Item 1. Financial Statements
ITEM 1 – FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share data) June 30, 2026 December 31, 2025
ASSETS
Cash and due from banks $ 55,168 $ 46,695
Interest-bearing balances with other financial institutions 15,367 29,178
Federal funds sold 16,111 23,045
Total Cash and cash equivalents 86,646 98,918
Investment securities:
HTM, at amortized cost (fair value $ 346,306 and $ 321,702 , respectively)
372,866 347,285
AFS, at fair value (amortized cost $ 513,616 and $ 426,512 , respectively)
499,773 416,314
Equity securities, at fair value 5,387 5,446
Loans held-for-sale, at fair value 16,595 3,668
Loans, net of unearned income 5,617,169 4,862,838
Less: ACL - Loans ( 41,640 ) ( 36,091 )
Net loans 5,575,529 4,826,747
Premises and equipment, net 49,236 48,742
Operating lease right-of-use asset 15,872 15,169
Finance lease right-of-use asset 2,278 2,368
Cash surrender value of life insurance 117,515 95,351
Restricted investment in bank stocks 15,720 7,576
Accrued interest receivable 33,391 29,640
Deferred income taxes 23,227 21,416
Goodwill 157,121 136,620
Core deposit and other intangibles, net 31,173 14,657
Foreclosed assets held-for-sale 8,390 7,806
Other assets 52,191 56,173
Total Assets $ 7,062,910 $ 6,133,896
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 973,371 $ 834,013
Interest-bearing transaction accounts 3,299,576 2,829,175
Time 1,680,350 1,551,475
Total Deposits 5,953,297 5,214,663
Short-term borrowings 137,500 20,833
Long-term debt 2,902 23,139
Operating lease liability 16,275 15,405
Accrued interest payable 12,175 10,942
Other liabilities 38,854 34,856
Total Liabilities 6,161,003 5,319,838
Shareholders' Equity:
Common stock, par value $ 1.00 per share; 40,000,000 shares authorized at June 30, 2026 and December 31, 2025; 25,923,997 issued at June 30, 2026 and 23,567,094 at December 31, 2025; 25,320,686 outstanding at June 30, 2026 and 23,047,203 at December 31, 2025
25,924 23,567
Additional paid-in capital 661,903 589,421
Retained earnings 238,224 219,685
Accumulated other comprehensive loss ( 9,142 ) ( 6,323 )
Treasury stock, at cost; 603,311 shares at June 30, 2026 and 519,891 at December 31, 2025
( 15,002 ) ( 12,292 )
Total Shareholders’ Equity 901,907 814,058
Total Liabilities and Shareholders' Equity $ 7,062,910 $ 6,133,896
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands, except per share data) 2026 2025 2026 2025
INTEREST INCOME
Loans, including fees $ 88,574 $ 72,469 $ 165,373 $ 139,006
Investment securities:
Taxable 7,558 4,637 14,059 9,097
Tax-exempt 284 344 581 692
Other interest-bearing balances 117 142 227 280
Federal funds sold 159 2,428 378 2,689
Total Interest Income 96,692 80,020 180,618 151,764
INTEREST EXPENSE
Deposits 30,619 30,981 58,467 59,245
Short-term borrowings 764 86 1,467 376
Long-term and subordinated debt 29 747 155 1,428
Total Interest Expense 31,412 31,814 60,089 61,049
Net Interest Income 65,280 48,206 120,529 90,715
Provision for credit losses - loans 557 2,245 2,205 2,566
Benefit for credit losses - credit commitments ( 29 ) 24 ( 83 ) 4
Net provision for credit losses 528 2,269 2,122 2,570
Net Interest Income After Provision for Credit Losses $ 64,752 $ 45,937 $ 118,407 $ 88,145
NONINTEREST INCOME
Fiduciary and wealth management 3,891 1,406 7,552 2,546
ATM debit card interchange 1,169 958 2,204 1,877
Service charges on deposits 632 652 1,268 1,214
Mortgage banking 1,119 676 1,432 1,267
Mortgage hedging 113 ( 7 ) 193 ( 16 )
Net gain on sales of SBA loans 27 63 190 120
Earnings from cash surrender value of life insurance 1,041 491 1,746 765
Other 2,594 1,904 5,605 3,609
Total Noninterest Income 10,586 6,143 20,190 11,382
NONINTEREST EXPENSE
Salaries and employee benefits 26,945 20,753 50,291 37,062
Software licensing and utilization 4,155 3,272 7,756 5,846
Occupancy, net 2,891 2,365 6,145 4,639
Equipment 1,684 1,248 3,237 2,342
Shares tax 822 606 1,786 1,525
Legal and professional fees 2,157 993 3,846 1,819
ATM/card processing 689 621 1,446 1,354
Intangible amortization 1,819 744 3,119 1,172
FDIC Assessment 663 994 1,463 1,984
Loss/(gain) on sale of foreclosed assets, net 4 — 495 ( 28 )
Merger and acquisition 103 11,011 7,826 11,325
Other 5,835 5,191 12,315 9,400
Total Noninterest Expense 47,767 47,798 99,725 78,440
INCOME BEFORE PROVISION FOR INCOME TAXES $ 27,571 $ 4,282 $ 38,872 $ 21,087
Provision for income taxes 5,880 ( 480 ) 8,475 2,583
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 21,691 $ 4,762 $ 30,397 $ 18,504
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.86 $ 0.22 $ 1.23 $ 0.90
Diluted Earnings Per Common Share $ 0.85 $ 0.22 $ 1.22 $ 0.89
Weighted-average basic shares outstanding 25,330,234 21,566,617 24,643,437 20,467,349
Weighted-average diluted shares outstanding 25,624,750 21,599,435 24,936,085 20,768,834
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
June 30, Six Months Ended
June 30,
(In thousands) 2026 2025 2026 2025
Net income $ 21,691 $ 4,762 $ 30,397 $ 18,504
Other comprehensive income:
Unrealized (losses)/gains arising during the period on available-for-sale securities, net of income tax ( 872 ) 2,755 ( 2,818 ) 6,411
Unrealized holding (losses)/gains arising during the period on interest rate derivatives used in cash flow hedges, net of income tax ( 103 ) ( 338 ) 26 ( 1,322 )
Change in defined benefit plans, net of income tax (1)
( 10 ) ( 10 ) 21 6
Reclassification adjustment for settlement gains and other activity related to benefit plans, net of income tax (2)
— — ( 48 ) ( 26 )
Total other comprehensive (loss)/income ( 985 ) 2,407 ( 2,819 ) 5,069
Total comprehensive income $ 20,706 $ 7,169 $ 27,578 $ 23,573
(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 benefit plans includes settlement gains, amortization of prior service costs, and amortization of net gain or loss. Amounts are included in other income on the Consolidated Statements of Income within total noninterest income.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Treasury
Stock Total
Shareholders'
Equity
(Dollars in thousands, except per share data) Shares Amount
Balance, January 1, 2026 23,567,094 $ 23,567 $ 589,421 $ 219,685 $ ( 6,323 ) $ ( 12,292 ) $ 814,058
Net income — — — 8,706 — — 8,706
Total other comprehensive income — — — — ( 1,834 ) — ( 1,834 )
Common stock cash dividends declared, $ 0.22 per share
— — — ( 6,237 ) — — ( 6,237 )
Common stock issued in business combinations (1)
2,238,085 2,238 69,615 — — — 71,853
Stock options exercised — — 132 — — — 132
Repurchased stock — — — — — — —
Employee Stock Purchase Plan 5,352 5 161 — — — 166
Director Stock Purchase Plan 855 1 27 — — — 28
Restricted stock activity 5,268 6 527 — — — 533
Balance, March 31, 2026 25,816,654 25,817 659,883 222,154 ( 8,157 ) ( 12,292 ) 887,405
Net income — — — 21,691 — — 21,691
Total other comprehensive income — — — — ( 985 ) — ( 985 )
Common stock cash dividends declared, $ 0.22 per share
— — — ( 5,621 ) — — ( 5,621 )
Stock options exercised 33,807 34 1,042 — — — 1,076
Repurchased stock — — — — — ( 2,710 ) ( 2,710 )
Employee Stock Purchase Plan 4,470 4 139 — — — 143
Director Stock Purchase Plan 791 1 27 — — — 28
Restricted stock activity 68,275 68 812 — — — 880
Balance, June 30, 2026 25,923,997 25,924 661,903 238,224 ( 9,142 ) ( 15,002 ) 901,907
(1) Shares issued on January 1, 2026 and February 27, 2026 as a result of the Cumberland Advisors and 1st Colonial acquisitions. See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information.
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MID PENN BANCORP, INC.
