate Risk
−Removed: 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.
−Removed: To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.
−Removed: Beginning in the first quarter of 2023, Mid Penn entered into interest rate swaps designated as cash flow hedges to hedge the cash flows associated with existing brokered CDs.
−Removed: 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.
−Removed: 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.
−Removed: Mortgage Banking Derivative Financial Instruments
−Removed: In connection with its mortgage banking activities, Mid Penn entered into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks.
−Removed: In addition, Mid Penn entered into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale.
−Removed: Forward sales commitments may have also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date.
−Removed: The amount necessary to settle each interest rate lock was based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.
+Added: time to time depending upon the market conditions and other factors over a one-year period or such longer period of time as may be necessary to complete such repurchases.
Recent Accounting Pronouncements
−Removed: Accounting Standards Adopted
−Removed: On January 1, 2023, the Corporation adopted ASC 326, Financial Instruments - Credit Losses , which replaces the incurred loss methodology, and is referred to as CECL.
−Removed: The measurement of expected credit losses under CECL applies to financial assets measured at amortized cost, including loans and HTM debt securities.
−Removed: It also applies to OBS credit exposures (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with ASC Topic 842.
−Removed: The Corporation adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, net of investments in leases and OBS credit exposures.
−Removed: Results for reporting periods beginning after January 1, 2023 are presented under CECL, while prior period results are reported in accordance with the previously applicable incurred
−Removed: MID PENN BANCORP, INC.
−Removed: loss methodology.
−Removed: The Corporation recorded an overall increase of $ 15.0 million to the ACL on January 1, 2023 as a result of the adoption of CECL.
−Removed: Retained earnings decreased $ 11.5 million and deferred tax assets increased by $ 3.1 million.
−Removed: 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.
−Removed: On January 1, 2023, the Corporation adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326):
−Removed: Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for troubled debt restructurings in Accounting Standards Codification ("ASC") Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
−Removed: Additionally, ASU 2022-02 requires entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost.
−Removed: See "Note 4 - Loans and Allowance for Credit Losses - Loans" for the new financial statement disclosures applicable under this update.
−Removed: The updates to the significant accounting policies related to CECL are further discussed in "Note 3 - Investment Securities", "Note 4 - Loans and Allowance for Credit Losses - Loans" and "Note 18 - Commitments and Contingencies".
−Removed: The FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323):
−Removed: Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.
−Removed: The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.
−Removed: A reporting entity may make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity level or to individual investments.
−Removed: The amendments in this update also remove certain guidance for Qualified Affordable Housing Project investments and require the application of the delayed equity contribution guidance to all tax equity investments.
−Removed: The amendments in this update are effective for fiscal years beginning after December 15, 2023, and must be applied on either a modified retrospective or a retrospective basis.
−Removed: The FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: ASU 2023-07 amends the ASC to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Accounting Standards Pending Adoption
−Removed: The FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .
−Removed: ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No.
−Removed: 33-10532 - Disclosure Update and Simplification that was issued in 2018.
−Removed: 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.
−Removed: ASU 2023-06 is not expected to have a significant impact on our financial statements.
+Added: Accounting Standards Adopted in 2025
ASU 2023-09 :
2 unchanged sentences
ASU 2023-09 amends the ASC to enhance income tax disclosures by requiring entities to disclose income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes.
−Removed: 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.
−Removed: ASU 2023-09 is not expected to have a significant impact on the Corporation's financial statements.
−Removed: ASU 2024-01 —The FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718):
−Removed: Scope application of profits interest and similar awards.
−Removed: 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.
−Removed: The amendments are effective for annual periods beginning
−Removed: MID PENN BANCORP, INC.
−Removed: after December 15, 2025, and interim periods within those annual periods.
−Removed: ASU 2024-01 is not expected to have a significant impact on the Corporation's financial statements.
+Added: Additionally, entities are required to disclose amounts greater than 5% of the total income taxes paid to an individual jurisdiction.
+Added: The Company adopted this standard on a prospective basis in 2025.
+Added: Prior period amounts were not adjusted.
+Added: Adoption did not have a material impact on the Company's consolidated financial statements.
ASU 2024-02 :
1 unchanged sentence
This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2025.
−Removed: Early adoption is permitted.
−Removed: ASU 2024-02 is not expected to have a significant impact on the Corporation's financial statements.
+Added: The Company adopted this standard in 2025.
+Added: Adoption did not have a material impact on the Company's consolidated financial statements.
+Added: Accounting Standa rds Pending Adoption
+Added: The FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .
+Added: ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No.
+Added: 33-10532 - Disclosure Update and Simplification that was issued in 2018.
+Added: 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.
+Added: ASU 2023-06 is not expected to have a significant impact on our financial statements.
ASU 2024-03 :
11 unchanged sentences
ASU 2024-04 is not expected to have a significant impact on the Corporation's financial statements.
+Added: ASU 2025-01 - The FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Clarifying the Effective Date
+Added: 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.
+Added: 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.
+Added: Early adoption is permitted.
+Added: ASU 2025-01 is not expected to have a significant impact on the Corporation's financial statements.
MID PENN BANCORP, INC.
+Added: ASU 2025-06 - The FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software
+Added: The amendments in this ASU apply to all entities subject to the internal-use software guidance in Subtopic 350-40.
+Added: 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.
+Added: 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.
+Added: Early adoption is permitted as of the beginning of an annual reporting period.
+Added: ASU 2025-06 is not expected to have a significant impact on the Corporation's financial statements.
+Added: ASU 2025-08 - The FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326):
+Added: Purchased Loans
+Added: The amendments in this ASU apply to all entities subject to the guidance in Topic 326, including public business entities, private companies, and not-for-profit entities.
+Added: The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.
+Added: The amendments in this ASU should be applied prospectively to loans that are acquired on or after the initial application date.
+Added: Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.
+Added: The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
+Added: While the adoption of this ASU is not expected to have a material impact on the Company's existing loan portfolio, it may impact the accounting for future loan acquisitions and business acquisitions.
+Added: ASU 2025-09 - The FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):
+Added: Hedge Accounting Improvements
+Added: The amendments in this ASU refine hedge accounting guidance to better align accounting with risk management strategies.
+Added: The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods therein.
+Added: Early adoption is permitted.
+Added: ASU 2025-09 is not expected to have a significant impact on the Corporation's financial statements.
+Added: ASU 2025-11 - The FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow Scope Improvements
+Added: The amendments in this ASU clarify and improve guidance on interim financial statements and disclosures.
+Added: The amendments will be effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities.
+Added: Early adoption is permitted.
+Added: The Company is evaluating the effects of the ASU and does not expect adoption to have a material impact on its consolidated financial statements.
+Added: ASU 2025-12 - The FASB issued ASU 2025-12, Codification Improvements
+Added: The amendments in this ASU clarify and correct existing guidance in the Accounting Standards Codification.
+Added: The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: ASU 2025-12 is not expected to have a significant impact on the Corporation's consolidated financial statements.
+Added: Management does not expect the adoption of any other recently issued accounting standards to have a material impact on the Corporation's consolidated financial statements.
+Added: MID PENN BANCORP, INC.
Note 2 - Business Combinations
1 unchanged sentence
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.
−Removed: Mid Penn has recognized total goodwill of $ 1.1 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair market value of identifiable assets acquired.
+Added: 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.
−Removed: Brunswick Acquisition
−Removed: 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.
−Removed: In connection with this acquisition, Brunswick Bank, a wholly-owned subsidiary of Brunswick, merged with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn.
−Removed: This transaction included the acquisition of 5 branches and extended Mid Penn’s footprint into Middlesex and Monmouth counties in central New Jersey.
−Removed: Mid Penn issued 849,510 shares of its common stock as well as a net cash payment to Brunswick shareholders of $ 27.6 million, for total consideration of $ 45.7 million for all outstanding stock and the cancellation of stock options of Brunswick.
−Removed: Mid Penn has recognized total goodwill of $ 12.8 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair market value of identifiable assets acquired.
−Removed: The fair value of the consideration exchanged related to Mid Penn’s common stock was calculated based upon the closing market price of Mid Penn’s common stock as of May 19, 2023.
−Removed: None of the goodwill recognized is expected to be deductible for income tax purposes.
+Added: Charis Insurance Group, Inc.
+Added: On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc.
+Added: (Charis Insurance Group), which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $ 4.0 million.
+Added: 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.
+Added: Mid Penn incurred expenses related to the Charis Insurance Group acquisition of $ 164 thousand for the year ended December 31, 2025, which is included in noninterest expense in the Consolidated Statements of Income.
+Added: William Penn Acquisition
+Added: 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.
+Added: 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.
+Added: The merger was an all-stock transaction valued at approximately $ 103.2 million, based on Mid Penn's common stock closing price of $ 29.05 on April 30, 2025.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: This is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.
+Added: Goodwill is primarily comprised of expected synergies and an assembled workforce.
+Added: Goodwill is not deductible for income tax purposes.
+Added: Mid Penn incurred merger-related expenses related to the William Penn Acquisition of $ 10.1 million for the year ended December 31, 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.
1 unchanged sentence
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.
−Removed: As part of the Brunswick Acquisition, Mid Penn acquired PCD loans and leases of $ 18.7 million.
−Removed: Mid Penn established an ACL at acquisition of $ 336 thousand with a corresponding gross-up to the amortized cost of the PCD loans and leases.
−Removed: The non-credit discount on the PCD loans and leases was $ 2.4 million and the Day 1 fair value was $ 16.3 million.
−Removed: The initial provision expense for non-PCD loans associated with the Brunswick Acquisition was $ 2.0 million.
MID PENN BANCORP, INC.
−Removed: Estimated fair values of the assets acquired and liabilities assumed in the Brunswick Acquisition as of the closing date are as follows:
+Added: As part of the William Penn Acquisition, Mid Penn acquired non-PCD and PCD loans and leases of $ 355.5 million and $ 49.8 million, respectively.
+Added: The initial provision expense for non-PCD loans associated with the William Penn Acquisition was $ 2.3 million.
+Added: The non-credit discount on the PCD loans and leases was $ 15 thousand and the Day 1 fair value adjustment was $ 343 thousand.
+Added: 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)
4 unchanged sentences
Loans 405,271
−Removed: Goodwill 12,800
Core deposit intangible 9,002
Premises and equipment 6,858
+Added: Operating lease right-of-use asset 6,340
Cash surrender value of life insurance 42,928
8 unchanged sentences
Savings 76,983
−Removed: Long-term debt 60,136
+Added: Operating lease liability 6,340
Accrued interest payable 29
1 unchanged sentence
Total liabilities assumed $ 630,181
−Removed: Consideration paid $ 45,660
−Removed: Cash paid $ 27,565
+Added: Consideration transferred $ 103,213
Fair value of common stock issued 103,206
−Removed: Management has completed its evaluation of fair values of all assets and liabilities shown in the table above and all amounts are considered final.
+Added: Cash paid in lieu of fractional shares 7
+Added: Total $ 103,213
+Added: Reconciliation to consideration transferred:
+Added: Total assets acquired 726,537
+Added: Total liabilities assumed 630,181
+Added: Net assets acquired 96,356
+Added: Goodwill 6,857
+Added: Consideration transferred $ 103,213
MID PENN BANCORP, INC.
+Added: 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.
+Added: During the year ended December 31, 2025, the Company recorded measurement period adjustments related primarily to income taxes, resulting in a decrease to goodwill of $ 1.1 million.
+Added: The Company remains within the one-year measurement period as of December 31, 2025.
+Added: From the acquisition date of April 30, 2025 through December 31, 2025, William Penn contributed approximately $ 14.2 million of total revenue and $ 653 thousand of net income to Mid Penn's consolidated results for the year ended December 31, 2025.
+Added: The following supplemental unaudited pro forma information presents certain financial results for the year ended December 31, 2025 and 2024 as if the merger of William Penn was effective as of January 1, 2024.
+Added: 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.
+Added: (In thousands) Year Ended December 31,
+Added: Net interest income after provision for credit losses - loans $ 206,082 $ 172,535
+Added: Noninterest income 27,977 25,476
+Added: Noninterest expense 152,449 139,678
+Added: Net income $ 56,676 $ 48,229
+Added: 1st Colonial Acquisition
+Added: On September 24, 2025, Mid Penn entered into a Merger Agreement with 1st Colonial, in a cash and stock deal valued at nearly $ 101 million.
+Added: On February 27, 2026, Mid Penn completed its acquisition of 1st Colonial.
+Added: At the effective time of the Merger, 1st Colonial merged with and into Mid Penn with Mid Penn surviving the Merger.
+Added: Promptly following the Merger, 1st Colonial Community Bank, 1st Colonial's wholly owned bank subsidiary, merged with and into the Bank with the Bank surviving.
+Added: 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, was 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.
+Added: Cumberland Advisors Acquisition
+Added: On September 25, 2025, Mid Penn entered into an agreement to acquire Cumberland Advisors, Inc., a registered investment advisory firm, for a purchase price at closing of $ 5.5 million, and the acquisition was completed on January 1, 2026.
+Added: Seventy percent of the purchase price was paid in Mid Penn common stock, with the remaining balance paid in cash.
+Added: The agreement also provides for a potential additional cash payment by Mid Penn of up to $ 1.0 million pursuant to an earn-out arrangement, as well as the issuance of approximately 300,000 stock appreciation rights having a maximum aggregate value of $ 1.2 million.
+Added: MID PENN BANCORP, INC.
Note 3 - Investment Securities
AFS Securities
−Removed: At December 31, 2024, the fair value of AFS securities totaled $ 260.5 million.
−Removed: At December 31, 2024, no securities were identified that violated credit loss triggers;
−Removed: therefore, no DCF analysis was performed, and no credit loss was recognized on any of the securities available for sale.
+Added: As of December 31, 2025, the fair value of AFS securities totaled $ 416.3 million.
