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What changed in MID PENN BANCORP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MID PENN BANCORP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+283 added−296 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-13)

Top changes in MID PENN BANCORP INC's 2025 10-K

283 paragraphs added · 296 removed · 200 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

59 edited+12 added−7 removed115 unchanged
Biggest changeUnder the terms of the Merger Agreement, shareholders of William Penn will have the right to receive, for each share of common stock, par value $0.01 per share, of William Penn, 0.426 shares of Mid Penn common stock (the “Exchange Ratio”) and cash in lieu of fractional shares, subject to adjustment and proration as described in the Merger Agreement.
Biggest changeSubject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of 1st Colonial's common stock, par value $0.0 per share, issued and outstanding immediately prior to the effective time of the Merger, other than certain shares held by Mid Penn, will be converted into the right to receive, at the election of the holder of such shares of 1st Colonial common stock, and subject to adjustment and proration as described in the Merger Agreement, either (a) 0.6945 of a share of Mid Penn common stock and cash in lieu of fractional shares or (b) $18.50 in cash.
Mid Penn Bancorp, Inc. and its wholly owned bank and nonbank subsidiaries are collectively referred to herein as "Mid Penn" or the "Corporation." On December 31, 1991, Mid Penn acquired, as part of the holding company formation, all of the outstanding common stock of Mid Penn Bank, referred to herein as "The Bank", and the Bank became a wholly-owned subsidiary of Mid Penn.
Mid Penn Bancorp, Inc. and its wholly owned bank and nonbank subsidiaries are collectively referred to herein as "Mid Penn" or the "Corporation." On December 31, 1991, Mid Penn acquired, as part of the holding company formation, all of the outstanding common stock of Mid Penn Bank, and the Bank became a wholly-owned subsidiary of Mid Penn.
Our Culture Committee has focused on contributing to a positive organizational culture by fostering open communication, collaboration, and a sense of community; this sense of community is important to Mid Penn as we continue to expand geographically. The Culture Committee also supports wellness initiatives by creating initiatives, programs, and resources to encourage physical, mental, and emotional wellness.
Our Culture Committee has focused on contributing to a positive organizational culture by fostering open communication, collaboration, and a sense of community; this sense of community is important to Mid Penn as we continue to expand geographically. The Culture Committee also supports wellness initiatives by creating programs, and resources to encourage physical, mental, and emotional wellness.
If a banking regulator takes any enforcement action, the value of an equity investment in Mid Penn could be substantially reduced or eliminated. As of December 31, 2024, the Corporation was not subject to any supervisory enforcement actions. Federal and state banking laws contain numerous provisions affecting various aspects of the business and operations of Mid Penn and the Bank.
If a banking regulator takes any enforcement action, the value of an equity investment in Mid Penn could be substantially reduced or eliminated. As of December 31, 2025, the Corporation was not subject to any supervisory enforcement actions. Federal and state banking laws contain numerous provisions affecting various aspects of the business and operations of Mid Penn and the Bank.
As of December 31, 2024, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting. Mid Penn’s primary business is to supervise and coordinate the business of the Bank and its nonbank subsidiaries, and to provide them with the capital and resources to fulfill their respective missions.
As of December 31, 2025, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting. Mid Penn’s primary business is to supervise and coordinate the business of the Bank and its nonbank subsidiaries, and to provide them with the capital and resources to fulfill their respective missions.
Under Title III of the USA Patriot Act, also known as the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001, all financial institutions, including Mid Penn and the Bank, are required in general to identify their customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or prohibit altogether certain transactions of special concern, and be prepared to respond to 13 MID PENN BANCORP, INC. inquiries from U.S. law enforcement agencies concerning their customers and their transactions.
Under Title III of the USA Patriot Act, also known as the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001, all financial institutions, including Mid Penn and the Bank, are required in general to identify their customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or prohibit altogether certain transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning their customers and their transactions.
The Riverview merger resulted in the addition of twenty-three community banking offices and three limited purpose offices across Western Pennsylvania. 4 MID PENN BANCORP, INC. On December 30, 2022, Mid Penn purchased the assets of Managing Partners, Inc., an independent insurance agency that serviced the Central Pennsylvania area.
The Riverview merger resulted in the addition of twenty-three community banking offices and three limited purpose offices across Western Pennsylvania. 5 MID PENN BANCORP, INC. On December 30, 2022, Mid Penn purchased the assets of Managing Partners, Inc., an independent insurance agency that serviced the Central Pennsylvania area.
Combined, the Tier 1 Capital and Tier 2 Capital comprise regulatory "Total Capital". As of December 31, 2024, Mid Penn complied with these risk-based capital requirements. In addition, the Federal Reserve has established minimum leverage ratio requirements for bank holding companies.
Combined, the Tier 1 Capital and Tier 2 Capital comprise regulatory "Total Capital". As of December 31, 2025, Mid Penn complied with these risk-based capital requirements. In addition, the Federal Reserve has established minimum leverage ratio requirements for bank holding companies.
The Bank generally secures its loans with real estate, with such collateral values dependent and subject to change based on real estate market conditions within its market area. As of December 31, 2024, the Bank’s highest concentration of credit is in commercial real estate.
The Bank generally secures its loans with real estate, with such collateral values dependent and subject to change based on real estate market conditions within its market area. As of December 31, 2025, the Bank’s highest concentration of credit is in commercial real estate.
The Bank also maintains strict documentation requirements and robust credit quality assurance practices in order to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.
The Bank also maintains strict documentation requirements and robust credit quality assurance practices to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.
The Bank is subject to similar capital requirements adopted by the FDIC, and as of December 31, 2024, the Bank’s capital levels were sufficient to be considered "well-capitalized". The FDIC has not advised the Bank of any specific minimum leverage ratios.
The Bank is subject to similar capital requirements adopted by the FDIC, and as of December 31, 2025, the Bank’s capital levels were sufficient to be considered "well-capitalized". The FDIC has not advised the Bank of any specific minimum leverage ratios.
Mid Penn has adopted a Code of Ethics that applies to all employees and this document is also available on Mid Penn’s website. The information included on our website is not considered a part of this document. 16 MID PENN BANCORP, INC.
Mid Penn has adopted a Code of Ethics that applies to all employees and this document is also available on Mid Penn’s website. The information included on our website is not considered a part of this document. 17 MID PENN BANCORP, INC.
Mid Penn's underwriting process for commercial real estate loans includes analysis of the financial position and strength of both the borrower and, if applicable, guarantor, experience with similar projects in the past, market demand and prospects for successful completion of the proposed project within the established budget and schedule, values of underlying collateral, availability of permanent financing, maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods and minimum debt service coverage requirements, based on property type.
Mid Penn's underwriting process for CRE loans includes analysis of the financial position and strength of both the borrower and, if applicable, guarantor, experience with similar projects in the past, market demand and prospects for successful completion of the proposed project within the established budget and schedule, values of underlying collateral, availability of permanent financing, maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods and minimum debt service coverage requirements, based on property type.
For the periods reported in this Form 10-K and in the period subsequent to December 31, 2024, up to the date of the filing of this Form 10-K, Mid Penn was not subject to any such bank regulatory orders.
For the periods reported in this Form 10-K and in the period subsequent to December 31, 2025, up to the date of the filing of this Form 10-K, Mid Penn was not subject to any such bank regulatory orders.
Section 404 of SOX requires publicly held companies to document, test and certify that their internal control systems over financial reporting are effective. Effective for year-end financial reports beginning with December 31, 2017, Mid Penn is subject to the independent attestation requirement under Section 404 of the SOX.
Section 404 of SOX requires publicly held companies to document, test and certify that their internal control systems over financial reporting 16 MID PENN BANCORP, INC. are effective. Effective for year-end financial reports beginning with December 31, 2017, Mid Penn is subject to the independent attestation requirement under Section 404 of the SOX.
The guidance identifies institutions that are potentially exposed to significant CRE concentration risk as those who have experienced rapid growth in CRE lending, have notable exposures to a specific type of CRE, or are approaching, or exceed the following supervisory criteria: • Total loans reported on the Report of Condition for construction, land development, and other land represent 100 percent or more of the institution’s total capital; or • Total CRE loans as defined in the CRE guidance represent 300 percent or more of the institution’s total capital, and the outstanding balance of the institution’s CRE loan portfolio has increased by 50 percent or more during the prior 36 months. 11 MID PENN BANCORP, INC.
The guidance identifies institutions that are potentially exposed to significant CRE concentration risk as those who have experienced rapid growth in CRE lending, have notable exposures to a specific type of CRE, or are approaching, or exceed the following supervisory criteria: • Total loans reported on the Report of Condition for construction, land development, and other land represent 100 percent or more of the institution’s Total Capital; or • Total CRE loans as defined in the CRE guidance represent 300 percent or more of the institution’s Total Capital, and the outstanding balance of the institution’s CRE loan portfolio has increased by 50 percent or more during the prior 36 months.
Mid Penn believes that local relationship building and its prudent approach to lending are important factors in the success and growth of Mid Penn. 5 MID PENN BANCORP, INC. Human Capital The majority of employees of the Corporation are employed by the Bank, with a shared services agreement to support the operation of the holding company.
Mid Penn believes that local relationship building and its prudent approach to lending are important factors in the success and growth of Mid Penn. Human Capital The majority of employees of the Corporation are employed by the Bank, with a shared services agreement to support the operation of the holding company.
The Federal Reserve has broad enforcement powers over financial and bank holding companies, including the power to impose substantial fines and civil penalties. The BHCA requires Mid Penn to file an annual report with the Federal Reserve regarding the holding company and its subsidiary bank. The Federal Reserve also conducts examinations of the holding company.
The Federal Reserve has broad enforcement powers over financial and bank holding companies, including the power to impose substantial fines and civil penalties. 9 MID PENN BANCORP, INC. The BHCA requires Mid Penn to file an annual report with the Federal Reserve regarding the holding company and its subsidiary bank. The Federal Reserve also conducts examinations of the holding company.
If an institution is not satisfying certain safety and soundness standards and fails to submit to the banking regulatory agency an acceptable compliance plan or fails to implement an accepted plan, the agency may issue an order directing action to correct the deficiency and may issue an order directing other actions be taken, including restricting asset growth, restricting interest rates paid on deposits, restricting dividend payments to shareholders, and requiring an increase in the institution’s ratio of tangible equity to assets.
If an institution is not satisfying certain safety and soundness standards and fails to submit to the banking regulatory agency an acceptable compliance plan or fails to implement an accepted plan, the agency may issue an order directing action to correct the deficiency and may issue an order directing other actions be taken, including restricting asset growth, restricting interest rates paid on deposits, restricting dividend payments to shareholders, and requiring an increase in the institution’s ratio of 12 MID PENN BANCORP, INC. tangible equity to assets.
Mid Penn’s primary markets reflect a diversified manufacturing and services base across sixteen Pennsylvania counties and two counties in New Jersey, including having several offices in and around the state capital region of Harrisburg. The Bank emphasizes developing long-term customer relationships, maintaining high quality service, and providing prompt responses to customer needs.
Mid Penn’s primary markets reflect a diversified manufacturing and services base across nineteen Pennsylvania counties and five counties in New Jersey, including having several offices in and around the state capital region of Harrisburg. The Bank emphasizes developing long-term customer relationships, maintaining high quality service, and providing prompt responses to customer needs.
Dodd-Frank also permanently raised the current standard maximum deposit insurance amount to $250,000, established strengthened capital standards for banks, disallowed certain trust preferred securities from qualifying as Tier 1 Capital (subject to certain grandfather provisions for existing trust preferred securities), established new minimum mortgage underwriting standards, granted the Federal Reserve the power to regulate debit card interchange fees, and implemented corporate governance changes.
Dodd-Frank also permanently raised the current standard maximum deposit insurance amount to $250,000, established strengthened capital standards for banks, disallowed certain trust preferred securities from qualifying as Tier 1 Capital (subject to certain grandfather provisions for existing trust preferred securities), established new minimum mortgage underwriting standards, granted the Federal Reserve the power to regulate debit card interchange fees, and implemented corporate governance changes. 15 MID PENN BANCORP, INC.
The Bank engages in 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 and local government loans and various types of time and demand deposits.
The Bank engages in 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 and local 6 MID PENN BANCORP, INC. government loans and various types of time and demand deposits.
Mid Penn’s ability to attract retail funds in the future will continue to be impacted by the public’s appetite for the safety of insured or local investments versus the returns offered by alternative choices as part of their personal investment mix. 7 MID PENN BANCORP, INC.
Mid Penn’s ability to attract retail funds in the future will continue to be impacted by the public’s appetite for the safety of insured or local investments versus the returns offered by alternative choices as part of their personal investment mix.
In certain cases, bank regulatory agencies may require replacement of senior executive officers or directors, or sale of the institution to a willing purchaser. If an institution is deemed "critically undercapitalized" and continues in that category for four quarters, the statute requires, with certain limited exceptions, that the institution be placed in receivership.
In certain cases, bank regulatory agencies may require replacement of senior executive officers or directors, or sale of the institution to a willing purchaser. If an institution is deemed "critically undercapitalized" and continues in that category for four quarters, the statute requires, with certain limited exceptions, that the institution be placed in receivership. 11 MID PENN BANCORP, INC.
Wholesale borrowing sources include advances from the Federal Home Loan Bank of Pittsburgh, overnight borrowings from the Bank’s other correspondent banking relationships, and advances from the Federal Reserve’s Discount Window. All borrowings, except for lines of credit with the Bank’s correspondent banks, require collateral in the form of loans or securities.
Wholesale borrowing sources include advances from the Federal Home Loan Bank of Pittsburgh, overnight borrowings from the Bank’s other correspondent banking relationships, and advances from the Federal Reserve’s Discount Window. 8 MID PENN BANCORP, INC. All borrowings, except for lines of credit with the Bank’s correspondent banks, require collateral in the form of loans or securities.
At least half of the total capital is to be composed of common equity, retained earnings and qualifying perpetual preferred stock, less goodwill ("Tier 1 Capital"). The remainder may consist of subordinated debt, non-qualifying preferred stock, and a limited amount of the loan loss allowance ("Tier 2 Capital").
At least half of the Total Capital is to be composed of common equity, retained earnings and 10 MID PENN BANCORP, INC. qualifying perpetual preferred stock, less goodwill ("Tier 1 Capital"). The remainder may consist of subordinated debt, non-qualifying preferred stock, and a limited amount of the loan loss allowance ("Tier 2 Capital").
Mid Penn is subject to, among others, the regulations of the Securities and Exchange Commission and the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Bank is subject to, among others, the regulations of the Pennsylvania Department of Banking and Securities and the FDIC.
Mid Penn is subject to, among others, the regulations of the SEC and the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Bank is subject to, among others, the regulations of the Pennsylvania Department of Banking and Securities and the FDIC.
The SEC’s Internet site address is www.sec.gov. 15 MID PENN BANCORP, INC. Mid Penn’s headquarters are located at 2407 Park Drive, Harrisburg, Pennsylvania 17110, and its telephone number is 1-866-642-7736.