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Total
Shareholders'
Equity
(Dollars in thousands, except per share data) Shares Amount
Balance, January 1, 2025 19,796,519 $ 19,797 $ 480,491 $ 181,597 $ ( 16,825 ) $ ( 10,042 ) $ 655,018
Net income — — — 13,742 — — 13,742
Total other comprehensive loss — — — — 2,662 — 2,662
Common stock cash dividends declared, $ 0.20 per share
— — — ( 3,870 ) — — ( 3,870 )
Repurchased stock — — — — — — —
Employee Stock Purchase Plan 5,311 5 132 — — — 137
Director Stock Purchase Plan 986 1 25 — — — 26
Restricted stock activity — — 218 — — — 218
Balance, March 31, 2025 19,802,816 $ 19,803 $ 480,866 $ 191,469 $ ( 14,163 ) $ ( 10,042 ) $ 667,933
Net income — — — 4,762 — — 4,762
Total other comprehensive loss — — — — 2,407 — 2,407
Common stock cash dividends declared, $ 0.20 per share
— — — ( 4,657 ) — — ( 4,657 )
Common stock issued in business combinations (1)
3,506,795 3,507 99,699 — — — 103,206
Stock options exercised 31,323 31 3,333 — — — 3,364
Repurchased stock — — — — — ( 1,778 ) ( 1,778 )
Employee Stock Purchase Plan 4,636 5 115 — — — 120
Director Stock Purchase Plan 901 1 24 — — — 25
Restricted stock activity 72,257 72 254 — — — 326
Balance, June 30, 2025 23,418,728 $ 23,419 $ 584,291 $ 191,574 $ ( 11,756 ) $ ( 11,820 ) $ 775,708
(1) Shares issued on April 30, 2025 as a result of the William Penn acquisition. See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30,
(In thousands) 2026 2025
Operating Activities:
Net Income $ 30,397 $ 18,504
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 2,122 2,570
Depreciation 3,036 2,305
Amortization of intangibles 3,119 1,172
Net amortization of security discounts/premiums 388 132
Noncash operating lease expense 1,710 1,335
Amortization of finance lease right-of-use asset 90 90
Loss on sales of investment securities — 243
Earnings on cash surrender value of life insurance ( 1,746 ) ( 765 )
Mortgage loans originated for sale ( 50,301 ) ( 31,868 )
Proceeds from sales of mortgage loans originated for sale 38,806 34,098
Gain on sale of mortgage loans ( 1,432 ) ( 1,267 )
SBA loans originated for sale ( 3,111 ) ( 1,783 )
Proceeds from sales of SBA loans originated for sale 3,301 1,903
Gain on sale of SBA loans ( 190 ) ( 120 )
Gain on sale of property, plant, and equipment — ( 10 )
Loss/(gain) on sale or write-down of foreclosed assets 495 ( 28 )
Discount on subordinated debt — ( 307 )
Accretion of loan fair value marks 4,293 2,882
Restricted stock compensation expense 1,413 544
Stock option expense 1,208 3,364
Deferred income tax expense 2,115 1,451
Increase in accrued interest receivable 307 571
Increase in other assets 8,055 4,586
Increase/(decrease) in accrued interest payable 1,105 ( 92 )
Increase in operating lease liability 805 4,928
Increase in other liabilities 850 2,310
Net Cash Provided By Operating Activities $ 46,835 $ 46,748
Investing Activities:
Proceeds from the maturity or call of available-for-sale securities 50,596 19,430
Purchases of available-for-sale securities ( 138,770 ) ( 155,899 )
Proceeds from the maturity or call of held-to-maturity securities 19,785 18,295
Purchases of held-to-maturity securities ( 45,435 ) —
Redemption of restricted investment in bank stock 11,782 8,962
Purchases of restricted investment in bank stock ( 19,927 ) ( 8,611 )
Net cash received from acquisitions 162,829 218,112
Net (increase)/decrease in loans ( 174,668 ) 2,276
Purchases of bank premises and equipment ( 2,593 ) ( 4,483 )
Proceeds from the sale of premises and equipment — 120
Proceeds from the sale of foreclosed assets 209 72
Proceeds from bank-owned life insurance 2,022 444
Net change in investments in tax credits and other partnerships 1,113 1,202
Net Cash (Used in)/Provided by Investing Activities $ ( 133,057 ) $ 99,920
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MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)
Financing Activities:
Net (decrease)/increase in deposits ( 8,277 ) 139,977
Common stock dividends paid ( 11,858 ) ( 8,527 )
Proceeds from Employee and Director Stock Purchase Plan stock issuance 365 308
Treasury stock purchased ( 2,710 ) ( 1,778 )
Net change in finance lease liability ( 75 ) ( 72 )
Proceeds from short-term borrowings 658,667 —
Repayment of short-term borrowings ( 542,000 ) ( 2,000 )
Long-term debt repayment ( 20,162 ) ( 157 )
Subordinated debt redemption — ( 8,131 )
Cash paid in lieu of fractional shares — ( 7 )
Net Cash Provided by Financing Activities 73,950 119,613
Net (decrease)/increase in cash and cash equivalents ( 12,272 ) 266,281
Cash and cash equivalents, beginning of period 98,918 70,564
Cash and cash equivalents, end of period $ 86,646 $ 336,845
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 58,856 $ 61,112
Cash paid for income taxes 758 399
Supplemental Noncash Disclosures:
Recognition of operating lease right-of-use assets $ 65 $ 2,322
Recognition of operating lease liabilities 65 2,322
Loans transferred to foreclosed assets held-for-sale 1,288 9,816
Common Stock issued to Cumberland Advisors and 1st Colonial Shareholders 2,238 —
Fair value of assets acquired in business combination, excluding cash (1)(2)
$ 756,794 $ 688,669
Goodwill recorded (1)(2)
20,391 7,313
Fair value of liabilities assumed in business combination (1)(2)
753,509 630,181
Fair value of shares issued in business combination (1)(2)
71,853 103,213
(1) Includes the impact of the 1st Colonial acquisition on February 27, 2026 and the Cumberland Advisors acquisition on January 1, 2026 . See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information .
( 2 ) Includes the impact of the William Penn acquisition on April 30, 2025 and the Charis Insurance Group acquisition on May 12, 2025. See "Note 2 - Business Combinations" to the Consolidated Financial Statements for more information .
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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MID PENN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Mid Penn Bancorp, Inc. ("Mid Penn" or the "Corporation"), through operations conducted by Mid Penn Bank (the "Bank") and its nonbank subsidiaries, engages in a full-service commercial banking and trust business, making available to the community a wide range of financial services, including, but not limited to, mortgage and home equity loans, secured and unsecured commercial and consumer loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government loans, and various types of time and demand deposits including but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit, and Individual Retirement Accounts ("IRA"). In addition, the Bank provides a full range of trust and wealth management services through its Trust Department. Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by law.
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.
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
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 Cumberland Advisors, LLC and MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC. Mid Penn has only one reportable segment for financial reporting purposes. All intercompany accounts and transactions have been eliminated in consolidation.
Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Mid Penn believes the information presented is not misleading, and the disclosures are adequate. In the opinion of management, all adjustments necessary for fair presentation of the periods presented have been reflected in the accompanying consolidated financial statements. All such adjustments are of a normal, recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2025 Annual Report.
Use of Estimates
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.
Material estimates subject to significant change include the allowance for credit losses, expected cash flows on acquired loans, business combination fair value computations, and the valuation of goodwill and other intangible assets.
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MID PENN BANCORP, INC.
Recent Accounting Pronouncements
Accounting Standards Adopted in 2026
Effective January 1, 2026, the Corporation adopted ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans . The impact of adoption is reflected in the ACL rollforward in "Note 4 - Loans and Allowance for Credit Losses". The adoption did not result in a cumulative-effect adjustment to beginning retained earnings.
Accounting Standards Pending Adoption
ASU 2024-03 : The FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
The amendments in the ASU improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2025-01 - The FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date
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. 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. Early adoption is permitted. ASU 2025-01 is not expected to have a significant impact on the Corporation's financial statements.
ASU 2025-09 - The FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
The amendments in this ASU refine hedge accounting guidance to better align accounting with risk management strategies. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods therein. Early adoption is permitted. ASU 2025-09 is not expected to have a significant impact on the Corporation's financial statements.
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.
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MID PENN BANCORP, INC.
Note 2 - Business Combinations
Cumberland Advisors, Inc. Acquisition
On January 1, 2026, Mid Penn completed its acquisition of Cumberland Advisors, Inc., a registered investment advisory firm, for total consideration of $ 5.5 million. As a result of the acquisition, Mid Penn paid holders of Cumberland Advisors, Inc. common stock $ 1.6 million in cash and issued 127,009 shares of Mid Penn common stock.
In connection with the acquisition, Cumberland Advisors, Inc. was merged into a newly formed Mid Penn acquisition subsidiary and now operates as Cumberland Advisors, LLC. As of June 30, 2026, Cumberland Advisors, LLC had approximately $ 2.8 billion in assets under management.
Mid Penn recognized goodwill of $ 5.1 million, and a customer list intangible of $ 2.1 million as a result of the acquisition.
Mid Penn incurred merger-related expenses related to the Cumberland Advisors Acquisition of $ 79 thousand and $ 622 thousand for the three and six months ended June 30, 2026, respectively, which is included in noninterest expense in the Consolidated Statements of Income.
1st Colonial Bancorp, Inc. Acquisition
On February 27, 2026, Mid Penn completed its acquisition of 1st Colonial Bancorp, Inc., through the merger of 1st Colonial with and into Mid Penn. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations.
In connection with the merger, Mid Penn issued 2,111,076 shares of Mid Penn common stock and paid holders of 1st Colonial common stock approximately $ 37.5 million in cash. Each share of Mid Penn common stock outstanding prior to the merger remained outstanding and unaffected by the merger.
Mid Penn recognized goodwill of $ 15.3 million, and a core deposit intangible asset of $ 17.3 million as a result of this acquisition. This is calculated as the excess of consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired. Goodwill is primarily comprised of expected synergies, the assembled workforce, and expanded market presence. Goodwill is not deductible for income tax purposes.
Mid Penn incurred merger-related expenses related to 1st Colonial acquisition of $ 19 thousand and $ 7.2 million for the three and six months ended June 30, 2026, 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. Mid Penn considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination. 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.
As part of the 1st Colonial acquisition, Mid Penn acquired PSL and PCD loans of $ 599.4 million and $ 7.4 million, respectively. The day 1 allowance recorded at acquisition was $ 4.4 million, including $ 977 thousand related to PCD loans. The related fair value adjustment reflected both expected credit losses recognized at acquisition and other loan valuation factors, including interest rate risk and liquidity considerations.
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MID PENN BANCORP, INC.
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:
(In thousands)
Assets acquired:
Cash and cash equivalents $ 89,568
Federal funds sold 17
Investment securities 114,405
Loans held for sale 4,031
Loans 581,823
Core deposit intangible 17,322
Premises and equipment 860
Operating lease right-of-use asset 1,513
Cash surrender value of life insurance 22,440
Deferred income taxes 2,647
Accrued interest receivable 4,058
Other assets 3,816
Total assets acquired $ 842,500
Liabilities assumed:
Deposits:
Noninterest-bearing demand 84,208
Interest-bearing demand 451,441
Money market 9,202
Savings 109,200
Time 92,860
Operating lease liability 1,513
Accrued interest payable 128
Other liabilities 3,114
Total liabilities assumed $ 751,666
Consideration transferred $ 106,120
Cash paid in lieu of fractional shares $ 2
Cash consideration for common stock 37,489
Purchase price assigned to stock options settled for cash 716
Fair value of common stock issued 67,913
Total $ 106,120
Reconciliation to consideration transferred:
Total assets acquired $ 842,500
Total liabilities assumed 751,666
Net assets acquired 90,834
Goodwill 15,286
Consideration transferred $ 106,120
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MID PENN BANCORP, INC.