+Added: As of December 31, 2025, no securities were identified that violated credit loss triggers;
+Added: therefore, no discounted cash flow analysis was required.
+Added: As of December 31, 2025, the Corporation recorded no allowance for credit losses on any available-for-sale debt securities.
Accrued interest receivable is excluded from the estimate of credit losses for AFS securities.
−Removed: At December 31, 2024, accrued interest receivable totaled $ 1.2 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
+Added: As of December 31, 2025, accrued interest receivable totaled $ 1.8 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
HTM Securities
−Removed: At December 31, 2024, Mid Penn’s HTM securities totaled $ 382.4 million.
−Removed: The Company primarily held highly rated HTM securities, including taxable and tax-exempt securities issued mainly by the U.S government, state governments, and political subdivisions.
+Added: As of December 31, 2025, Mid Penn’s HTM securities totaled $ 347.3 million.
+Added: 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 December 31, 2025, the majority of Mid Penn's HTM securities were rated as A1/BBB by Moody's and/or Standard & Poor's ratings services.
Credit ratings of HTM securities, which are a key factor in estimating expected credit losses, are reviewed on a quarterly basis.
−Removed: At December 31, 2024, there were no HTM securities that were past due 30 days or more as to principal or interest payments.
−Removed: Additionally, Mid Penn had no HTM securities classified as nonaccrual at December 31, 2024.
−Removed: Therefore, no allowance for credit losses was recorded as of December 31, 2024.
+Added: Management has the intent and ability to hold these securities to maturity.
+Added: As of December 31, 2025, there were no HTM securities that were past due 30 days or more as to principal or interest payments.
+Added: Additionally, Mid Penn had no HTM securities classified as nonaccrual as of December 31, 2025.
+Added: As of December 31, 2025, the Corporation recorded no allowance for credit losses on any held-to-maturity debt securities.
Accrued interest receivable is excluded from the estimate of credit losses for HTM securities.
−Removed: At December 31, 2024, accrued interest receivable totaled $ 1.8 million for HTM securities and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
+Added: As of December 31, 2025, accrued interest receivable totaled $ 1.5 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:
45 unchanged sentences
See "Note 13 - Fair Value Measurement," for additional information.
−Removed: Investment securities having a fair value of $ 440.0 million at December 31, 2024, and $ 380.3 million at December 31, 2023, were pledged primarily to secure public deposits, some Trust department deposit accounts, and certain other borrowings.
+Added: Investment securities having a fair value of $ 544.7 million as of December 31, 2025, and $ 440.0 million as of 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.
1 unchanged sentence
MID PENN BANCORP, INC.
−Removed: The following tables present gross unrealized losses and fair value of investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2024 and 2023.
+Added: 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 as of December 31, 2025 and 2024:
(Dollars in thousands) Less Than 12 Months 12 Months or More Total
46 unchanged sentences
Total 23 $ 86,338 $ 1,878 514 $ 514,787 $ 64,225 537 $ 601,125 $ 66,103
−Removed: At December 31, 2024 and 2023, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S.
+Added: As of December 31, 2025 and 2024, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S.
Treasury and U.S.
1 unchanged sentence
government agencies.
+Added: The Corporation evaluates debt securities for credit losses in accordance with ASC 326.
Mid Penn had no securities considered by management to be credit related losses as of December 31, 2025 and December 31, 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.
−Removed: There were no gross realized gains and losses on the sale of AFS securities as of December 31, 2024.
+Added: There was $ 10 thousand and zero gross realized gains on the sale of AFS securities as of December 31, 2025 and December 31, 2024, respectively.
MID PENN BANCORP, INC.
36 unchanged sentences
Accrued interest receivable is not included in the amortized cost basis of Mid Penn's loans.
−Removed: At December 31, 2024, accrued interest receivable for loans totaled $ 22.9 million with no related ACL and was reported in other assets on the accompanying Consolidated Balance Sheet.
+Added: As of December 31, 2025, accrued interest receivable for loans totaled $ 25.7 million with no related ACL and was reported in other assets on the accompanying Consolidated Balance Sheet.
The Bank has granted loans to certain of its executive officers, directors, and their related interests.
−Removed: The aggregate amount of these loans was $ 13.8 million and $ 22.0 million at December 31, 2024 and 2023, respectively.
+Added: The aggregate amount of these loans was $ 11.5 million and $ 13.8 million as of December 31, 2025 and 2024, respectively.
During 2025, $ 705 thousand of new loans, advances and loans to new related parties were extended and repayments totaled $ 2.3 million.
−Removed: In addition, for the year ended December 31, 2024 there were $ 8.0 million of loans that were no longer extended to related parties.
−Removed: None of these loans were past due, in non-accrual status, or restructured at December 31, 2024.
+Added: None of these loans were past due, in nonaccrual status, or restructured as of December 31, 2025.
Past Due and Nonaccrual Loans
48 unchanged sentences
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.
+Added: There were no loans greater than 90 days past due and still accruing as of December 31, 2025 and 2024.
Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of December 31, 2025 and 2024 are summarized as follows:
8 unchanged sentences
Commercial and industrial 10,519 398 10,917 758 3,894 4,652
−Removed: Residential Construction — — — — 303 303
−Removed: Other Construction — — — — 2,256 2,256
−Removed: Total Construction — — — — — 2,559 2,559
Residential mortgage
5 unchanged sentences
Total loans $ 14,071 $ 8,880 $ 22,951 $ 3,380 $ 19,230 $ 22,610
−Removed: The amount of interest income recognized on nonaccrual loans was approximately $ 128 thousand and $ 174 thousand during the three months ended December 31, 2024 and 2023, respectively.
−Removed: During the years ended December 31, 2024 and 2023, the amount of interest income recognized on nonaccrual loans was approximately $ 584 thousand and $ 1.2 million, respectively.
+Added: During the years ended December 31, 2025 and 2024, the amount of interest income recognized on nonaccrual loans was approximately $ 1.9 million and $ 584 thousand, respectively.
Credit Quality Indicators
7 unchanged sentences
the Borrower lists good quality assets with relatively low leverage and ample debt capacity.
−Removed: MID PENN BANCORP, INC.
Average Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality;
1 unchanged sentence
the Borrower should have a good repayment history and possess consistent earnings with some growth.
+Added: MID PENN BANCORP, INC.
Marginally Acceptable Risk / Pass - This type of classification has financial ratios consistent with industry averages, assets of average quality with ascertainable values, acceptable leverage, moderate capital assets and an acceptable reliance on trade debt;
29 unchanged sentences
Gross charge-offs — ( 346 ) — — — — — ( 346 )
−Removed: MID PENN BANCORP, INC.
−Removed: Current period recoveries — — — — — 4 — 4
−Removed: Net recoveries — — — — — 4 — 4
+Added: Net charge-offs — ( 346 ) — — — — — ( 346 )
Pass 37,788 4,816 62,305 156,236 68,254 86,424 3,271 419,094
1 unchanged sentence
Substandard or lower — — — — — 131 — 131
+Added: MID PENN BANCORP, INC.
Total Multifamily 37,788 4,816 62,305 156,236 68,254 86,597 3,271 419,267
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net charge offs — — — — — — — —
Pass 29,858 23,228 24,273 51,055 36,651 44,326 15,255 224,646
2 unchanged sentences
Total Farmland 29,858 23,228 25,098 51,055 38,950 44,372 15,255 227,816
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net charge offs — — — — — — — —
Commercial and industrial
8 unchanged sentences
Pass 29,399 27,382 17,469 351 — — 10,698 85,299
−Removed: Special mention — — — — — — — —
−Removed: Substandard or lower — — — — — — — —
Total Residential Construction 29,399 27,382 17,469 351 — — 10,698 85,299
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net recoveries — — — — — — — —
Other Construction
Pass 64,396 79,617 74,890 42,758 7,790 12,387 28,552 310,390
−Removed: Special mention — — — — — — — —
−Removed: Substandard or lower — — — — — — — —
Total Other Construction 64,396 79,617 74,890 42,758 7,790 12,387 28,552 310,390
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net recoveries — — — — — — — —
−Removed: MID PENN BANCORP, INC.
1-4 Family 1st Lien
Performing 57,120 28,810 59,920 49,052 38,466 179,375 1,489 414,232
−Removed: Non-performing — — — — 211 817 — 1,028
+Added: Nonperforming — — 100 48 — 3,041 — 3,189
Total 1-4 Family 1st Lien 57,120 28,810 60,020 49,100 38,466 182,416 1,489 417,421
−Removed: Gross charge offs — — — — — ( 7 ) — ( 7 )
Current period recoveries — — — — — 90 — 90
2 unchanged sentences
Performing 46,766 22,067 45,885 99,841 59,781 131,001 2,154 407,495
−Removed: Non-performing — 147 — — 595 559 — 1,301
+Added: Nonperforming — — 292 — 1,572 1,606 — 3,470
Total 1-4 Family Rental 46,766 22,067 46,177 99,841 61,353 132,607 2,154 410,965
−Removed: Gross charge offs — — — — — ( 2 ) — ( 2 )
−Removed: Current period recoveries — — — — — 22 — 22
−Removed: Net recoveries — — — — — 20 — 20
HELOC and Junior Liens
Performing 8,403 5,050 17,397 8,447 4,815 14,180 115,728 174,020
−Removed: Non-performing — 21 — — — 1,257 1,001 2,279
+Added: Nonperforming — 1,151 93 152 — 1,699 1,001 4,096
Total HELOC and Junior Liens 8,403 6,201 17,490 8,599 4,815 15,879 116,729 178,116
−Removed: Gross charge offs — — ( 21 ) — — — — ( 21 )
−Removed: Current period recoveries — — — — — — — —
−Removed: Net charge offs — — ( 21 ) — — — — ( 21 )
Performing 5,143 1,169 829 276 265 702 2,216 10,600
−Removed: Non-performing — — — — — — — —
+Added: Nonperforming — — 29 — — — — 29
Total Consumer 5,143 1,169 858 276 265 702 2,216 10,629
2 unchanged sentences
Net charge-offs — — — — — ( 43 ) — ( 43 )
+Added: MID PENN BANCORP, INC.
Pass 534,056 389,290 536,002 779,232 375,146 848,781 330,752 3,793,259
4 unchanged sentences
Total $ 651,488 $ 447,833 $ 681,195 $ 941,099 $ 483,942 $ 1,198,420 $ 458,861 $ 4,862,838
−Removed: MID PENN BANCORP, INC.
December 31, 2024
6 unchanged sentences
Total CRE Nonowner Occupied 85,501 177,533 344,332 152,157 133,931 345,824 11,732 1,251,010
−Removed: Gross charge offs — — — — — — — —
Current period recoveries — — — — — 2 — 2
−Removed: Net charge offs — — — — — — — —
+Added: Net recoveries — — — — — 2 — 2
CRE Owner Occupied
3 unchanged sentences
Total CRE Owner Occupied 52,922 99,287 111,867 66,581 77,774 203,946 11,630 624,007
−Removed: Gross charge offs — — — — — ( 16 ) — ( 16 )
Current period recoveries — — — — — 4 — 4
−Removed: Net charge offs — — — — — ( 16 ) — ( 16 )
+Added: Net recoveries — — — — — 4 — 4
Pass 4,843 66,119 118,568 101,871 40,450 78,070 2,771 412,692
2 unchanged sentences
Total Multifamily 4,843 66,119 118,568 101,871 40,450 78,278 2,771 412,900
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net charge offs — — — — — — — —
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
−Removed: Substandard or lower — — — — — 345 48 393
Total Farmland 27,449 31,387 56,178 42,693 25,119 26,892 14,991 224,709
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net charge offs — — — — — — — —
Commercial and industrial
3 unchanged sentences
Total Commercial and industrial 114,175 106,719 79,205 55,235 22,700 97,889 229,469 705,392
−Removed: MID PENN BANCORP, INC.
Gross charge-offs — ( 201 ) — — ( 206 ) ( 412 ) — ( 819 )
+Added: MID PENN BANCORP, INC.
Current period recoveries — — — — — 1 — 1
2 unchanged sentences
Pass 34,275 37,222 15,559 — — 2,007 10,336 99,399
−Removed: Special mention — — — — — — — —
−Removed: Substandard or lower — 573 — — — — — 573
Total Residential construction 34,275 37,222 15,559 — — 2,007 10,336 99,399
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net recoveries — — — — — — — —
Other construction
Pass 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171
−Removed: Special mention — — — 1,447 — — — 1,447
−Removed: Substandard or lower — — — — — 2,257 — 2,257
Total Other construction 66,711 94,619 104,439 11,664 10,983 11,928 25,827 326,171
−Removed: Gross charge offs — — — — — — — —
−Removed: Current period recoveries — — — — — — — —
−Removed: Net recoveries — — — — — — — —
1-4 Family 1st Lien
Performing 27,580 59,762 45,946 34,743 42,727 98,891 2,915 312,564
−Removed: Non-performing — — 37 218 — 1,613 — 1,868
+Added: Nonperforming — — — — 211 817 — 1,028
Total 1-4 Family 1st Lien 27,580 59,762 45,946 34,743 42,938 99,708 2,915 313,592
4 unchanged sentences
Performing 28,735 51,488 88,594 59,397 35,222 69,890 2,009 335,335
−Removed: Non-performing — — 56 1,252 — 1,177 — 2,485
+Added: Nonperforming — 147 — — 595 559 — 1,301
Total 1-4 Family Rental 28,735 51,635 88,594 59,397 35,817 70,449 2,009 336,636
4 unchanged sentences
Performing 6,096 16,125 9,856 4,845 2,182 10,887 88,122 138,113
−Removed: Non-performing — — — — — 1,208 — 1,208
+Added: 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 )
−Removed: Current period recoveries — — — — — — — —
−Removed: Net recoveries — — — — — — — —
−Removed: MID PENN BANCORP, INC.
