What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 135 added, 288 removed, 389 unchanged (52% of the section changed)

13 unchanged sentences

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

• Mid Penn’s ability to efficiently integrate recent acquisitions into its business and operations, which may take longer than anticipated or be more costly than anticipated or result in unanticipated disruptions to existing operations;

• the possibility that anticipated benefits of recent acquisitions, including cost savings and other synergies, may take longer to be realized or may not fully be achieved, and that attrition in client, partner or other relationships may be greater than expected;

• the effects of future economic conditions on Mid Penn, the Bank, our nonbank subsidiaries, and our markets and customers;

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• future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government;

• business or economic disruption from national or global epidemic or pandemic events;

• business or economic disruptions arising from public health events or other external disruptions;

• the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, the value of investment securities, and interest rate protection agreements;

1 unchanged sentence

• an increase in the Pennsylvania Bank Shares Tax to which the Bank’s capital stock is currently subject, or imposition of any additional taxes on the capital stock of Mid Penn or the Bank;

MID PENN BANCORP, INC.

• impacts of the capital and liquidity requirements imposed by bank regulatory agencies;

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

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

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

• changes in technology;

MID PENN BANCORP, INC.

• our ability to implement business strategies, including our acquisition strategy;

• our ability to successfully expand our franchise, including through acquisitions or establishing new offices at favorable prices;

• our ability to successfully integrate any banks, companies, offices, assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames;

• potential goodwill impairment charges, or future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;

1 unchanged sentence

• results of regulatory examination and supervision processes;

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

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

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

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

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

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

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

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

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Accordingly, all forward-looking statements should be evaluated with this understanding of inherent uncertainty.

MID PENN BANCORP, INC.

Mid Penn is a financial holding company, which generates the majority of its revenues through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings.

Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is FTE net interest income as a percentage of average interest-earning assets.

Mid Penn is a financial holding company incorporated in August 1991 in the Commonwealth of Pennsylvania.

Mid Penn generates the majority of its revenues through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings.

Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is calculated on a fully taxable-equivalent basis ("FTE") as net interest income as a percentage of average interest-earning assets.

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

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

MID PENN BANCORP, INC.

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

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

Three Months Ended March 31,

(Dollars in thousands)

2025 2024 2025 2024

Net Income $ 8,706 $ 13,742

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Nonperforming assets to total assets 0.55 % 0.46 %

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

Net charge-offs/(recoveries) to average loans (annualized) 0.084 % (0.0003) %

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

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(2) Annualized ratios

On February 27, 2026, Mid Penn completed the acquisition of 1st Colonial Bancorp, Inc.

("1st Colonial"), which added total assets of $842.5 million, comprised primarily of $597.5 million of loans.

Additionally, on January 1, 2026, Mid Penn completed the acquisition of Cumberland Advisors, Inc.

("Cumberland Advisors"), a registered investment advisory firm, which had approximately $3.2 billion in assets under management, further expanding the Company's wealth management capabilities and fee-based revenue.

On April 30, 2025, Mid Penn completed the William Penn acquisition, which added total assets of $726.5 million, including $405.3 million of loans.

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.

Mid Penn issued 3,506,795 shares of Mid Penn common stock as consideration for the $103.2 million purchase price.

The Corporation also granted replacement awards for 538,447 stock options, with a fair value of $3.1 million to continuing employees of William Penn.

Summary of Financial Results

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

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

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

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

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

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

• Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the three months ended March 31, 2026 was $8.7 million, or $0.36 per basic and diluted common share, compared to earnings of $13.7 million, or $0.71 per both basic and diluted common share for the three months ended March 31, 2025.

• Net Interest Income

◦ Net Interest Margin - For the first quarter of 2026, Mid Penn’s net interest margin was 3.80% versus 3.37% for the same period of 2025.

The yield on interest-earning assets for the first quarter of 2026 increased 10 basis points from the same period of 2025.

The rate on interest-bearing liabilities decreased 43 basis points from the same period of 2025.