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. During this measurement period, Mid Penn may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.
1st Colonial contributed approximately $ 3.8 million of total revenue and $ 2.8 million of net income to Mid Penn's consolidated results for the three months ended June 30, 2026. For the six months ended June 30, 2026, 1st Colonial contributed approximately $ 5.0 million of total revenue and $ 3.7 million of net income to Mid Penn's consolidated results.
The following supplemental pro forma information presents certain financial results for the three and six months ended June 30, 2026 and 2025 as if the merger of 1st Colonial was effective as of January 1, 2025. 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.
(In thousands) Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net interest income after provision for credit losses - loans $ 64,752 $ 52,203 $ 122,817 $ 100,827
Noninterest income 10,586 7,941 20,607 14,058
Noninterest expense 47,767 53,115 105,863 88,980
Net income $ 21,691 $ 7,015 $ 29,666 $ 22,415
William Penn Acquisition
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.
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 recognized total goodwill of $ 6.9 million, and a core deposit intangible asset of $ 9.0 million as a result of this acquisition. This is calculated as the excess of consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired. Goodwill is primarily comprised of expected synergies and an assembled workforce. Goodwill is not deductible for income tax purposes.
The purchase accounting for the transaction was finalized as of December 31, 2025, and no material measurement adjustments were recorded during the six months ended June 30, 2026.
Charis Insurance Group, Inc. Acquisition
On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc. (Charis Insurance Group), which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $ 4.0 million.
Mid Penn recognized total goodwill of $ 1.6 million, which is calculated as the excess of consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.
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MID PENN BANCORP, INC.
Note 3 - Investment Securities
AFS Securities
As of June 30, 2026, the fair value of AFS securities totaled $ 499.8 million. As of June 30, 2026, no securities were identified that violated credit loss triggers; therefore, no discounted cash flow analysis was required. As of June 30, 2026, 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. As of June 30, 2026, accrued interest receivable totaled $ 2.2 million for AFS securities, and was reported in accrued interest receivable on the accompanying Consolidated Balance Sheet.
HTM Securities
As of June 30, 2026, Mid Penn’s HTM securities totaled $ 372.9 million. 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 June 30, 2026, the majority of Mid Penn's HTM securities were rated investment grade, generally 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. Management has the intent and ability to hold these securities to maturity.
As of June 30, 2026, there were no HTM securities that were past due 30 days or more as to principal or interest payments. Additionally, Mid Penn had no HTM securities classified as nonaccrual as of June 30, 2026. As of June 30, 2026, 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. As of June 30, 2026, accrued interest receivable totaled $ 2.1 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:
June 30, 2026
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Estimated
Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies $ 17,294 $ — $ 460 $ 16,834
Mortgage-backed U.S. government agencies 441,388 1,800 13,190 429,998
State and political subdivision obligations 4,287 — 497 3,790
Corporate debt securities 50,647 351 1,847 49,151
Total available-for-sale debt securities $ 513,616 $ 2,151 $ 15,994 $ 499,773
Held-to-maturity
U.S. Treasury and U.S. government agencies $ 223,550 $ — $ 17,760 $ 205,790
Mortgage-backed U.S. government agencies 29,916 2 3,741 26,177
State and political subdivision obligations 106,950 3 4,022 102,931
Corporate debt securities 12,450 — 1,042 11,408
Total held-to-maturity debt securities 372,866 5 26,565 346,306
Total $ 886,482 $ 2,156 $ 42,559 $ 846,079
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December 31, 2025
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized
Losses Estimated
Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies $ 19,446 $ — $ 380 $ 19,066
Mortgage-backed U.S. government agencies 361,109 3,788 11,500 353,397
State and political subdivision obligations 4,319 — 485 3,834
Corporate debt securities 41,638 249 1,870 40,017
Total available-for-sale debt securities $ 426,512 $ 4,037 $ 14,235 $ 416,314
Held-to-maturity
U.S. Treasury and U.S. government agencies $ 231,980 $ — $ 16,566 $ 215,414
Mortgage-backed U.S. government agencies 32,418 4 3,747 28,675
State and political subdivision obligations 67,441 12 4,043 63,410
Corporate debt securities 15,446 — 1,243 14,203
Total held-to-maturity debt securities 347,285 16 25,599 321,702
Total $ 773,797 $ 4,053 $ 39,834 $ 738,016
Estimated fair values of debt securities are based on quoted market prices, where applicable. If quoted market prices are not available, fair values are based on quoted market prices of instruments of a similar type, credit quality and structure, adjusted for differences between the quoted instruments and the instruments being valued. See "Note 8 - Fair Value Measurement ," for additional information.
Investment securities having a fair value of $ 525.4 million as of June 30, 2026 and $ 544.7 million as of December 31, 2025 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. These FHLB letter of credit commitments totaled $ 399.6 million as of June 30, 2026 and $ 162.5 million as of December 31, 2025.
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 for the periods presented:
(Dollars in thousands) Less Than 12 Months 12 Months or More Total
June 30, 2026 Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies — $ — $ — 9 $ 16,834 $ 460 9 $ 16,834 $ 460
Mortgage-backed U.S. government agencies 56 337,430 1,335 83 92,568 11,855 139 429,998 13,190
State and political subdivision obligations — — — 8 3,790 497 8 3,790 497
Corporate debt securities 11 29,152 96 12 19,999 1,751 23 49,151 1,847
Total available-for-sale debt securities 67 $ 366,582 $ 1,431 112 $ 133,191 $ 14,563 179 $ 499,773 $ 15,994
Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies 3 $ 5,735 $ 96 128 $ 200,055 $ 17,664 131 $ 205,790 $ 17,760
Mortgage-backed U.S. government agencies 5 885 7 58 25,292 3,734 63 26,177 3,741
State and political subdivision obligations 40 52,194 25 118 50,737 3,997 158 102,931 4,022
Corporate debt securities 2 2,500 — 7 8,908 1,042 9 11,408 1,042
Total held-to-maturity debt securities 50 61,314 128 311 284,992 26,437 361 346,306 26,565
Total 117 $ 427,896 $ 1,559 423 $ 418,183 $ 41,000 540 $ 846,079 $ 42,559
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(Dollars in thousands) Less Than 12 Months 12 Months or More Total
December 31, 2025 Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses Number
of
Securities Estimated
Fair
Value Gross
Unrealized
Losses
Available-for-sale securities:
U.S. Treasury and U.S. government agencies — $ — $ — 10 $ 19,066 $ 380 10 $ 19,066 $ 380
Mortgage-backed U.S. government agencies 27 208,676 141 91 144,721 11,359 118 353,397 11,500
State and political subdivision obligations 1 24 — 8 3,810 485 9 3,834 485
Corporate debt securities 8 18,573 64 14 21,444 1,806 22 40,017 1,870
Total available-for-sale securities 36 $ 227,273 $ 205 $ 123 $ 189,041 $ 14,030 159 $ 416,314 $ 14,235
Held-to-maturity securities:
U.S. Treasury and U.S. government agencies — $ — $ — 137 $ 215,414 $ 16,566 137 $ 215,414 $ 16,566
Mortgage-backed U.S. government agencies 4 423 — 60 28,252 3,747 64 28,675 3,747
State and political subdivision obligations 12 4,401 2 139 59,009 4,041 151 63,410 4,043
Corporate debt securities 3 3,368 128 9 10,835 1,115 12 14,203 1,243
Total held-to-maturity securities 19 8,192 130 345 313,510 25,469 364 321,702 25,599
Total 55 $ 235,465 $ 335 468 $ 502,551 $ 39,499 523 $ 738,016 $ 39,834
As of June 30, 2026 and December 31, 2025, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S. Treasury and U.S. government agencies, and mortgage-backed U.S. government agencies.
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 June 30, 2026 and December 31, 2025, 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.
There were no gross realized gains or losses on the sale of AFS securities as of June 30, 2026 and December 31, 2025, respectively.
The table below illustrates the contractual maturity of debt investment securities at amortized cost and estimated fair value. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without call or prepayment penalties.
(In thousands) Available-for-sale Held-to-maturity
June 30, 2026 Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due in 1 year or less $ 12,409 $ 12,242 $ 68,961 $ 68,762
Due after 1 year but within 5 years 11,397 11,297 170,758 159,585
Due after 5 years but within 10 years 47,578 45,558 94,729 84,353
Due after 10 years 844 678 8,502 7,429
72,228 69,775 342,950 320,129
Mortgage-backed securities 441,388 429,998 29,916 26,177
$ 513,616 $ 499,773 $ 372,866 $ 346,306
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MID PENN BANCORP, INC.
Note 4 - Loans and Allowance for Credit Losses - Loans
Loans, net of unearned income, are summarized as follows by portfolio segment:
(In thousands) June 30, 2026 December 31, 2025
Commercial real estate
CRE Nonowner Occupied $ 1,599,855 $ 1,364,040
CRE Owner Occupied 830,915 718,864
Multifamily 446,216 419,267
Farmland 240,517 227,816
Total Commercial real estate 3,117,503 2,729,987
Commercial and industrial
728,431 720,031
Construction
Residential Construction 87,934 85,299
Other Construction 330,502 310,390
Total Construction 418,436 395,689
Residential mortgage
1-4 Family 1st Lien 574,948 417,421
1-4 Family Rental 470,501 410,965
HELOC and Junior Liens 297,241 178,116
Total Residential Mortgage 1,342,690 1,006,502
Consumer 10,109 10,629
Total loans $ 5,617,169 $ 4,862,838
Total loans are stated at the amount of unpaid principal, adjusted for net deferred fees and costs. Net deferred loan fees were $ 3.1 million and $ 2.8 million as of June 30, 2026 and December 31, 2025, respectively.