+Added: Net charge-offs — — ( 21 ) — — — — ( 21 )
Performing 4,214 972 354 394 107 234 2,587 8,862
−Removed: Non-performing — — — — — — — —
Total Consumer 4,214 972 354 394 107 234 2,587 8,862
8 unchanged sentences
Total $ 452,501 $ 741,401 $ 974,898 $ 529,580 $ 392,001 $ 949,299 $ 403,390 $ 4,443,070
+Added: MID PENN BANCORP, INC.
Mid Penn had no loans classified as "Doubtful" as of December 31, 2025 and 2024.
−Removed: There was $ 861 thousand and $ 121 thousand in loans for which formal foreclosure proceedings were in process at December 31, 2024 and December 31, 2023, respectively.
+Added: There was $ 567 thousand and $ 861 thousand in mortgage loans for which formal foreclosure proceedings were in process as of December 31, 2025 and December 31, 2024, respectively.
Collateral-Dependent Loans
6 unchanged sentences
and vacant land.
−Removed: Total collateral-dependent loans as of December 31, 2024 were $ 22.6 million.
+Added: Total collateral-dependent loans were $ 23.0 million as of December 31, 2025 and December 31, 2024.
Allowance for Credit Losses
7 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.
−Removed: Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain.
+Added: 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.
4 unchanged sentences
lending process, concentrations of credit, and peer group divergence.
−Removed: The quantitative and qualitative portions of the allowance are added
−Removed: MID PENN BANCORP, INC.
−Removed: together to determine the total ACL, which reflects management’s expectations of future conditions based on reasonable and supportable forecasts.
+Added: 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:
7 unchanged sentences
Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.
+Added: MID PENN BANCORP, INC.
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.
5 unchanged sentences
These borrowers are particularly susceptible to downturns in economic trends, such as conditions that negatively affect housing prices and demand and levels of unemployment.
−Removed: Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for loan pools.
+Added: Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for its loan pools.
The DCF is based off of historical losses, including peer data, which is correlated to national unemployment and GDP.
6 unchanged sentences
Qualitative factors used in the ACL methodology include the following:
−Removed: • Lending process
−Removed: • Concentrations of credit
−Removed: • Peer Group Divergence
−Removed: The ACL for individual loans, such as non-accrual and PCD, that do not share risk characteristics with other loans is measured as the difference between the discounted value of expected future cash flows, based on the effective interest rate
−Removed: MID PENN BANCORP, INC.
−Removed: at origination, and the amortized cost basis of the loan, or the net realizable value.
+Added: • Changes in lending policies, procedures, and underwriting standards
+Added: • Changes in portfolio composition and concentrations of credit
+Added: • Peer group trends and divergence
+Added: The ACL for individual loans, such as nonaccrual and PCD loans, 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.
4 unchanged sentences
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.
−Removed: 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.
+Added: These appraisals are reviewed by Mid Penn’s Real Estate Administration 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.
3 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: MID PENN BANCORP, INC.
+Added: number of times past due.
At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses.
7 unchanged sentences
The following table presents the activity in the ACL - loans by portfolio segment for the year ended December 31, 2025 and 2024:
−Removed: (In thousands)
−Removed: December 31, 2023 Charge offs Recoveries Net loans (charged off) recovered (Benefit)/Provision for credit losses
−Removed: December 31, 2024
+Added: (In thousands) Balance as of
+Added: December 31, 2024 PCD Loans Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)
+Added: Balance as of December 31, 2025
Commercial Real Estate
12 unchanged sentences
Total $ 35,514 $ 343 $ ( 1,823 ) $ 459 $ ( 1,364 ) $ 1,598 $ 36,091
+Added: (1) Includes a $ 2.3 million initial provision on non-PCD loans acquired in the William Penn acquisition
MID PENN BANCORP, INC.
−Removed: (In thousands) Balance at
−Removed: December 31, 2022 CECL Impact PCD Loans Charge offs Recoveries Net loans (charged off) recovered Provision/(Benefit) for credit losses
−Removed: December 31, 2023
+Added: (In thousands) Balance as of
+Added: December 31, 2023 Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses Balance as of December 31, 2024
Commercial Real Estate
11 unchanged sentences
Consumer 20 ( 52 ) 39 ( 13 ) 18 25
−Removed: Unallocated ( 126 ) ( 244 ) — — — 370 —
Total $ 34,187 $ ( 901 ) $ 84 $ ( 817 ) $ 2,144 $ 35,514
38 unchanged sentences
Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, or a combination thereof, among other things.
−Removed: Information related to loans modified (by type of modification), whereby the borrower was experiencing financial difficulty at the time of modification as of December 31, 2024, is set forth in the following table:
−Removed: (In thousands) Interest Only
−Removed: Term Extension Combination:
+Added: There were no new modifications to borrowers experiencing financial difficulty for the year ended December 31, 2025.
+Added: Information related to loans modified (by type of modification) for the year ended December 31, 2024, whereby the borrower was experiencing financial difficulty at the time of modification, is set forth in the following table:
+Added: (Dollars in thousands) Interest Only Term Extension Combination:
Interest Only and
2 unchanged sentences
Commercial and industrial $ — $ — $ 287 $ 287 0.04 %
+Added: Residential mortgage
1-4 Family Rental — 184 — 184 0.05 %
HELOC and Junior Liens — — 92 92 0.07 %
−Removed: Total $ — $ 184 $ 379 $ 563
−Removed: 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 a weighted-average of 2.0 years to the life of the loans, which also reduced the monthly payment amounts for the borrowers.
+Added: Total Residential Mortgage — 184 92 276 0.03 %
+Added: Total loans $ — $ 184 $ 379 $ 563
+Added: The financial effects of the loan modifications reduced the monthly payment amounts for the borrower and the term extensions in the table above added a weighted-average of 2.0 years to the life of the loans, which also reduced the monthly payment amounts for the borrowers.
As of December 31, 2025, there were no defaulted troubled debt restructured loans, as all troubled debt restructured loans were current with respect to their associated forbearance agreements.
There were also no defaults on troubled debt restructured loans within twelve months of restructure during 2024.
−Removed: Interest Only Term Extension Combination:
−Removed: Interest Only and
−Removed: Term Extension Total % of Total Class of Financing Receivable
−Removed: Year ended December 31, 2023
−Removed: Commercial real estate
−Removed: CRE Owner Occupied $ 51 $ — $ 180 $ 231 0.04 %
−Removed: Total Commercial real estate 51 — 180 231 0.02
−Removed: Commercial and industrial — 150 — 150 0.02
−Removed: Other Construction — 700 — 700 0.19
−Removed: Total Construction — 700 — 700 0.15
−Removed: Total loans $ 51 $ 850 $ 180 $ 1,081
MID PENN BANCORP, INC.
10 unchanged sentences
Total premises and equipment $ 48,742 $ 38,806
−Removed: Depreciation expense was $ 4.9 million in 2024, $ 4.9 million in 2023, and $ 4.3 million in 2022.
+Added: Depreciation expense was $ 4.9 million in each of 2025, 2024, and 2023.
+Added: and is included in noninterest expense in the Consolidated Statements of Income.
+Added: There were no impairments of premises and equipment recorded during the years ended December 31, 2025, 2024, or 2023.
+Added: The Company did not capitalize interest related to premises and equipment during the y ears ended December 31, 2025, 2024, or 2023.
+Added: MID PENN BANCORP, INC.
Note 6 - Goodwill and Intangible Assets
The following table summarizes the changes in goodwill:
−Removed: For the Years Ended
+Added: For the Year Ended
( In thousands )
Goodwill balance, beginning of year $ 128,160 $ 127,031
−Removed: Brunswick Acquisition — 12,800
Commonwealth Benefits Group acquisition — 1,129
+Added: William Penn Acquisition 6,857 —
+Added: Charis Insurance acquisition 1,603 —
Goodwill balance, end of year $ 136,620 $ 128,160
+Added: 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.
+Added: Goodwill totaling $ 1.6 million was booked as a result of the business combination.
+Added: On April 30, 2025, Mid Penn completed the acquisition of William Penn which further expands Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey.
+Added: Goodwill totaling $ 6.9 million was booked as a result of the business combination.
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.
Goodwill totaling $ 1.1 million was booked as a result of this business combination.
−Removed: On May 19, 2023, Mid Penn purchased Brunswick Bank in a business combination.
−Removed: Goodwill totaling $ 12.8 million was booked as a result of this business combination.
+Added: The following table presents the gross carrying amount and accumulated amortization of core deposit and other intangibles as of December 31:
+Added: (In thousands) 2025 2024
+Added: Gross carrying amount of core deposit and other intangibles $ 17,703 $ 8,026
+Added: accumulated amortization ( 3,046 ) ( 1,784 )
+Added: Core deposit and other intangibles, net $ 14,657 $ 6,242
The following table summarizes the changes in core deposit intangible:
−Removed: For the Years Ended
+Added: For the Year Ended
( In thousands )
2 unchanged sentences
Brunswick core deposit intangibles — — 999
−Removed: Riverview (adjustment) acquisition — — ( 705 )
+Added: William Penn core deposit intangibles 9,002 — —
Amortization of core deposit intangibles ( 2,126 ) ( 1,267 ) ( 1,314 )
−Removed: Core deposit and other intangible balances, end of year $ 3,382 $ 4,649 $ 4,964
+Added: Core deposit intangible balances, end of year $ 10,258 $ 3,382 $ 4,649
+Added: Core deposit intangibles are amortized using the sum-of-the-years'-digits method over estimated useful lives not to exceed ten years .
MID PENN BANCORP, INC.
4 unchanged sentences
Customer List Intangible
−Removed: As a result of the Commonwealth Financial Group and Riverview Acquisitions, Mid Penn recorded a customer list intangible asset included in total intangible assets related to the insurance and wealth management customers assumed in the acquisitions.
−Removed: This intangible is amortized as an expense over ten years using the sum of the years’ amortization method.
+Added: As a result of the Commonwealth Benefits Group and Charis Insurance Group acquisitions, Mid Penn recorded a customer list intangible asset included in total intangible assets related to the insurance and wealth management customers assumed in the acquisitions.
+Added: This intangible is amortized over ten years using the sum-of-the-years’-digits amortization method.
The following table summarizes the changes in the customer list intangible during the years ended December 31:
+Added: For the Year Ended
(In thousands) 2025 2024 2023
Customer list intangible balance, beginning of year $ 2,799 $ 1,830 $ 2,275
−Removed: Commonwealth Financial Group acquisition 1,481 —
+Added: Commonwealth Benefits Group acquisition — 1,481 —
+Added: Charis Insurance acquisition 2,199 — —
Amortization of customer list intangible ( 841 ) ( 512 ) ( 445 )
4 unchanged sentences
Total $ 4,157
+Added: Noncompete Intangible
+Added: As a result of the Commonwealth Benefits Group and Charis Insurance Group acquisitions, Mid Penn recorded a noncompete intangible asset included in total intangible assets related to the insurance and wealth management customers assumed in the acquisitions.
+Added: This intangible is amortized over five years using the sum-of-the-years’-digits amortization method.
+Added: MID PENN BANCORP, INC.
+Added: The following table summarizes the changes in the noncompete intangible during the years ended December 31:
+Added: For the Year Ended
+Added: ( In thousands )
+Added: 2025 2024 2023
+Added: Noncompete intangible balance, beginning of year $ 61 $ — $ —
+Added: Commonwealth Benefits Group acquisition — 67 —
+Added: Charis Insurance acquisition 191 — —
+Added: Amortization of noncompete intangible ( 51 ) ( 6 ) —
+Added: Noncompete intangible, end of year $ 201 $ 61 $ —
+Added: The following table shows the amortization expense for future periods:
+Added: (In thousands)
+Added: The Corporation performed its annual goodwill impairment assessment as of October 31, 2025, and determined that no impairment existed.
+Added: No goodwill impairment charges were recorded during the years ended December 31, 2025 or 2024.
+Added: MID PENN BANCORP, INC.
Note 7 - Leases
1 unchanged sentence
Operating and finance lease ROU assets, as well as operating lease liabilities, are presented as separate line items on the Consolidated Balance Sheet, while finance lease liabilities are classified as a component of long-term debt.
−Removed: MID PENN BANCORP, INC.
−Removed: Supplemental consolidated balance sheet information for each of the lease classifications as of December 31 was as follows:
+Added: Supplemental consolidated balance sheet information for each lease classification as of December 31 was as follows:
(Dollars in thousands) Operating
Leases Finance
−Removed: Lease Operating
+Added: Leases Operating
Leases Finance
3 unchanged sentences
Weighted-average discount rate 4.13 % 3.81 % 3.68 % 3.81 %
−Removed: Interest expense on finance lease liabilities is included in other interest expense, while all other lease costs are included in occupancy expense on Mid Penn’s Consolidated Statements of Income.
−Removed: Following is a summary of lease costs during the years ended December 31:
+Added: Interest expense on finance lease liabilities is included in other interest expense.
+Added: Operating lease cost and amortization of finance lease ROU assets are included in occupancy expense on Mid Penn’s Consolidated Statements of Income.
+Added: The following table provides a summary of lease costs for the years ended December 31:
(In thousands) 2025 2024 2023
5 unchanged sentences
Sublease income (1)
+Added: — ( 21 ) ( 29 )
Total lease costs $ 3,621 $ 2,599 $ 2,355
−Removed: The rental expense paid to related parties was $ 274 thousand for each of 2024, 2023 and 2022.
+Added: (1) Sublease income relates to excess office space leased to third parties under operating subleases.
+Added: Rental expense paid to related parties totaled $ 185 thousand for the year ended December 31, 2025 and $ 274 thousand for the years ended December 31, 2024 and 2023, respectively.
Supplemental cash flow information related to operating and finance leases for the years ended December 31 was as follows:
5 unchanged sentences
MID PENN BANCORP, INC.
−Removed: A maturity analysis of operating and finance lease liabilities and a reconciliation of the undiscounted cash flows to the total operating and finance lease liability amounts is presented below.