The SEC’s Internet site address is www.sec.gov. Mid Penn’s headquarters are located at 2407 Park Drive, Harrisburg, Pennsylvania 17110, and its telephone number is 1-866-642-7736.
On an after-tax basis, this unrealized loss on available-for-sale securities resulted in a decrease to shareholders’ equity, through the accumulated other comprehensive loss component, of $1.6 million. As of December 31, 2024, there was no allowance for credit losses on either the held-to-maturity or available-for-sale investment portfolios.
On an after-tax basis, this unrealized loss on available-for-sale securities resulted in a decrease to shareholders’ equity, through the accumulated other comprehensive loss component, of $11.9 million. As of December 31, 2025, there was no allowance for credit losses on either the held-to-maturity or available-for-sale investment portfolios.
Diversity & Inclusion The Corporation believes that a diverse and inclusive workforce fosters an environment where everyone can thrive and be successful. As of December 31, 2024, approximately 65% of our workforce is female. Bank leadership has seen the benefits of Employee Resource Groups ("ERG") within our organization.
Inclusion & Belonging The Corporation believes that an inclusive workforce fosters a culture and environment where everyone can thrive and be successful. As of December 31, 2025, approximately 65% of our workforce is female. Bank leadership has seen the benefits of Employee Resource Groups ("ERG") within our organization.
Depending upon the financial condition of the holding company and the Bank, the payment of dividends could be deemed by a regulatory agency to constitute such an unsafe or unsound practice. The holding company and the Bank were not subject to any such dividend prohibitions during the years ended December 31, 2024, 2023, and 2022.
Depending upon the financial condition of the holding company and the Bank, the payment of dividends could be deemed by a regulatory agency to constitute such an unsafe or unsound practice. The holding company and the Bank were not subject to any such dividend prohibitions during the years ended December 31, 2025, 2024, and 2023. 13 MID PENN BANCORP, INC.
As the interest rate environment changes, Mid Penn’s fair value of securities will change. This difference between the amortized cost and fair value of available-for-sale investment securities, or unrealized loss, amounted to $24.3 million as of December 31, 2024.
As the interest rate environment changes, Mid Penn’s fair value of securities will change. This difference between the amortized cost and fair value of available-for-sale investment securities, or unrealized loss, amounted to $10.2 million as of December 31, 2025.
As the asset base of the banking industry is larger than the deposit base, the range of assessment rates is a low of 2.5 bp and a high of 45 bp, per $100 of assets. 12 MID PENN BANCORP, INC.
As the asset base of the banking industry is larger than the deposit base, the range of assessment rates is a low of 2.5 bp and a high of 45 bp, per $100 of assets.
As of December 31, 2024, the Bank had 591 full-time and 23 part-time employees. Additionally, Mid Penn’s nonbank subsidiaries employed 9 full-time employees and 1 part-time employee as of December 31, 2024. The Corporation and its employees are not subject to a collective bargaining agreement and the Corporation believes it enjoys good relations with its employees.
As of December 31, 2025, the Bank had 705 full-time and 18 part-time employees. Additionally, Mid Penn’s nonbank subsidiaries employed 16 full-time employees and 1 part-time employee as of December 31, 2025. The Corporation and its employees are not subject to a collective bargaining agreement and the Corporation believes it enjoys good relations with its employees.
Generally, a subsidiary of a depository institution that is not also a depository institution is not treated as an affiliate of the bank for purposes of Sections 23A and 23B.
Generally, a subsidiary of a depository 14 MID PENN BANCORP, INC. institution that is not also a depository institution is not treated as an affiliate of the bank for purposes of Sections 23A and 23B.
As of December 31, 2024, the Corporation and the Bank exceeded the minimum capital requirements, including the capital conservation buffer, as prescribed in the Basel III Rules. 10 MID PENN BANCORP, INC. The Basel III Rules provide for a number of required deductions from and adjustments to CET1.
As of December 31, 2025, the Corporation and the Bank exceeded the minimum capital requirements, including the capital conservation buffer, as prescribed in the Basel III Rules. The Basel III Rules provide for a number of required deductions from and adjustments to CET1.
Mid Penn’s consolidated financial condition and results of operations consist almost entirely of that of the Bank, which is managed as a single business segment. At December 31, 2024, Mid Penn had total consolidated assets of $5.5 billion with total deposits of $4.7 billion and total shareholders’ equity of $655.0 million.
Mid Penn’s consolidated financial condition and results of operations consist almost entirely of that of the Bank, which is managed as a single business segment. As of December 31, 2025, Mid Penn had total consolidated assets of $6.1 billion with total deposits of $5.2 billion and total shareholders’ equity of $814.1 million.
Leverage Ratio" (deducting all intangibles) in evaluating proposals for expansion or new activity. As of December 31, 2024, Mid Penn has met these leverage requirements, and the Federal Reserve has not advised Mid Penn of any specific minimum Tier 1 leverage ratio requirement.
Furthermore, the requirements indicate that the Federal Reserve will continue to consider a "Tangible Tier 1 Leverage Ratio" (deducting all intangibles) in evaluating proposals for expansion or new activity. As of December 31, 2025, Mid Penn has met these leverage requirements, and the Federal Reserve has not advised Mid Penn of any specific minimum Tier 1 leverage ratio requirement.
The Federal Reserve also makes policy that applies to the declaration and distribution of dividends by financial and bank holding companies. The BHCA restricts a financial or bank holding company’s ability to acquire control of additional banks.
The Federal Reserve also makes policy that applies to the declaration and distribution of dividends by financial and bank holding companies. The BHCA restricts a financial or bank holding company’s ability to acquire control of additional banks. In addition, the BHCA restricts the activities in which financial or bank holding companies may engage directly or through nonbank subsidiaries.
The requirements also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the requirements indicate that the Federal Reserve will continue to consider a "Tangible Tier 1 9 MID PENN BANCORP, INC.
The requirements also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets.
We have found that our Women’s Leadership Network has provided a sense of belonging and camaraderie for our primarily female workforce. The Women’s Leadership group has expanded its reach by creating a subgroup called MPB Moms.
Each group allows employees to come together based on shared characteristics to address common challenges and to drive positive impact within the workforce. We have found that our Women’s Leadership Network has provided a sense of belonging and camaraderie for our primarily female workforce. The Women’s Leadership group has expanded its reach by creating a subgroup called MPB Moms.
Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies and other financial institutions are 14 MID PENN BANCORP, INC. frequently made in Congress and the various bank regulatory agencies.
Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies and other financial institutions are frequently made in Congress and the various bank regulatory agencies. Mid Penn cannot predict the likelihood of any major changes or the impact such changes might have on Mid Penn, the Bank, or the nonbank subsidiaries.
On January 8, 2018, Mid Penn completed its acquisition of The Scottdale Bank and Trust Company ("Scottdale") through the merger of Scottdale with and into the Bank (the "Scottdale Merger"). The Scottdale Merger resulted in the addition of five branches in Western Pennsylvania operating as "Scottdale Bank & Trust, a Division of Mid Penn Bank".
The Scottdale Merger resulted in the addition of five branches in Western Pennsylvania operating as "Scottdale Bank & Trust, a Division of Mid Penn Bank".
We believe our concern for our employees’ well-being, supporting our employees’ career goals, offering competitive wages, and providing valuable benefits aids in retention of our employees. Community Involvement The Bank is dedicated to supporting charitable community organizations through corporate donations, employee volunteerism and fundraising.
Retention Employee retention helps us operate efficiently and offers continuity to our customers and the community. We believe our concern for our employees’ well-being, supporting our employees’ career goals, offering competitive wages, and providing valuable benefits aids in the retention of our employees.
In addition, the BHCA restricts the activities in which financial or bank holding companies may engage directly or through nonbank subsidiaries. 8 MID PENN BANCORP, INC. Gramm-Leach-Bliley Financial Modernization Act Under the Gramm-Leach-Bliley Financial Modernization Act ("GLB"), bank holding companies that meet certain management, capital, and Community Reinvestment Act standards, are permitted to elect to become financial holding companies.
Gramm-Leach-Bliley Financial Modernization Act Under the Gramm-Leach-Bliley Financial Modernization Act ("GLB"), bank holding companies that meet certain management, capital, and Community Reinvestment Act standards, are permitted to elect to become financial holding companies.
In addition to Mid Penn Bank, Mid Penn maintains five wholly-owned nonbanks subsidiaries: MPB Financial Services, LLC, which serves as the mid-tier holding company for MPB Risk Services, LLC, a licensed insurance producer, MPB Wealth Management, LLC (which ceased operating during the first quarter of 2024), and MPB Launchpad Fund I, LLC, which was formed to hold certain financial holding company eligible investments; and MPB Realty Holding, LLC, which was formed for purposes of holding certain assets acquired for debts previously contracted.
See "Subsequent Events" for additional information; MPB Wealth Management, LLC, which ceased operating during the first quarter of 2024; MPB Launchpad Fund I, LLC, which was formed to hold certain financial holding company eligible investments; and MPB Realty Holding, LLC, which was formed for purposes of holding certain assets acquired for debts previously contracted.
In 2024, our employees demonstrated their commitment to our communities by personally giving more than $69 thousand to charitable organizations within Mid Penn’s footprint through our Dress Down Friday program. 6 MID PENN BANCORP, INC.
Community Involvement The Bank is dedicated to supporting charitable community organizations through corporate donations, employee volunteerism and fundraising. In 2025, our employees demonstrated their commitment to our communities by personally giving more than $69 thousand to charitable organizations within Mid Penn’s footprint through our Dress Down Friday program.
On March 1, 2015, in connection with the acquisition of Phoenix Bancorp, Inc. ("Phoenix") by Mid Penn, Phoenix’s wholly-owned banking subsidiary, Miners Bank, was merged with and into the Bank, with the Bank being the surviving charter.
("Phoenix") by Mid Penn, Phoenix’s wholly-owned banking subsidiary, Miners Bank, was merged with and into the Bank, with the Bank being the surviving charter. On January 8, 2018, Mid Penn completed its acquisition of The Scottdale Bank and Trust Company ("Scottdale") through the merger of Scottdale with and into the Bank (the "Scottdale Merger").
One new full-service retail banking location opened in Camden County, New Jersey in January 2025. Mid Penn’s primary business consists of attracting deposits and loans from the Bank’s network of community banking offices.
Mid Penn’s primary business consists of attracting deposits and loans from the Bank’s network of community banking offices.
Additional information related to the recent acquisitions can be found in "Note 2 - Business Combinations", to the Consolidated Financial Statements contained in Part II, Item of this report.
Additional information related to the recent acquisitions can be found in "Note 2 - Business Combinations", to the Consolidated Financial Statements contained in Part II, Item 8 of this report. As of December 31, 2025, the Bank operates 51 full-service retail banking locations throughout central and southeastern Pennsylvania and 8 full-service retail banking locations in central and southern New Jersey.
This group serves as a community for mothers to connect, share like experiences and offer support to each other as they balance their personal and professional lives. Our DEI group has laid the groundwork to help create a more diverse and inclusive workplace by promoting understanding, respect, and awareness of different cultures, backgrounds, and perspectives.
This group serves as a community for mothers to connect, share like experiences and offer support to each other as they balance their personal and professional lives.
Business Strategy The Bank provides services to commercial businesses and real estate investors, consumers, nonprofit organizations, and municipalities through its 45 full-service retail banking properties, one loan production office, one wealth management office, two corporate administrations offices, and one operations facility, primarily based in Pennsylvania.
The Bank also offers other services such as online banking, telephone banking, cash management services, automated teller services and safe deposit boxes. Business Strategy The Bank provides services to commercial businesses and real estate investors, consumers, nonprofit organizations, and municipalities through its 59 full-service retail banking properties, and 13 administrative properties, primarily based in Pennsylvania.
In 2022, Mid Penn formalized committee members on our Women’s Leadership Network, Diversity, Equality, and Inclusion ("DEI"), and our Culture Committees. Throughout 2024, the entire organization has benefited from the contributions of these groups. Each group allows employees to come together based on shared characteristics to address common challenges and to drive positive impact within the workforce.
In 2022, Mid Penn formalized committee members on our Women’s Leadership Network and our Culture Committees. Throughout 2025, the entire organization has benefited from the contributions of these groups, even expanding the groups to include a Young Professionals group.
Commercial real estate loans increased 9.2% from December 31, 2023 to December 31, 2024. Commercial real estate loans were the largest driver of the $190.3 million growth in the total loan portfolio. Non-owner occupied commercial real estate loan exposure represents 28.2% of total loan balances and is primarily limited to suburban offices.
CRE loans increased 8.7% from December 31, 2024 to December 31, 2025. CRE loans were the largest driver of the $419.8 million growth in the total loan portfolio. As of December 31, 2025, nonowner occupied CRE loan exposure represents 28.0% of total loan balances and is primarily comprised of retail, office, and industrial properties.
The holding company and its nonbank subsidiaries currently do not own or lease any real property. The Bank owns or leases the banking offices as identified in Part I, Item 2. Mid Penn Bank Mid Penn Bank was organized in 1868 under a predecessor name, Millersburg Bank, and became a state-chartered bank in 1931.
As of December 31, 2025, the holding company and its nonbank subsidiaries owned $7.8 million of foreclosed real estate and did not own or lease any other real property. The Bank owns or leases the banking offices as identified in Part I, Item 2.
The committee aims to support healthy work-life balance, understand and better utilize our benefit programs, and foster a positive, wellness-oriented workplace culture. We have found that employees who belong to any of our ERGs are more engaged, are developing leadership skills, and are gaining new experiences through volunteer and networking opportunities.
We have found that employees who belong to any of our ERGs are more engaged, are developing leadership skills, and are gaining new experiences through volunteer and networking opportunities. Education and Development We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion within the organization.
Millersburg Bank obtained trust powers in 1935, at which time its name was changed to Millersburg Trust Company. In 1971, Millersburg Trust Company adopted the name "Mid Penn Bank". Mid Penn’s legal headquarters are located at 2407 Park Drive, Harrisburg, Pennsylvania 17110, and the Bank’s legal headquarters are located at 349 Union Street, Millersburg, Pennsylvania 17061.
Mid Penn Bank Mid Penn Bank was organized in 1868 under a predecessor name, Millersburg Bank, and became a state-chartered bank in 1931. Millersburg Bank obtained trust powers in 1935, at which time its name was changed to Millersburg Trust Company. In 1971, Millersburg Trust Company adopted the name "Mid Penn Bank".
Education and Development We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion within the organization. The education and development of our employees is a priority, and we continue to invest in tools, education programs, certifications, and continuing education to help our employees build their knowledge, skills and experience.
The education and development of our employees is a priority, and we continue to invest in tools, education programs, certifications, and continuing education to help our employees build their knowledge, skills and experience. Through Mid Penn University, we provide in-house training to employees on a variety of topics, including leadership and professional development, cybersecurity, risk, compliance, and emerging technologies.