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

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

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

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

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

The increase, compared to the first quarter of 2025, was driven by higher loan and investment securities yields and a reduction in the cost of funds.

◦ Loan Growth - Total loans, net of une arned income, as of March 31, 2026 were $5.5 billion compared to $4.9 billion as of December 31, 2025, an increase of $647.1 million, or 13.3% .

The growth was primarily driven by the acquisition of 1st Colonial, which contributed to an increase in residential mortgages of $341.1 million, an increase in commercial real estate loans of $245.7 million, an increase in construction loans of $57.7 million, and an increase in commercial and industrial loans of $4.9 million.

MID PENN BANCORP, INC.

increase of $37.3 million in time deposits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

◦ Deposit Growth - Total deposits increased $756.3 million, or 14.5%, from $5.2 billion at December 31, 2025, to $6.0 billion at March 31, 2026.

The growth was primarily driven by the acquisition of 1st Colonial, which contributed to an increase of $528.3 million in interest-bearing transaction accounts, an increase of $128.5 million in time deposits, and a $99.5 million increase in non-interest bearing accounts.

• Asset Quality - ACL as of March 31, 2026 was $41.1 million, or 0.75% of total loans, as compared to $36.1 million, or 0.74% of total loans as of December 31, 2025.

This increase includes the initial allowance recorded for 1st Colonial loans of $4.4 million.

◦ Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $1.0 million and net recoveries of $3 thousand for the three months ended March 31, 2026 and 2025, respectively.

◦ Non-performing assets - Total non-performing assets were $38.1 million at March 31, 2026, an increase compared to non-performing assets of $30.8 million at December 31, 2025.

The increase during the first quarter of 2026 is primarily related to the addition of $7.4 million of nonaccrual loans from the 1st Colonial acquisition .

Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.70% at March 31, 2026, compared to 0.69% as of December 31, 2025.

◦ Provision/Benefit for credit losses - loans - The provision for credit losses - loans was $1.6 million for the three months ended March 31, 2026 compared to a provision of $321 thousand for the same period of 2025.

The benefit for credit losses on off-balance sheet credit exposures was $54 thousand for the three months ended March 31, 2026, compared to a benefit of $20 thousand for the same period of 2025.

The increase in provision for the three months ended March 31, 2026, was primarily driven by qualitative adjustments to the CRE owner-occupied portfolio, reflecting growth within that segment, offset by decreases due to higher prepayment speeds and a favorable economic forecast.

• Noninterest Income - Noninterest income totaled $9.6 million for the three months ended March 31, 2026 compared to $5.2 million for the same period of 2025.

The increase is primarily driven by a $2.5 million increase in fiduciary and wealth management income, a $431 thousand increase in earnings from the cash surrender value of life insurance, a $1.3 million increase in other noninterest income, including a $558 thousand increase in death benefits received, and a $458 thousand increase in insurance commissions.

• Noninterest Expense - Noninterest expense totaled $52.0 million for the three months ended March 31, 2026, an increase of $21.3 million, or 69.6%, compared to noninterest expense of $30.6 million for the same period of 2025.

Merger and acquisition expenses increased $7.4 million to $7.7 million for the three months ended March 31, 2026, driven by $7.2 million related to the 1st Colonial acquisition, $544 thousand related to the Cumberland Advisors acquisition, compared to $314 thousand in the same period of 2025.

Salaries and benefits increased $7.0 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase is attributable to (i) the retail staff additions at the twelve retail locations added through the William Penn acquisition and three retail locations added through the 1st Colonial acquisition;

(ii) the retention of various William Penn and 1st Colonial team members through the completion of systems integrations;

and (iii) the addition of staff members from the Cumberland Advisors acquisition.

Software licensing and utilization costs increased $1.0 million for the three months ended March 31, 2026, compared to the same period in 2025.

The increase reflects additional costs to (i) license the additional William Penn and 1st Colonial branches;

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

Occupancy expenses increased $979 thousand for the three months ended March 31, 2026, compared to the same period in 2025.