+Added: A maturity analysis of operating and finance lease liabilities, together with a reconciliation of the undiscounted cash flows to the related lease liability balances, is presented below:
December 31, 2025
−Removed: (In thousands) Operating Leases Finance Lease
+Added: (In thousands) Operating Leases Finance Leases
Lease payments due:
3 unchanged sentences
2029 2,291 276
−Removed: 2030 and thereafter 617 2,677
+Added: 2030 1,625 279
+Added: Thereafter 2,795 2,397
Total lease payments 17,149 3,732
1 unchanged sentence
Present value of lease liabilities $ 15,405 $ 2,917
−Removed: The future minimum payments to related parties are $ 185 thousand for 2025, $ 178 thousand for 2026, 2027, 2028 and 2029 and $ 638 thousand thereafter.
−Removed: There were no sale and leaseback transactions or leveraged leases as of December 31, 2024 or 2023.
−Removed: There were no leases that had not commenced as of December 31, 2024.
+Added: Future minimum lease payments to related parties are $ 178 thousand for 2026, 2027, 2028, 2029, $ 181 thousand for 2030 and $ 457 thousand thereafter.
+Added: Certain leases contain renewal options.
+Added: Lease terms include renewal periods when the Corporation is reasonably certain to exercise such options in accordance with ASC 842.
+Added: There were no sale-leaseback transactions or leveraged leases during the years ended December 31, 2025 or 2024.
+Added: MID PENN BANCORP, INC.
Note 8 - Deposits
−Removed: Deposits consisted of the following as of December 31:
−Removed: (Dollars in thousands) 2024 2023
+Added: Deposits consisted of the following as of December 31, 2025 and 2024:
+Added: (Dollars in thousands) December 31, 2025 % of Total Deposits December 31, 2024 % of Total Deposits
Noninterest-bearing demand deposits $ 834,013 16.0 % $ 759,169 16.2 %
5 unchanged sentences
Total deposits $ 5,214,663 100.0 % $ 4,689,927 100.0 %
−Removed: The scheduled maturities of time deposits at December 31, 2024 were as follows:
+Added: The scheduled maturities of time deposits as of December 31, 2025 were as follows:
Time Deposits
7 unchanged sentences
$ 1,176,633 $ 377,964
+Added: Mid Penn had $ 97.5 million of brokered certificates of deposit as of December 31, 2025 and $ 319.8 million as of December 31, 2024.
+Added: As of December 31, 2025 and 2024, Mid Penn had $ 83.2 million an d $ 73.3 million, respectively, of Certificate of Deposit Account Registry ("CDAR") deposits.
+Added: Deposits and other funds from related parties held by Mid Penn amounted to $ 29.3 million and $ 31.8 million as of December 31, 2025 and 2024, respectively.
MID PENN BANCORP, INC.
−Removed: Mid Penn had $ 319.8 million in brokered certificates of deposits as of December 31, 2024 and $ 244.8 million as of December 31, 2023.
−Removed: As of December 31, 2024 and 2023, Mid Penn had $ 83.7 million an d $ 96.7 million of CDAR (Certificate of Deposit Account Registry) deposits, respectively.
−Removed: Deposits and other funds from related parties held by Mid Penn at December 31, 2024 and 2023 amounted to $ 31.8 million and $ 48.3 million, respectively.
Note 9 - Short-term Borrowings
Total short-term borrowings were $ 20.8 million as of December 31, 2025 and $ 2.0 million as of December 31, 2024, respectively.
−Removed: Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than a year.
−Removed: Federal funds purchased from correspondent banks mature in one business day and reprice daily based on the Federal Funds rate.
−Removed: Advances from the FHLB are collateralized by our 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 $ 2.3 billion at December 31, 2024.
−Removed: The Bank had short-term borrowing capacity from the FHLB up to the Bank’s unused borrowing capacity of $ 1.5 billion (equal to $ 1.6 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.
−Removed: The Bank also has unused overnight lines of credit with other correspondent banks amounting to $ 35.0 million at December 31, 2024.
+Added: Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than one year.
+Added: Federal funds purchased from correspondent banks mature in one business day and are repriced daily based on the federal funds rate.
+Added: Advances from the FHLB are collateralized by the Bank's investment in FHLB common stock and by a blanket lien on selected loan receivables, comprised principally of real estate secured loans.
+Added: As of December 31, 2025, the amount of loans pledged totaled $ 2.7 billion.
+Added: As of December 31, 2025, the Bank's unused short-term borrowing capacity with the FHLB totaled $ 1.7 billion (equal to $ 1.9 billion of maximum borrowing capacity less the aggregate amount of FHLB letters of credit securing public funds deposits, and other FHLB advances and obligations outstanding) upon satisfaction of any stock purchase requirements of the FHLB.
+Added: The Bank also maintained unused overnight lines of credit with other correspondent banks totaling $ 35.0 million as of December 31, 2025.
No draws have been made on these lines of credit and on December 31, 2025 and 2024, the balance was $ 0 .
3 unchanged sentences
FHLB fixed rate instruments:
−Removed: Due January 2024, 1.10 %
−Removed: Due March 2024, 5.60 %
Due February 2026, 4.51 %
3 unchanged sentences
Total FHLB fixed rate instruments 20,222 20,540
−Removed: Lease obligations included in long-term debt 3,063 3,197
+Added: Finance lease obligations included in long-term debt 2,917 3,063
Total long-term debt $ 23,139 $ 23,603
3 unchanged sentences
The FHLB fixed rate instruments are secured under the terms of a blanket collateral agreement with the FHLB consisting of FHLB stock and qualifying Mid Penn loan receivables, principally real estate secured loans.
−Removed: Mid Penn 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.
+Added: Mid Penn also obtains letters of credit from the FHLB to secure certain public fund deposits of municipalities and school district customers, which are used as a legally allowable alternative to investment in securities.
These FHLB letter of credit commitments totaled $ 162.5 million and $ 156.0 million as of December 31, 2025 and 2024, respectively.
2 unchanged sentences
The aggregate principal amounts due on FHLB fixed rate instruments subsequent to December 31, 2025, are as follows:
−Removed: MID PENN BANCORP, INC.
(In thousands)
−Removed: Note 11 - Subordinated Debt and Trust Preferred Securities
+Added: 2026 $ 20,220
+Added: MID PENN BANCORP, INC.
+Added: 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").
−Removed: In accordance with purchase accounting principles, the Riverview Notes were assigned a fair value premium of $ 2.3 million.
−Removed: The notes are treated as Tier 2 capital for regulatory reporting purposes.
−Removed: The Riverview Notes were entered into by Riverview on October 6, 2020 with certain qualified institutional buyers and accredited institutional investors.
−Removed: 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.
−Removed: Commencing on that date, the interest rate applicable to the outstanding principal amount due will be reset quarterly to an interest rate per annum equal to the then current three-month secured overnight financing rate ("SOFR") plus 563 bp, payable quarterly until maturity.
−Removed: Mid Penn may redeem the Notes at par, in whole or in part, at its option, anytime beginning on October 15, 2025.
+Added: In accordance with purchase accounting principles, the Riverview Notes were recorded at fair value, including a premium of $ 2.3 million.
+Added: The notes were treated as Tier 2 capital for regulatory reporting purposes.
+Added: The Riverview Notes were issued by Riverview on October 6, 2020 in a private placement to certain qualified institutional buyers and accredited institutional investors.
+Added: The Riverview Notes had a maturity date of October 15, 2030 and initially bore interest at a fixed rate of 5.75 % per annum before converting to a floating rate prior to redemption.
+Added: The Riverview Notes were redeemable beginning October 15, 2025, and Mid Penn redeemed all of the Riverview Notes on such date.
Subordinated Debt Issued December 2020
−Removed: 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.
−Removed: The December 2020 Notes are treated as Tier 2 capital for regulatory capital purposes.
−Removed: The December 2020 Notes bear interest at a rate of 4.50 % 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 December 2020 Notes are floating will at no time be less than 4.50 %.
−Removed: Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31, of each year, beginning on March 31, 2021.
−Removed: 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.
−Removed: Additionally, if (i) all or any portion of the December 2020 Notes cease to be deemed Tier 2 Capital, (ii) interest on the December 2020 Notes fails to be deductible for United States federal income tax purposes or (iii) Mid Penn will be considered an "investment company," Mid Penn may redeem the December 2020 Notes, in whole but not in part, by giving 10 days’ notice to the holders of the December 2020 Notes.
−Removed: In the event of a redemption described in the previous sentence, Mid Penn will redeem the December 2020 Notes at 100 % of the principal amount of the December 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: Holders of the December 2020 Notes may not accelerate the maturity of the December 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary.
−Removed: Related parties held $ 750 thousand of the December 2020 Notes as of December 31, 2024 and 2023.
+Added: On December 22, 2020, Mid Penn issued $ 12.2 million of subordinated notes due December 2030 (the "December 2020 Notes") in a private placement to accredited investors.
+Added: The December 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.
+Added: The December 2020 Notes initially bore interest at a fixed rate of 4.5 % per annum before converting to a floating rate prior to redemption.
+Added: The December 2020 Notes became redeemable beginning December 31, 2025, and Mid Penn redeemed all of the December 2020 Notes on such date.
Subordinated Debt Issued March 2020
−Removed: On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $ 15.0 million aggregate principal amount of Mid Penn Subordinated Notes due March 2030 (the "March 2020 Notes").
−Removed: As a result of Mid Penn’s merger with Riverview on November 30, 2021, $ 6.9 million of the March 2020 Notes balance were redeemed as Riverview was a holder of the March 2020 Notes.
−Removed: The balance of March 2020 Notes outstanding as of December 31, 2023 was $ 8.1 million.
−Removed: The March 2020 Notes held at December 31, 2024 are treated as Tier 2 capital for regulatory capital purposes.
−Removed: The March 2020 Notes bear interest at a rate of 4.00 % 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 %.
−Removed: 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
+Added: On March 20, 2020, Mid Penn issued $ 15.0 million of subordinated notes due March 2030 (the "March 2020 Notes") in a private placement to accredited investors.
+Added: The March 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.
+Added: The March 2020 Notes initially bore interest at a fixed rate of 4.0 % per annum before converting to a floating rate prior to redemption.
+Added: The March 2020 Notes became redeemable on March 30, 2025 and Mid Penn redeemed all of the March 2020 Notes in full on June 30, 2025.
+Added: Outstanding Balance
+Added: As of December 31, 2025, the Company had no subordinated debt outstanding.
MID PENN BANCORP, INC.
−Removed: quarterly in arrears thereafter on March 30, June 30, September 30 and December 30.
−Removed: The March 2020 Notes will mature on March 30, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after March 30, 2025 and prior to March 30, 2030.
−Removed: Additionally, if all or any portion of the March 2020 Notes cease to be deemed Tier 2 Capital, Mid Penn may redeem, on any interest payment date, all or part of the 2020 Notes.
−Removed: In the event of a redemption described in the previous sentence, Mid Penn will redeem the March 2020 Notes at 100 % of the principal amount of the March 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: Holders of the March 2020 Notes may not accelerate the maturity of the March 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary.
−Removed: Related parties held $ 1.7 million of the March 2020 Notes as of December 31, 2024 and 2023.
Note 12 - Derivative Financial Instruments
−Removed: Mid Penn manages its exposure to certain interest rate risks through the use of derivatives;
+Added: Mid Penn manages its exposure to certain interest rate risks through the use of derivative financial instruments;
however, none are entered into for speculative purposes.
−Removed: During the year ended December 31, 2024, Mid Penn entered into outstanding derivative contracts designated as hedges.
+Added: During the year ended December 31, 2025, Mid Penn had 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.
3 unchanged sentences
Forward sales commitments may have also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date.
−Removed: The amount necessary to settle each interest rate lock was based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.
−Removed: During the year ended December 31, 2023, Mid Penn did not participate in mortgage banking derivative activities.
+Added: The amount necessary to settle each interest rate lock was based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the measurement date.
Information related to mortgage banking derivative activity is set forth in the following table:
7 unchanged sentences
Negative Fair Values $ 1,192 $ ( 4 ) $ 1,167 $ ( 6 )
−Removed: For the year ended December 31, 2024, 2023, and 2022, Mid Penn recorded net gains from mortgage banking hedging activity of $ 10 thousand, $ 324 thousand, and $ 1.5 million, respectively.
+Added: For the years ended December 31, 2025, 2024, and 2023, Mid Penn recorded net gains from mortgage banking hedging activity of $ 12 thousand, $ 10 thousand, and $ 324 thousand, respectively.
The following table presents derivative financial instruments and the amount of the net gains or losses recognized within other noninterest income on the Consolidated Statements of Income for the years ended December 31:
3 unchanged sentences
Total $ 11 $ 11
−Removed: MID PENN BANCORP, INC.
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.
−Removed: Mid Penn simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms.
−Removed: 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.
+Added: Mid Penn simultaneously enters into loan-level interest rate swaps with dealer counterparties, with identical notional amounts and terms.
+Added: The net result of the offsetting customer and dealer counterparty swap agreements is that the customer pays a fixed rate of interest, while 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.
−Removed: Information related to loan level swaps is set forth in the following table:
+Added: MID PENN BANCORP, INC.
+Added: Information related to loan-level interest rate swaps is set forth in the following table:
(Dollars in thousands) December 31, 2025 December 31, 2024
−Removed: Interest rate swaps on loans with customers
+Added: Loan-level interest rate swaps on loans with customers
Notional amount $ 287,251 $ 217,150
5 unchanged sentences
(Dollars in thousands) December 31, 2025 December 31, 2024
−Removed: Interest rate swaps on loans with correspondents
+Added: Loan-level interest rate swaps on loans with correspondents
Notional amount $ 287,251 $ 217,150
9 unchanged sentences
To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.