Our benefits package includes health care coverage, retirement benefits, life and disability insurance, tuition-reimbursement, parental leave, wellness programs, and paid time off. Retention Employee retention helps us operate efficiently and offers continuity to our customers and the community.
Benefits On an ongoing basis, we promote the health and wellness of our employees by strongly encouraging work-life balance. Our benefits package includes health care coverage, retirement benefits, life and disability insurance, tuition-reimbursement, parental leave, wellness programs, and paid time off. 7 MID PENN BANCORP, INC.
Removed
On October 31, 2024, Mid Penn entered into an Agreement and Plan of Merger with William Penn Bancorporation pursuant to which William Penn will merge with and into Mid Penn in an all-stock transaction valued at approximately $107 million, based on Mid Penn’s closing stock price as of October 30, 2024.
Added
In addition to Mid Penn Bank, Mid Penn maintains six wholly-owned nonbank subsidiaries: MPB Financial Services, LLC, that serves as the mid-tier holding company for MPB Risk Services, LLC, a licensed insurance producer, MPB Acquisition Sub I, LLC, which was formed in connection with the acquisition of Cumberland Advisors, LLC.
Removed
The Merger has been approved unanimously by each company’s board of directors and is expected to close in the first half of 2025. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Mid Penn and William Penn shareholders.
Added
Mid Penn’s legal headquarters are located at 2407 Park Drive, Harrisburg, Pennsylvania 17110, and the Bank’s legal headquarters are located at 349 Union Street, Millersburg, Pennsylvania 17061. On March 1, 2015, in connection with the acquisition of Phoenix Bancorp, Inc.
Removed
As of December 31, 2024, the Bank operates 42 full-service retail banking locations in the Pennsylvania counties of Berks, Blair, Bucks, Chester, Clearfield, Cumberland, Dauphin, Fayette, Huntingdon, Lancaster, Lehigh, Luzerne, Montgomery, Perry, Schuylkill and Westmoreland, along with 3 full-service retail banking locations in the New Jersey counties of Middlesex and Monmouth.
Added
On April 30, 2025, Mid Penn completed its acquisition of William Penn Bancorporation through the merger of William Penn with and into Mid Penn. In connection with this acquisition, William Penn Bank, a wholly-owned subsidiary of William Penn, merged with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn.
Removed
The Bank also offers other services such as online banking, telephone banking, cash management services, automated teller services and safe deposit boxes.
Added
This transaction included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey. The merger was an all-stock transaction valued at approximately $103.2 million, based on the Mid Penn common stock closing price of $29.05 on April 30, 2025.
Removed
We provide in-house training to employees on a variety of topics, including leadership and professional development, cybersecurity, risk, compliance, and technology. Benefits On an ongoing basis, we promote the health and wellness of our employees by strongly encouraging work-life balance.
Added
Each share of William Penn common stock issued and outstanding as of April 30, 2025, was converted into 0.426 shares of Mid Penn common stock. As a result of the acquisition, Mid Penn issued 3,506,795 shares of Mid Penn common stock.
Removed
Federal Bank regulatory agencies passed a final rule in August 2023 to strengthen and modernize the regulations to better achieve the purposes of the law. These changes will begin to take effect on January 1, 2026.
Added
On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc., which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $4.0 million.
Removed
Mid Penn cannot predict the likelihood of any major changes or the impact such changes might have on Mid Penn, the Bank, or the nonbank subsidiaries.
Added
On September 24, 2025, Mid Penn entered into a Merger Agreement with 1st Colonial in a cash and stock deal valued at nearly $101 million. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, 1st Colonial will merge with and into Mid Penn, with Mid Penn surviving the Merger.
Added
Promptly following the Merger, 1st Colonial's wholly owned bank subsidiary, 1st Colonial Community Bank, will merge with and into the Bank.
Added
The acquisition was completed subsequent to year end. See "Subsequent Events" for additional information. On September 25, 2025, Mid Penn entered into an agreement to acquire Cumberland Advisors, Inc. for a purchase price at closing of $5.5 million. Seventy percent of the purchase price was paid in Mid Penn common stock and the balance in cash.
Added
The agreement provides for the potential cash payment by Mid Penn of up to an additional $1.0 million pursuant to an earn-out, and the issuance of approximately 300,000 stock appreciation rights having a maximum aggregate value of $1.2 million.
Added
Cumberland Advisors, a registered investment advisory firm, recorded a year-to-date annualized revenue of $9.0 million as of the quarter ended June 30, 2025, and brings approximately $3.2 billion of new assets under management to the combined company. The acquisition was completed subsequent to year end. See "Subsequent Events" for additional information.
Added
The Culture Committee aims to support healthy work-life balance, understand and better utilize our benefit programs, and foster a positive, wellness-oriented workplace culture. Our Young Professionals group connects early-career employees to build connections, develop skills, and feel engaged while creating a pipeline of future leaders in the Company.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+18 added−64 removed126 unchanged
Biggest changeGenerally, Mid Penn must receive federal and state regulatory approval before it can acquire a bank or bank holding company. In determining whether to approve a proposed bank acquisition, bank regulators will consider, among other factors, the effect of the acquisition on competition and future prospects.
Biggest changeIn determining whether to approve a proposed bank acquisition, bank regulators will consider, among other factors, the effect of the acquisition on competition and future prospects. Regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations.
Other changes in laws or regulations could cause Mid Penn’s third-party service providers and other vendors to increase the prices they charge to Mid Penn and negatively affect Mid Penn’s expenses and financial results. 22 MID PENN BANCORP, INC. The soundness of other financial institutions may adversely affect Mid Penn.
Other changes in laws or regulations could cause Mid Penn’s third-party service 22 MID PENN BANCORP, INC. providers and other vendors to increase the prices they charge to Mid Penn and negatively affect Mid Penn’s expenses and financial results. The soundness of other financial institutions may adversely affect Mid Penn.
An increase in non-performing loans or collateral value deficiencies could result in a net loss of earnings from these loans, an increase in the provision for credit losses on loans 17 MID PENN BANCORP, INC. and an increase in loan charge-offs, all of which could have a material adverse effect on Mid Penn’s financial condition and results of operations.
An increase in non-performing loans or collateral value deficiencies could result in a net loss of earnings from these loans, an increase in the provision for credit losses on loans and an increase in loan charge-offs, all of which could have a material adverse effect on Mid Penn’s financial condition and results of operations. 18 MID PENN BANCORP, INC.
Mid Penn’s profitability depends significantly on economic conditions in Pennsylvania. Unlike larger or regional financial institutions that are more geographically diversified, Mid Penn’s success is dependent to a significant degree on economic conditions in Pennsylvania, especially in the eighteen counties and the specific markets primarily served by Mid Penn.
Mid Penn’s profitability depends significantly on economic conditions in Pennsylvania. Unlike larger or regional financial institutions that are more geographically diversified, Mid Penn’s success is dependent to a significant degree on economic conditions in Pennsylvania, especially in the nineteen counties and the specific markets primarily served by Mid Penn.
Growth by acquisition involves substantial risks, as the ultimate success of such acquisitions may depend on, among other things, the ability to realize anticipated cost savings and to integrate the acquired companies and operation in a manner that does not result in decreased revenues.
Growth by acquisition involves substantial risks, as the ultimate success of such acquisitions may depend on, among other things, the ability to realize anticipated cost savings and effectively integrate the acquired companies in a manner that does not result in decreased revenues.
The occurrence of any failures, interruptions, or security breaches of Mid Penn’s information systems and data could damage Mid Penn’s reputation, cause Mid Penn to incur additional expenses, result in online services or other businesses becoming inoperable, subject Mid Penn to regulatory sanctions or additional regulatory scrutiny, or expose Mid Penn to civil litigation and possible financial liability, any of which could have a material adverse effect on Mid Penn’s financial condition and results of operations. 20 MID PENN BANCORP, INC.
The occurrence of any failures, interruptions, or security breaches of Mid Penn’s information systems and data could damage Mid Penn’s reputation, cause Mid Penn to incur additional expenses, result in online services or other businesses becoming inoperable, subject Mid Penn to regulatory sanctions or additional regulatory scrutiny, or expose Mid Penn to civil litigation and possible financial liability, any of which could have a material adverse effect on Mid Penn’s financial condition and results of operations.
If Mid Penn issues preferred stock in the future that has a preference over its common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if preferred stock is issued with voting rights that dilute the voting power of common stock, the rights of holders of Mid Penn’s common stock or the market price of the common stock could be adversely affected. 29 MID PENN BANCORP, INC.
If Mid Penn issues preferred stock in the future that has a preference over its common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if preferred stock is issued with voting rights that dilute the voting power of common stock, the rights of holders of Mid Penn’s common stock or the market price of the common stock could be adversely affected.
Further, the asset quality or other financial characteristics of an acquired company may deteriorate from the date a merger or other acquisition agreement is entered into and when the transaction is completed or the post-merger period. Mid Penn has spent and may continue to spend significant resources identifying companies and businesses to acquire.
Further, the asset quality or other financial characteristics of an acquired company may deteriorate from the date a merger or other acquisition agreement is entered into and when the transaction is completed or the post-merger period. 24 MID PENN BANCORP, INC. Mid Penn has spent and may continue to spend significant resources identifying companies and businesses to acquire.
Investment in Mid Penn common stock is inherently risky for the reasons described elsewhere in this "Risk Factors" section, in this document, and our other filings with the SEC. Mid Penn common stock is also subject to the same market forces that affect the price of common stock in any other publicly traded company.
Investment in Mid Penn common stock is inherently risky for the reasons described elsewhere in this "Risk Factors" section, in this document, and our other filings with the SEC. Mid Penn common stock is also subject to the same market forces that affect the price of 27 MID PENN BANCORP, INC. common stock in any other publicly traded company.
Mid Penn’s ability to pay dividends on its common stock, and principal and interest on its subordinated notes, depends primarily on dividends from its banking subsidiary, which is subject to regulatory limits. 28 MID PENN BANCORP, INC. Mid Penn is a bank holding company and its operations are conducted primarily by its banking subsidiary.
Mid Penn’s ability to pay dividends on its common stock, and principal and interest on its subordinated notes, depends primarily on dividends from its banking subsidiary, which is subject to regulatory limits. Mid Penn is a bank holding company and its operations are conducted primarily by its banking subsidiary.
Mid Penn depends on the accuracy and completeness of information about customers and counterparties. 18 MID PENN BANCORP, INC. In deciding whether to extend credit or enter into other transactions, Mid Penn may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information.
Mid Penn depends on the accuracy and completeness of information about customers and counterparties. In deciding whether to extend credit or enter into other transactions, Mid Penn may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information.
The remediation costs and any other financial liabilities associated 24 MID PENN BANCORP, INC. with an environmental hazard could have a material adverse effect on Mid Penn’s financial condition and results of operations. Mid Penn’s financial performance may suffer if its information technology is unable to keep pace with its growth or industry developments.
The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on Mid Penn’s financial condition and results of operations. Mid Penn’s financial performance may suffer if its information technology is unable to keep pace with its growth or industry developments.
Interest rates are highly sensitive to many factors that are beyond Mid Penn’s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System (the "Federal Reserve").
Interest rates are highly sensitive to many factors that are beyond Mid Penn’s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve.
As of December 31, 2024, approximately 82% of the Bank’s loan portfolio consisted of commercial real estate, commercial and industrial, and construction loans. These types of loans are generally viewed as having more risk of default than residential real estate loans or secured consumer loans. Commercial loans are also typically larger than residential real estate loans and consumer loans.
As of December 31, 2025, approximately 79% of the Bank’s loan portfolio consisted of commercial real estate, commercial and industrial, and construction loans. These types of loans are generally viewed as having more risk of default than residential real estate loans or secured consumer loans. Commercial loans are also typically larger than residential real estate loans and consumer loans.
Risks Related to Mid Penn Common Stock The trading volume in Mid Penn’s common stock is less than that of other larger financial services companies. Mid Penn’s common stock is listed for trading on NASDAQ (symbol: MPB); however, the trading volume in its common stock is less than that of other larger financial services companies.
Mid Penn’s common stock is listed for trading on NASDAQ (symbol: MPB); however, the trading volume in its common stock is less than that of other larger financial services companies.
The Basel III capital requirements require Mid Penn to maintain higher levels of capital, which could reduce profitability. We are subject to comprehensive capital adequacy requirements intended to protect against losses that Mid Penn may incur. Basel III established higher levels of base capital, certain capital buffers, and a migration toward common equity as the key source of regulatory capital.
We are subject to comprehensive capital adequacy requirements intended to protect against losses that Mid Penn may incur. Basel III established higher levels of base capital, certain capital buffers, and a migration toward common equity as the key source of regulatory capital.
Additionally, in lower interest rate environments, the demand for mortgage loans and refinancing activity will tend to increase. This has the effect of increasing fee income but could adversely impact the estimated fair value of Mid Penn’s mortgage servicing rights as the rate of loan prepayments increase.
This has the effect of increasing fee income but could adversely impact the estimated fair value of Mid Penn’s mortgage servicing rights as the rate of loan prepayments increase. In higher interest rate environments, the demand for mortgage loans and refinancing activity will generally be lower.
We intend to pursue a growth plan consistent with our prior business strategy, including growth by acquisition, as well as leveraging our existing branch network or adding new branch locations or offices and personnel in current and adjacent markets we choose to serve.
We intend to pursue a growth plan consistent with our prior business strategy, including growth by acquisition, as well as leveraging our existing branch network or adding new branch locations or offices and personnel in current and adjacent markets we choose to serve. Our recent bank and nonbank acquisitions are reflective of our growth strategy.
Earnings could also be adversely affected if the interest rates received on loans and investments fall more quickly than the interest rates paid on deposits and borrowings. Mid Penn may be subject to a greater risk of rising interest rates due to the current period of rising interest rates and high inflation.
Earnings could also be adversely affected if the interest rates received on loans and investments fall more quickly than the interest rates paid on deposits and borrowings. Mid Penn may be subject to greater interest rate risk in the current environment of elevated interest rates and high inflation.
Due to the complexity of the process, inputs, calculations, and assumptions used in determining whether an investment is in an unrealized loss position, Mid Penn’s assessment of or disclosure of the credit loss on investments may not accurately reflect the actual credit loss in the future.
Due to the complexity of the process, inputs, calculations, and assumptions used in determining whether an investment is in an unrealized loss position, Mid Penn’s assessment of or disclosure of the credit loss on investments may not accurately reflect the actual credit loss in the future. Mid Penn is subject to environmental liability risk associated with lending activities.
If such levels of financial market and economic disruption and volatility continue, there can be no assurance that Mid Penn will not experience adverse effects, which may materially affect its liquidity, financial condition, and profitability. Mid Penn’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings .
If such conditions persist or worsen, there can be no assurance that Mid Penn will not experience adverse effects, which could materially affect our liquidity, financial condition, results of operations and profitability. Mid Penn’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings.
Mid Penn could be required to repurchase mortgage loans or indemnify mortgage loan purchasers due to breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could have a material adverse impact on our liquidity, results of operations and financial condition. 21 MID PENN BANCORP, INC.