Accrued interest receivable is not included in the amortized cost basis of Mid Penn's loans. Accrued interest receivable for loans totaled $ 28.5 million and $ 25.7 million as of June 30, 2026 and December 31, 2025, respectively, with no related ACL and was reported in other assets on the accompanying Consolidated Balance Sheet.
Past Due and Nonaccrual Loans
The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The classes of the loan portfolio summarized by the past due status as of June 30, 2026 and December 31, 2025, are summarized as follows:
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(In thousands) 30-59
Days Past
Due 60-89
Days Past
Due Greater
than 90
Days Total Past
Due Current Total Loans Loans
Receivable
> 90 Days and
Accruing
June 30, 2026
Commercial real estate
CRE Nonowner Occupied $ 199 $ 1,767 $ 3,947 $ 5,913 $ 1,593,942 $ 1,599,855 $ —
CRE Owner Occupied 2,650 32 3,775 6,457 824,458 830,915 —
Multifamily — — 287 287 445,929 446,216 —
Farmland — 79 1,459 1,538 238,979 240,517 —
Total Commercial real estate 2,849 1,878 9,468 14,195 3,103,308 3,117,503 —
Commercial and industrial 3,157 419 12,404 15,980 712,451 728,431 —
Construction
Residential Construction 340 — — 340 87,594 87,934 —
Other Construction 1,108 — — 1,108 329,394 330,502 —
Total Construction 1,448 — — 1,448 416,988 418,436 —
Residential mortgage
1-4 Family 1st Lien 778 381 1,381 2,540 572,408 574,948 213
1-4 Family Rental 977 — 273 1,250 469,251 470,501 —
HELOC and Junior Liens 2,085 793 1,609 4,487 292,754 297,241 —
Total Residential Mortgage 3,840 1,174 3,263 8,277 1,334,413 1,342,690 213
Consumer 5 3 12 20 10,089 10,109 —
Total $ 11,299 $ 3,474 $ 25,147 $ 39,920 $ 5,577,249 $ 5,617,169 $ 213
(In thousands) 30-59
Days Past
Due 60-89
Days Past
Due Greater
than 90
Days Total Past
Due Current Total Loans Loans
Receivable
> 90 Days and
Accruing
December 31, 2025
Commercial real estate
CRE Nonowner Occupied $ 278 $ — $ 5,144 $ 5,422 $ 1,358,618 $ 1,364,040 $ —
CRE Owner Occupied 2,022 58 901 2,981 715,883 718,864 —
Multifamily — 196 — 196 419,071 419,267 —
Farmland — 1,581 46 1,627 226,189 227,816 —
Total Commercial real estate 2,300 1,835 6,091 10,226 2,719,761 2,729,987 —
Commercial and industrial 3,740 1,006 6,804 11,550 708,481 720,031 —
Construction
Residential Construction — — — — 85,299 85,299 —
Other Construction 230 — — 230 310,160 310,390 —
Total Construction 230 — — 230 395,459 395,689 —
Residential mortgage
1-4 Family 1st Lien 4,192 165 484 4,841 412,580 417,421 —
1-4 Family Rental 812 1,054 1,047 2,913 408,052 410,965 —
HELOC and Junior Liens 1,474 486 1,815 3,775 174,341 178,116 —
Total Residential Mortgage 6,478 1,705 3,346 11,529 994,973 1,006,502 —
Consumer 7 14 — 21 10,608 10,629 —
Total $ 12,755 $ 4,560 $ 16,241 $ 33,556 $ 4,829,282 $ 4,862,838 $ —
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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. Nonaccrual loans totaled $ 213 thousand, and there were no loans greater than 90 days past due and still accruing as of June 30, 2026 and December 31, 2025, respectively.
Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of June 30, 2026 and December 31, 2025 are summarized as follows:
June 30, 2026 December 31, 2025
(In thousands) With a Related Allowance Without a Related Allowance Total With a Related Allowance Without a Related Allowance Total
Commercial real estate
CRE Nonowner Occupied $ 1,686 $ 2,261 $ 3,947 $ 2,873 $ 2,271 $ 5,144
CRE Owner Occupied 509 3,443 3,952 509 2,043 2,552
Multifamily — 405 405 — 131 131
Farmland 373 1,166 1,539 — 46 46
Total Commercial real estate 2,568 7,275 9,843 3,382 4,491 7,873
Commercial and industrial 10,788 1,994 12,782 10,519 398 10,917
Residential mortgage
1-4 Family 1st Lien — 3,468 3,468 24 1,188 1,212
1-4 Family Rental — 314 314 146 949 1,095
HELOC and Junior Liens 104 1,897 2,001 — 1,840 1,840
Total Residential Mortgage 104 5,679 5,783 170 3,977 4,147
Consumer — 12 12 — 14 14
Total loans $ 13,460 $ 14,960 $ 28,420 $ 14,071 $ 8,880 $ 22,951
The amount of interest income recognized on nonaccrual loans was approximately $ 2.4 million and $ 674 thousand during the three months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, the amount of interest income recognized on nonaccrual loans was approximately $ 2.5 million and $ 801 thousand, respectively.
Credit Quality Indicators
Mid Penn categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. On a minimum of a quarterly basis, Mid Penn analyzes loans individually to classify the loans as to their credit risk. The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.
PASS - This type of classification consists of 6 subcategories:
Nominal Risk / Pass - This loan classification is a credit extension of the highest quality.
Moderate Risk / Pass - This type of classification has strong financial ratios, substantial debt capacity, and low leverage with a very favorable comparison to industry peers or better than average improving trends.
Good Acceptable Risk / Pass - This type of classification is a reasonable credit risk having financial ratios on par with its peers and demonstrates slightly improving trends over time; the Borrower lists good quality assets with relatively low leverage and ample debt capacity.
Average Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality; however, the leverage is worse than average compared to industry standards; the Borrower should have a good repayment history and possess consistent earnings with some growth.
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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; however, the Borrower demonstrates marginally adequate earnings, cash flow and debt service plus positive trends.
Weak/Monitor Risk (Watch list) / Pass - This type of classification has financial ratios that are slightly below standard industry averages and assets are below average quality with unstable values; fixed assets could be near or at the end of their useful life and liabilities may not match the asset structure.
SPECIAL MENTION - These credits have developing weaknesses deserving extra attention from the lender and lending management. They are currently protected, but potentially weak. The weakness may be cash flow, leverage, liquidity, management, industry or other factors which may, if not checked or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date.
SUBSTANDARD - These credit extensions also have well defined weaknesses, which are inadequately protected by the current worth and debt service capacity of the Borrower or the collateral pledged, if any. The repayment of principal and interest as originally intended can be jeopardized by defined weaknesses related to adverse financial, managerial, economic, market or political conditions.
DOUBTFUL - These credits have definite weaknesses inherent in Substandard loans with added characteristics that are severe enough to make further collection in full highly questionable and improbable based on the current trends.
LOSS - These loans are considered uncollectible and no longer a viable asset of the Bank. They lack an identifiable source of repayment based on an inability to generate sufficient cash flow to service their debt. All trends are negative and the damage to the financial condition of the borrower can’t be reversed now or in the near future.