−Removed: During the year ended December 31, 2024, Mid Penn entered into interest rate swaps designated as cash flow hedges to hedge the cash flows associated with existing brokered CDs.
+Added: During the year ended December 31, 2025, Mid Penn had interest rate swaps designated as cash flow hedges to hedge the cash flows associated with existing brokered CDs.
Information related to cash flow hedges is set forth in the following table:
8 unchanged sentences
(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.
−Removed: 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.
+Added: For derivatives designated and qualifying as cash flow hedges of interest rate risk, the unrealized gain or loss 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.
−Removed: During the next twelve months ended December 31, 2025, Mid Penn estimates that an additional $ 1.4 million will be reclassified as a decrease to interest expense.
+Added: During the next twelve months, Mid Penn estimates that an additional $ 223 thousand will be reclassified to interest expense.
MID PENN BANCORP, INC.
Note 13 - Fair Value Measurement
−Removed: The Corporation uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis.
−Removed: 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.
+Added: Mid Penn uses estimates of fair value in applying various accounting standards to its consolidated financial statements on either a recurring or nonrecurring basis.
+Added: Fair value is defined as the price that would be received 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.
4 unchanged sentences
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
−Removed: There were no transfers of assets between fair value Level 1 and Level 2 during the year ended December 31, 2024 or the year ended December 31, 2023.
+Added: There were no transfers of assets between fair value Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2025 and 2024.
The following tables illustrate the assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets:
31 unchanged sentences
The valuation methodologies and assumptions used to estimate the fair value for the items in the preceding tables are as follows:
−Removed: 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.
+Added: 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).
+Added: Matrix pricing is a mathematical technique widely used 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.
−Removed: Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value.
+Added: Loans held-for-sale - This category includes mortgage loans held-for-sale that are measured at fair value on a recurring basis.
Fair values as of December 31, 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.
−Removed: 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.
−Removed: These markets do however have comparable, observable inputs in which an alternative pricing sources values these assets in order to arrive at a fair market value.
+Added: Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as active or liquid as those for more mature Level 1 markets.
+Added: These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets to arrive at a fair market 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.
−Removed: The fair values of the Corporation’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.
−Removed: These characteristics classify interest rate swap agreements as Level 2.
+Added: 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.
+Added: These characteristics classify mortgage banking derivatives as Level 2.
See "Note 12 - Derivative Financial Instruments," for additional information.
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis.
−Removed: 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).
+Added: These instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, upon acquisition or when there is evidence of impairment).
The following table illustrates financial instruments measured at fair value on a nonrecurring basis:
9 unchanged sentences
All of Mid Penn’s individually evaluated loans for 2025 and 2024, whether reporting a specific allowance allocation or not, are considered collateral-dependent.
−Removed: 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.
+Added: Mid Penn utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes 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.
22 unchanged sentences
Appraisal adjustments 26 % - 26 % 26.0 %
−Removed: The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn’s financial instruments as of:
+Added: The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn’s financial instruments:
December 31, 2025
17 unchanged sentences
20,222 — 20,223 — 20,223
−Removed: Subordinated debt 45,741 — 42,811 — 42,811
Accrued interest payable 10,942 10,942 — — 10,942
18 unchanged sentences
Deposits $ 4,689,927 $ — $ 4,684,548 $ — $ 4,684,548
−Removed: Short-term debt 241,532 — 241,532 — 241,532
+Added: Short-term borrowings 2,000 — 2,000 — 2,000
Long-term debt (1)
5 unchanged sentences
The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of December 31, 2025 and 2024.
+Added: MID PENN BANCORP, INC.
Note 14 - Postretirement Benefit Plans
−Removed: Mid Penn has an unfunded noncontributory defined benefit plan for directors, which provides defined benefits based on the respective director’s years of service, as well as a postretirement healthcare and life insurance benefit plan, which is noncontributory, covering certain full-time employees.
+Added: Mid Penn has a postretirement healthcare and life insurance benefit plan, which is noncontributory, covering certain full-time employees.
Mid Penn also assumed noncontributory defined benefit pension plans as a result of the acquisitions of Scottdale on January 8, 2018 and Riverview on November 30, 2021.
4 unchanged sentences
Life Insurance - Full-time employees who had at least ten years of service as of January 1, 2008 and retire with the Bank after age 55 and at least 20 years of service are eligible for term life insurance coverage.
−Removed: The insurance amount will be $ 50 thousand until age 65.
−Removed: After age 65, the insurance amount will decrease by $ 5 thousand per year until age 74.
−Removed: MID PENN BANCORP, INC.
−Removed: the insurance amount will be $ 5 thousand.
−Removed: The payment of the life insurance premium by the Corporation shall terminate at any time if the retired employee obtains other employment.
+Added: The insurance amount is $ 50 thousand until age 65, and decreases by $ 5 thousand per year until age 74.
+Added: Thereafter, the insurance amount will be $ 5 thousand.
+Added: The Corporation's obligation to pay life insurance premiums terminates if the retired employee obtains other employment.
Health Benefit Plan - Full-time employees who had at least 10 years of service as of January 1, 2008 and who retire at age 55 or later, after completion of at least 20 years of service, are eligible for medical benefits.
−Removed: Medical benefits are provided for up to five years after retirement.
+Added: Medical benefits may be provided for up to five years after retirement.
Employees who retired prior to December 31, 2015 may elect the least expensive single coverage in the employer’s group medical plan.
−Removed: If the retiree becomes eligible for Medicare during the five year duration of coverage, the Bank will pay, at its discretion, premiums for single 65-special coverage or similar supplemental coverage.
−Removed: For those employees who retired between September 18, 2015 and December 31, 2015, the Bank will only pay up to $ 5 thousand towards such medical coverage.
+Added: If the retiree becomes eligible for Medicare during the five year duration of coverage, the Bank may, at its discretion, pay premiums for Medicare supplemental or similar coverage.
+Added: For employees who retired between September 18, 2015 and December 31, 2015, the Bank may pay up to $ 5 thousand toward postretirement medical coverage.
Employees who retired after December 31, 2015 may not participate in the employer’s group medical plan.
−Removed: Instead, the Bank will reimburse the retiree for up to $ 5 thousand (grossed up by 36.79 % as of December 31, 2024) in medical costs.
−Removed: The reimbursement shall terminate at any time during the five-year period if the retired employee obtains other employment or the retired employee dies.
−Removed: The following tables provide a reconciliation of the changes in the plan’s health and life insurance benefit obligations and fair value of plan assets for the years ended December 31, 2024 and 2023, and a statement of the funded status at December 31, 2024 and 2023.
+Added: Instead, the Bank may reimburse the retiree for up to $ 5 thousand (grossed up by 36.79 % as of December 31, 2025) in medical costs.
+Added: Reimbursement terminates at any time during the five-year period if the retired employee obtains other employment or the retired employee dies.
+Added: MID PENN BANCORP, INC.
+Added: The following tables present a reconciliation of the changes in the plan’s health and life insurance benefit obligations and fair value of plan assets for the years ended December 31, 2025 and 2024, and a statement of the funded status as of December 31, 2025 and 2024.
(In thousands) December 31,
15 unchanged sentences
Employees who had achieved ten years of service as of January 1, 2008 and subsequently retire after at least 20 years of service are eligible for reimbursement of major medical insurance premiums up to $ 5 thousand if the employee has not yet reached age 65.
−Removed: Upon becoming eligible for Medicare, Mid Penn will reimburse up to $ 5 thousand in premiums for Medicare Advantage or a similar supplemental coverage.
−Removed: The maximum reimbursement period will not exceed five years regardless of retirement age and will end upon the participant obtaining other employment or the participant’s death.
−Removed: The amount recognized in other liabilities on the Consolidated Balance Sheets at December 31, is as follows:
+Added: Upon becoming eligible for Medicare, Mid Penn may reimburse up to $ 5 thousand for Medicare Advantage or similar supplemental coverage.
+Added: The maximum reimbursement period will not exceed five years , regardless of retirement age, and will end upon the participant obtaining other employment or death.
+Added: The amount recognized in other liabilities on the Consolidated Balance Sheets as of December 31, is as follows:
(In thousands) 2025 2024
Accrued benefit liability $ 224 $ 226
−Removed: MID PENN BANCORP, INC.
The amounts recognized in accumulated other comprehensive income as of December 31 consist of:
(In thousands) 2025 2024
−Removed: Net (gain) loss, pretax $ ( 65 ) $ ( 38 )
+Added: Net gain, pretax $ ( 51 ) $ ( 65 )
Net prior service cost, pretax — —
−Removed: The accumulated benefit obligation for health and life insurance plans was $ 226 thousand and $ 271 thousand at December 31, 2024 and 2023, respectively.
−Removed: The components of net periodic postretirement benefit (income) cost for 2024, 2023 and 2022 are as follows:
+Added: The accumulated benefit obligation for health and life insurance plans was $ 224 thousand and $ 226 thousand as of December 31, 2025 and 2024, respectively.
+Added: MID PENN BANCORP, INC.
+Added: The components of net periodic postretirement benefit cost for 2025, 2024 and 2023 are as follows:
(In thousands) 2025 2024 2023
2 unchanged sentences
Amortization of prior service cost — — 10
−Removed: Amortization of net (gain) / loss ( 7 ) ( 2 ) 2
−Removed: Net periodic postretirement benefit income $ 5 $ 22 $ ( 12 )
−Removed: Assumptions used in the measurement of Mid Penn’s benefit obligations at December 31 are as follows:
+Added: Amortization of net gain ( 8 ) ( 7 ) ( 2 )
+Added: Net periodic postretirement benefit cost $ 4 $ 5 $ 22
+Added: Weighted-average assumptions used in the measurement of Mid Penn's benefit obligations as of December 31 are as follows:
Weighted-average assumptions:
1 unchanged sentence
Rate of compensation increase — —
−Removed: Assumptions used in the measurement of Mid Penn’s net periodic benefit cost for the years ended December 31 are as follows:
+Added: Weighted-average assumptions used in the measurement of Mid Penn’s net periodic benefit cost for the years ended December 31 are as follows:
Weighted-average assumptions:
2 unchanged sentences
Rate of compensation increase — — —
−Removed: Assumed health care cost trend rates at December 31 are as follows:
+Added: Assumed health care cost trend rates as of December 31 are as follows:
2025 2024 2023
5 unchanged sentences
MID PENN BANCORP, INC.
−Removed: Directors’ Retirement Plan - Mid Penn has an unfunded defined benefit retirement plan ("Director's Plan") for directors with benefits based on years of service.
+Added: Directors’ Retirement Plan - Mid Penn had an unfunded defined benefit retirement plan ("Director's Plan") for directors with benefits based on years of service.
On October 1, 2023, the Bank decided to terminate the Plan and pay out any benefits to participants in a lump sum cash payout of $ 1.3 million, which was paid out on October 1, 2024.
−Removed: The following tables provide a reconciliation of the changes in the Director's Plan benefit obligations and fair value of plan assets for the years ended December 31, 2024 and 2023, and a statement of the status at December 31, 2024 and 2023.
−Removed: This Plan is unfunded.
+Added: The following tables provide a reconciliation of the changes in the Director's Plan benefit obligations and fair value of plan assets for the years ended December 31, 2025 and 2024, and a statement of the status as of December 31, 2025 and 2024.
+Added: This Plan was unfunded.
(In thousands) December 31,
13 unchanged sentences
Funded status at year end $ — $ —
−Removed: Amounts recognized in other liabilities on the Consolidated Balance Sheet at December 31 are as follows:
+Added: Amounts recognized in other liabilities on the Consolidated Balance Sheet as of December 31 are as follows:
(In thousands) 2025 2024
4 unchanged sentences
Net loss, pretax — —
−Removed: The accumulated benefit obligation for the retirement plan was zero at December 31, 2024 and $ 1.3 million at December 31, 2023.
+Added: The accumulated benefit obligation for the retirement plan was zero as of December 31, 2025 and 2024, respectively.
The components of net periodic retirement cost for 2025, 2024 and 2023 are as follows:
5 unchanged sentences
MID PENN BANCORP, INC.
−Removed: Assumptions used in the measurement of Mid Penn’s benefit obligations at December 31 are as follows:
+Added: Weighted-average assumptions used in the measurement of Mid Penn’s benefit obligations as of December 31 are as follows:
Weighted-average assumptions:
1 unchanged sentence
Change in consumer price index — —
−Removed: Assumptions used in the measurement of Mid Penn’s net periodic benefit cost for the years ended December 31 are as follows:
+Added: Weighted-average assumptions used in the measurement of Mid Penn’s net periodic benefit cost for the years ended December 31 are as follows:
Weighted-average assumptions:
3 unchanged sentences
The Bank is the owner and beneficiary of insurance policies on the lives of certain officers and directors, which informally fund the retirement plan obligation.
−Removed: The aggregate cash surrender value of these policies was $ 4.3 million and $ 4.2 million at December 31, 2024 and 2023, respectively.
+Added: The aggregate cash surrender value of these policies was $ 4.0 million and $ 4.3 million as of December 31, 2025 and 2024, respectively.
Scottdale Defined Benefit Pension Plan - As a result of the acquisition of Scottdale on January 8, 2018, Mid Penn has assumed a noncontributory defined benefit pension plan ("Scottdale Plan") covering certain former employees of Scottdale.
−Removed: After the acquisition, Mid Penn does not allow for any further participants to join the Plan.
+Added: After the acquisition, Mid Penn did not allow for any further participants to join the Plan.
Mid Penn’s policy is to fund pension benefits as accrued.
2 unchanged sentences
The valuation of the plan’s assets is subject to market fluctuations.
+Added: For the year ended December 31, 2025, Mid Penn recognized $ 192 thousand of settlement gains.
For the year ended December 31, 2024, Mid Penn recognized no settlement gains.
−Removed: For the year ended December 31, 2023, Mid Penn recognized $ 322 thousand of settlement gains, as a result of certain lump sum payouts to participants of the Scottdale Plan.