The increase was driven by the facility operating costs of the additional retail locations added through the William Penn, 1st Colonial, and Cumberland Advisors acquisitions.

MID PENN BANCORP, INC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Liquidity - Current liquidity, including borrowing capacity, increased to $1.7 billion or 175.8% of uninsured and uncollateralized deposits, or approximately 32.3% of total deposits.

• Liquidity - Current liquidity, including cash equivalents and borrowing capacity totaled $1.5 billion, compared to $1.7 billion at December 31, 2025, representing 144.8% of uninsured and uncollateralized deposits and approximately 25.0% of total deposits.

MID PENN BANCORP, INC.

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

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

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

Changes in key assumptions, including economic conditions and other inputs used in these estimates, could have a material impact on the Corporation's results of operations and financial condition.

There have been no material changes to Mid Penn's critical accounting estimates as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.

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Net Interest Income

Net interest income, Mid Penn’s primary source of revenue, is the amount by which interest income on loans and investments exceeds interest incurred on deposits and borrowings.

The amount of net interest income is affected by changes in interest rates and changes in the volume and mix of interest-sensitive assets and liabilities.

Net interest income is also shown on a taxable-equivalent basis in total.

Income from tax-exempt assets, primarily loans to or securities issued by state and local governments, is adjusted by an amount equivalent to the federal income taxes which would have been paid if the income received on these assets was taxable at the statutory rate of 21% for the periods presented.

Net interest income, Mid Penn's primary source of earnings, represents the difference between interest income received on loans, investments, and overnight funds, and interest expense paid on deposits and short- and long-term borrowings.

Net interest income is affected by changes in interest rates and changes in average balances (volume) in the various interest-sensitive assets and liabilities.

Interest and average rates in the table below are presented on a fully taxable-equivalent basis ("FTE").

Tax-equivalent adjustments were calculated using a statutory corporate tax rate of 21% for the three months ended March 31, 2026 and 2025.

MID PENN BANCORP, INC.

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For the Three Months Ended

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

(Dollars in thousands) Average Balance Interest Yield/

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MID PENN BANCORP, INC.

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

The following table summarizes the changes in interest income and interest expense resulting from changes in average balances, volume, and changes in rates for the three months ended March 31, 2026 in comparison to the same period in 2025:

Three months ended

September 30, 2025 vs.

September 30, 2024

March 31, 2026 vs.

March 31, 2025

Increase (decrease)

22 unchanged sentences

NET INTEREST INCOME $ 7,732 $ 5,009 $ 12,741

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

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

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

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

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

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

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

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

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

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

For the three months ended March 31, 2026, net interest income was $55.3 million compared to net interest income of $42.5 million for the three months ended March 31, 2025.

The tax-equivalent net interest margin for the three months ended March 31, 2026 was 3.80% compared to 3.37% for the first quarter of 2025, representing a 43 bp increase compared to the same period in 2025.

The yield on interest-earning assets increased to 5.75% for the quarter ended March 31, 2026, from 5.65% for the quarter ended March 31, 2025.

These increases were due to assets continuing to reprice at higher rates during 2025 and the first quarter of 2026, continued discipline on new loan pricing, and an increase in Fed funds sold.

Average investment securities increased $144.2 million and the yield on those investment securities increased 56 bps during the first quarter of 2026 compared to the first quarter of 2025, increasing interest income due to volume by $1.1 million, and increasing interest income due to rates by $1.0 million.

Average loans increased $623.6 million, and the yield on those loans increased 8 bps, contributing $9.3 million and $958 thousand, respectively, to the increase in interest income.

Interest expense decreased $559 thousand during the first quarter of 2026 compared to the first quarter of 2025.

The rate of interest-bearing liabilities decreased from 2.95% for the first quarter of 2025 to 2.51% for the first quarter of 2026.

MID PENN BANCORP, INC.

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

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

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

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

MID PENN BANCORP, INC.