The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal:
June 30, 2026
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized
Cost Basis
(In thousands) 2026 2025 2024 2023 2022 Prior Total
CRE Nonowner Occupied
Pass $ 192,454 $ 174,223 $ 132,305 $ 207,490 $ 366,796 $ 500,719 $ 15,133 $ 1,589,120
Special mention — — 333 — — 333 — 666
Substandard or lower — — — 1,686 — 8,383 — 10,069
Total CRE Nonowner Occupied 192,454 174,223 132,638 209,176 366,796 509,435 15,133 1,599,855
Gross charge-offs — — — ( 498 ) — ( 3 ) — ( 501 )
Current period recoveries — — — — — — — —
Net charge-offs — — — ( 498 ) — ( 3 ) — ( 501 )
CRE Owner Occupied
Pass 77,592 126,627 59,954 110,219 107,448 306,067 16,292 804,199
Special mention — — 1,568 890 11,337 6,800 — 20,595
Substandard or lower — — — — 1,909 4,212 — 6,121
Total CRE Owner Occupied 77,592 126,627 61,522 111,109 120,694 317,079 16,292 830,915
Gross charge-offs — — — — — — — —
Current period recoveries — — 95 — — — — 95
Net charge-offs — — 95 — — — — 95
Multifamily
Pass 19,937 41,038 20,891 50,615 161,072 147,252 4,628 445,433
Special mention — — — — — 378 — 378
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Substandard or lower — — 287 — — 118 — 405
Total Multifamily 19,937 41,038 21,178 50,615 161,072 147,748 4,628 446,216
Gross charge-offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge-offs — — — — — — — —
Farmland
Pass 25,984 29,404 21,157 21,985 49,205 74,172 15,089 236,996
Special mention — — — 422 — — — 422
Substandard or lower — — — 373 — 2,606 120 3,099
Total Farmland 25,984 29,404 21,157 22,780 49,205 76,778 15,209 240,517
Gross charge-offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge-offs — — — — — — — —
Commercial and industrial
Pass 49,772 88,755 84,768 54,605 49,340 125,632 237,844 690,716
Special mention — — — 673 3,255 2,743 3,522 10,193
Substandard or lower — — 510 18,503 4,006 3,331 1,172 27,522
Total Commercial and industrial 49,772 88,755 85,278 73,781 56,601 131,706 242,538 728,431
Gross charge-offs — — — — — — — —
Current period recoveries — — — 4 — 2 — 6
Net charge-offs — — — 4 — 2 — 6
Residential Construction
Pass 20,597 36,346 2,224 11,844 397 — 16,526 87,934
Special mention — — — — — — — —
Substandard or lower — — — — — — — —
Total Residential Construction 20,597 36,346 2,224 11,844 397 — 16,526 87,934
Gross charge-offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge-offs — — — — — — — —
Other Construction
Pass 22,744 127,559 53,252 49,522 41,743 17,076 18,606 330,502
Special mention — — — — — — — —
Substandard or lower — — — — — — — —
Total Other Construction 22,744 127,559 53,252 49,522 41,743 17,076 18,606 330,502
Gross charge-offs — — — — — — — —
Current period recoveries — — — — — — — —
Net charge-offs — — — — — — — —
1-4 Family 1st Lien
Performing 44,544 21,318 28,048 57,731 46,636 367,874 1,646 567,797
Nonperforming 3,566 1,376 324 100 — 1,785 — 7,151
Total 1-4 Family 1st Lien 48,110 22,694 28,372 57,831 46,636 369,659 1,646 574,948
Gross charge-offs — — — — — — — —
Current period recoveries — — — — — 5 — 5
Net recoveries — — — — — 5 — 5
1-4 Family Rental
Performing 40,302 49,615 23,495 44,515 102,081 198,889 7,967 466,864
Nonperforming — — — — 336 3,301 — 3,637
Total 1-4 Family Rental 40,302 49,615 23,495 44,515 102,417 202,190 7,967 470,501
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Gross charge-offs — — — — — ( 13 ) — ( 13 )
Current period recoveries — — — — — 13 — 13
Net charge-offs — — — — — — — —
HELOC and Junior Liens
Performing 4,279 10,811 5,882 18,376 8,778 24,064 220,691 292,881
Nonperforming — — 1,128 89 138 2,004 1,001 4,360
Total HELOC and Junior Liens 4,279 10,811 7,010 18,465 8,916 26,068 221,692 297,241
Gross charge-offs — — — ( 48 ) — — — ( 48 )
Current period recoveries — — — — — — — —
Net charge-offs — — — ( 48 ) — — — ( 48 )
Consumer
Performing 4,102 930 1,006 702 237 658 2,449 10,084
Nonperforming — — — 25 — — — 25
Total Consumer 4,102 930 1,006 727 237 658 2,449 10,109
Gross charge-offs — — — — — ( 652 ) — ( 652 )
Current period recoveries — — — — — 24 — 24
Net charge-offs — — — — — ( 628 ) — ( 628 )
Total
Pass $ 409,080 $ 623,952 $ 374,551 $ 506,280 $ 776,001 $ 1,170,918 $ 324,118 $ 4,184,900
Special mention — — 1,901 1,985 14,592 10,254 3,522 32,254
Substandard or lower — — 797 20,562 5,915 18,650 1,292 47,216
Performing 93,227 82,674 58,431 121,324 157,732 591,485 232,753 1,337,626
Nonperforming 3,566 1,376 1,452 214 474 7,090 1,001 15,173
Total $ 505,873 $ 708,002 $ 437,132 $ 650,365 $ 954,714 $ 1,798,397 $ 562,686 $ 5,617,169
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MID PENN BANCORP, INC.
December 31, 2025
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized
Cost Basis
(In thousands) 2025 2024 2023 2022 2021 Prior Total
CRE Nonowner Occupied
Pass $ 156,421 $ 98,728 $ 188,873 $ 358,610 $ 156,310 $ 375,646 $ 16,109 $ 1,350,697
Special mention — — 1,698 — — 90 — 1,788
Substandard or lower — — 1,540 — — 10,015 — 11,555
Total CRE Nonowner Occupied 156,421 98,728 192,111 358,610 156,310 385,751 16,109 1,364,040
Gross charge-offs — — — ( 691 ) — ( 394 ) — ( 1,085 )
Current period recoveries — — — 301 — 4 — 305
Net charge-offs — — — ( 390 ) — ( 390 ) — ( 780 )
CRE Owner Occupied
Pass 119,632 65,978 97,419 105,690 64,478 239,464 16,370 709,031
Special mention — — 922 1,576 172 2,939 — 5,609
Substandard or lower — 181 — 1,888 177 1,978 — 4,224
Total CRE Owner Occupied 119,632 66,159 98,341 109,154 64,827 244,381 16,370 718,864
Gross charge-offs — ( 346 ) — — — — — ( 346 )
Net charge-offs — ( 346 ) — — — — — ( 346 )
Multifamily
Pass 37,788 4,816 62,305 156,236 68,254 86,424 3,271 419,094
Special mention — — — — — 42 — 42
Substandard or lower — — — — — 131 — 131
Total Multifamily 37,788 4,816 62,305 156,236 68,254 86,597 3,271 419,267
Farmland
Pass 29,858 23,228 24,273 51,055 36,651 44,326 15,255 224,646
Special mention — — 428 — — — — 428
Substandard or lower — — 397 — 2,299 46 — 2,742
Total Farmland 29,858 23,228 25,098 51,055 38,950 44,372 15,255 227,816
Commercial and industrial
Pass 96,562 89,541 70,773 64,532 41,663 90,534 240,497 694,102
Special mention — — — 87 — 1,495 — 1,582
Substandard or lower — 115 15,663 500 1,249 1,299 5,521 24,347
Total Commercial and industrial 96,562 89,656 86,436 65,119 42,912 93,328 246,018 720,031
Gross charge-offs — — — — — ( 294 ) — ( 294 )
Current period recoveries — — 1 — — 8 — 9
Net charge-offs — — 1 — — ( 286 ) — ( 285 )
Residential construction
Pass 29,399 27,382 17,469 351 — — 10,698 85,299
Total Residential construction 29,399 27,382 17,469 351 — — 10,698 85,299
Other construction
Pass 64,396 79,617 74,890 42,758 7,790 12,387 28,552 310,390
Total Other construction 64,396 79,617 74,890 42,758 7,790 12,387 28,552 310,390
1-4 Family 1st Lien
Performing 57,120 28,810 59,920 49,052 38,466 179,375 1,489 414,232
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
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Current period recoveries — — — — — 90 — 90
Net recoveries — — — — — 90 — 90
1-4 Family Rental
Performing 46,766 22,067 45,885 99,841 59,781 131,001 2,154 407,495
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
HELOC and Junior Liens
Performing 8,403 5,050 17,397 8,447 4,815 14,180 115,728 174,020
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
Consumer
Performing 5,143 1,169 829 276 265 702 2,216 10,600
Nonperforming — — 29 — — — — 29
Total Consumer 5,143 1,169 858 276 265 702 2,216 10,629
Gross charge-offs — — — — — ( 98 ) — ( 98 )
Current period recoveries — — — — — 55 — 55
Net charge-offs — — — — — ( 43 ) — ( 43 )
Total
Pass $ 534,056 $ 389,290 $ 536,002 $ 779,232 $ 375,146 $ 848,781 $ 330,752 $ 3,793,259
Special mention — — 3,048 1,663 172 4,566 — 9,449
Substandard or lower — 296 17,600 2,388 3,725 13,469 5,521 42,999
Performing 117,432 57,096 124,031 157,616 103,327 325,258 121,587 1,006,347
Nonperforming — 1,151 514 200 1,572 6,346 1,001 10,784
Total $ 651,488 $ 447,833 $ 681,195 $ 941,099 $ 483,942 $ 1,198,420 $ 458,861 $ 4,862,838
Mid Penn had no loans classified as "doubtful" as of June 30, 2026 and December 31, 2025. There was $ 1.2 million and $ 567 thousand in mortgage loans for which formal foreclosure proceedings were in process at June 30, 2026 and December 31, 2025, respectively.
Collateral-Dependent Loans
A financial asset is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of financial assets deemed collateral-dependent, Mid Penn elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, Mid Penn records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of various types of real estate, including residential properties; commercial properties such as retail centers, office buildings, and lodging; agriculture land; and vacant land. Total collateral-dependent loans as of June 30, 2026 were $ 28.4 million.
Allowance for Credit Losses
Mid Penn’s ACL - loans methodology follows guidance within FASB ASC Subtopic 326-20. 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. Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL - loans. The ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio. The ACL - loans is adjusted through the PCL and reduced by the charge off of loan amounts, net of recoveries.
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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. 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. 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. Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions necessitate. 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. 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.
Mid Penn may also purchase loans or acquire loans through a business combination. At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination. Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans. At the purchase or acquisition date, the amortized cost basis of PCD loans includes the purchase price and the initial estimate of credit losses.
Effective January 1, 2026, the Corporation adopted ASU 2025-08 for applicable purchased seasoned loans ("PSL loans"), under which an initial allowance for credit losses is recognized at acquisition and incorporated into the initial amortized cost basis of the loans, rather than recognized through a Day 1 provision expense. The impact of adoption is reflected in the ACL rollforward in this Note and is further discussed in "Note 1 - Summary of Significant Accounting Policies".
Loans are charged off against the ACL, with any subsequent recoveries credited back to the ACL-loans account. Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.
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The following tables present the activity in the ACL - loans by portfolio segment for the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025:
(In thousands) Balance
as of
March 31, 2026 Initial ACL - PCD Loans Initial ACL - PSL Loans Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses Balance
as of
June 30, 2026
Commercial Real Estate
CRE Nonowner Occupied 10,207 — — ( 2 ) — ( 2 ) 595 10,800
CRE Owner Occupied 8,274 — — — 2 2 ( 1,634 ) 6,642
Multifamily 1,542 — — — — — ( 68 ) 1,474
Farmland 2,154 — — — — — 371 2,525
Commercial and industrial 9,856 — — — 6 6 1,036 10,898
Construction
Residential Construction 431 — — — — — ( 13 ) 418
Other Construction 1,676 — — — — — ( 88 ) 1,588
Residential Mortgage
1-4 Family 1st Lien 3,695 — — — 3 3 48 3,746
1-4 Family Rental 2,171 — — — 13 13 ( 21 ) 2,163
HELOC and Junior Liens 1,047 — — ( 48 ) — ( 48 ) 355 1,354
Consumer 52 — — ( 11 ) 15 4 ( 24 ) 32
Total 41,105 — — ( 61 ) 39 ( 22 ) 557 41,640
(In thousands) Balance
as of
December 31, 2025 Initial ACL - PCD Loans (1)
Initial ACL - PSL Loans (2)
Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses Balance
as of
June 30, 2026
Commercial Real Estate
CRE Nonowner Occupied 9,917 — 269 ( 501 ) — ( 501 ) 1,115 10,800
CRE Owner Occupied 6,095 183 552 — 95 95 ( 283 ) 6,642
Multifamily 1,443 — 87 — — — ( 56 ) 1,474
Farmland 2,118 — 1 — — — 406 2,525
Commercial and industrial 9,259 547 599 — 6 6 487 10,898
Construction
Residential Construction 477 — 54 — — — ( 113 ) 418
Other Construction 1,464 — 76 — — — 48 1,588
Residential Mortgage
1-4 Family 1st Lien 2,434 92 1,304 — 5 5 ( 89 ) 3,746
1-4 Family Rental 2,295 — 157 ( 13 ) 13 — ( 289 ) 2,163
HELOC and Junior Liens 559 155 337 ( 48 ) — ( 48 ) 351 1,354
Consumer 30 — 2 ( 652 ) 24 ( 628 ) 628 32
Total 36,091 977 3,438 ( 1,214 ) 143 ( 1,071 ) 2,205 41,640
(1) Includes a $ 977 thousand initial allowance on PCD loans acquired in the 1st Colonial acquisition on February 27, 2026.