Mid Penn could be required to repurchase mortgage loans or indemnify mortgage loan purchasers due to breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could have a material adverse impact on our liquidity, results of operations and financial condition. Mid Penn originates and sells a significant amount of residential mortgage loans into the secondary market.
Mid Penn originates and sells a significant amount of residential mortgage loans into the secondary market. When Mid Penn sells mortgage loans, Mid Penn is required to make customary representations and warranties to purchasers about the mortgage loans and the manner in which they were originated.
When Mid Penn sells mortgage loans, Mid Penn is required to make customary representations and warranties to purchasers about the mortgage loans and the manner in which they were originated.
During a lapse of funding, such as a government shutdown, the SBA may not be able to 19 MID PENN BANCORP, INC. engage in such interaction which may have a material adverse effect on our financial condition and the demand for our services could decline.
Our SBA lending program depends on interaction with the SBA, which is an independent agency of the federal government. During a lapse of funding, such as a government shutdown, the SBA may not be able to engage in such interaction which may have a material adverse effect on our financial condition and the demand for our services could decline.
Mid Penn has completed four other whole bank merger acquisitions in recent years (The Scottdale Bank & Trust Company and First Priority Financial Corp. in 2018, Riverview Financial Corporation on November 30, 2021, and Brunswick Bancorp on May 19, 2023), as well as two nonbank acquisitions.
As of December 31, 2025, Mid Penn has completed five whole bank merger acquisitions (The Scottdale Bank & Trust Company and First Priority Financial Corp. in 2018, Riverview Financial Corporation on November 30, 2021, Brunswick on May 19, 2023, William Penn on April 30, 2025), as well as three nonbank acquisitions.
In addition, these or similar events may impact economic growth negatively, which could have an adverse effect on our business and operations and may have other adverse effects on us in ways that we are unable to predict.
In addition, these or similar events could slow economic growth, which could have an adverse effect on our business, financial condition, and results of operations, and may impact us in ways that we are unable to predict. 20 MID PENN BANCORP, INC.
Mortgage banking income is highly influenced by the level and direction of market forces including mortgage interest rates, and real estate and refinancing activity. Mid Penn sells a significant amount of residential mortgage loans into the secondary market. The sale of these loans generates noninterest income and can be a source of liquidity for the Bank.
Mid Penn’s mortgage banking income may experience significant volatility. Mortgage banking income is highly influenced by the level and direction of market forces including mortgage interest rates, and real estate and refinancing activity. Mid Penn sells a significant amount of residential mortgage loans into the secondary market.
As of December 31, 2024, we had $128.2 million of goodwill and $6.2 million of other intangible assets.
As of December 31, 2025, we had $136.6 million of goodwill and $14.7 million of other intangible assets.
Disruption in the secondary market for residential mortgage loans as well as declines in real estate values could result in an inability to sell mortgage loans on the secondary market, which could negatively impact Mid Penn’s liquidity position. A decline in real estate values could decrease the potential of mortgage originations for Mid Penn, which could negatively impact our earnings.
The sale of these loans generates noninterest income and can be a source of liquidity for the Bank. Disruption in the secondary market for residential mortgage loans as well as declines in real estate values could result in an inability to sell mortgage loans on the secondary market, which could negatively impact Mid Penn’s liquidity position.
If we are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost and savings and anticipated benefits of the Merger could be less than anticipated, and integration may result in additional unforeseen expenses.
If we are not able to successfully achieve these objectives, or if we have failed to accurately estimate the anticipated benefits of the merger, the anticipated benefits may not be realized fully or at all, they may take longer to realize than expected, and we may incur additional unforeseen expenses. 25 MID PENN BANCORP, INC.
These capital levels are determined and dictated by law, regulation, and banking regulatory agencies. Regulators may, from time to time, implement changes to regulatory capital adequacy guidelines. Furthermore, regulators may require that the Corporation and/or the Bank to maintain higher levels of capital based on their condition, risk profile, growth plans, or conditions in the banking industry or economy.
Furthermore, regulators 26 MID PENN BANCORP, INC. may require that the Corporation and/or the Bank to maintain higher levels of capital based on their condition, risk profile, growth plans, or conditions in the banking industry or economy.
A breach of Mid Penn’s information security may result from fraudulent activity committed against Mid Penn or its clients, resulting in financial loss to Mid Penn or its clients, or privacy breaches against Mid Penn’s clients. Such fraudulent activity may consist of check fraud, electronic fraud, wire fraud, "phishing", social engineering, identity theft, or other deceptive acts.
A breach of Mid Penn’s information security, or those of its third-party service providers may result from fraudulent activity committed against Mid Penn or its clients, resulting in financial loss to Mid Penn or its clients, or privacy breaches against Mid Penn’s clients.
Acts of terrorism, natural disasters, global climate change, pandemics, global conflicts, and geopolitical tensions (including as a result of the Russia-Ukraine and Israel-Hamas conflicts) or other similar events could have a negative impact on our business and operations.
Acts of terrorism, natural disasters, global climate change, public health events, global conflicts, and geopolitical tensions may have a negative impact on our business and operations.
While we have business continuity plans in place, such events occurring or persisting, such as the COVID-19 or any future pandemic, could disrupt or delay the normal operations of our business and our facilities (including communications and technology), result in harm to or cause travel limitations on our employees, and have a similar impact on our clients, suppliers, third-party vendors and counterparties.
Such events whether occurring domestically or internationally, could disrupt or delay the normal operations of our business and our facilities, including our communications and technology systems, cause harm to or impose travel limitations on our employees, and adversely affect our clients, suppliers, third-party vendors and counterparties.
Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on Mid Penn’s business and, in turn, Mid Penn’s financial condition and results of operations. The discontinuance of LIBOR presents risks to the financial instruments originated, held or serviced by Mid Penn that use LIBOR as a reference rate.
Reliance on inaccurate or misleading financial 19 MID PENN BANCORP, INC. statements, credit reports or other financial information could have a material adverse impact on Mid Penn’s business and, in turn, Mid Penn’s financial condition and results of operations. The Basel III capital requirements require Mid Penn to maintain higher levels of capital, which could reduce profitability.
These events also could impact us negatively to the extent that they result in reduced capital markets activity, lower asset price levels, or disruptions in general economic activity in the United States or abroad, or in financial market settlement functions.
These events may also negatively impact capital markets activity, asset values, economic activity in the United States or abroad, or financial market functioning.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. Mid Penn has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.
Financial services institutions are highly interconnected through trading, clearing, payment systems, counterparty, or other relationships. As a result, Mid Penn is exposed to credit, liquidity, and operational risks arising from the financial condition of other institutions, including commercial banks, brokers and dealers, investment banks, and institutional clients.
Further, such approvals are subject to expiration if the transaction is not consummated within the time period provided in the approval. Combining Mid Penn and William Penn may be more difficult, costly or time consuming than expected, and we may fail to realize the anticipated benefits of the Merger.
The integration of Mid Penn and 1st Colonial may be more difficult, costly or time consuming than expected and Mid Penn may fail to realize the anticipated benefits of the Merger.
Regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations. We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted.
We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted.
In higher interest rate environments, the demand for mortgage loans and refinancing activity will generally be lower. This has the effect of decreasing mortgage loan originations and refinance activities, and related fee income opportunities.
This has the effect of decreasing mortgage loan originations and refinance activities, and related fee income opportunities. 21 MID PENN BANCORP, INC.
Any special assessments or future changes in the calculation or assessment of FDIC insurance premiums may have a material adverse effect on the results of Mid Penn’s operations and financial condition.
A default, failure or financial distress of any such counterparty could result in losses or disruptions that could have a material adverse effect on Mid Penn’s financial condition and results of operations.
Mid Penn anticipates that the FDIC will impose additional special assessments on all banks in order to replenish the DIF. Mid Penn generally is unable to control the amount of premiums or special assessments that its banking subsidiary is required to pay for FDIC insurance. As of December 31, 2024, Mid Penn has not been subject to additional special assessments.
The FDIC has authority to adjust assessment rates and impose special assessments to maintain the adequacy of the DIF, and Mid Penn generally has limited ability to control the amount of premiums or assessments that its banking subsidiary may be required to pay.
The success of the Merger will depend on, among other things, our ability to integrate William Penn into our business in a manner that facilitates growth opportunities and achieves the anticipated benefits of the Merger.
The success of the Merger will depend, in part, on the ability to realize the anticipated growth opportunities and cost savings from combining the businesses of Mid Penn and 1st Colonial.
In 2024, the Federal Reserve cut interest rates three times in response to cooling inflation and a weakening labor market, after raising interest rates in 2023 and 2022 to curb inflation, which was expected to drive down the prices of income or dividend-paying securities. The risk that interest rates may remain volatile is pronounced.
In recent years, the Federal Reserve has raised and lowered interest rates in response to changing economic conditions, including inflation trends and labor market dynamics. The risk that interest rates may remain volatile is pronounced.
Removed
The London Interbank Offered Rate ("LIBOR") and certain other "benchmarks" are the subject of recent national, international, and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences, which cannot be predicted.
Added
Such fraudulent activity may consist of check fraud, electronic fraud, wire fraud, "phishing", social engineering, identity theft, or other deceptive acts.
Removed
On July 27, 2017, the United Kingdom’s Financial Conduct Authority ("FCA"), which regulates LIBOR, publicly announced that it intended to stop persuading or compelling banks to submit LIBOR rates after 2021.
Added
A decline in real estate values could decrease the potential of mortgage originations for Mid Penn, which could negatively impact our earnings. Additionally, in lower interest rate environments, the demand for mortgage loans and refinancing activity will tend to increase.
Removed
Since then, regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee) have, among other things, published recommended fall-back language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., the Secured Overnight Financing Rate ("SOFR") as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments.
Added
Periods of stress or instability in the banking system and broader financial markets may reduce confidence in financial institutions, increase market volatility, and adversely affect access to liquidity, funding sources, and capital markets.
Removed
The administrator of LIBOR ceased publishing most non-USD LIBOR settings beginning on January 1, 2022, and as of July 1, 2023, the overnight one-month, three-month, six-month, and 12-month USD LIBOR settings were no longer published. Currently, SOFR is the alternative reference rate replacing LIBOR for most types of transactions.
Added
While Mid Penn did not have any direct exposure to banks that failed or were resolved in an FDIC-assisted transaction in 2023, similar events in the future, whether involving banks, non-bank financial institutions, or market infrastructure participants, could negatively impact our ability to access cash, cash equivalents or investments, or otherwise adversely affect our business and financial condition.
Removed
SOFR is viewed as a "riskless rate" as it is derived from rates on overnight U.S. Treasury repurchase transactions, which are essentially overnight loans secured by U.S. Treasury securities and are largely viewed as not presenting credit risk. The BSBY is another alternative reference rate that is in use primarily in the loan market.
Added
Financial markets and the broader economy may experience periods of heightened volatility, stress, or disruption due to a variety of factors, including, changes in interest rates, inflation, monetary policy, economic growth, geopolitical events, public health events, or instability in the banking or financial services sector..
Removed
BSBY is intended to reflect large banks’ marginal wholesale cost of funds and is a credit-sensitive rate with a forward-looking term structure. The failure to properly transition away from LIBOR may result in increased supervisory scrutiny.
Added
Adverse market and economic conditions may exert downward pressure on equity and debt securities prices, reduce liquidity in capital and credit markets, and adversely affect the availability and cost of funding and credit for financial institutions, including Mid Penn.
Removed
In addition, the implementation of LIBOR reform proposals may result in increased compliance costs and operational costs, including costs related to continued participation in LIBOR and the transition to a replacement reference rate or rates, which cannot currently be reasonably estimated.
Added
Stress or instability in the banking system may increase the costs of the Deposit Insurance Fund ("DIF") and result in higher FDIC insurance premiums or the imposition of special assessments on insured depository institutions.
Removed
The discontinuance of LIBOR may result in uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing documents, may adversely affect the value of Mid Penn’s floating rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates and may also increase operational and other risks to Mid Penn and the industry, including reputational and litigation risk.
Added
Although Mid Penn has not been subject to additional special assessments as of December 31, 2025, any future increases in FDIC insurance premiums or the imposition of special assessments could adversely affect our earnings, financial condition, and results of operations.
Removed
Our SBA lending program depends on interaction with the SBA, which is an independent agency of the federal government.
Added
On January 1, 2026 and February 27, 2026, Mid Penn completed the Cumberland Advisors Acquisition and 1st Colonial Acquisition, marking Mid Penn's fourth non-bank acquisition and sixth whole bank merger acquisition. Generally, Mid Penn must receive federal and state regulatory approval before it can acquire a bank or bank holding company.
Removed
We are required to make a number of judgments in applying generally accepted accounting standards, and different estimates and assumptions in the application of these accounting standards could result in a decrease in capital and/or other material changes to our reports of financial condition and results of operations.
Added
Risks Related to the 1st Colonial Merger We expect to continue to incur substantial costs related to the Merger.
Removed
Generally accepted accounting principles involve certain estimates and processes that are particularly susceptible to significant change, including those related to the determination of the allowance for credit losses and reserve for unfunded lending commitments, the fair value of and potential impairment of certain financial instruments including investment securities, income tax assets or liabilities (including deferred tax assets and any related valuation allowance), and share-based compensation.
Added
We have incurred substantial costs in connection with the Merger and subsequent integration of the processes, policies, procedures, operations, and technologies and systems, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits.
Removed
While we have identified critical accounting policies and have procedures and processes in place to support making the related judgments and estimates, changes to the processes, assumptions, or models in the application of these generally accepted accounting principles, and the impact to the related judgments and estimates could result in a decrease to net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations.
Added
While we have attempted to accurately forecast these costs, factors that are beyond our control or that we have failed to accurately estimate could result in us incurring future charges in excess of our current estimates. These charges could be material and could materially adversely affect our future earnings.
Removed
From time to time, the Financial Accounting Standards Board, and the SEC issues changes to or updated interpretations of the financial accounting and reporting guidance that governs the preparation of Mid Penn’s financial statements. These changes are beyond our control, can be difficult to predict, and could materially impact how we report our financial condition and results of operations.
Added
To realize the anticipated benefits and cost savings from the Merger, we must successfully integrate and combine the businesses of Mid Penn and 1st Colonial in a manner that permits those cost savings to be realized.
Removed
We could be required to apply new or revised guidance retrospectively, which may result in the revision of prior financial statements by material amounts. The implementation of new or revised guidance could also result in material adverse effects to our reported capital. Mid Penn’s mortgage banking income may experience significant volatility.
Added
The integration process could result in the loss of key employees, diversion of management attention and resources, the disruption of the combined company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees.
Removed
Many of these transactions expose Mid Penn to credit risk and losses in the event of a default by a counterparty or client. Any such losses could have a material adverse effect on Mid Penn’s financial condition and results of operations. During 2023, five banks either failed or were sold in an FDIC-assisted transaction.
Added
Our future results may suffer if we do not effectively manage our expanded operations. As a result of the merger, the size, scope, and complexity of our business has increased significantly beyond that of either Mid Penn's of 1st Colonial's business prior to the Merger.