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

For the Nine Months Ended September 30,

(Dollars in thousands) Average Balance Interest Yield/

Rate Average Balance Interest Yield/

Interest Bearing Balances $ 23,694 $ 476 2.69 % $ 33,549 $ 973 3.87 %

Investment Securities:

Taxable 624,228 15,381 3.29 536,894 11,183 2.78

Tax-exempt 67,528 1,023 2.03 74,584 1,106 1.98

Total Investment Securities 691,756 16,404 3.17 611,478 12,289 2.68

Federal funds sold 191,156 6,152 4.30 35,311 1,461 5.53

Loans, net of unearned income 4,664,089 215,268 6.17 4,351,253 197,412 6.06

Restricted investment in bank stocks 7,063 330 6.25 16,241 1,136 9.34

Total Interest-earning Assets 5,577,758 238,630 5.72 5,047,832 213,271 5.64

Cash and Due from Banks 46,660 40,416

Other Assets 350,043 301,733

Total Assets $ 5,974,461 $ 5,389,981

LIABILITIES & SHAREHOLDERS' EQUITY:

Interest-bearing Demand $ 1,148,549 $ 15,371 1.79 % $ 979,676 $ 13,652 1.86 %

Money market 1,148,107 24,337 2.83 902,104 19,660 2.91

Savings 300,981 188 0.08 280,473 187 0.09

Time 1,701,585 51,980 4.08 1,513,617 51,985 4.59

Total Interest-bearing Deposits 4,299,222 91,876 2.86 3,675,870 85,484 3.11

Short-term borrowings 10,679 376 4.71 242,232 10,066 5.55

Long-term debt 23,416 773 4.41 29,379 1,059 4.81

Subordinated debt 42,686 1,261 3.95 46,122 1,271 3.68

Total Interest-bearing Liabilities 4,376,003 94,286 2.88 3,993,603 97,880 3.27

Noninterest-bearing Demand 806,861 778,421

Other Liabilities 86,147 62,927

Shareholders' Equity 705,450 555,030

Total Liabilities & Shareholders' Equity $ 5,974,461 $ 5,389,981

Net Interest Income $ 144,344 $ 115,391

Taxable Equivalent Adjustment (1) 732 766

Net Interest Income (taxable-equivalent basis) $ 145,076 $ 116,157

Total Yield on Earning Assets 5.72 % 5.64 %

Rate on Supporting Liabilities 2.88 3.27

Average Interest Spread 2.84 2.37

Net Interest Margin (1) 3.48 3.07

(1) Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances

(2) Annualized ratios

MID PENN BANCORP, INC.

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

Nine Months Ended

September 30, 2025 vs.

September 30, 2024

(In thousands) Increase (decrease)

Volume Rate Net

INTEREST INCOME:

Interest Bearing Balances $ (286) $ (211) $ (497)

Investment Securities:

Taxable 1,817 2,381 4,198

Tax-exempt (105) 22 (83)

Total Investment Securities 1,712 2,403 4,115

Federal funds sold 6,442 (1,751) 4,691

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

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

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

INTEREST EXPENSE:

Interest-Bearing Deposits:

Interest-bearing demand 2,351 (632) 1,719

Money market 5,356 (679) 4,677

Savings 14 (13) 1

Time 6,450 (6,455) (5)

Total Interest-Bearing Deposits 14,171 (7,779) 6,392

Short-term borrowings (8,153) (1,537) (9,690)

Long-term debt (215) (71) (286)

Subordinated debt (95) 85 (10)

Total Interest Expense 5,708 (9,302) (3,594)

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

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

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

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

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

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

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

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

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

MID PENN BANCORP, INC.

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

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

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

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

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

Provision for Credit Losses - Loans

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

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

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

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

The provision for credit losses on loans was $1.6 million for the three months ended March 31, 2026 compared to a provision of $321 thousand for the three months ended March 31, 2025.

The increase in provision was primarily attributable to qualitative adjustments to several segments of the portfolio, offset by reductions due to a favorable economic forecast.