(2) Includes a $ 3.4 million initial allowance on PSL loans acquired in the 1st Colonial acquisition on February 27, 2026.
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(In thousands) Balance
as of
March 31, 2025 Initial ACL - PCD Loans Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)
Balance
as of
June 30, 2025
Commercial Real Estate
CRE Nonowner Occupied $ 10,380 $ 89 $ ( 691 ) $ 1 $ ( 690 ) $ 819 $ 10,598
CRE Owner Occupied 5,722 100 — — — 608 6,430
Multifamily 3,324 31 — — — ( 1,377 ) 1,978
Farmland 2,075 — — — — 23 2,098
Commercial and industrial 7,864 36 ( 203 ) 3 ( 200 ) 402 8,102
Construction
Residential Construction 830 — — — — 128 958
Other Construction 1,899 — — — — 537 2,436
Residential Mortgage
1-4 Family 1st Lien 1,582 37 — 83 83 494 2,196
1-4 Family Rental 1,740 47 — — — 471 2,258
HELOC and Junior Liens 404 3 — — — 113 520
Consumer 18 — ( 15 ) 11 ( 4 ) 27 41
Total $ 35,838 $ 343 $ ( 909 ) $ 98 $ ( 811 ) $ 2,245 $ 37,615
(In thousands) Balance
as of
December 31, 2024 Initial ACL - PCD Loans Charge-offs Recoveries Net Loans (Charged off) Recovered Provision/(Benefit) for Credit Losses (1)
Balance
as of
June 30, 2025
Commercial Real Estate
CRE Nonowner Occupied $ 11,047 $ 89 $ ( 691 ) $ 2 $ ( 689 ) $ 151 $ 10,598
CRE Owner Occupied 5,243 100 — — — 1,087 6,430
Multifamily 3,432 31 — — — ( 1,485 ) 1,978
Farmland 1,932 — — — — 166 2,098
Commercial and industrial 7,122 36 ( 203 ) 9 ( 194 ) 1,138 8,102
Construction
Residential Construction 931 — — — — 27 958
Other Construction 2,131 — — — — 305 2,436
Residential Mortgage
1-4 Family 1st Lien 1,503 37 — 85 85 571 2,196
1-4 Family Rental 1,756 47 — — — 455 2,258
HELOC and Junior Liens 392 3 — — — 125 520
Consumer 25 — ( 30 ) 20 ( 10 ) 26 41
Total $ 35,514 $ 343 $ ( 924 ) $ 116 $ ( 808 ) $ 2,566 $ 37,615
(1) Includes a $ 2.3 million initial provision on non-PCD loans acquired in the William Penn acquisition.
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Modifications to Borrowers Experiencing Financial Difficulty
From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. 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.
Information related to loans modified for the three and six months ended June 30, 2026, whereby the borrower was experiencing financial difficulty at the time of modification, is set forth in the following table:
(Dollars in thousands) Interest Only
Term Extension Combination:
Interest Only and
Term Extension Total % of Total Class of Financing Receivable
Three months ended June 30, 2026
Commercial real estate
CRE Nonowner Occupied — — 251 251 0.02 %
Total Commercial real estate — — 251 251 0.01 %
Residential mortgage
1-4 Family Rental — — 1,059 1,059 0.23 %
Total Residential Mortgage — — 1,059 1,059 0.08 %
Consumer — — — — — %
Total $ — $ — $ 1,310 $ 1,310
(Dollars in thousands) Interest Only Term Extension Combination:
Interest Only and
Term Extension Total % of Total Class of Financing Receivable
Six months ended June 30, 2026
Commercial real estate
CRE Nonowner Occupied $ — $ — $ 251 $ 251 0.02 %
Total Commercial real estate $ — $ — $ 251 $ 251 0.01 %
Commercial and industrial $ — $ 87 $ — $ 87 0.01 %
Residential mortgage
1-4 Family Rental — — 1,059 1,059 0.23 %
Total Residential Mortgage — — 1,059 1,059 0.08 %
Total $ — $ 87 $ 1,310 $ 1,397
There were no loan modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, 2025.
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 loan, which also reduced the monthly payment amounts for the borrower.
As of June 30, 2026, there were no defaults on loans modified to borrowers experiencing financial difficulty within the twelve months following modification.
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Note 5 - Deposits
Deposits consisted of the following as of June 30, 2026 and December 31, 2025:
(Dollars in thousands) June 30, 2026 % of Total Deposits December 31, 2025 % of Total Deposits
Noninterest-bearing demand deposits $ 973,371 16.4 % $ 834,013 16.0 %
Interest-bearing demand deposits 1,607,406 27.0 % 1,278,940 24.5 %
Money market 1,264,632 21.2 % 1,226,171 23.5 %
Savings 427,538 7.2 % 324,064 6.2 %
Total demand and savings 4,272,947 71.8 % 3,663,188 70.2 %
Time 1,680,350 28.2 % 1,551,475 29.8 %
Total deposits $ 5,953,297 100.0 % $ 5,214,663 100.0 %
The scheduled maturities of time deposits at June 30, 2026 were as follows:
Time Deposits
(In thousands) Less than $250,000 $250,000 or more
Maturing in 2026 $ 857,160 $ 331,069
Maturing in 2027 333,182 82,218
Maturing in 2028 36,193 5,920
Maturing in 2029 16,625 889
Maturing in 2030 6,991 686
Maturing thereafter 8,249 1,168
$ 1,258,400 $ 421,950
Mid Penn had $ 135.0 million and $ 97.5 million of brokered certificates of deposits as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, Mid Penn had $ 103.3 million and $ 83.2 million, respectively, of Certificate of Deposit Account Registry ("CDAR") deposits.
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Note 6 - Derivative Financial Instruments
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. During the three months ended June 30, 2026, 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.
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. Mid Penn simultaneously enters into loan-level interest rate swaps with dealer counterparties, with identical notional amounts and terms. 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. These transactions are structured as back-to-back arrangements with offsetting terms; however, the Corporation remains exposed to credit risk associated with both the customer and dealer counterparties.
Information related to loan-level interest rate swaps is set forth in the following table:
(Dollars in thousands) June 30, 2026 December 31, 2025
Loan-level interest rate swaps
Notional amount $ 377,297 $ 287,251
Estimated fair value in Other Assets $ 7,565 $ 8,796
Estimated fair value in Other Liabilities $ 7,565 $ 8,796
Cash Flow Hedges of Interest Rate Risk
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. To accomplish this objective, Mid Penn primarily uses derivatives designed as cash flow hedges as part of its interest rate risk management strategy.
Cash Flow Hedges of Brokered Certificates of Deposit:
Mid Penn designated an interest rate swap as a cash flow hedge for certain brokered certificates of deposit. The interest rate swap was terminated during the three months ended June 30, 2026.
(Dollars in thousands) June 30, 2026 December 31, 2025
Cash flow hedges
Notional amount $ — $ 75,000
Weighted-average remaining term (years) — 0.84
Pay fixed rate (weighted-average) — % 3.81 %
Receive variable rate (weighted average) — % 3.52 %
Estimated fair value (1)
$ — $ 211
(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.
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Cash Flow Hedge of Variable-Rate Loans:
During the three months ended June 30, 2026, Mid Penn designated an interest rate floor as a cash flow hedge of forecasted interest cash flows associated on certain variable-rate loans.
(Dollars in thousands) June 30, 2026 December 31, 2025
Cash flow hedges
Notional amount $ 200,000 $ —
Weighted-average remaining term (years) 2.92 —
Floor strike rate (weighted-average)
3.50 % — %
Underlying variable rate (weighted-average)
3.86 % — %
Estimated fair value (1)
$ 1,550 $ —
(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.
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. During the next twelve months, Mid Penn estimates that an additional $ 622 thousand will be reclassified to interest expense.
Note 7 - Accumulated Other Comprehensive (Loss)/Income
The components of accumulated other comprehensive (loss)/income, net of taxes, are as follows:
(In thousands)
Unrealized Loss on
Securities Unrealized
Holding Losses on
Interest Rate
Derivatives used in
Cash Flow Hedges Defined Benefit
Plans Total
Balance as of March 31, 2026 $ ( 8,917 ) $ ( 62 ) $ 822 $ ( 8,157 )
OCI before reclassifications ( 872 ) ( 103 ) ( 10 ) ( 985 )
Amounts reclassified from AOCI — — — —
Balance as of June 30, 2026 $ ( 9,789 ) $ ( 165 ) $ 812 ( 9,142 )
Balance as of December 31, 2025 $ ( 6,971 ) $ ( 191 ) $ 839 $ ( 6,323 )
OCI before reclassifications ( 2,818 ) 26 21 ( 2,771 )
Amounts reclassified from AOCI — — ( 48 ) ( 48 )
Balance as of June 30, 2026 $ ( 9,789 ) $ ( 165 ) $ 812 $ ( 9,142 )
Balance as of March 31, 2025 $ ( 15,233 ) $ 501 $ 569 $ ( 14,163 )
OCI before reclassifications 2,755 ( 338 ) ( 10 ) 2,407
Amounts reclassified from AOCI — — — —
Balance as of June 30, 2025 $ ( 12,478 ) $ 163 $ 559 $ ( 11,756 )
Balance as of December 31, 2024 $ ( 18,889 ) $ 1,485 $ 579 $ ( 16,825 )
OCI before reclassifications 6,411 ( 1,322 ) 6 5,095
Amounts reclassified from AOCI — — ( 26 ) ( 26 )
Balance as of June 30, 2025 $ ( 12,478 ) $ 163 $ 559 $ ( 11,756 )
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Note 8 - Fair Value Measurement
Mid Penn uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. 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. The fair value hierarchy is as follows:
Level 1 - Inputs that represent quoted prices for identical instruments in active markets.