Removed
Mid Penn did not have any direct exposure to any of the affected banks.
Added
Our future success will depend, in part, upon our ability to manage and achieve the benefits we have anticipated will be associated with this expanded business, challenges, including challenges related to the management and monitoring of new operations, and the associated increased costs and complexity.
Removed
However, if other banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.
Added
There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, growth opportunities, revenue enhancements or other benefits currently anticipated. Risks Related to Mid Penn Common Stock The trading volume in Mid Penn’s common stock is less than that of other larger financial services companies.
Removed
The capital and credit markets have recently experienced extreme volatility and economic disruption, most recently due to the takeover by the FDIC of both Silicon Valley Bank ("SVB") and Signature Bank in March 2023, and, prior to that, due to the COVID-19 pandemic.
Added
These capital levels are determined and dictated by law, regulation, and banking regulatory agencies. Regulators may, from time to time, implement changes to regulatory capital adequacy guidelines.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThey guide the full Board in setting cybersecurity objectives, approving policies, and allocating resources. We acknowledge that risk is a natural part of the financial industry. The threat landscape is ever-changing, and with increasingly sophisticated techniques, threat actors pose a greater risk to Mid Penn and its customers, leaving us vulnerable to cyberattacks and information security incidents.
Biggest changeThey guide the full Board in setting cybersecurity objectives, approving policies, and allocating resources. 29 MID PENN BANCORP, INC. We acknowledge that risk is a natural part of the financial industry.
The company's cybersecurity strategy is actively overseen and guided by the Board of Directors through a quarterly subcommittee meeting with the full Board engaged annually. Executive management provides cybersecurity and risk management updates to the Board through the Risk Committee and the Technology Steering Committee. Information Technology knowledge is considered a core competency by eight of eleven Board members.
The company's cybersecurity strategy is actively overseen and guided by the Board of Directors through a quarterly subcommittee meeting with the full Board engaged annually. Executive management provides cybersecurity and risk management updates to the Board through the Management Risk Committee and the Technology Steering Committee. Information Technology knowledge is considered a core competency by eight of eleven Board members.
Additionally, we regularly conduct social engineering tests on our employees to keep them sharp and alert for threats through email, text messages, and voice calls. Mid Penn did not experience a material incident to our computer systems or networks in 2024.
Additionally, we regularly conduct social engineering tests on our employees to keep them sharp and alert for threats through email, text messages, and voice calls. Mid Penn did not experience a material incident to our computer systems or networks in 2025.
The Chief Information Security Officer has 20 years of experience and is accompanied by an Information Security Officer with eleven years of experience in the field. With more than 15 years of experience in information technology and network security, the Information Technology Operations Manager is highly skilled in network security and risk mitigation.
The Chief Information and Technology Officer has over 20 years of experience and is accompanied by the Director of Information Security with more than 10 years of experience in the field. With more than 15 years of experience in information technology and network security, the Information Technology Operations Manager is highly skilled in network security and risk mitigation.
However, our commitment is to maintain a careful balance between innovation and risk mitigation. To achieve this, we have developed a risk appetite that aligns with our strategic goals and regulatory requirements. This framework encourages innovation while ensuring our risks are well-understood, measured, and managed. 31 MID PENN BANCORP, INC.
To achieve this, we have developed a risk appetite that aligns with our strategic goals and regulatory requirements. This framework encourages innovation while ensuring our risks are well-understood, measured, and managed.
Added
The threat landscape is ever-changing, and with increasingly sophisticated techniques, threat actors pose a greater risk to Mid Penn and its customers, leaving us vulnerable to cyberattacks and information security incidents. However, our commitment is to maintain a careful balance between innovation and risk mitigation.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, the Bank’s retail office network was comprised of 45 full-service retail locations. The Bank owned 26 of those locations and leased 19 locations. All real estate owned by Mid Penn is free and clear of encumbrances. Mid Penn’s leases expire at various dates through the year 2039 and generally include options to renew.
Biggest changeAll real estate owned by Mid Penn is free and clear of encumbrances. Mid Penn’s leases expire at various dates through the year 2039 and generally include options to renew. For additional information regarding the lease commitments, See "Note 7 - Leases" , within Item 8, Notes to Consolidated Financial Statements.
Additionally, the Bank owns one building in Halifax, Pennsylvania that serves as an operational support facility and one building in Harrisburg, Pennsylvania that serves as corporate administrative and operational support offices. Administrative space is also leased in Malvern, Pottsville, Lancaster, Clearfield and Chambersburg, Pennsylvania.
Additionally, the Bank owns one building in Halifax, Pennsylvania that serves as an operational support facility, one building in Harrisburg, Pennsylvania that serves as corporate administrative and operational support offices, and one administrative building in Woodglen, Pennsylvania. Administrative space is also leased in Bristol, Chambersburg, Clearfield, Conshohocken, Lancaster, Lititz, Malvern, and Palmyra Pennsylvania.
Removed
For additional information regarding the lease commitments, See "Note 7 - Leases" , within Item 8, Notes to Consolidated Financial Statements.
Added
The bank also owns a vacant parcel of land adjacent to the Corporation's headquarters that is held for future development. As of December 31, 2025, the Bank’s retail office network was comprised of 59 full-service retail locations. The Bank owned 31 of those locations and leased 28 locations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+3 added−1 removed6 unchanged
Biggest changeIndex 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Mid Penn Bancorp, Inc. 100.00 78.79 117.84 114.38 96.05 117.89 Current Peers (1) 100.00 79.03 112.09 106.63 104.92 118.63 Prior Peers (2) 100.00 78.92 118.12 110.33 112.74 131.54 KBW NASDAQ Bank Index Return 100.00 86.37 116.64 88.97 84.71 112.44 (1) Current Peers includes AROW, CCNE, CHMG, CNOB, CZFS, CZNC, FCF, FFIC, FISI, FRBA, LNKB, ORRF, PFIS, PGC, SHBI, STBA, TMP, UNTY and UVSP; Excludes FLIC due to pending merger with CNOB (2) Prior Peers includes AMAL, CCNE, CHCO, CNOB, FCF, FFIC, FISI, KRNY, MCB, NFBK, ORRF, PGC, STBA, TBBK, TMP, TRST, UVSP and WASH; Excludes CATC due to completed merger with EBC Note: Peer group returns reflect average total return of respective peer group In accordance with the rules of the SEC, this section, captioned "Stock Performance Graph," is not incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 or the Securities Act of 1933.
Biggest changeIndex 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Mid Penn Bancorp, Inc. 100.00 149.57 145.18 121.91 149.63 165.57 Current Peers (1) 100.00 144.64 139.62 136.95 156.77 167.10 Prior Peers (2) 100.00 143.01 137.96 137.11 157.58 172.51 KBW NASDAQ Bank Index Return 100.00 135.05 103.01 98.07 130.19 167.69 (1) Current Peers includes BHRB, CARE, CBNK, CCNE, CNOB, FCF, FISI, FRBA, FRST, NBTB, OCFC, ORRF, PFIS, PGC, SHBI, STBA, TMP, and UVSP (2) Prior Peers includes AROW, CCNE, CHMG, CNOB, CZFS, CZNC, FCF, FFIC, FISI, FRBA, LNKB, ORRF, PFIS, PGC, SHBI, STBA, TMP, UNTY and UVSP; Excludes FFIC, FLIC, and LNKB due to pending or closed mergers Note: Peer group returns reflect average total return of respective peer group 32 MID PENN BANCORP, INC.
The Repurchase Program was extended through April 24, 2025 by Mid Penn’s Board of Directors on April 24, 2024. Under the Repurchase Program, Mid Penn may conduct 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.
The Repurchase Program was extended through April 30, 2026 by Mid Penn’s Board of Directors on April 23, 2025. Under the Repurchase Program, Mid Penn may conduct 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.
Number of Shareholders: As of March 13, 2025, there were approximately 5,000 shareholders of record of Mid Penn’s common stock. Dividends: Mid Penn’s dividend payout philosophy looks to provide reasonable quarterly cash returns to shareholders while still retaining sufficient earnings to finance future growth and maintain sound capital levels.
Number of Shareholders: As of March 12, 2026, there were approximately 5,400 shareholders of record of Mid Penn’s common stock. Dividends: Mid Penn’s dividend payout philosophy looks to provide reasonable quarterly cash returns to shareholders while still retaining sufficient earnings to finance future growth and maintain sound capital levels.
Annual Meeting: The Annual Meeting of the Shareholders of Mid Penn is expected to be held virtually at 10:00 a.m. on Tuesday, May 13, 2025.
Annual Meeting: The Annual Meeting of the Shareholders of Mid Penn is expected to be held virtually at 10:00 a.m. on Tuesday, May 12, 2026.
Stock Performance Graph As of December 31, 2024, to better align with the Company's direct competitors, the Company has chosen to change the composition of its peer group for the performance graph below. The total shareholder return is based on a $100 investment on December 31, 2019.
Stock Performance Graph As of December 31, 2025, to better align with the Corporation's direct competitors, the Corporation has chosen to change the composition of its peer group for the performance graph below. The total shareholder return is based on a $100 investment on December 31, 2020.
Accounting, Auditing and Internal Control Complaints: Information on how to report a complaint regarding accounting, internal accounting controls or auditing matters is available at Mid Penn's website: www.midpennbank.com Purchases of Equity Securities by the Issuer and Affiliated Purchasers: In 2020, Mid Penn announced the adoption of a treasury stock repurchase program ("Repurchase Program") authorizing the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock, which represents approximately 3.5% of the issued shares based on Mid Penn’s closing stock price and shares issued as of March 31, 2022.
Accounting, Auditing and Internal Control Complaints: Information on how to report a complaint regarding accounting, internal accounting controls or auditing matters is available at Mid Penn's website: www.midpennbank.com Purchases of Equity Securities by the Issuer and Affiliated Purchasers: In 2020, Mid Penn announced the adoption of a treasury stock repurchase program ("Repurchase Program") authorizing the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock.
During the year ended December 31, 2024, Mid Penn repurchased 15,500 shares of common stock at an average price of $20.81 per share. No shares were purchased during the fourth quarter of 2024. As of December 31, 2024, Mid Penn had repurchased 440,722 shares of common stock at an average price of $22.78 per share under the Program.
During the year ended December 31, 2025, Mid Penn repurchased 79,169 shares of common stock at an average price of $28.50 per share. As of December 31, 2025, Mid Penn had repurchased 519,891 shares of common stock at an average price of $23.65 per share under the Program.
Removed
The Repurchase Program had approximately $5.0 million remaining available for repurchase as of December 31, 2024. Securities Authorized for Issuance under Equity Compensation Plans: Information regarding the Corporation’s equity compensation plans is included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. 33 MID PENN BANCORP, INC.
Added
The Repurchase Program had approximately $2.7 million remaining available for repurchase as of December 31, 2025. 31 MID PENN BANCORP, INC.
Added
The following table presents information regarding purchases of the Corporation's common stock for the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar amount of Shares That May Yet Be Purchased October 1 - October 31, 2025 500 28.38 511,891 2,934,006 November 1 - November 30, 2025 8,000 28.95 519,891 2,702,406 December 1 - December 31, 2025 — — 519,891 2,702,406 Securities Authorized for Issuance under Equity Compensation Plans: Information regarding the Corporation’s equity compensation plans is included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Added
In accordance with the rules of the SEC, this section, captioned "Stock Performance Graph," is not incorporated by reference into any of our future filings made under the Securities Exchange Act of 1934 or the Securities Act of 1933.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeManagement’s Discussion and Analysis The following table includes average balances, effective interest differential and interest yields for the years ended December 31: Average Balances, Income and Interest Rates 2024 2023 2022 (Dollars in thousands) Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate ASSETS: Interest Bearing Balances $ 30,576 $ 1,127 3.69 % $ 24,270 $ 361 1.49 % $ 26,633 $ 69 0.26 % Investment Securities: Taxable 543,157 15,254 2.81 544,896 15,141 2.78 500,156 11,663 2.33 Tax-Exempt 73,834 1,464 1.98 78,163 1,540 2.49 78,039 1,497 2.43 Total Investment Securities 616,991 16,718 2.71 623,059 16,681 2.68 578,195 13,160 2.34 Federal Funds Sold 36,436 1,928 5.29 7,161 373 5.21 311,989 1,826 0.59 Loans, net of unearned income 4,373,922 265,522 6.07 3,868,307 218,060 5.65 3,217,282 150,256 4.68 Restricted Investment in Bank Stocks 14,155 1,288 9.10 11,121 864 7.77 6,045 289 4.78 Total Interest-earning Assets 5,072,080 286,583 5.65 4,533,918 236,339 5.21 4,140,144 165,600 4.02 Cash and Due from Banks 39,995 49,503 63,608 Other Assets 300,904 299,666 272,422 Total Assets $ 5,412,979 $ 4,883,087 $ 4,476,174 LIABILITIES & SHAREHOLDERS' EQUITY: Interest-bearing Demand $ 1,001,813 $ 19,001 1.90 % $ 950,326 $ 13,893 1.46 % $ 1,051,605 $ 3,847 0.37 % Money Market 913,311 26,580 2.91 926,034 21,424 2.31 1,040,762 5,277 0.51 Savings 275,692 244 0.09 312,053 230 0.07 355,229 193 0.05 Time 1,541,654 70,495 4.57 1,116,552 43,749 3.92 524,944 4,827 0.92 Total Interest-bearing Deposits 3,732,470 116,320 3.12 3,304,965 79,296 2.40 2,972,540 14,144 0.48 Short-term borrowings 190,885 10,575 5.54 107,323 7,087 6.60 11,914 441 3.70 Long-term debt 27,937 1,321 4.73 45,304 975 2.15 23,344 352 1.51 Subordinated debt and trust preferred securities 46,045 1,696 3.68 49,328 2,008 4.07 70,583 2,830 4.01 Total Interest-bearing Liabilities 3,997,337 129,912 3.25 3,506,920 89,366 2.55 3,078,381 17,767 0.58 Noninterest-bearing Demand 780,538 800,582 848,991 Other Liabilities 62,820 53,530 49,864 Shareholders' Equity 572,284 522,055 498,938 Total Liabilities & Shareholders' Equity $ 5,412,979 $ 4,883,087 $ 4,476,174 Net Interest Income $ 156,671 $ 146,973 $ 147,833 Taxable Equivalent Adjustment (1) 1,018 811 778 Net Interest Income (taxable-equivalent basis) $ 157,689 $ 147,784 $ 148,611 Total Yield on Earning Assets 5.65 % 5.21 % 4.02 % Rate on Supporting Liabilities 3.25 2.55 0.58 Average Interest Spread 2.40 2.66 3.44 Net Interest Margin (1) 3.11 3.26 3.59 (1) Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances. 41 MID PENN BANCORP, INC.