Noninterest Income

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

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

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

For the three months ended March 31, 2026, noninterest income totaled $9.6 million, a increase of $4.4 million, or 83.3%, compared to noninterest income of $5.2 million for the three months ended March 31, 2025.

The increase was largely driven by a $2.5 million increase in fiduciary and wealth management income, a $431 thousand increase in earnings from the cash surrender value of life insurance, a $1.3 million increase in other noninterest income, including a $558 thousand increase in death benefits received, and a $458 thousand increase in insurance commissions.

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

Three Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

Fiduciary and wealth management $ 1,340 $ 1,204 $ 136 11.3 %

ATM debit card interchange 1,019 962 57 5.9

Service charges on deposits 647 549 98 17.9

Mortgage banking 1,013 768 245 31.9

Mortgage hedging 50 (1) 51 N/M

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

Earnings from cash surrender value of life insurance 605 276 329 119.2

Other 3,509 1,269 2,240 176.5

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

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

MID PENN BANCORP, INC.

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in thousands) 2026 2025 $ Variance % Variance

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Noninterest Expense

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

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

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

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

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

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

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

For the three months ended March 31, 2026, noninterest expense totaled $52.0 million, an increase of $21.3 million, or 69.6%, compared to noninterest expense of $30.6 million for the same period in 2025.

The increase was primarily driven by a $7.4 million increase in merger and acquisition expenses, a $7.0 million increase in salaries and employee benefits, a $1.0 million increase in software licensing, a $979 thousand increase in occupancy expenses, an $872 thousand increase in intangible amortization, an $862 thousand increase in legal and professional fees, and a $2.3 million increase in other noninterest expense, primarily driven by a $1.5 million increase related to a change in methodology for LIHTC amortization, and a $665 thousand in legal settlements.

MID PENN BANCORP, INC.

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

Three Months Ended September 30,

Three Months Ended March 31,

(Dollars in thousands) 2026 2025 $ Variance % Variance

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FDIC Assessment 800 990 (190) (19.2)

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

Loss/(gain) on sale of foreclosed assets, net 491 (28) 519 N/M

Merger and acquisition expense 7,723 314 7,409 2359.6

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Total Noninterest Expense $ 51,959 $ 30,642 $ 21,317 69.6 %

MID PENN BANCORP, INC.

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

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

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

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

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

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

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

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

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

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

Nine Months Ended September 30,

(Dollars in thousands) 2025 2024 $ Variance % Variance

Salaries and employee benefits $ 58,003 $ 47,151 $ 10,852 23.0 %

Software licensing and utilization 9,156 6,694 2,462 36.8

Occupancy expense, net 7,281 5,658 1,623 28.7

Equipment expense 3,590 3,715 (125) (3.4)

Shares tax 2,531 1,945 586 30.1

Legal and professional fees 2,889 3,300 (411) (12.5)

ATM/card processing 1,911 1,650 261 15.8

Intangible amortization 2,116 1,313 803 61.2

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

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

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

Other expenses 14,538 11,834 2,704 22.8

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

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

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

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

The provision for income taxes was $2.6 million for the three months ended March 31, 2026 compared to $3.1 million for the same period in 2025.

The provision for income taxes for the three months ended March 31, 2026 reflects a combined Federal and State effective tax rate of 23.0% for the three months ended March 31, 2026, compared to 18.2%, for the three months ended March 31, 2025.

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

The effective tax rate for the current period was higher than the federal statutory rate primarily due to the impact of state income taxes.

This increase was driven by changes in the Corporation's state apportionment resulting from the acquisition of 1st Colonial, resulting in a higher proportion of income subject to higher state tax rates.

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

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

MID PENN BANCORP, INC.

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

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

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

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

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

The Company is currently evaluating the impact on future periods.

The legislation includes several changes to federal tax law that may affect the Company in future periods, including provisions related to business deductions and tax depreciation.

These changes did not have a material impact on the Corporation’s federal income tax expense or liability for the three months ended March 31, 2026.