Level 2 - Inputs that represent quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 - Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.
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.
There were no transfers of assets between fair value Level 1 and Level 2 of the fair value hierarchy during the three and six months ended June 30, 2026 or the year ended December 31, 2025.
The following tables illustrate the assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets.
June 30, 2026
(In thousands) Level 1 Level 2 Level 3 Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies $ — $ 16,834 $ — $ 16,834
Mortgage-backed U.S. government agencies — 429,998 — 429,998
State and political subdivision obligations — 3,790 — 3,790
Corporate debt securities — 49,151 — 49,151
Equity securities 5,387 — — 5,387
Loans held-for-sale — 16,595 — 16,595
Other assets:
Derivative assets — 9,115 — 9,115
Other liabilities:
Derivative liabilities — 7,565 7,565
December 31, 2025
(In thousands) Level 1 Level 2 Level 3 Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies $ — $ 19,066 $ — $ 19,066
Mortgage-backed U.S. government agencies — 353,397 — 353,397
State and political subdivision obligations — 3,834 — 3,834
Corporate debt securities — 40,017 — 40,017
Equity securities 5,446 — — 5,446
Loans held-for-sale — 3,668 — 3,668
Other assets:
Derivative assets — 9,007 — 9,007
Other liabilities:
Derivative liabilities — 8,796 — 8,796
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The valuation methodologies and assumptions used to estimate the fair value for the items in the preceding tables are as follows:
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). 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. These securities consist primarily of publicly traded equity securities and are classified within Level 1 in the fair value hierarchy.
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 June 30, 2026 were measured as the price that secondary market investors were offering for loans with similar characteristics.
Derivative instruments - Interest rate swaps and interest rate floors are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active. 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. These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order 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. 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. These characteristics classify m ortgage banking derivatives as Level 3.
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis. 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:
June 30, 2026
(In thousands) Level 1 Level 2 Level 3 Total
Individually evaluated loans, net of ACL $ — $ — $ 24,134 $ 24,134
Foreclosed assets held-for-sale — — 8,390 8,390
December 31, 2025
(In thousands) Level 1 Level 2 Level 3 Total
Individually evaluated loans, net of ACL $ — $ — $ 20,903 $ 20,903
Foreclosed assets held-for-sale — — 7,806 7,806
Net loans - This category consists of loans that were individually evaluated for credit losses, net of the related ACL, and have been classified as Level 3 assets. All of Mid Penn’s individually evaluated loans for 2026 and 2025, whether reporting
a specific allowance allocation or not, are considered collateral-dependent. 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.
Foreclosed assets held-for-sale - Values are based on appraisals that consider the sales prices of property in the proximate vicinity.
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The following table presents additional information about the valuation techniques for level 3 assets measured at fair value on a nonrecurring basis:
June 30, 2026
(Dollars in thousands) Fair Value Valuation Technique Significant Unobservable Input Range of Inputs Weighted Average
Individually evaluated loans, net of ACL $ 24,134 Appraisal of collateral Appraisal adjustments 0 % - 100 % 61.5 %
Foreclosed assets held for sale 8,390 Appraisal of collateral Appraisal adjustments 18 % - 100 % 43.0 %
December 31, 2025
(Dollars in thousands) Fair Value Valuation Technique Significant Unobservable Input Range of Inputs Weighted Average
Individually evaluated loans, net of ACL $ 20,903 Appraisal of collateral Appraisal adjustments 8 % - 100 % 44.9 %
Foreclosed assets held for sale 7,806 Appraisal of collateral Appraisal adjustments 23 % - 100 % 39.8 %
The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn's financial instruments as of the periods presented:
June 30, 2026
Carrying
Amount Estimated Fair Value
(In thousands) Level 1 Level 2 Level 3 Total
Financial instruments - assets
Cash and cash equivalents $ 86,646 $ 86,646 $ — $ — $ 86,646
Available-for-sale securities 499,773 — 499,773 — 499,773
Held-to-maturity securities 372,866 — 346,306 — 346,306
Equity securities 5,387 5,387 — — 5,387
Loans held-for-sale 16,595 — 16,595 — 16,595
Net loans 5,575,529 — — 5,505,422 5,505,422
Restricted investment in bank stocks 15,720 15,720 — 15,720
Accrued interest receivable (2)
33,391 188 4,666 28,538 33,391
Derivative assets 9,115 — 9,115 — 9,115
Financial instruments - liabilities
Deposits $ 5,953,297 $ — $ 5,950,466 $ — $ 5,950,466
Short-term borrowings 137,500 — 137,500 — 137,500
Long-term debt (1)
60 — 60 — 60
Subordinated debt — — — — —
Accrued interest payable 12,175 — 12,175 — 12,175
Derivative liabilities 7,565 — 7,565 — 7,565
(1) Long-term debt excludes finance lease obligations.
(2) Level 1 accrued interest receivable consists primarily of other short-term receivables for which carrying value approximates fair value.
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December 31, 2025
Estimated Fair Value
(In thousands) Carrying
Amount Level 1 Level 2 Level 3 Total
Financial instruments - assets
Cash and cash equivalents $ 98,918 $ 98,918 $ — $ — $ 98,918
Available-for-sale securities 416,314 — 416,314 — 416,314
Held-to-maturity securities 347,285 — 321,702 — 321,702
Equity securities 5,446 5,446 — — 5,446
Loans held-for-sale 3,668 — 3,668 — 3,668
Net loans 4,826,747 — — 4,866,731 4,866,731
Restricted investment in bank stocks 7,576 7,576 — 7,576
Accrued interest receivable (2)
29,640 127 3,776 25,737 29,640
Derivative assets 9,007 — 9,007 — 9,007
Financial instruments - liabilities
Deposits $ 5,214,663 $ — $ 5,218,656 $ — $ 5,218,656
Short-term borrowings 20,833 — 20,833 — 20,833
Long-term debt (1)
20,222 — 20,223 — 20,223
Subordinated debt — — — — —
Accrued interest payable 10,942 — 10,942 — 10,942
Derivative liabilities 8,796 — 8,796 — 8,796
(1) Long-term debt excludes finance lease obligations.
(2) Level 1 accrued interest receivable consists primarily of other short-term receivables for which carrying value approximates fair value.
The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of June 30, 2026 and December 31, 2025.
Note 9 - Commitments and Contingencies
Guarantees and commitments to extend credit
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. These instruments include commitments to extend credit and standby letters of credit. 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. Mid Penn evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the customer. Standby letters of credit and financial guarantees written are conditional commitments to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Mid Penn had $ 97.9 million and $ 66.5 million of standby letters of credit outstanding as of June 30, 2026 and December 31, 2025, respectively. Mid Penn does not anticipate any losses because of these transactions. The amount of the liability as of June 30, 2026 and December 31, 2025 for payment under standby letters of credit issued was not considered material.
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 credit-related OBS commitments, 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 provision for credit losses. 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
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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.
The ACL - OBS was $ 3.1 million and $ 2.9 million as of June 30, 2026 and December 31, 2025, respectively. A benefit for credit losses related to credit commitments of $ 29 thousand and a provision for credit losses related to credit commitments of $ 298 thousand were recorded for the three months ended June 30, 2026 and June 30, 2025, respectively. A benefit for credit losses related to credit commitments of $ 83 thousand and a provision for credit losses related to credit commitments of $ 278 thousand were recorded for the six months ended June 30, 2026 and June 30, 2025, respectively.
The following table presents the activity in the ACL - OBS by segment for the three and six months ended June 30, 2026 and 2025:
(In thousands) Balance as of
March 31, 2026 Initial ACL Recorded On Acquired Commitments (Benefit)/Provision for Credit Loss Balance as of
June 30, 2026
1-4 Family Rental $ 11 $ — $ — $ 11
C&I 1,538 — ( 43 ) 1,496
CRE NonOwner Occupied 124 — ( 10 ) 114
CRE Owner Occupied 113 — ( 19 ) 94
Consumer 3 — 1 4
Farmland 96 — 2 98
HELOC & Junior Liens 199 — 99 298
Multifamily 12 — 1 13
Other Construction & Land 760 — ( 24 ) 737
Residential Construction 219 — ( 38 ) 181
Residential First Liens 4 — 2 6
$ 3,079 $ — $ ( 29 ) $ 3,051
(In thousands) Balance as of
December 31, 2025 Initial ACL Recorded On Acquired Commitments (1)
(Benefit)/Provision for Credit Loss Balance as of
June 30, 2026
1-4 Family Rental $ 12 $ — $ ( 1 ) $ 11
C&I 1,457 83 ( 45 ) 1,496
CRE NonOwner Occupied 134 — ( 20 ) 114
CRE Owner Occupied 93 — 1 94
Consumer 3 — 1 4
Farmland 97 — 1 98
HELOC & Junior Liens 130 64 104 298
Multifamily 12 — 1 13
Other Construction & Land 742 33 ( 39 ) 737
Residential Construction 229 40 ( 88 ) 181
Residential First Liens 4 — 2 6
$ 2,913 $ 220 $ ( 83 ) $ 3,051
(1) Includes a $ 220 thousand initial allowance on unfunded commitments acquired in the 1st Colonial acquisition.