Biggest changeManagement’s Discussion and Analysis The following table includes average balances, effective interest differential and interest yields for the years ended December 31: Average Balances, Income and Interest Rates 2025 2024 2023 (Dollars in thousands) Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate ASSETS: Interest Bearing Balances $ 23,164 $ 611 2.64 % $ 30,576 $ 1,127 3.69 % $ 24,270 $ 361 1.49 % Investment Securities: Taxable 646,267 21,858 3.38 543,157 15,254 2.81 544,896 15,141 2.78 Tax-exempt 66,462 1,343 2.02 73,834 1,464 1.98 78,163 1,540 2.49 Total Investment Securities 712,729 23,201 3.26 616,991 16,718 2.71 623,059 16,681 2.68 Federal funds sold 172,035 7,331 4.26 36,436 1,928 5.29 7,161 373 5.21 Loans, net of unearned income 4,709,514 292,184 6.20 4,373,922 265,522 6.07 3,868,307 218,060 5.65 Restricted investment in bank stocks 6,990 443 6.34 14,155 1,288 9.10 11,121 864 7.77 Total Interest-earning Assets 5,624,432 323,770 5.76 5,072,080 286,583 5.65 4,533,918 236,339 5.21 Cash and Due from Banks 46,249 39,995 49,503 Other Assets 361,211 300,904 299,666 Total Assets $ 6,031,892 $ 5,412,979 $ 4,883,087 LIABILITIES & SHAREHOLDERS' EQUITY: Interest-bearing Demand $ 1,179,007 $ 20,917 1.77 % $ 1,001,813 $ 19,001 1.90 % $ 950,326 $ 13,893 1.46 % Money market 1,176,166 32,783 2.79 913,360 26,580 2.91 925,973 21,424 2.31 Savings 306,431 249 0.08 275,692 244 0.09 312,053 230 0.07 Time 1,674,557 67,857 4.05 1,541,605 70,495 4.57 1,116,613 43,749 3.92 Total Interest-bearing Deposits 4,336,161 121,806 2.81 3,732,470 116,320 3.12 3,304,965 79,296 2.40 Short-term borrowings 8,044 381 4.74 190,885 10,575 5.54 107,323 7,087 6.60 Long-term debt 23,358 1,030 4.41 27,937 1,321 4.73 45,304 975 2.15 Subordinated debt 35,881 1,458 4.06 46,045 1,696 3.68 49,328 2,008 4.07 Total Interest-bearing Liabilities 4,403,444 124,675 2.83 3,997,337 129,912 3.25 3,506,920 89,366 2.55 Noninterest-bearing Demand 816,429 780,538 800,582 Other Liabilities 81,958 62,820 53,530 Shareholders' Equity 730,061 572,284 522,055 Total Liabilities & Shareholders' Equity $ 6,031,892 $ 5,412,979 $ 4,883,087 Net Interest Income $ 199,095 $ 156,671 $ 146,973 Taxable Equivalent Adjustment (1) 975 1,018 811 Net Interest Income (taxable-equivalent basis) $ 200,070 $ 157,689 $ 147,784 Total Yield on Earning Assets 5.76 % 5.65 % 5.21 % Rate on Supporting Liabilities 2.83 3.25 2.55 Average Interest Spread 2.93 2.40 2.66 Net Interest Margin (1) 3.56 3.11 3.26 (1) Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances. 41 MID PENN BANCORP, INC.
The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements: • Mid Penn’s ability to efficiently integrate acquisitions, including the Merger, into its business and operations, which may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Mid Penn’s existing business and operations; • the possibility that the anticipated benefits of the Merger, including anticipated cost savings and other synergies of the Merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Merger may be greater than expected; • the effects of future economic conditions on Mid Penn, the Bank, our nonbank subsidiaries, and our markets and customers; • governmental monetary and fiscal policies, as well as legislative and regulatory changes; • future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government; • business or economic disruption from national or global epidemic or pandemic events; • the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, the value of investment securities, and interest rate protection agreements; • the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; • an increase in the Pennsylvania Bank Shares Tax to which the Bank’s capital stock is currently subject, or imposition of any additional taxes on the capital stock of Mid Penn or the Bank; • impacts of the capital and liquidity requirements imposed by bank regulatory agencies; • the effect of changes in accounting policies and practices, as may be adopted by regulatory agencies, as well as the Public Company Accounting Oversight Board, Financial Accounting Standards Board, the SEC, and other accounting and reporting rule making authorities; • the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, including litigation related to the Merger; • changes in technology; • our ability to implement business strategies, including our acquisition strategy; • our ability to successfully expand our franchise, including through acquisitions or establishing new offices at favorable prices; • our ability to successfully integrate any banks, companies, offices, assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames; • potential goodwill impairment charges, or future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames; 35 MID PENN BANCORP, INC.
The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements: • Mid Penn’s ability to efficiently integrate acquisitions, including the Merger, into its business and operations, which may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Mid Penn’s existing business and operations; • the possibility that the anticipated benefits of the Merger, including anticipated cost savings and other synergies of the Merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Merger may be greater than expected; • the effects of future economic conditions on Mid Penn, the Bank, our nonbank subsidiaries, and our markets and customers; • governmental monetary and fiscal policies, as well as legislative and regulatory changes; • future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government; • business or economic disruption from national or global epidemic or pandemic events; • the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, the value of investment securities, and interest rate protection agreements; • the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; • an increase in the Pennsylvania Bank Shares Tax to which the Bank’s capital stock is currently subject, or imposition of any additional taxes on the capital stock of Mid Penn or the Bank; • impacts of the capital and liquidity requirements imposed by bank regulatory agencies; • the effect of changes in accounting policies and practices, as may be adopted by regulatory agencies, as well as the Public Company Accounting Oversight Board, Financial Accounting Standards Board, the SEC, and other accounting and reporting rule making authorities; • the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; • changes in technology; • our ability to implement business strategies, including our acquisition strategy; • our ability to successfully expand our franchise, including through acquisitions or establishing new offices at favorable prices; • our ability to successfully integrate any banks, companies, offices, assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames; • potential goodwill impairment charges, or future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames; 34 MID PENN BANCORP, INC.
Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgement by Management about the effect of matters that are inherently uncertain.
Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.
The Bank also maintains strict documentation requirements and robust credit quality assurance practices in order to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.
The Bank also maintains strict documentation requirements and robust credit quality assurance practices to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced.
Management’s Discussion and Analysis The following table presents the expected maturities of the investment portfolio and the weighted average yields (calculated based on historical cost and net of tax) as of December 31, 2024: Maturing (In Thousands) One Year and Less After One Year thru Five Years After Five Years Thru Ten Years After Ten Years As of December 31, 2024 Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Available for sale securities, at fair value: U.S.
Management’s Discussion and Analysis The following table presents the expected maturities of the investment portfolio and the weighted-average yields (calculated based on historical cost and net of tax) as of December 31, 2025: Maturing (Dollars in thousands) One Year and Less After One Year thru Five Years After Five Years Thru Ten Years After Ten Years Total As of December 31, 2025 Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Amount Weighted-Average Yield Available-for-sale securities, at fair value: U.S.
A summary of charge-offs and recoveries of loans and the provision for loan losses is shown in the table below. 44 MID PENN BANCORP, INC.
A summary of charge-offs and recoveries of loans and the provision for loan losses is shown in the table below. 43 MID PENN BANCORP, INC.
Management’s Discussion and Analysis The volume analysis of changes in net interest income as of December 31 are as follows: Years Ended December 31, 2024 vs. December 31, 2023 Years ended December 31, 2023 vs.
Management’s Discussion and Analysis The volume analysis of changes in net interest income as of December 31 are as follows: Years Ended December 31, 2025 vs. December 31, 2024 Years ended December 31, 2024 vs.
Loan fees of $4.8 million, $4.6 million and $8.4 million are included with loan interest income in the following table for the years ended December 31, 2024, 2023, and 2022, respectively. 40 MID PENN BANCORP, INC.
Loan fees of $5.5 million, $4.8 million and $4.6 million are included with loan interest income in the following table for the years ended December 31, 2025, 2024, and 2023, respectively. 40 MID PENN BANCORP, INC.
Mid Penn’s investment portfolio is utilized primarily to support overall liquidity and interest rate risk management, to provide collateral supporting pledging requirements for public funds on deposit, and to generate additional interest income within reasonable risk parameters. Mid Penn’s investment portfolio includes both held-to-maturity securities and available-for-sale securities. 49 MID PENN BANCORP, INC.
Investment Securities Mid Penn’s investment portfolio is utilized primarily to support overall liquidity and interest rate risk management, to provide collateral supporting pledging requirements for public funds on deposit, and to generate additional interest income within reasonable risk parameters. Mid Penn’s investment portfolio includes both held-to-maturity securities and available-for-sale securities.
The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses, non-interest expenses and income taxes. 36 MID PENN BANCORP, INC.
The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses, noninterest expenses and income taxes. 35 MID PENN BANCORP, INC.
Mid Penn maintained regulatory capital levels, leverage ratios, and risk-based capital ratios as of December 31, 2024 and 2023, as follows: December 31, 2024 December 31, 2023 Regulatory Minimum for Capital Adequacy Tier I Leverage Capital (to Average Assets) 9.98 % 8.32 % 4.00 % Common Equity Tier I (to Risk-Weighted Assets) 12.09 9.78 7.00 Tier I Risk-Based Capital (to Risk-Weighted Assets) 12.09 9.78 8.50 Total Risk-Based Capital (to Risk-Weighted Assets) 13.98 % 11.69 % 10.50 % As of December 31, 2024 and December 31, 2023, Mid Penn and the Bank met all capital adequacy requirements, and the Bank was considered "well-capitalized".
Mid Penn maintained regulatory capital levels, leverage ratios, and risk-based capital ratios as of December 31, 2025 and 2024, as follows: December 31, 2025 December 31, 2024 Regulatory Minimum for Capital Adequacy Tier I Leverage Capital (to Average Assets) 11.02 % 9.98 % 4.00 % Common Equity Tier I (to Risk-Weighted Assets) 13.55 12.09 7.00 Tier I Risk-Based Capital (to Risk-Weighted Assets) 13.55 12.09 8.50 Total Risk-Based Capital (to Risk-Weighted Assets) 14.32 % 13.98 % 10.50 % As of December 31, 2025 and December 31, 2024, Mid Penn and the Bank met all capital adequacy requirements, and the Bank was considered "well-capitalized".
Tax-equivalent adjustments were calculated using a statutory corporate tax rate of 21% for the years ended December 31, 2024, 2023 and 2022. For purposes of calculating loan yields, average loan balances include non-accrual loans.
Tax-equivalent adjustments were calculated using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023. For purposes of calculating loan yields, average loan balances include nonaccrual loans.
Generally, Mid Penn’s effective tax rate is below the federal statutory rate due to earnings on tax-exempt loans, investments, and earnings from the cash surrender value of life insurance, as well as the impact of federal income tax credits, including those awarded from Mid Penn’s low- 48 MID PENN BANCORP, INC. Management’s Discussion and Analysis income housing investments.
Generally, Mid Penn’s effective tax rate is below the federal statutory rate due to earnings on tax-exempt loans, investments, and earnings from the cash surrender value of life insurance, as well as the impact of federal income tax credits, including those awarded from Mid Penn’s low-income housing investments.
Application of certain principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates used in applying these principles are based on historical experiences and 38 MID PENN BANCORP, INC. Management’s Discussion and Analysis other factors which are believed to be reasonable under the circumstances.
Application of certain principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates used in applying these principles are based on historical experiences and other factors which are believed to be reasonable under the circumstances.
Mid Penn’s ACL methodology for loans is based upon guidance within FASB ASC Subtopic 326-20, "Financial Instruments – Credit Losses – Measured at Amortized Cost," as well as regulatory guidance from the FDIC, the Bank's primary federal regulator.
Management’s Discussion and Analysis Credit Quality, Credit Risk, and Allowance for Credit Losses Mid Penn’s ACL methodology for loans is based upon guidance within FASB ASC Subtopic 326-20, "Financial Instruments – Credit Losses – Measured at Amortized Cost," as well as regulatory guidance from the FDIC, the Bank's primary federal regulator.
Summary of Financial Results • Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the year ended December 31, 2024 was $49.4 million or $2.90 per common share basic and diluted, compared to earnings of $37.4 million or $2.29 per common share basic and diluted for the year ended December 31, 2023.
Summary of Financial Results • Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the year ended December 31, 2025 was $56.2 million or $2.59 per basic and $2.55 per diluted common share, compared to earnings of $49.4 million or $2.90 per basic and diluted common share for the year ended December 31, 2024.
In addition, our net interest income may be impacted by further interest rate actions of the Federal Reserve’s FOMC. 43 MID PENN BANCORP, INC.
In addition, our net interest income may be impacted by further interest rate actions of the Federal Reserve’s FOMC.
The provision for income taxes for the year ended December 31, 2024 reflects an effective combined Federal and state tax rate ("ETR") of 17.6%, compared to an ETR of 16.3% for the year ended December 31, 2023 .
The provision for income taxes for the year ended December 31, 2025 reflects an effective combined Federal and state tax rate ("ETR") of 22.3%, com pared to an ETR of 17.6% for the year ended December 31, 2024.
See also the "Net Interest Income" section. (2) Annualized ratios During the second quarter of 2023, Mid Penn completed the Brunswick Acquisition, which added total assets of $390.7 million comprised primarily of $324.5 million of loans. This transaction resulted in the addition of 5 branches in central New Jersey.
During the second quarter of 2023, Mid Penn completed the Brunswick Acquisition, which added total assets of $390.7 million comprised primarily of $324.5 million of loans. This transaction resulted in the addition of 5 branches in central New Jersey.
Deposits and Other Funding Sources Mid Penn's primary source of funds are retail deposits from businesses, public funds depositors, and consumers in its market area. For the year ended December 31, 2024, deposits totaled $4.7 billion, an increase of $343.7 million, or 7.9%, compared to $4.3 billion as of December 31, 2023.
Deposits and Other Funding Sources Mid Penn's primary source of funds is retail deposits from businesses, public funds depositors, and consumers in its market area. For the year ended December 31, 2025, deposits totaled $5.2 billion, an increase of $524.7 million, or 11.2%, compared to $4.7 billion as of December 31, 2024.
The CECL estimate is highly sensitive to the economic forecasts used to develop the estimate. While management uses the best information known to it in order to make ACL valuations, adjustments to the ACL may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance.
While management uses the best information known to it to make ACL valuations, adjustments to the ACL may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance.
Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain.
Evaluations of the portfolio and individual credits are inherently 38 MID PENN BANCORP, INC. Management’s Discussion and Analysis subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgment by Management about the effect of matters that are inherently uncertain.
However, future changes in regulations could increase capital requirements and may have an adverse effect on capital resources.
However, future changes in regulations could increase capital requirements and may have an adverse effect on capital resources. 55 MID PENN BANCORP, INC.
To the extent actual outcomes differ from management estimates, additional PCL may be required that would adversely impact earnings in future periods. The allowance for credit losses - Loans was $35.5 million as of December 31, 2024, an increase of $1.3 million, or 3.9%, compared to $34.2 million as of December 31, 2023.