Financial Condition

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

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

Mid Penn’s total assets were $7.0 billion as of March 31, 2026, reflecting an increase of $830.9 million, or 13.5%, compared to total assets of $6.1 billion as of December 31, 2025.

The increase was primarily driven by an increase in loans as a result of the 1st Colonial acquisition, an increase in available for sale investment securities, and an increase in Fed Funds Sold.

Investment Securities

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

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

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

The carrying value of total investment securities as of March 31, 2026 were $825.1 million compared to $763.6 million as of December 31, 2025.

Mid Penn does not anticipate growth in the investment portfolio beyond levels necessary to support pledging requirements.

MID PENN BANCORP, INC.

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

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Thru Ten Years After Ten

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

As of March 31, 2026 Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield

Available-for-sale securities, at fair value:

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$ 28,896 2.87 % $ 158,806 2.02 % $ 117,843 2.32 % $ 35,412 2.16 % $ 340,957 2.29 %

MID PENN BANCORP, INC.

Loans, net of unearned income

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

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

September 30, 2025 December 31, 2024 Change in Balance

Total loans, net of unearned income, as of March 31, 2026 were $5.5 billion compared to $4.9 billion as of December 31, 2025.

The growth of $647.1 million, or 13.3%, since December 31, 2025 was primarily driven by the acquisition of 1st Colonial, which contributed to an increase in residential mortgages of $341.1 million, an increase in commercial real estate loans of $245.7 million, an increase in construction loans of $57.7 million, and an increase in commercial and industrial loans of $4.9 million.

MID PENN BANCORP, INC.

March 31, 2026 December 31, 2025 Change in Balance

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

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$ 5,509,940 100.0 % $ 4,862,838 100.0 % $ 647,102 13.3 %

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

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

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

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

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

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

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

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

MID PENN BANCORP, INC.

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

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

(Dollars in thousands) March 31, 2026 December 31, 2025

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

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(In thousands)

As of September 30, 2025 One Year

As of March 31, 2026 One Year

and Less One to

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Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations.

Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain.

Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.

In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense.

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Three Months Ended

September 30, Nine Months Ended

September 30,

(Dollars in thousands) 2026 2025

Balance, beginning of period $ 36,091 $ 35,514

Purchase credit deteriorated loans — — 343 —

Purchased credit deteriorated loans 977 —

Purchased seasoned loans 3,438 —

Loans charged off during period (1,153) (15)

Recoveries of loans previously charged off 104 18

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

Net (charge-offs)/recoveries (1,049) 3

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

(187) 621 2,379 1,784

Balance, end of period $ 41,105 $ 35,838

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

Ratio of net charge-offs/(recoveries) to average loans outstanding (annualized) 0.084 % (0.0003) %

Ratio of ACL - loans to net loans at end of period 0.75 % 0.80 %

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

MID PENN BANCORP, INC.

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

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

The following table presents the change in nonperforming asset categories as of March 31, 2026, December 31, 2025, and March 31, 2025.

(Dollars in thousands) March 31, 2026 December 31, 2025 March 31, 2025

Nonperforming Assets:

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Ratio of ACL-loans to nonperforming loans 138.68 % 157.25 % 149.05 %

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

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

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

a triggering event.

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

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

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

Management will continue to monitor internal metrics and macroeconomic trends to determine if there is likelihood of goodwill impairment.

Total nonperforming assets were $38.1 million at March 31, 2026, an increase compared to nonperforming assets of $30.8 million at December 31, 2025.

The increase during the first quarter of 2026 is primarily driven by the addition of $7.4 million of nonaccrual loans from the 1st Colonial acquisition in the first quarter of 2026.

Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.70% at March 31, 2026, compared to 0.69% and 0.50% as of December 31, 2025 and March 31, 2025.

Mid Penn evaluates goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that impairment may be present.

Significant negative industry or economic trends, as well as changes in the Corporation's stock price, could represent potential indicators of impairment.