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(In thousands) Balance as of
March 31, 2025 (Benefit)/Provision for Credit Loss (1)
Balance as of
June 30, 2025
1-4 Family Rental $ 13 $ 3 $ 16
C&I 1,322 ( 120 ) 1,202
CRE NonOwner Occupied 109 4 113
CRE Owner Occupied 105 13 118
Consumer 3 — 3
Farmland 112 ( 13 ) 99
HELOC & Junior Liens 95 30 125
Multifamily 22 1 23
Other Construction & Land 660 382 1,042
Residential Construction 471 ( 2 ) 469
Residential First Liens 7 — 7
$ 2,919 $ 298 $ 3,217
(In thousands) Balance as of
December 31, 2024 (Benefit)/Provision for Credit Loss (1)
Balance as of
June 30, 2025
1-4 Family Rental $ 16 $ — $ 16
C&I 1,165 37 1,202
CRE NonOwner Occupied 132 ( 19 ) 113
CRE Owner Occupied 98 20 118
Consumer 3 — 3
Farmland 92 7 99
HELOC & Junior Liens 92 33 125
Multifamily 27 ( 4 ) 23
Other Construction & Land 792 250 1,042
Residential Construction 516 ( 47 ) 469
Residential First Liens 6 1 7
$ 2,939 $ 278 $ 3,217
(1) Includes a $ 274 thousand initial allowance on unfunded commitments acquired in the William Penn acquisition.
Litigation
Mid Penn and its subsidiaries are subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to Mid Penn’s consolidated financial position. On at least a quarterly basis, Mid Penn assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that Mid Penn will incur losses and the amounts of the losses can be reasonably estimated, Mid Penn records an expense and corresponding liability in its consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to Mid Penn and involves elements of judgment and significant uncertainties. While Mid Penn does not believe that the outcome of pending or threatened litigation or other matters will be material to Mid Penn’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause Mid Penn to incur additional expenses, which could be significant, and possibly material, to Mid Penn’s results of operations in any future period.
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Note 10 - Debt
Short-term FHLB and Correspondent Bank Borrowings
Total short-term borrowings were $ 137.5 million and $ 20.8 million as of June 30, 2026 and December 31, 2025, respectively. Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than one year. Federal funds purchased from correspondent banks mature in one business day and are repriced daily based on the federal funds rate. 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. As of June 30, 2026, the amount of loans pledged totaled $ 3.2 billion. As of June 30, 2026, the Bank's unused short-term borrowing capacity with the FHLB totaled $ 1.7 billion (equal to $ 2.2 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.
The Bank also maintained unused overnight lines of credit with other correspondent banks totaling $ 35.0 million as of June 30, 2026. No draws have been made on these lines of credit as of June 30, 2026 and December 31, 2025, respectively.
Long-term Debt
The following table presents a summary of long-term debt as of June 30, 2026 and December 31, 2025.
(Dollars in thousands) June 30, 2026 December 31, 2025
FHLB fixed rate instruments:
Due February 2026, 4.51 %
$ — $ 20,000
Due August 2026, 4.80 %
54 212
Due February 2027, 6.71 %
6 10
Total FHLB fixed rate instruments 60 20,222
Finance lease obligations included in long-term debt 2,842 2,917
Total long-term debt $ 2,902 $ 23,139
As a member of the FHLB, the Bank can access a number of credit products which are utilized to provide liquidity. As of June 30, 2026 and December 31, 2025, the Bank had long-term debt outstanding in the amount of $ 2.9 million and $ 23.1 million, respectively, consisting of FHLB fixed rate instruments, and a finance lease liability.
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. 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 $ 399.6 million and $ 162.5 million as of June 30, 2026 and December 31, 2025, respectively.
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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"). In accordance with purchase accounting principles, the Riverview Notes were recorded at fair value, including a premium of $ 2.3 million. The notes were treated as Tier 2 capital for regulatory reporting purposes.
The Riverview Notes were issued by Riverview on October 6, 2020 in a private placement to certain qualified institutional buyers and accredited institutional investors. 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. The Riverview Notes were redeemable beginning on October 15, 2025, and Mid Penn redeemed all of the Riverview Notes on such date.
Subordinated Debt Issued December 2020
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 qualified institutional buyers and accredited investors. The December 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.
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. 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
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 qualified institutional buyers and accredited investors. The March 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.
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. 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.
Outstanding Balance
As of June 30, 2026, the Corporation had no subordinated debt outstanding.
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Note 12 - Common Stock and Equity Incentive Plans
Treasury Stock Repurchase Program
Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020. 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. Under the Program, Mid Penn conducts repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in 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 six months ended June 30, 2026, Mid Penn repurchased 76,000 shares of common stock at an average price of $ 32.78 . All 76,000 shares were repurchased during the three months ended June 30, 2026, at an average price of $ 32.78 . As of June 30, 2026, Mid Penn has repurchased an aggregate total of 595,891 shares of common stock under the Program at an average price of $ 24.82 per share.
Dividend Reinvestment Plan
The amended and restated Dividend Reinvestment Plan of Mid Penn Bancorp, Inc. allows holders of the Corporation's common shares to purchase additional shares of the Corporation's common stock, par value $ 1.00 per share. 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.
As of June 30, 2026, participants in the plan held 492,599 shares of the Corporation's common stock.
Equity Incentive Plans
The Corporation recognizes stock-based compensation expense for equity awards based on the grant-date fair value of the awards. 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 (the "2023 Plan"), which authorizes Mid Penn to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. 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 Corporation, and replaced the 2014 Restricted Stock Plan (the "2014 Plan", and together with the 2023 Plan, the "Plans"). The aggregate number of shares of common stock available for issuance under the Plans is 550,000 shares .
As of June 30, 2026, a total of 394,554 restricted shares were granted under the Plans, of which 144,177 shares were unvested. The Plan's shares granted and vested resulted in $ 1.0 million and $ 2.4 million in share-based compensation expense for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Plan's shares granted and vested resulted in share-based compensation expense of $ 1.7 million and $ 2.6 million, respectively.
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. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally between one and four years . 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.
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Equity Awards Assumed from William Penn Acquisition
In connection with the acquisition of William Penn 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, 60,126 stock options and 27,821 restricted stock units remained unvested as of June 30, 2026.
Compensation expense for stock options was $ 131 thousand and $ 262 thousand for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, unrecognized compensation expense related to unvested options was $ 514 thousand. Compensation expense for restricted stock awards was $ 183 thousand and $ 365 thousand for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, unrecognized compensation cost related to unvested restricted stock was $ 711 thousand.
The assumed awards are subject to the original vesting terms and conditions included in William Penn's stock-based compensation plan.
Stock Appreciation Rights Issued in Connection with the Cumberland Advisors Acquisition
Stock appreciation rights issued in the acquisition of Cumberland Advisors are being accounted for as post-combination compensation expense and will be recognized over the applicable service period. The stock appreciation rights have a maximum aggregate value of $ 1.2 million to be exercisable between the first and third anniversary of the closing date of the transaction.
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Note 13 - Earnings Per Share
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. 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.
The following data sets forth the computation of basic and diluted earnings per common share:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except per share data) 2026 2025 2026 2025
Net income available to common shareholders $ 21,691 $ 4,762 $ 30,397 $ 18,504
Weighted-average common shares outstanding - basic 25,330,234 21,566,617 24,643,437 20,467,349
Dilutive effect of stock-based compensation 294,516 32,818 292,648 301,485
Weighted-average common shares outstanding - diluted 25,624,750 21,599,435 24,936,085 20,768,834
Basic earnings per common share $ 0.86 $ 0.22 $ 1.23 $ 0.90
Diluted earnings per common share 0.85 0.22 1.22 0.89
Anti-dilutive shares are common stock equivalents with weighted-average exercise prices in excess of the weighted-average market value for the periods presented. There were no anti-dilutive stock options excluded from diluted earnings per share for the three and six months ended June 30, 2026, respectively. There were 367,400 and 111,994 antidilutive instruments for the three and six months ended June 30, 2025, respectively. Dilutive common stock equivalents included issued equity awards acquired in the William Penn acquisition.
As part of the acquisition of William Penn 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, consisting of 538,447 stock options and 215,386 restricted stock units (RSUs).
As part of the acquisition of Cumberland Advisors on January 1, 2026, Mid Penn issued 127,009 shares of common stock as purchase consideration.
As part of the acquisition of 1st Colonial on February 27, 2026, Mid Penn issued 2,111,076 shares of common stock as purchase consideration. These shares contributed to the increase in weighted-average shares outstanding for the six months ended June 30, 2026.
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Note 14 - Segment Reporting
Mid Penn operates as a single reportable segment, providing a broad range of banking and financial services to individuals, businesses, and institutional clients. These services include commercial and consumer lending, deposit products, wealth management, insurance, and treasury management solutions. The Chief Executive Officer and the Chief Financial Officer together act as Mid Penn Chief Operating Decision Makers ("CODM"). The CODM regularly evaluates financial performance and allocates resources on a consolidated basis.
The following table presents financial information reviewed by the CODM in assessing performance and allocating resources:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Net interest income $ 65,280 $ 48,206 $ 120,529 $ 90,715
Provision for credit losses 528 2,269 2,122 2,570
Noninterest income 10,586 6,143 20,190 11,382
Noninterest expense 47,767 47,798 99,725 78,440
Provision/(Benefit) for Income taxes 5,880 ( 480 ) 8,475 2,583
Net income 21,691 4,762 30,397 18,504
Total assets $ 7,062,910 $ 6,354,543 $ 7,062,910 $ 6,354,543
Other Segment Information
Revenue Composition: Mid Penn generates revenue primarily from net interest income and non-interest income, including fees from deposit accounts, wealth management, insurance, and treasury services.
Capital Allocation & Performance Metrics: The CODM assesses performance based on key financial metrics, including net interest margin, return on average assets ("ROA"), return on average equity ("ROE") and core efficiency ratio.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.