To the extent actual outcomes differ from management estimates, additional provision for credit losses may be required that would adversely impact earnings in future periods. The allowance for credit losses - loans was $36.1 million as of December 31, 2025, an increase of $577 thousand, or 1.6%, compared to $35.5 million as of December 31, 2024.
Income Taxes The provision for income taxes was $10.6 million during the year ended December 31, 2024 , an increase of $3.3 million compared to $7.3 million for the same period in 2023 .
Income Taxes The provision for income taxes was $16.1 million during the year ended December 31, 2025 , an increase of $5.5 million compared to $10.6 million for the same period in 2024 .
At December 31, 2023, the unrealized gain on AFS investment securities resulted in a positive impact to shareholders’ equity of $2.0 million (comprised of a gross unrealized gain on securities of $2.1 million, net of deferred income tax). Mid Penn does not have any significant concentrations of non-governmental securities within its investment portfolio.
As of December 31, 2024, the unrealized loss on AFS investment securities resulted in a negative impact to shareholders’ equity of $1.6 million (comprised of a gross unrealized loss on securities of $2.0 million, net of deferred income tax). Mid Penn does not have any significant concentrations of non-governmental securities within its investment portfolio. 48 MID PENN BANCORP, INC.
Management’s Discussion and Analysis The following table represents non-performing assets as of: December 31, (Dollars in thousands) 2024 2023 2022 Non-performing Assets: Total non-accrual loans $ 22,610 $ 14,216 $ 8,585 Foreclosed real estate 44 293 43 Total non-performing assets 22,654 14,509 8,628 Accruing loans 90 days or more past due — — 654 Total risk elements $ 22,654 $ 14,509 $ 9,282 Non-accrual loans as a percentage of total loans outstanding 0.51 % 0.33 % 0.24 % Non-performing assets as a percentage of total loans outstanding and foreclosed real estate 0.51 % 0.34 % 0.25 % Allowance for credit losses as a percentage of total loans 0.80 % 0.80 % 0.54 % Ratio of ACL to non-performing loans 157.07 % 240.48 % 220.82 % Total nonperforming assets were $22.7 million at December 31, 2024, an increase compared to nonperforming assets of $14.5 million at December 31, 2023.
Management’s Discussion and Analysis The following table represents non-performing assets as of: December 31, (Dollars in thousands) 2025 2024 2023 Nonperforming Assets: Total nonaccrual loans $ 22,951 $ 22,610 $ 14,216 Foreclosed real estate 7,806 44 293 Total nonperforming assets 30,757 22,654 14,509 Accruing loans 90 days or more past due — — — Total risk elements $ 30,757 $ 22,654 $ 14,509 Nonaccrual loans as a percentage of total loans outstanding 0.47 % 0.51 % 0.33 % Nonperforming assets as a percentage of total loans outstanding and foreclosed real estate 0.63 % 0.51 % 0.34 % Allowance for credit losses as a percentage of total loans 0.74 % 0.80 % 0.80 % Ratio of ACL-loans to nonperforming loans 157.25 % 157.07 % 240.48 % Total nonperforming assets were $30.8 million as of December 31, 2025, an increase compared to nonperforming assets of $22.7 million as of December 31, 2024.
For details on the variances of noninterest income for the year ended December 31, 2023 compared to the year ended December 31, 2022 refer to the "Noninterest Income" section of the Management's Discussion and Analysis in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
For details on the variances of noninterest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Income" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
For details on the variances of noninterest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 refer to the "Noninterest Expense" section of the Management's Discussion and Analysis in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
For details on the variances of noninterest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Expense" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Management’s Discussion and Analysis The following table presents a summary of the Corporation's earnings and selected performance ratios: December 31, 2024 2023 2022 Net Income $ 49,437 $ 37,397 $ 54,806 Diluted EPS $ 2.90 $ 2.29 $ 3.44 Dividends Declared $ 0.80 $ 0.80 $ 0.80 Return on average assets (2) 0.91 % 0.77 % 1.22 % Return on average equity (2) 8.61 % 7.16 % 10.98 % Net interest margin (1) 3.11 % 3.26 % 3.59 % Non-performing assets to total assets 0.41 % 0.27 % 0.21 % Net charge-off to average loans 0.019 % 0.009 % (0.002) % (1) Presented on a FTE basis using a 21% Federal tax rate and statutory interest expense disallowances.
Management’s Discussion and Analysis The following table presents a summary of the Corporation's earnings and selected performance ratios: December 31, (Dollars in thousands) 2025 2024 2023 Net Income $ 56,248 $ 49,437 $ 37,397 Diluted EPS $ 2.55 $ 2.90 $ 2.29 Dividends Declared $ 0.84 $ 0.80 $ 0.80 Return on average assets 0.93 % 0.91 % 0.77 % Return on average equity 7.70 % 8.61 % 7.16 % Net interest margin (1) 3.56 % 3.11 % 3.26 % Nonperforming assets to total assets 0.50 % 0.41 % 0.27 % Net charge-off to average loans 0.029 % 0.019 % 0.009 % (1) Presented on a FTE basis using a 21% Federal tax rate and statutory interest expense disallowances.
The yield on interest-earning assets increased 44 basis point(s) ("bp") for the year ended December 31, 2024 compared to the year ended December 31, 2023 and the rate on interest-bearing liabilities increased 70 bp for the year ended December 31, 2024 compared to the year ended December 31, 2023. ◦ Loan Growth - Total loans, net of unearned income, as of December 31, 2024 were $4.4 billion compared to $4.3 billion as of December 31, 2023 , an increase of $190.3 million, or 4.5%.
The yield on interest-earning assets increased 11 basis point(s) ("bp") for the year ended December 31, 2025 compared to the year ended December 31, 2024 and the rate on interest-bearing liabilities decreased 42 bp for the year ended December 31, 2025 compared to the year ended December 31, 2024. ◦ Loan Growth - Total loans, net of unearned income, as of December 31, 2025 were $4.9 billion compared to $4.4 billion as of December 31, 2024 , an increase of $419.8 million, or 9.4% .
For the year ended December 31, 2024, Mid Penn had net charge-offs of $817 thousand compared to net charge-offs of $332 thousand for the year ended December 31, 2023, and net recoveries of $60 thousand for the year ended December 31, 2022 .
For the year ended December 31, 2025, Mid Penn had net charge-offs of $1.4 million compared to net charge-offs of $817 thousand for the year ended December 31, 2024, and net charge-offs of $332 thousand for the year ended December 31, 2023 .
Management’s Discussion and Analysis The following table represents the analysis of the allowance for credit losses: Years ended December 31, (In Thousands) 2024 2023 2022 Balance, beginning of year $ 34,187 $ 18,957 $ 14,597 Loans charged off: Commercial real estate CRE Nonowner Occupied — — 7 CRE Owner Occupied — 16 — Total Commercial real estate — 16 7 Commercial and industrial 819 238 1 Residential mortgage 1-4 Family 1st Lien 7 13 25 1-4 Family Rental 2 — — HELOC and Junior Liens 21 — 1 Total residential mortgage 30 13 26 Consumer 52 135 97 Total loans charged off 901 402 131 Recoveries on loans previously charged off: Commercial real estate CRE Nonowner Occupied 2 — — CRE Owner Occupied 4 — 128 Total commercial real estate 6 — 128 Commercial and industrial 1 — 13 Construction Other Construction — — 24 Total construction — — 24 Residential mortgage 1-4 Family 1st Lien 16 7 2 1-4 Family Rental 22 31 — HELOC and Junior Liens — — 2 Total residential mortgage 38 38 4 Consumer 39 32 22 Total loans recovered 84 70 191 Net charge-offs (recoveries) 817 332 (60) Provision for loan losses 2,144 3,295 4,300 Impact from the adoption of CECL — 11,931 — Purchase Credit Deteriorated loans — 336 — Balance, end of year $ 35,514 $ 34,187 $ 18,957 45 MID PENN BANCORP, INC.
Management’s Discussion and Analysis The following table represents the analysis of the allowance for credit losses: Year ended December 31, (In thousands) 2025 2024 2023 Balance, beginning of year $ 35,514 $ 34,187 $ 18,957 Loans charged off: Commercial real estate CRE Nonowner Occupied 1,085 — — CRE Owner Occupied 346 — 16 Total Commercial real estate 1,431 — 16 Commercial and industrial 294 819 238 Residential mortgage 1-4 Family 1st Lien — 7 13 1-4 Family Rental — 2 — HELOC and Junior Liens — 21 — Total residential mortgage — 30 13 Consumer 98 52 135 Total loans charged off $ 1,823 $ 901 $ 402 Recoveries on loans previously charged off: Commercial real estate CRE Nonowner Occupied $ 305 $ 2 $ — CRE Owner Occupied — 4 — Total commercial real estate 305 6 — Commercial and industrial 9 1 — Residential mortgage 1-4 Family 1st Lien 90 16 7 1-4 Family Rental — 22 31 Total residential mortgage 90 38 38 Consumer 55 39 32 Total loans recovered 459 84 70 Net charge-offs 1,364 817 332 Provision for loan losses 1,598 2,144 3,295 Impact from the adoption of CECL — — 11,931 Purchase Credit Deteriorated loans 343 — 336 Balance, end of year $ 36,091 $ 35,514 $ 34,187 44 MID PENN BANCORP, INC.
Management’s Discussion and Analysis • our ability to attract and retain qualified management and personnel; • results of regulatory examination and supervision processes; • the ability to obtain regulatory approvals and satisfy other closing conditions to the Merger, including approval by the shareholders of Mid Penn and William Penn; • the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Merger; • potential exposure to unknown or contingent risks and liabilities we have acquired, or may acquire, or target for acquisition, including in connection with the Merger; • the failure of assumptions underlying the establishment of reserves for loan and lease losses, the assessment of potential impairment of investment securities, and estimations of values of collateral and various financial assets and liabilities; • our ability to maintain compliance with the listing rules of The NASDAQ Stock Market; • our ability to maintain the value and image of our brand and protect our intellectual property rights; • volatility in the securities markets; • disruptions due to flooding, severe weather, or other natural disasters or acts of God; • acts of war, terrorism, or global military conflict; • supply chain disruption; and • the risk factors described in Item 1A of this Annual Report.
Management’s Discussion and Analysis • our ability to attract and retain qualified management and personnel; • results of regulatory examination and supervision processes; • the failure of assumptions underlying the establishment of reserves for loan and lease losses, the assessment of potential impairment of investment securities, and estimations of values of collateral and various financial assets and liabilities; • our ability to maintain compliance with the listing rules of The NASDAQ Stock Market; • our ability to maintain the value and image of our brand and protect our intellectual property rights; • volatility in the securities markets; • disruptions due to flooding, severe weather, or other natural disasters or acts of God; • acts of war, terrorism, or global military conflict; • supply chain disruption; and • the risk factors described in Item 1A of this Annual Report.
Refer to Note 1 - Summary of Significant Accounting Policies and Note 6 - Goodwill and Intangible Assets for further details on the Company's goodwill.
Refer to "Note 1 - Summary of Significant Accounting Policies" and "Note 2 - Business Combinations" for further details on the Company's business combinations.
Management’s Discussion and Analysis Interest expense for 2024 increased by $40.5 million or 45.4% when compared to 2023. The cost of interest-bearing liabilities increased to 3.25% in 2024 from 2.55% in 2023 and 0.58% in 2022. The rate on total interest-bearing deposits increased to 3.12% in 2024 from 2.40% in 2023 and 0.48% in 2022.
Interest expense decreased by $5.2 million or 4.0% for the year ended December 31, 2025 compared to 2024. The cost of interest-bearing liabilities decreased to 2.83% in 2025 from 3.25% in 2024 and increased from 2.55% in 2023. The rate on total interest-bearing deposits decreased to 2.81% in 2025 from 3.12% in 2024 and increased from 2.40% in 2023.
In April 2023, Mid Penn redeemed $10.0 million subordinated debt issued in December of 2017. See "Note 11 - Subordinated Debt and Trust Preferred Securities " , within Item 8, Notes to Consolidated Financial Statements. Shareholders' Equity and Capital Shareholders' equity, or capital, is evaluated in relation to total assets and the risk associated with those assets.
See "Note 11 - Subordinated Debt " , within Item 8, Notes to Consolidated Financial Statements. Shareholders' Equity and Capital Shareholders' equity, or capital, is evaluated in relation to total assets and the risk associated with those assets.
As of December 31, 2024, the Bank had long-term debt outstanding in the amount of $23.6 million compared to $59.0 million as of December 31, 2023. Subordinated debt and trust preferred securities totaled $45.7 million as of December 31, 2024 compared to $46.4 million as of December 31, 2023. There were no redemptions of subordinated debt in 2024.
As of December 31, 2025, the Bank had long-term debt outstanding in the amount of $23.1 million compared to $23.6 million as of December 31, 2024. Subordinated debt and trust preferred securities was zero as of December 31, 2025 compared to $45.7 million as of December 31, 2024.
Liquidity Mid Penn’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and to provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk. 56 MID PENN BANCORP, INC.
Management’s Discussion and Analysis Liquidity Mid Penn’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and to provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk. Adequate liquidity provides resources for credit needs of borrowers, for depositor withdrawals, and for funding corporate operations.
Investment Securities Mid Penn’s portfolio of held-to-maturity ("HTM") securities, recorded at amortized cost, decreased $16.7 million to $382.4 million as of December 31, 2024, as compared to $399.1 million as of December 31, 2023. Mid Penn’s total available-for-sale ("AFS") securities portfolio increased $36.9 million from $223.6 million at December 31, 2023 to $260.5 million at December 31, 2024.
Mid Penn’s portfolio of held-to-maturity ("HTM") securities, recorded at amortized cost, decreased $35.2 million to $347.3 million as of December 31, 2025, as compared to $382.4 million as of December 31, 2024. Mid Penn’s total available-for-sale ("AFS") securities portfolio increased $155.8 million from $260.5 million as of December 31, 2024 to $416.3 million as of December 31, 2025.
At December 31, 2024, the unrealized loss on AFS investment securities resulted in a negative impact to shareholders’ equity of $1.6 million (comprised of a gross unrealized loss on securities of $2.0 million, net of deferred income tax).
As of December 31, 2025, the unrealized gain on AFS investment securities resulted in a positive impact to shareholders’ equity of $11.9 million (comprised of a gross unrealized gain on securities of $14.1 million, net of deferred income tax).
The comparability of the results of operations for the years ended 2024 and 2023, compared to 2022, in general, have been materially impacted by the Brunswick Acquisition, which closed on May 19, 2023.
The comparability of the results of operations for the year ended 2025 compared to 2024 and 2023, in general, has been materially impacted by the William Penn Acquisition, which closed on April 30, 2025.
Management’s Discussion and Analysis Provision for Credit Losses - Loans The provision for credit losses on loans was $2.1 million for the year ended December 31, 2024, a decrease of $1.2 million or 34.9% compared to a provision for credit losses of $3.3 million for the year ended December 31, 2023.