The settlement gains were recorded in noninterest income as a component of other income in the Consolidated Statements of Income for the year ended December 31, 2025.
MID PENN BANCORP, INC.
−Removed: The following tables provide a reconciliation of the changes in the Scottdale Plan’s benefit obligations and fair value of plan assets for the year ended December 31, 2024 and 2023, and a statement of the status at December 31, 2024 and 2023:
+Added: The following tables provide a reconciliation of the changes in the Scottdale Plan’s benefit obligations and fair value of plan assets for the year ended December 31, 2025 and 2024, and a statement of the status as of December 31, 2025 and 2024:
(In thousands) December 31,
3 unchanged sentences
Interest cost 136 130
−Removed: Settlement (gain) loss — ( 4 )
−Removed: Actuarial (gain) / loss ( 97 ) 168
+Added: Settlement loss 4 —
+Added: Actuarial gain ( 35 ) ( 97 )
Settlement payments ( 493 ) —
10 unchanged sentences
Funded status at year end $ 1,316 $ 1,050
−Removed: Amounts recognized on the Consolidated Balance Sheets at December 31 are as follows:
+Added: Amounts recognized on the Consolidated Balance Sheets as of December 31 are as follows:
(In thousands) 2025 2024
3 unchanged sentences
Unrecognized actuarial gain $ 813 $ 798
−Removed: The accumulated benefit obligation for the retirement plan was $ 2.5 million and $ 2.7 million at December 31, 2024 and 2023, respectively.
+Added: The accumulated benefit obligation for the retirement plan was $ 2.1 million and $ 2.5 million as of December 31, 2025 and 2024, respectively.
The components of net periodic retirement cost for December 31 are as follows:
6 unchanged sentences
MID PENN BANCORP, INC.
−Removed: Assumptions used in the measurement of Mid Penn’s benefit obligations and net periodic pension costs at December 31 are as follows:
+Added: Weighted-average assumptions used in the measurement of Mid Penn’s benefit obligations and net periodic pension costs as of December 31 are as follows:
Weighted-average assumptions:
+Added: 2025 2024 2023
Discount rate 5.50 % 5.50 % 5.00 %
18 unchanged sentences
2031-2035 840
−Removed: Riverview Defined Benefit Plan - As a result of the Riverview Acquisition on November 30, 2021, Mid Penn has assumed noncontributory defined benefit pension plans ("Riverview Plans") covering certain former employees of Riverview (or its predecessor-in-interest) as follows:
+Added: Riverview Defined Benefit Plan - As a result of the Riverview Acquisition on November 30, 2021, Mid Penn assumed noncontributory defined benefit pension plans ("Riverview Plans") covering certain former employees of Riverview (or its predecessor-in-interest) as follows:
Pursuant to the consolidation with Union Bancorp, Inc.
6 unchanged sentences
Citizens elected to freeze all benefits earned under the plan effective January 1, 2013.
−Removed: As a result of a merger effective October 1, 2017, Riverview assumed responsibility of CBT Financial Corp’s ("CBT") postretirement benefits plan, which is an unfunded postretirement benefit plan covering health insurance costs and post-retirement life insurance benefits for certain retirees.
+Added: As a result of a merger effective October 1, 2017, Riverview assumed responsibility of CBT Financial Corp’s ("CBT") postretirement benefit plan, which is an unfunded postretirement benefit plan covering health insurance costs and post-retirement life insurance benefits for certain retirees.
Subsequent to the Riverview Acquisition, Mid Penn disallowed any further participants to join the Riverview Plans.
2 unchanged sentences
The valuation of the Riverview Plans’ assets is subject to market fluctuations.
−Removed: The following tables provide a reconciliation of the changes in the Riverview Plans' benefit obligations and fair value of plan assets for year ended December 31, 2024, and a statement of the status at December 31, 2024 and 2023.
+Added: The following tables provide a reconciliation of the changes in the Riverview Plans' benefit obligations and fair value of plan assets for year ended December 31, 2025, and a statement of the status as of December 31:
(In thousands)
2 unchanged sentences
Interest cost 302 299
−Removed: Actuarial (Loss)/gain ( 483 ) 228
+Added: Actuarial loss ( 8 ) ( 483 )
Benefit payments ( 508 ) ( 518 )
25 unchanged sentences
Net periodic postretirement benefit $ — $ — $ —
−Removed: The accumulated benefit obligation was $ 5.7 million and $ 6.4 million at December 31, 2024 and 2023, respectively, for the Riverview Plans.
−Removed: Weighted average assumptions used in the measurement of Mid Penn’s benefit obligations and net periodic pension costs at December 31, 2024 and 2023 are as follows:
+Added: The accumulated benefit obligation was $ 5.5 million and $ 5.7 million as of December 31, 2025 and 2024, respectively, for the Riverview Plans.
+Added: Weighted-average assumptions used in the measurement of Mid Penn’s benefit obligations and net periodic pension costs as of December 31, 2025 and 2024 are as follows:
Pension Benefits Postretirement
8 unchanged sentences
Analysis of the historic returns on these asset classes and projections of expected future returns were considered in setting the long-term rate of return.
−Removed: The benefit offered under the postretirement benefits plan is fixed;
+Added: The benefit offered under the postretirement benefit plan is fixed;
therefore, the accumulated postretirement benefit obligation is not impacted by health care cost trends or the rate of compensation increase.
1 unchanged sentence
The following table presents a summary of the Riverview Plan’s assets at fair value and the weighted-average asset allocations by investment category as of December 31:
−Removed: Estimated Fair Value Percentage of Total Assets Estimated Fair Value Percentage of Total Assets
+Added: (Dollars in thousands) Estimated Fair Value Percentage of Total Assets Estimated Fair Value Percentage of Total Assets
Weighted-average asset allocations:
5 unchanged sentences
The valuation used is based on quoted market prices provided by an independent third party.
−Removed: The fair values of mutual fund investments are considered Level 1 assess in the fair value hierarchy and the collective trusts equity are considered Level 2 assets.
+Added: The fair values of mutual fund investments are considered Level 1 assets in the fair value hierarchy and the collective trusts equity are considered Level 2 assets.
The following table shows the estimated benefit payments for future periods:
3 unchanged sentences
2031-2035 2,154 9
+Added: MID PENN BANCORP, INC.
Note 15 - Other Benefit Plans
−Removed: Mid Penn maintains several benefit plans for both current and former employees of the Corporation.
−Removed: Liabilities related to the plans are recorded in other liabilities on the balance sheet, and aggregate cash surrender values assets related to the life insurance plans are recorded in the cash surrender value of life insurance line item on the balance sheet.
+Added: Mid Penn maintains several benefit plans for current and former employees of the Corporation.
+Added: Liabilities related to the plans are recorded in other liabilities on the Consolidated Balance Sheet, and the aggregate cash surrender values associated with life insurance plans are recorded in the cash surrender value of life insurance line item on the Consolidated Balance Sheet.
Significant aspects of the plans are detailed below.
−Removed: Defined-Contribution 401(k) Plan - The Bank has a 401(k) plan that covers substantially all employees.
−Removed: The plan allows employees to contribute a portion of their salaries and wages to the plan and provides for Mid Penn to match a portion of employee-elected salary deferrals, subject to certain percentage maximums of their salaries and wages.
−Removed: The Corporation’s contribution to the 401(k) Plan was $ 1.8 million, $ 1.7 million, and $ 1.4 million for the years ending December 31, 2024, 2023, and 2022, respectively and is included as a component of salaries and benefits expense in the Consolidated Statements of Income.
−Removed: The plan also includes a funded contributory profit sharing provision for substantially all employees which is funded annually when applicable.
−Removed: The Corporation did not make a profit sharing contribution to the plan in 2024, 2023, or 2022.
−Removed: Deferred Compensation Plan - Mid Penn has a directors’ deferred compensation plan, which allows directors to defer receipt of director fees for a specified period in order to provide future retirement income.
−Removed: At December 31, 2024 and 2023, the Corporation accrued a liability of $ 2.6 million and $ 2.4 million, respectively, for this plan.
−Removed: The expense related to the plan was $ 159 thousand, $ 127 thousand and $ 64 thousand in 2024, 2023 and 2022, respectively, and is included as a component of other expense in the Consolidated Statements of Income.
−Removed: Supplemental Executive Retirement Plan - On September 6, 2022, Mid Penn entered into new or amended and restated supplemental executive retirement plan agreements ("SERPs") with six named executive officers and three other members of the Bank’s executive management team.
−Removed: Each SERP provides for the monthly payment of a fixed cash benefit over a
+Added: Defined-Contribution 401(k) Plan - The Bank sponsors a 401(k) plan that covers substantially all employees.
+Added: The plan allows employees to defer a portion of their salaries and wages and provides for employer matching contributions, subject to certain percentage limits.
+Added: The Corporation’s matching contributions to the 401(k) Plan totaled $ 2.1 million, $ 1.8 million, and $ 1.7 million for the years ended December 31, 2025, 2024, and 2023, respectively and are included as a component of salaries and benefits expense in the Consolidated Statements of Income.
+Added: The plan also includes a funded contributory profit-sharing provision when applicable.
+Added: The Corporation did not make profit-sharing contributions in 2025, 2024, or 2023.
+Added: Deferred Compensation Plan - Mid Penn sponsors a directors’ deferred compensation plan that allows directors to defer receipt of director fees for a specified period to provide future retirement income.
+Added: The Corporation recorded accrued liabilities of $ 2.8 million and $ 2.6 million as of December 31, 2025 and 2024, respectively.
+Added: Deferred compensation expense totaled $ 171 thousand, $ 159 thousand and $ 127 thousand for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in other expense in the Consolidated Statements of Income.
+Added: As part of the acquisition of William Penn, the Company assumed nonqualified deferred compensation plan obligations covering four participants.
+Added: The balance related to the acquired plans was approximately $ 1.0 million as of December 31, 2025 and is included in deferred compensation liabilities within other liabilities on the Consolidated Balance Sheets.
+Added: Supplemental Executive Retirement Plan - The Corporation maintains supplemental executive retirement plan agreements ("SERPs") with certain executive officers and members of executive management.
+Added: These agreements provide for the monthly payment of a fixed cash benefit over a period of 15 years, commencing on the first day of the month following the executive's separation from service due to:
+Added: (i) normal retirement age (generally age 70 ), (ii) disability, (iii) death, or (iv) a qualifying change in control of the Bank.
+Added: In 2025, the Corporation amended certain existing SERP agreements and entered into an additional SERP agreement with its Chief Executive Officer.
+Added: Benefits vest over a term of four to ten years , with a portion of benefits having previously vested for several of the participants.
+Added: Any unvested portion of the benefit becomes fully vested upon a change in control of the Bank.
+Added: The accrued liability for the supplemental retirement plans totaled $ 4.2 million and $ 3.2 million as of December 31, 2025 and 2024, respectively.
+Added: Expense related to the SERPs totaled $ 979 thousand, $ 739 thousand and $ 792 thousand for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in salaries and benefits expense in the Consolidated Statements of Income.
+Added: In connection with the William Penn Acquisition, the Company also assumed supplemental retirement plan obligations covering three participants.
+Added: The balance related to the acquired plans was approximately $ 315 thousand as of December 31, 2025 and is included in other liabilities on the Consolidated Balance Sheets.
+Added: Split Dollar Life Insurance Arrangements - As of December 31, 2025 and 2024, the Bank maintained split dollar life insurance arrangements with certain current and former employees and executives.
+Added: The aggregate collateral assignment and cash surrender values of these arrangements were approximately $ 1.4 million as of December 31, 2025 and 2024, respectively.
+Added: Mid Penn acquired Phoenix’s split dollar life insurance arrangements in 2015, which had aggregate cash surrender values of $ 4.6 million and $ 4.5 million as of December 31, 2025 and 2024, respectively.
+Added: In 2018, Mid Penn acquired First Priority’s split dollar life insurance arrangements, with aggregate cash surrender values of $ 3.8 million as of December 31,
MID PENN BANCORP, INC.
−Removed: period of 15 years, commencing on the first day of the month following the Executive’s separation from service:
−Removed: (i) occurring on or after reaching normal retirement age (age 70 );
−Removed: (ii) due to disability;
−Removed: (iii) due to death;
−Removed: or (iv) within two years following a change in control of the Bank.
−Removed: The annual benefit vests over a term of four to ten years , with a portion of the annual benefit having previously vested for several of the participants.
−Removed: Any unvested portion of the benefit fully vests upon a change in control of the Bank.
−Removed: The accrued liability for the supplemental retirement plans was $ 3.2 million and $ 2.5 million at December 31, 2024 and 2023, respectively.
−Removed: The expense related to the plan was $ 739 thousand, $ 792 thousand and $ 609 thousand in 2024, 2023 and 2022, respectively and is included as a component of salaries and benefits expense in the Consolidated Statements of Income.
−Removed: Split Dollar Life Insurance Arrangements - At December 31, 2024 and 2023, the Bank had Split Dollar Life Insurance arrangements with two former executives for which the aggregate collateral assignment and cash surrender values are approximately $ 1.4 million for December 31, 2024 and 2023.
−Removed: Mid Penn acquired Phoenix’s Split Dollar Life Insurance arrangements in 2015 on select employees, which had aggregate cash surrender values of $ 4.5 million and $ 4.4 million at December 31, 2024 and 2023.
−Removed: Mid Penn acquired First Priority’s Split Dollar Life Insurance arrangements in 2018 on select employees, which had aggregate cash surrender values of $ 3.8 million and $ 3.7 million at December 31, 2024 and 2023.
−Removed: Mid Penn acquired Riverview’s Split Dollar Life Insurance arrangements in 2021 on select employees, which had aggregate cash surrender values of $ 1.4 million and $ 2.0 million at December 31, 2024 and 2023.