Management considered relevant factors, including overall market conditions, and trends in the Corporation's stock price, and concluded that no triggering events had occurred as of March 31, 2026.

Management will continue to monitor these factors in future periods.

Mid Penn's annual impairment test is scheduled to be conducted as of October 31, 2026.

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

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

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

Total deposits increased $756.3 million, or 14.5%, from $5.2 billion on December 31, 2025, to $6.0 billion at March 31, 2026.

The growth was primarily driven by the acquisition of 1st Colonial deposits of $747.1 million.

These deposits contributed to a $528.3 million increase in interest bearing accounts, $128.5 million increase in time deposits, and a $99.5 million increase in noninterest bearing accounts.

MID PENN BANCORP, INC.

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

September 30, 2025 December 31, 2024 Change

March 31, 2026 December 31, 2025 Change

(Dollars in thousands) Balance Rate Balance Rate $ %

5 unchanged sentences

$ 5,393,592 2.09 % $ 5,152,590 2.36 % $ 241,002 4.68 %

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

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

As of March 31, 2026, uninsured deposits were approximately $1.0 billion, or 17.3% of total deposits, compared to $1.0 billion, or 19.2% of total deposits, as of December 31, 2025.

The maturities of the uninsured time deposits as of March 31, 2026 were as follows:

(In thousands) 2026

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Over twelve months 16,216

Total short-term borrowings decreased $2.0 million, or 100.0%, from December 31, 2024.

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

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

Total short-term borrowings increased $10.7 million, or 51.2%, from December 31, 2025 to March 31, 2026.

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

Total long-term borrowings were $3.0 million at March 31, 2026, a decrease of $20.1 million from December 31, 2025.

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

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The analysis provides a summary of the current liquidity measurements, projections, and future liquidity positions given various levels of liquidity stress.

Management also maintains a detailed Contingency Funding Plan designed to respond to overall stress in the financial condition of the banking industry or a prospective liquidity problem specific to Mid Penn.

Management also maintains a detailed Contingency Funding Plan

MID PENN BANCORP, INC.

designed to respond to overall stress in the financial condition of the banking industry or a prospective liquidity problem specific to Mid Penn.

The Consolidated Statements of Cash Flows provide additional information.

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

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

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

Mid Penn’s operating activities during the three months ended March 31, 2026 provided $14.5 million of cash, mainly due to net income.

Cash provided in investing activities during the three months ended March 31, 2026 was $33.9 million, mainly the result of the Cumberland Advisors and 1st Colonial acquisitions.

Cash used by financing activities during the three months ended March 31, 2026 totaled $6.1 million, primarily the result of the repayment of long-term borrowings.

Regulatory Capital

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

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

March 31, 2026 December 31, 2025 Regulatory Minimum for Capital Adequacy

Total Risk-Based Capital (to Risk-Weighted Assets) 13.58 % 14.32 % 10.50 %

2 unchanged sentences

Tier I Leverage Capital (to Average Assets) 11.40 11.02 4.00

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

As of March 31, 2026 and December 31, 2025, regulatory capital ratios for both Mid Penn and the Bank met the definition of a "well-capitalized" institution under the regulatory framework for prompt corrective action and exceeded the minimum capital requirements under Basel III.

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

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Shareholders' Equity

Shareholders' equity, or capital, is evaluated in relation to total assets and the risk associated with those assets, and the desire to collectively maintain and enhance shareholders’ value, and satisfactorily address regulatory capital requirements.

Shareholders' equity is evaluated in relation to total assets and the risk associated with those assets, and the desire to collectively maintain and enhance shareholders’ value, and satisfactorily address regulatory capital requirements.

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

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

Shareholders’ equity increased by $73.3 million, or 9.0%, from $814.1 million as of December 31, 2025 to $887.4 million as of March 31, 2026, reflecting common stock issued in connection with the 1st Colonial and Cumberland Advisors acquisitions totaling $69.6 million and earnings of $8.7 million, partially offset by dividends paid of $6.2 million.

MID PENN BANCORP, INC.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis