MID PENN BANCORP INC 10-Q

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (1) As reported on a Form 8-K filed on January 5, 2026, Mid Penn completed its acquisition of Cumberland Advisors, Inc. on January 1, 2026. In connection with the transaction, each share of Cumberland Advisors common stock was converted into the right to receive, at the election of the holder, either 17.79 shares of common stock, par value $1.00 per share, of Mid Penn or $539.22 for each share of Cumberland Advisors common stock they owned (subject to adjustment and proration as provided in the acquisition agreement). Mid Penn issued to former shareholders of Cumberland Advisors approximately 127,009 shares of Mid Penn common stock having a total value of approximately $2.3 million, and stock appreciation rights (“SARs”) having a maximum (capped) aggregate value of $1,200,000. The SARs are exercisable between the first and third anniversary of the closing date of the transaction. The shares of Mid Penn common stock and SARs were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. (2) None. Mid Penn adopted a treasury stock repurchase program ("Program") effective March 19, 2020. Subsequent to March 31, 2026, on April 21, 2026, the Board of Directors renewed the Program through April 30, 2027 and approved an increase in repurchase authorization permitting the repurchase of up to an additional $50.0 million of Mid Penn’s outstanding common stock. The Program permits repurchases of its common stock through open market transactions (including pursuant to trading plans adopted under SEC Rule 10b5-1) or privately negotiated transactions. Repurchases under the Program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The Program is able to be modified, suspended or terminated at any time, at Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The Program does not obligate Mid Penn to repurchase any shares. During the three months ended March 31, 2026, Mid Penn did not repurchase any shares of common stock. As of March 31, 2026, Mid Penn repurchased an aggregate total of 519,891 shares of common stock under the Program. 66 Table of Contents MID PENN BANCORP, INC. ITEM 3 – DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 – MINE SAFETY DISCLOSURES Not Applicable.