−Removed: Rabbi Trust - As a result of the acquisition of Riverview, Mid Penn assumed certain benefit plan liabilities related to compensation arrangements within other liabilities on the Consolidated Balance Sheets, including certain executive non-qualified retirement benefits, deferred compensation plans, and executive employment and separation agreements associated with Riverview.
+Added: 2025 and 2024, respectively.
+Added: In 2021, Mid Penn acquired Riverview’s split dollar life insurance arrangements, which had aggregate cash surrender values of $ 1.4 million as of December 31, 2025 and 2024, respectively.
+Added: Rabbi Trust - As a result of the Riverview acquisition, Mid Penn assumed certain benefit plan liabilities related to executive nonqualified retirement benefits, deferred compensation plans, and separation agreements, which are included in other liabilities on the Consolidated Balance Sheets.
+Added: These obligations are funded through a Rabbi Trust, which provides a source of funds for satisfying the related compensation obligations.
+Added: Cash balances held in the Rabbi Trust are included in other assets on the Consolidated Balance Sheets and totaled $ 2.5 million and $ 2.7 million as of December 31, 2025 and 2024, respectively.
The details of the compensation arrangements for the years ended December 31 include:
4 unchanged sentences
Total compensation agreements $ 2,043 $ 2,347
−Removed: The obligations are fully funded through a Rabbi Trust having a cash balance of $ 2.7 million and $ 2.9 million within other assets on the Consolidated Balance Sheets as of December 31, 2024 and 2023 to provide a source of funds in satisfying the obligations under the respective compensation arrangements.
MID PENN BANCORP, INC.
Note 16 - Income Taxes
−Removed: Significant components of the Corporation’s net deferred tax asset at December 31, 2024 and 2023 are shown below.
+Added: Mid Penn accounts for income taxes in accordance with ASC 740, Income Taxes.
+Added: Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.
+Added: In 2025, Mid Penn adopted ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures.
+Added: The adoption impacted the Corporation's income tax disclosures but did not have a material impact on its consolidated financial position, results of operations, or cash flows.
+Added: Significant components of the Corporation’s net deferred tax asset as of December 31, 2025 and 2024 are shown below.
(In thousands) 2025 2024
10 unchanged sentences
Riverview AMT credits 547 621
−Removed: Equity Comp 249 256
+Added: Equity compensation 776 249
Riverview subordinated debt fair value adjustment — 139
Software renewal costs 194 222
−Removed: Unfunded and loan basis adjustments 491 635
+Added: Unfunded commitments and loan basis adjustments 609 491
Investments in flow-through entities 203 517
Other 276 482
−Removed: 26,544 28,409
+Added: Total deferred tax assets $ 26,515 $ 26,544
Deferred tax liabilities:
5 unchanged sentences
Interest rate swaps — ( 421 )
−Removed: ( 3,797 ) ( 4,263 )
+Added: Total deferred tax liabilities ( 5,099 ) ( 3,797 )
Deferred tax asset, net $ 21,416 $ 22,747
2 unchanged sentences
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and prudent, feasible and permissible as well as available tax planning strategies in making this assessment.
−Removed: At December 31, 2024, based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that Mid Penn will realize the benefits of these deferred tax assets and has no valuation allowances recorded against any components of its deferred tax asset, including the carryforward balances related to net operating losses ("NOL"), Section 1231 losses, and charitable contribution carryforwards.
−Removed: At December 31, 2024, Mid Penn had NOL carryforwards of $ 2.4 million resulting from the November 30, 2021 acquisition of Riverview.
−Removed: These NOLs were assumed by Riverview in a previous acquisition and were generated during the tax years ended December 31, 2013, 2014, and 2015 and begin to expire in 2032.
−Removed: The Coronavirus Aid, Relief, and Economic Security ("CARES") Act, signed into law on March 27, 2020 to mitigate the economic effects of COVID-19, implemented a five-year carryback period for NOLs generated in tax years beginning in 2018, 2019, or 2020.
−Removed: As a result of this CARES Act provision, during the year ended December 31, 2023, Mid Penn filed the required federal tax returns to
+Added: As of December 31, 2025, based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that Mid Penn will realize the benefits of these deferred tax assets and has no valuation allowances recorded against any components of its
MID PENN BANCORP, INC.
−Removed: carryback NOLs to the 2017 tax year, comprised of (i) $ 1.2 million of NOLs generated in 2018 and acquired from Scottdale, and (ii) $ 1.2 million of NOLs generated in 2018 and acquired from First Priority.
−Removed: The carryback of these NOLs to the 2017 tax year when the tax rate was 34 % (versus 21 % in 2018) generated a federal tax benefit of $ 318 thousand recorded in the provision for income taxes on the Consolidated Statements of Income for the year ended December 31, 2020.
−Removed: The remaining NOL balance of $ 119 thousand at December 31, 2021 was generated in the 2012 tax year, was acquired from First Priority, and expires in 2032.
−Removed: Mid Penn is limited to a deduction of the lesser of the available NOL carryforward or 80% of pre-NOL taxable income in a single tax year as set forth in the Tax Cuts and Jobs Act ("TCJA").
−Removed: Mid Penn had no charitable contribution carryforwards at December 31, 2024 and December 31, 2023, while at December 31, 2022, Mid Penn had $ 43 thousand charitable contribution carryforwards which were acquired from Riverview.
+Added: deferred tax asset, including the carryforward balances related to net operating losses ("NOL"), Section 1231 losses, and charitable contribution carryforwards.
+Added: As of December 31, 2025, Mid Penn had NOL carryforwards of $ 3.2 million, which were acquired in prior business combinations and are set to expire in 2032.
+Added: Utilization of these NOLs is subject to limitations under the Tax Cuts and Jobs Act ("TCJA"), which generally limits the deduction to 80% of taxable income computed without regard to the NOL deduction, as well as limitations under Internal Revenue Code Section 382.
+Added: Mid Penn had no charitable contribution carryforwards as of December 31, 2025 and December 31, 2024.
During the years ended December 31, 2025, 2024 and 2023, Mid Penn generated sufficient taxable income to utilize all charitable contribution carryforwards.
Mid Penn expects to generate sufficient taxable income to utilize all charitable contribution carryforwards in the future.
−Removed: Acquired Section 1231 losses totaling $ 314 thousand were recorded as a result of filing the final First Priority return in 2019 and expired in 2022.
The annual usage of acquired NOL, charitable contribution carryforwards, and Section 1231 losses is limited by Internal Revenue Service ("IRS") Section 382 regulations.
These limitations are calculated separately for each acquisition as the federal long-term tax-exempt rate at the date of acquisition multiplied by the valuation of the selling company as calculated in accordance with GAAP.
−Removed: As a result, the usage of acquired NOLs, charitable contribution carryforwards, AMT carryforwards, and Section 1231 losses to offset taxable income related to the Riverview Acquisition is limited to $ 2.0 million per year and $ 1.9 million per year for the First Priority Acquisition.
−Removed: All contribution carryforwards related to the Scottdale Acquisition were utilized as of December 31, 2022.
+Added: As a result, the usage of acquired NOLs, charitable contribution carryforwards, AMT carryforwards, and Section 1231 losses to offset taxable income related to the Riverview Acquisition is limited to $ 2.0 million per year.
+Added: Mid Penn and its subsidiaries are subject to U.S.
+Added: federal income tax and income tax for the states of Pennsylvania, New Jersey, Florida, and Maryland.
+Added: These jurisdictions represent the primary states comprising the majority of the Company's state and local income tax expense.
+Added: With limited exceptions, Mid Penn is no longer subject to examination by taxing authorities for years before 2017.
The provision for income taxes consists of the following:
9 unchanged sentences
Total provision for income taxes $ 16,122 $ 10,595 $ 7,297
−Removed: A reconciliation of the federal income tax provision at the statutory rate of 21% for 2024, 2023 and 2022 to Mid Penn's actual federal income tax provision at its effective rate is as follows:
+Added: MID PENN BANCORP, INC.
+Added: A reconciliation of the federal income tax provision at the statutory rate of 21% to Mid Penn's actual federal income tax provision at its effective rate is as follows:
(In thousands) 2025 2024 2023
6 unchanged sentences
Nondeductible interest 128 0.2 150 0.2 108 0.2
+Added: Executive compensation 581 0.8 — — — —
+Added: Equity compensation 242 0.3 — — — —
Other items 338 0.5 358 0.6 ( 375 ) ( 0.8 )
Provision for income taxes $ 16,122 22.3 % $ 10,595 17.6 % $ 7,297 16.3 %
−Removed: MID PENN BANCORP, INC.
−Removed: Mid Penn has no unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.
+Added: Mid Penn has no unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate.
Mid Penn does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
No amounts for interest and penalties were recorded in income tax expense in the Consolidated Statement of Income for the years ended December 31, 2025, 2024, or 2023.
−Removed: There were no amounts accrued for interest and penalties at December 31, 2024 or 2023.
−Removed: Mid Penn and its subsidiaries are subject to U.S.
−Removed: federal income tax and income tax for the states of Pennsylvania, New Jersey, and Maryland.
−Removed: With limited exceptions, Mid Penn is no longer subject to examination by taxing authorities for years before 2017.
+Added: There were no amounts accrued for interest and penalties as of December 31, 2025 or 2024.
+Added: Mid Penn paid the following income taxes, net of refunds, during the year ended December 31, 2025:
+Added: (In thousands) 2025
+Added: Federal $ 5,350
+Added: New Jersey 395
+Added: Other states 7
+Added: Total state 402
+Added: Total Income Taxes Paid $ 5,752
+Added: MID PENN BANCORP, INC.
Note 17 - Regulatory Matters
−Removed: The Corporation and the Bank are subject to regulatory capital requirements administered by banking regulators.
+Added: Mid Penn and the Bank are subject to regulatory capital requirements administered by banking regulators.
Failure to meet minimum capital requirements can trigger certain mandatory and, possibly, additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements.
1 unchanged sentence
The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
−Removed: As of December 31, 2024 and 2023, the Corporation and the Bank met all capital adequacy requirements and the Bank was considered "well-capitalized".
+Added: As of December 31, 2025 and 2024, the Corporation and the Bank met all applicable capital adequacy requirements, and the Bank was considered "well-capitalized" under applicable regulatory standards.
However, future changes in regulations could increase capital requirements and may have an adverse effect on capital resources.
7 unchanged sentences
The Basel III Rules use a standardized approach for risk weightings.
−Removed: The rules provide that the failure to maintain the "capital conservation buffer" results in restrictions on capital distributions and discretionary cash bonus payments to executive officers.
+Added: Failure to maintain the "capital conservation buffer" results in restrictions on capital distributions and certain discretionary bonus payments to executive officers.
As a result, under the Basel III Rules, if the Bank fails to maintain the required minimum capital conservation buffer, the Corporation will be subject to limits, and possibly prohibitions, on its ability to obtain capital distributions from the Bank.
2 unchanged sentences
The amount of dividends that may be paid from the Bank to the Corporation in any calendar year is limited to the Bank’s current year’s net profits, combined with the retained net profits of the preceding two years.
−Removed: For the year ended December 31, 2024, $ 39.5 million of undistributed earnings of the Bank, included in the consolidated shareholders’ equity balance, was available for distribution to the Corporation as dividends without prior regulatory approval, subject to regulatory capital requirements below.
+Added: For the year ended December 31, 2025, $ 74.2 million of undistributed earnings of the Bank, included in the consolidated shareholders’ equity balance, was available for distribution to the Corporation in the form of dividends without prior regulatory approval, subject to regulatory capital requirements below.
MID PENN BANCORP, INC.
25 unchanged sentences
Total Capital (to Risk-Weighted Assets) 533,458 11.9 470,183 10.5 $ 447,794 10.0
+Added: MID PENN BANCORP, INC.
Note 18 - Commitments and Contingencies
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.
−Removed: The commitments include various guarantees and commitments to extend credit.
−Removed: 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.
+Added: These instruments include commitments to extend credit and standby letters of credit.
+Added: Commitments to extend credit are agreements to lend to a customer unless there is a 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.
5 unchanged sentences
Mid Penn had $ 66.5 million and $ 64.3 million of standby letters of credit outstanding as of December 31, 2025 and December 31, 2024, respectively.
−Removed: Mid Penn does not anticipate any losses because of these transactions.
−Removed: MID PENN BANCORP, INC.
−Removed: amount of the liability as of December 31, 2024 and December 31, 2023 for payment under standby letters of credit issued was not considered material.
−Removed: Mid Penn adopted FASB ASC 326, effective January 1, 2023, which requires Mid Penn to estimate expected credit losses for OBS credit exposures which are not unconditionally cancellable.
+Added: Mid Penn does not anticipate any losses resulting from these transactions.
+Added: The amount of the liability as of December 31, 2025 and December 31, 2024 for payment under standby letters of credit issued was not considered material.
+Added: 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 noninterest expense.
−Removed: 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 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.
−Removed: The ACL - OBS at December 31, 2024 was $ 2.9 million compared to $ 3.6 million at December 31, 2023.
+Added: 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 derived from the same models and approaches used 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.
+Added: The ACL - OBS as of December 31, 2025 and December 31, 2024 was $ 2.9 million.
The benefit for OBS for the year ended December 31, 2025 was $ 26 thousand.
1 unchanged sentence
The following table presents the activity in the ACL - OBS by segment for the year ended December 31, 2025 and December 31, 2024:
−Removed: (in thousands)
−Removed: Balance at December 31, 2023 (Benefit)/Provision for credit loss Year ended December 31, 2024
+Added: (In thousands) Balance as of
+Added: December 31, 2024 (Benefit)/Provision for Credit Loss (1)
+Added: Balance as of December 31, 2025
1-4 Family Rental $ 16 $ ( 4 ) $ 12
−Removed: C&I 1,270 ( 105 ) 1,165
+Added: Commercial and industrial 1,165 292 1,457
CRE NonOwner Occupied 132 2 134
8 unchanged sentences
$ 2,939 $ ( 26 ) $ 2,913
+Added: (1) Includes the impact of the William Penn Acquisition on April 30, 2025.
MID PENN BANCORP, INC.
−Removed: (in thousands)
−Removed: Balance at December 31, 2022 Provision for credit loss
−Removed: Year ended December 31, 2023
+Added: (In thousands) Balance as of
+Added: December 31, 2023 (Benefit)/Provision for Credit Loss Balance as of December 31, 2024
1-4 Family Rental $ 11 $ 5 $ 16
−Removed: C&I 33 1,237 1,270
+Added: Commercial and industrial 1,270 ( 105 ) 1,165
CRE NonOwner Occupied 113 19 132
19 unchanged sentences
Note 19 - Earnings Per Share
−Removed: The following table presents the computation of basic and diluted EPS:
+Added: 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.
+Added: 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.
+Added: The following table sets forth the computation of basic and diluted earnings per common share for years ended December 31:
(In thousands, except per share data)
2025 2024 2023
−Removed: Net income $ 49,437 $ 37,397 $ 54,806
−Removed: Weighted average shares outstanding (basic) 17,026,240 16,319,006 15,912,877
−Removed: Effect of dilutive unvested restricted stock grants 44,622 31,957 21,758
−Removed: Weighted average shares outstanding (diluted) 17,070,862 16,350,963 15,934,635
+Added: Net income available to common shareholders $ 56,248 $ 49,437 $ 37,397
+Added: Weighted-average common shares outstanding - basic 21,757,060 17,026,240 16,319,006
+Added: Dilutive effect of stock-based compensation 265,415 44,622 31,957
+Added: Weighted-average common shares outstanding - diluted 22,022,475 17,070,862 16,350,963
Basic earnings per common share $ 2.59 $ 2.90 $ 2.29
Diluted earnings per common share 2.55 2.90 2.29
−Removed: There were no antidilutive shares at December 31, 2024, 2023, and 2022.
−Removed: As previously announced on a Form 8-K on November 4, 2024, Mid Penn completed an underwritten public offering of 2,375,000 shares of common stock at a price of $ 29.50 per share, with the aggregate gross proceeds of the offering totaling $ 70 million before underwriting discounts and offering expenses.
+Added: Anti-dilutive shares are common stock equivalents with weighted-average exercise prices in excess of the weighted-average market value for the periods presented.
+Added: There were 9,691 stock options that were anti-dilutive for the year ended December 31, 2025.
+Added: These stock options were assumed in the William Penn acquisition.
+Added: There were no antidilutive shares for the years ended December 31, 2024 and 2023.
+Added: On November 5, 2024, Mid Penn completed an underwritten public offering of 2,375,000 shares of common stock at a price of $ 29.50 per share, with the aggregate gross proceeds of the offering totaling $ 70.0 million before underwriting discounts and offering expenses.
The net proceeds of the offering after deducting the underwriting discount and other offering expenses were $ 67.0 million.
−Removed: Additionally, as previously announced on the Form 8-K on November 4, 2024, Mid Penn pursuant to an option granted to the underwriting sold an additional 356,250 shares of the Company's common stock, in full, at the public offering price less underwriting discounts and commissions, or $ 28.025 per share.
−Removed: The issuance was completed on November 5, 2024.
+Added: Additionally, on November 5, 2024, Mid Penn sold an additional 356,250 shares of the Corporation's common stock pursuant to an option granted to the underwriters, at the public offering price less underwriting discounts and commissions, or $ 28.025 per share.
+Added: In connection with the William Penn Acquisition on April 30, 2025, the Company issued 3,506,795 shares of common stock as purchase consideration and assumed outstanding equity awards of William Penn, consisting of 538,447 stock options and 215,386 restricted stock units (RSUs).
+Added: These additional shares issued significantly impacted the weighted-average shares outstanding for the year ended December 31, 2025.
MID PENN BANCORP, INC.
5 unchanged sentences
Securities Unrealized Holding Losses on Interest Rate Derivatives used in Cash Flow Hedges Defined Benefit
−Removed: Balance at December 31, 2021 $ ( 255 ) $ — $ 413 $ 158
+Added: Balance as of December 31, 2022 $ ( 19,327 ) $ — $ 111 $ ( 19,216 )
OCI before reclassifications 1,988 820 ( 212 ) 2,596
16 unchanged sentences
Mid Penn repurchased 79,169 shares during 2025 at an average price per share of $ 28.50 under its share repurchase program.
−Removed: As of December 31, 2024, Mid Penn had repurchased 440,722 shares of common stock at an average price of $ 22.78 per share under the Program.
+Added: As of December 31, 2025, Mid Penn had repurchased an aggregate total of 519,891 shares of common stock at an average price of $ 23.65 per share under the Program.
The Program had $ 2.7 million remaining available for repurchase as of December 31, 2025.
Dividend Reinvestment Plan
−Removed: Under Mid Penn’s amended and restated DRIP, 300,000 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance.
−Removed: The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.
+Added: The amended and restated Dividend Reinvestment Plan of Mid Penn Bancorp, Inc.
+Added: allows holders of the Corporation's common shares to purchase additional shares of the Corporation's common stock, par value $ 1.00 per share.
+Added: Under the plan, participants may have cash dividends on all of their shares automatically reinvested, and each participating shareholder may also make optional cash contributions to purchase additional shares.
+Added: As of December 31, 2025, participants in the plan held 485,896 shares of the Corporation's common stock.
+Added: MID PENN BANCORP, INC.
Note 21 - Stock-Based Compensation Plans
+Added: The Corporation recognizes stock-based compensation expense for equity awards based on the grant-date fair value of the awards.
+Added: Compensation expense is recognized on a straight-line basis over the requisite service period and is included in salaries and benefits expense in the Consolidated Statements of Income.
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.
−Removed: The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Company, and replaces the 2014 Restricted
−Removed: MID PENN BANCORP, INC.
−Removed: The aggregate number of shares of common stock of the Company available for issuance under the Plan is 350,000 shares .
−Removed: As of December 31, 2024, a total of 263,974 restricted shares were granted under the 2014 Restricted Stock Plan, of which 82,278 shares were unvested.
−Removed: The 2014 Restricted Stock Plan shares granted and vested resulted in $ 1.1 million in share-based compensation expense for the years ended December 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Company, and replaced the 2014 Restricted Stock Plan.
+Added: The aggregate number of shares of common stock of the Company available for issuance under the Plans is 550,000 shares .
+Added: As of December 31, 2025, a total of 314,804 restricted shares were granted under the Plans, of which 110,845 shares were unvested.
+Added: The Plan's shares granted and vested resulted in $ 4.5 million and $ 1.1 million in stock-based compensation expense for the years ended December 31, 2025 and 2024, respectively.
+Added: Stock-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.
1 unchanged sentence
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.
−Removed: The following table presents compensation expense and related tax benefits for restricted stock awards recognized on the Consolidated Statements of Income:
+Added: Compensation expense and related tax benefits for restricted stock awards recognized on the Consolidated Statements of Income for the years ended December 31 is as follows:
(In thousands) 2025 2024 2023
1 unchanged sentence
Tax benefit (1)
+Added: ( 420 ) ( 220 ) ( 232 )
Net income effect $ 1,579 $ 827 $ 871
−Removed: The following table presents information regarding the non-vested restricted stock for the year ended December 31, 2024:
−Removed: Shares Weighted-Average Grant Date Fair Value
−Removed: Non-vested at January 1, 2024 88,269 $ 26.07
+Added: (1) Calculated using statutory tax rate of 21%.
+Added: A summary of the restricted stock activity for the year ended December 31, 2025 is as follows:
+Added: (Dollars in thousands) Number of Shares Weighted-Average Grant-Date Fair Value
+Added: Non-vested as of January 1, 2025 82,278 $ 23.75
Vested ( 37,878 ) 28.35
−Removed: Forfeited ( 5,950 ) 20.59
Granted 66,445 25.90
−Removed: Non-vested at December 31, 2024 82,278 23.75
−Removed: At December 31, 2024, there was $ 1.9 million of unrecognized compensation cost related to all non-vested share-based compensation awards, which will be recognized as compensation expense through April 2028 with a weighted average recognition period of 2.5 years.
+Added: Non-vested as of December 31, 2025 110,845 23.46
+Added: As of December 31, 2025, there was $ 2.7 million of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a weighted-average period of 2.7 years through September 2028.
Mid Penn recognizes the impact of forfeitures as of the forfeiture date.
MID PENN BANCORP, INC.
+Added: Equity Awards Assumed from William Penn Acquisition
+Added: In connection with the William Penn Acquisition 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, resulting in the issuance of 538,447 stock options and 215,386 restricted stock units "RSUs" of which 134,618 stock options and 53,822 restricted stock units remained unvested as of December 31, 2025.
+Added: Compensation expense for stock options was $ 1.0 million for the year ended December 31, 2025.
+Added: As of December 31, 2025, unrecognized compensation expense related to unvested options was $ 776 thousand.
+Added: Compensation expense for restricted stock awards was $ 2.1 million for the year ended December 31, 2025.
+Added: As of December 31, 2025, unrecognized compensation cost related to unvested restricted stock was $ 1.1 million.
+Added: The assumed awards are subject to the original vesting terms and conditions included in the William Penn stock-based compensation plan.
Note 22 - Segment Reporting
1 unchanged sentence
These services include commercial and consumer lending, deposit products, wealth management, insurance, and treasury management solutions.
−Removed: The Chief Executive Officer and the Chief Financial Officer are the Mid Penn Chief Operating Decision Makers ("CODM").
+Added: The Chief Executive Officer, and the Chief Financial Officer together act as the Mid Penn Chief Operating Decision Makers ("CODM").
The CODM regularly evaluates financial performance and allocates resources on a consolidated basis.
−Removed: The following table presents certain information reviewed by management:
−Removed: (in thousands)
−Removed: December 31, 2024 December 31, 2023 December 31, 2022
+Added: The following table presents financial information reviewed by the CODM in assessing performance and allocating resources:
+Added: (In thousands) December 31, 2025 December 31, 2024 December 31, 2023
Net interest income $ 199,095 $ 156,671 $ 146,973
2 unchanged sentences
Noninterest expense 152,270 117,616 118,588
−Removed: Income taxes 10,595 7,297 12,541
+Added: Provision for Income taxes 16,122 10,595 7,297
Net income 56,248 49,437 37,397
2 unchanged sentences
Revenue Composition:
−Removed: Mid Penn generates revenue primarily from net interest income and non-interest income, including fees from deposit accounts, wealth management, insurance, and treasury services.
+Added: Mid Penn generates revenue primarily from net interest income and noninterest income, including fees from deposit accounts, wealth management, insurance, and treasury services.
Capital Allocation & Performance Metrics:
13 unchanged sentences
Under this method:
−Removed: • The initial investment is recorded as an asset with Other Assets on the balance sheet.
+Added: • The initial investment is recorded as an asset with Other Assets on the Consolidated Balance Sheet.
• Tax credits and other tax benefits are recognized as a reduction of income tax expense.
2 unchanged sentences
For the Year Ended
−Removed: (in thousands)
−Removed: December 31, 2024 December 31, 2023
+Added: (In thousands) December 31, 2025 December 31, 2024
Income tax benefits
8 unchanged sentences
Note 24 - Parent Company Statements
+Added: The Parent Company Statements present the standalone financial position and results of Mid Penn Bancorp, Inc.
+Added: Parent company transactions with subsidiaries are eliminated in consolidation.
CONDENSED BALANCE SHEETS
10 unchanged sentences
CONDENSED STATEMENTS OF INCOME
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
(In thousands) 2025 2024 2023
2 unchanged sentences
Expenses 21,009 6,677 10,865
−Removed: (Loss) income before income tax and equity in undistributed earnings of subsidiaries ( 6,615 ) ( 10,718 ) ( 6,203 )
+Added: Loss before income tax and equity in undistributed earnings of subsidiaries ( 20,968 ) ( 6,615 ) ( 10,718 )
Income Tax Benefit 4,114 1,549 2,932
3 unchanged sentences
CONDENSED STATEMENTS OF CASH FLOWS
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
(In thousands) 2025 2024 2023
6 unchanged sentences
Net change in other liabilities ( 517 ) ( 854 ) ( 246 )
−Removed: Net cash (used in) provided by operating activities ( 2,037 ) ( 10,329 ) ( 9,859 )
+Added: Net cash used in operating activities ( 17,719 ) ( 2,037 ) ( 10,329 )
CASH FLOWS FROM INVESTING ACTIVITIES
1 unchanged sentence
Investment in subsidiary ( 8,588 ) 12,810 71,493
−Removed: Net cash provided by (used in) investing activities 12,810 45,919 ( 1,787 )
+Added: Net cash (used in)/provided by investing activities $ ( 3,816 ) $ 12,810 $ 45,919
CASH FLOWS FROM FINANCING ACTIVITIES
3 unchanged sentences
Treasury stock purchased ( 2,250 ) ( 323 ) ( 4,876 )
−Removed: Riverview restricted stock (1)
+Added: Stock options exercised 6,876 — —
Subordinated debt and trust preferred securities redemption ( 45,280 ) — ( 10,000 )
Net cash (used in)/provided by financing activities ( 58,195 ) 62,372 ( 27,375 )
−Removed: Net increase (decrease) in cash and cash equivalents 73,145 8,215 ( 42,976 )
+Added: Net (decrease)/increase in cash and cash equivalents ( 79,730 ) 73,145 8,215
Cash and cash equivalents, beginning of year 83,209 10,064 1,849
Cash and cash equivalents, end of year $ 3,479 $ 83,209 $ 10,064
−Removed: (1) Additionally, 2,500 shares of restricted stock were paid out in cash resulting in $ 776 thousand of cash consideration relating to stock awards.
MID PENN BANCORP, INC.
1 unchanged sentence
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.