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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 50 added, 36 removed, 168 unchanged (34% of the section changed)

4 unchanged sentences

Management Report on Internal Controls over Financial Reporting is located on page 62 of this report and is incorporated herein by reference.

Our independent registered public accounting firm, RSM US LLP, also attested to, and reported on, the effectiveness of Mid Penn’s internal control over financial reporting as of December 31, 2024.

RSM US LLP’s attestation report appears in Part II, Item 8, "Financial Statements and Supplemental Data."

RSM US LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements of the Company included in this Annual Report on Form 10-K, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

Their report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, is included herein.

Changes in Internal Controls over Financial Reporting

11 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2025, none of Mid Penn's directors or executive officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

13 unchanged sentences

All awards under the Mid Penn Bancorp, Inc.

2014 Restricted Stock Plan are in the form of restricted stock.

2023 Stock incentive Plan are in the form of restricted stock.

Accordingly, they were not included in calculating the weighted-average exercise price because the shares of common stock will be issued for no consideration.

16 unchanged sentences

Total 299,285 27.67 235,196

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item, relating to transactions with management and others, certain business relationships and indebtedness of management, is set forth under the captions "Certain Relationships and Related Transactions" and "Governance of the Corporation" of Mid Penn’s definitive proxy statement to be used in connection with the 2025 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

MID PENN BANCORP, INC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item, relating to transactions with management and others, certain business relationships and indebtedness of management, is set forth under the captions "Related Person Transactions" and "Governance of the Corporation" of Mid Penn’s definitive proxy statement to be used in connection with the 2026 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item, relating to the fees and services provided by Mid Penn’s principal accountant, is set forth under the caption "Audit Committee Report" and "Proposal No.

Ratification of the Appointment of RSM US, LLP as the Corporation’s Independent Registered Public Accounting Firm for 2025" of Mid Penn’s definitive proxy statement to be used in connection with the 2025 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

The information required by this Item, relating to the fees and services provided by Mid Penn’s principal accountant, is set forth under the caption "Audit Committee Report" of Mid Penn’s definitive proxy statement to be used in connection with the 2026 Annual Meeting of Shareholders, which pages are incorporated herein by reference.

MID PENN BANCORP, INC.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

20 unchanged sentences

(Incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on November 1, 2024.)

2.6 Agreement and Plan of Merger, dated as of September 24, 2025, by and between 1st Colonial Bancorp, Inc.

and Mid Penn Bancorp, Inc.

(Incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on September 24, 2025.)

3(i) The Registrant’s amended Articles of Incorporation.

(Incorporated by reference to Exhibit 3(i) to Registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended March 31, 2023 ).

3(ii) The Registrant’s By-laws (Incorporated by reference to Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K filed with the SEC on March 28, 2024.)

(Incorporated by reference to Exhibit 3 .1 to Registrant’s Quarterly Report on Form 10-Q with the SEC on May 9, 2023.

3(ii) The Registrant’s By-laws (Incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 28, 2024.)

4.1 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 filed on January 17, 2025 .)

MID PENN BANCORP, INC.

10.1 The Registrant’s Dividend Reinvestment Plan, as amended and restated.

1 unchanged sentence

MID PENN BANCORP, INC.

10.2 Mid Penn Bancorp, Inc.

2014 Restricted Stock Plan.

21 unchanged sentences

(Incorporated by reference to Exhibit 10.9 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.11 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Rory G.

Ritrievi dated September 6, 2022.

(Incorporated by reference to Exhibit 10.11 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.12 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Scott Micklewright dated September 6, 2022.

(Incorporated by reference to Exhibit 10.13 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.13 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Justin T.

Webb dated September 6, 2022.

(Incorporated by reference to Exhibit 10.14 to Registrant's Current Report on Form 8-K filed with the SEC on September 9, 2022.)

10.11 Mid Penn Bank 2025 Supplemental Executive Retirement Agreement between Mid Penn Bank and Rory G.

Ritri ev i dated October 24, 2025 (Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on October 24, 2025.)

10.12 Amendment to Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Scott Micklewright dated August 22, 2025.

(Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the SEC on August 26, 2025.)

10.13 Amendment to Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Justin Webb dated August 22, 2025.

(Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on August 26, 2025.)

10.14 Form of Director Deferred Fee Agreement (Incorporated by reference to Exhibit 10.13 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2021.)

10.15 Director Retirement Plan (Incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2021.)

10.15 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 filed with the SEC on May 25, 2023)

MID PENN BANCORP, INC.

10.16 2023 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form S-8 filed with the SEC on May 25, 2023)

10.18 E xecutive Annual In c entive Plan (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on January 24, 2025.)

10.19 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Jordan D.

Space dated September 6, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended March 31, 2024.)

10.20 Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Jordan D.

Space dated September 18, 2023 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.)

10.21 Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Jordan D.

Space dated September 6, 2022 (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.)

10.22 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 202 2 .

(Incorporated by reference to Exhibit 10.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

10.23 Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joseph Paese dated September 6, 2022 .

(Incorporated by reference to Exhibit 10.2 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

10.24 Amended and Res tated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joseph Pa ese dated September 6, 2022 .

(Incorporated by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2023.)

10.17 Executive Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the SEC on January 24, 2025.)

MID PENN BANCORP, INC.

10.18 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Heather Hall dated September 6, 2022 - filed herewith

10.19 Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Heather Hall dated August 22, 2024.

- filed herewith

10.20 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Heather Hall dated September 6, 2022.

- filed herewith

10.21 Amendment to Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Heather Hall dated August 22, 2025.

- filed herewith .

- filed herewith

10.22 Employment Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joan Dickinson dated September 6, 2022 .

- filed herewith

10.23 Amended and Restated Change in Control Agreement among Mid Penn Bancorp, Inc., Mid Penn Bank and Joan Dickinson dated August 22, 2025 - filed herewith

10.24 Amended and Restated Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joan Dickinson dated September 6, 2022 .

- filed herewith

10.25 Amendment to Supplemental Executive Retirement Plan Agreement between Mid Penn Bank and Joan Dickinson dated August 22, 2025 .

- filed herewith

10.26 William Penn Bancorporation 2022 Equity Incentive Plan , incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 filed May 1, 2025 (File No.

10.27 Mid Penn Bank Split Dollar Agreement between Mid Penn Bank and Rory G.

Ritri ev i dated October 24, 2025 .

(Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on October 24, 2025.)

16.1 L etter of RSM US LLP to the Securities and Exchange Commission (Incorporated by reference to 16.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 29, 2025.)

19 I nsider Trading Policy - filed herewith.

4 unchanged sentences

32 Principal Executive and Financial Officer’s §1350 Certifications.

Clawback Policy .

(Incorporated by reference to Exhibit 97.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on March 28, 2024.)

97 C lawback Policy - filed herewith.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

MID PENN BANCORP, INC.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

MID PENN BANCORP, INC.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

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Abel, Director

/s/ Thomas R.

Brugger March 12, 2026

Brugger, Director

/s/ Kimberly J.

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Specht, Director

/s/ Kenneth J.

Stephon March 12, 2026

Stephon, Director

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

What changed 10-K

Item 9A. Controls and Procedures