The provision for credit losses on loans for the year ended December 31, 2024 decreased $1.2 million, or 34.9%, from the $3.3 million provision for credit losses on loans for the year ended December 31, 2023.
Tax-exempt income is shown on a tax equivalent basis using a statutory corporate tax rate of 21% for the years ended December 31, 2024, 2023 and 2022. For the year ended December 31, 2024, Mid Penn’s FTE net interest margin was 3.11% versus 3.26% for the year ended December 31, 2023 and 3.59% for the year ended December 31, 2022.
Tax-exempt income is shown on a tax equivalent basis using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023.
Interest income increased $30.3 million as the result of a $538.2 million, or 11.9%, increase in average interest-earning assets in 2024 compared to 2023, and increased $20.0 million as the result of a 44 bp increase in the yield on interest-earning assets in 2024 compared to 2023.
Interest income increased $29.4 million as the result of a $552.4 million, or 10.9%, increase in average interest-earning assets in 2025 compared to 2024, and increased $7.8 million as the result of a 11 bp increase in the yield on interest-earning assets in 2025 compared to 2024.
The realization of Mid Penn’s deferred tax assets is dependent on future earnings. Mid Penn currently anticipates that future earnings will be adequate to fully realize the currently recorded deferred tax assets.
The realization of Mid Penn’s deferred tax assets is dependent on future earnings. Mid Penn currently anticipates that future earnings will be adequate to fully realize the currently recorded deferred tax assets. On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law.
The results for the year ended December 31, 2024 were favorably impacted by loan growth, and interest income growth. • Net Interest Income ◦ Net Interest Margin - For the year ended December 31, 2024, Mid Penn’s FTE net interest margin was 3.11% versus 3.26% for the year ended December 31, 2023.
For the year ended December 31, 2025, Mid Penn’s FTE net interest margin was 3.56% compared to 3.11% for the year ended December 31, 2024 and 3.26% for the year ended December 31, 2023.
The benefit for credit losses on off-balance sheet credit exposures was $628 thousand for the year ended December 31, 2024, compared to a provision of $404 thousand or the year ended December 31, 2023. Prior to 2023, ACL and related provision are presented in accordance with the previous accounting guidance using the incurred loss method.
The benefit for credit losses on off-balance sheet credit exposures was $301 thousand for the year ended December 31, 2025, compared to a benefit of $628 thousand for the year ended December 31, 2024, and a provision of $404 thousand for the year ended December 31, 2023.
The maturities of the uninsured time deposits as of December 31, 2024 were as follows: (In thousands) 2024 Three months or less $ 183,138 Over three months to six months 89,493 Over six months to twelve months 72,526 Over twelve months 15,552 $ 360,709 Short-term borrowings as of December 31, 2024 totaled $2.0 million, compared to $241.5 million as of December 31, 2023, and consisted of $2.0 million of FHLB overnight borrowings.
The maturities of the uninsured time deposits as of December 31, 2025 were as follows: (In thousands) 2025 Three months or less $ 157,634 Over three months to six months 96,752 Over six months to twelve months 108,942 Over twelve months 14,636 $ 377,964 Short-term borrowings as of December 31, 2025 totaled $20.8 million, compared to $2.0 million as of December 31, 2024, and consisted of $20.8 million of FHLB overnight borrowings.
The decrease to net interest margin was primarily a result of an increase in funding costs and growth in average interest-bearing liabilities, partially offset by higher yields on interest-earning assets and growth in average interest-earning assets. Average total loans, net, increased $505.6 million , or 13.1%, contributing $28.6 million to the increase in interest income.
The increase in net interest margin was primarily a result of a decrease in funding costs, reflecting lower average interest-bearing liabilities, as well as higher yields on interest-earning assets and growth in average interest-earning assets. During 2025, FTE net interest income increased $42.4 million, or 27.1%, compared to 2024.
Additional factors considered include actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among 39 MID PENN BANCORP, INC. Management’s Discussion and Analysis others. No goodwill impairment has been recorded for 2024. Management will continue to monitor internal metrics and macroeconomic trends to determine if there is likelihood of goodwill impairment.
Goodwill is calculated as a purchase premium using the market participant and peer group control premium approach. Additional factors considered include actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among others. 39 MID PENN BANCORP, INC. Management’s Discussion and Analysis No goodwill impairment has been recorded for 2025.
Mid Penn’s operating activities during the year ended December 31, 2024 provided $51.4 million of cash, mainly due to net income. Cash used in investing activities during the year ended December 31, 2024 was $208.7 million, mainly the result of the net increase in loans.
Mid Penn’s operating activities during the year ended December 31, 2025 provided $80.0 million of cash, mainly due to net income.
Noninterest expense and variance analysis as of December 31: Years Ended December 31, (In Thousands) 2024 2023 2022 $ Variance 2024 vs. 2023 % Variance 2024 vs. 2023 Salaries and employee benefits $ 64,098 $ 59,345 $ 52,601 $ 4,753 8.0 % Software licensing and utilization 9,300 7,927 7,524 1,373 17.3 Occupancy expense, net 7,571 7,349 6,900 222 3.0 Equipment expense 4,928 5,121 4,493 (193) (3.8) Shares tax 2,350 2,713 2,786 (363) (13.4) Legal and professional fees 4,306 2,945 2,761 1,361 46.2 ATM/card processing 2,284 2,108 2,139 176 8.3 Intangible amortization 1,784 1,780 2,012 4 0.2 FDIC assessment 4,170 3,500 1,594 670 19.1 (Gain) loss on sale or write-down of foreclosed assets, net 80 (144) (133) 224 N/M Merger and acquisition expense 545 5,544 294 (4,999) (90.2) Post-acquisition restructuring expense — 2,952 329 (2,952) (100.0) Other expenses 16,200 17,448 16,139 (1,248) (7.2) Total Noninterest Expense $ 117,616 $ 118,588 $ 99,439 $ (972) (0.8) % N/M - Not Meaningful For the year ended December 31, 2024, noninterest expense totaled $117.6 million, a decrease of $1.0 million, or 0.8%, compared to noninterest expense of $118.6 million for the year ended December 31, 2023.
Noninterest Expense Noninterest expense and variance analysis as of December 31: Year Ended December 31, (Dollars in thousands) 2025 2024 2023 $ Variance 2025 vs. 2024 % Variance 2025 vs. 2024 Salaries and employee benefits $ 78,029 $ 64,098 $ 59,345 $ 13,931 21.7 % Software licensing and utilization 12,562 9,300 7,927 3,262 35.1 Occupancy expense, net 9,905 7,571 7,349 2,334 30.8 Equipment expense 5,025 4,928 5,121 97 2.0 Shares tax 2,776 2,350 2,713 426 18.1 Legal and professional fees 3,881 4,306 2,945 (425) (9.9) ATM/card processing 2,682 2,284 2,108 398 17.4 Intangible amortization 3,046 1,784 1,780 1,262 70.7 FDIC assessment 3,452 4,170 3,500 (718) (17.2) Loss/(gain) on sale or write-down of foreclosed assets, net 646 80 (144) 566 707.5 Merger and acquisition expense 11,519 545 5,544 10,974 2013.5 Post-acquisition restructuring expense — — 2,952 — — Other expenses 18,747 16,200 17,448 2,547 15.7 Total Noninterest Expense $ 152,270 $ 117,616 $ 118,588 $ 34,654 29.5 % For the year ended December 31, 2025, noninterest expense totaled $152.3 million, an increase of $34.7 million, or 29.5%, compared to noninterest expense of $117.6 million for the year ended December 31, 2024.
The Bank generally secures its loans with real estate, with such collateral values dependent and subject to change based on real estate market conditions within its market area. 51 MID PENN BANCORP, INC.
Most of the Bank's loans are secured by real estate, and the value of this collateral is dependent on and subject to change based on real estate market conditions within its market area. 50 MID PENN BANCORP, INC.
Management’s Discussion and Analysis The following table represents the ratio of net charge-offs (recoveries) to total average loans outstanding: (In thousands) As of December 31, 2024 Net charge-offs (Recoveries) Average Loans outstanding Ratio of net charge-offs (recoveries) to total average loans outstanding Commercial real estate CRE Nonowner Occupied $ (2) $ 1,204,473 0.000 % CRE Owner Occupied (4) 624,542 (0.001) Multifamily — 384,374 0.000 Farmland — 217,667 0.000 Total Commercial Real Estate (6) 2,431,056 0.000 Commercial and industrial 818 695,730 0.118 Construction Residential Construction — 101,234 0.000 Other Construction — 349,481 0.000 Total Construction — 450,715 0.000 Residential mortgage 1-4 Family 1st Lien (9) 323,524 (0.003) 1-4 Family Rental (20) 344,261 (0.006) HELOC and Junior Liens 21 136,634 0.015 Total Residential Mortgage (8) 804,419 (0.001) Consumer 13 7,276 0.179 Total Loans $ 817 $ 4,389,196 0.019 % As of December 31, 2023 Commercial real estate CRE Nonowner Occupied $ — $ 1,111,413 0.000 % CRE Owner Occupied 16 586,357 0.003 Multifamily — 261,289 0.000 Farmland — 199,452 0.000 Total Commercial Real Estate 16 2,158,511 0.001 Commercial and industrial 238 641,264 0.037 Construction Residential Construction — 100,851 0.000 Other Construction — 378,962 0.000 Total Construction — 479,813 0.000 Residential mortgage 1-4 Family 1st Lien 6 342,485 0.002 1-4 Family Rental (31) 253,606 (0.012) HELOC and Junior Liens — 128,912 0.000 Total Residential Mortgage (25) 725,003 (0.003) Consumer 103 6,486 1.588 Total Loans $ 332 $ 4,011,077 0.008 % 46 MID PENN BANCORP, INC.
Management’s Discussion and Analysis The following table represents the ratio of net charge-offs (recoveries) to total average loans outstanding: (Dollars in thousands) Year ended December 31, 2025 Net charge-offs (Recoveries) Average Loans outstanding Ratio of net charge-offs (recoveries) to total average loans outstanding Commercial real estate CRE Nonowner Occupied $ 780 $ 1,324,775 0.059 % CRE Owner Occupied 346 695,493 0.050 Multifamily — 417,003 0.000 Farmland — 226,556 0.000 Total Commercial Real Estate 1,126 2,663,827 0.042 Commercial and industrial 285 723,848 0.039 Construction Residential Construction — 90,375 0.000 Other Construction — 311,093 0.000 Total Construction — 401,468 0.000 Residential mortgage 1-4 Family 1st Lien (90) 393,022 (0.023) 1-4 Family Rental — 395,063 0.000 HELOC and Junior Liens — 166,393 0.000 Total Residential Mortgage (90) 954,478 (0.009) Consumer 43 8,389 0.507 Total Loans $ 1,364 $ 4,752,010 0.029 % Year ended December 31, 2024 Commercial real estate CRE Nonowner Occupied $ (2) $ 1,204,473 0.000 % CRE Owner Occupied (4) 624,542 (0.001) Multifamily — 384,374 0.000 Farmland — 217,667 0.000 Total Commercial Real Estate (6) 2,431,056 0.000 Commercial and industrial 818 695,730 0.118 Construction Residential Construction — 101,234 0.000 Other Construction — 349,481 0.000 Total Construction — 450,715 0.000 Residential mortgage 1-4 Family 1st Lien (9) 323,524 (0.003) 1-4 Family Rental (20) 344,261 (0.006) HELOC and Junior Liens 21 136,634 0.015 Total Residential Mortgage (8) 804,419 (0.001) Consumer 13 7,276 0.179 Total Loans $ 817 $ 4,389,196 0.019 % 45 MID PENN BANCORP, INC.
We are not aware of any other commitments or contingent liabilities which may have a material adverse impact on Mid Penn’s liquidity or capital resources. Effects of Inflation A bank's asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of a bank are monetary in nature.
Management’s Discussion and Analysis Effects of Inflation A bank's asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of a bank are monetary in nature.
Management’s Discussion and Analysis ◦ Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $817 thousand and net loan charge-offs of $332 thousand for the years ended December 31, 2024 and 2023, respectively. ◦ Non-performing assets - Total non-performing assets were $22.7 million at December 31, 2024, an increase compared to non-performing assets of $14.5 million at December 31, 2023.
Deposits from the William Penn Acquisition contributed $619.8 million to this increase. • Asset Quality - ACL as of December 31, 2025 was $36.1 million, or 0.74% of total loans, as compared to $35.5 million, or 0.80% of total loans as of December 31, 2024. ◦ Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $1.4 million and $817 thousand for the years ended December 31, 2025 and 2024, respectively. ◦ Non-performing assets - Total non-performing assets were $30.8 million as of December 31, 2025, an increase of $8.1 million compared to non-performing assets of $22.7 million as of December 31, 2024.
As of December 31, 2024, commitments to extend credit amounted to $1.2 billion compared to $1.5 billion as of December 31, 2023. Mid Penn also issues standby letters of credit to its customers. The risk associated with standby letters of credit is essentially the same as the credit risk involved in loan extensions to customers.
The risk associated with standby letters of credit is essentially the same as the credit risk involved in loan extensions to customers. Standby letters of credit increased to $66.5 million as of December 31, 2025, from $64.3 million as of December 31, 2024. 57
At December 31, 2024, Mid Penn had goodwill of $128.2 million and Mid Penn's stock continues to trade below book value. Our annual impairment test was conducted during the fourth quarter of 2024. Goodwill is calculated as a purchase premium using the market participant and peer group control premium approach.
Goodwill Mid Penn evaluates goodwill annually for impairment unless events occur which indicate that impairment is possible, a triggering event. As of December 31, 2025, Mid Penn had goodwill of $136.6 million and Mid Penn's stock continues to trade below book value. Our annual impairment test was conducted during the fourth quarter of 2025.
Contractual Obligations Mid Penn has substantial aggregate contractual obligations to make future cash payments as of December 31, 2024 as outlined below: Total Payments Due by Period (Dollars in thousands) One Year or Less One to Three Years Three to Five Years More than Five Years Operating lease obligations $ 8,978 $ 2,361 $ 4,057 $ 1,943 $ 617 Finance lease obligation 3,992 260 520 535 2,677 Certificates of deposit 1,684,672 1,511,996 152,422 16,530 3,724 Long-term debt 20,586 344 20,241 1 — Subordinated debt 45,741 — — — 45,741 $ 1,763,969 $ 1,514,961 $ 177,240 $ 19,009 $ 52,759 Details on expected maturities of investments, loans and deposits are presented in the above sections of Management's Discussion and Analysis.
Contractual Obligations Mid Penn has substantial aggregate contractual obligations to make future cash payments as of December 31, 2025 as outlined below: Total Payments Due by Period (In thousands) One Year or Less One to Three Years Three to Five Years More than Five Years Operating lease obligations $ 17,149 $ 4,075 $ 6,363 $ 3,916 $ 2,795 Finance lease obligation 3,732 260 520 555 2,397 Certificates of deposit 1,617,593 1,445,142 151,911 15,836 4,704 Long-term debt 20,223 1 20,222 — — $ 1,658,697 $ 1,449,478 $ 179,016 $ 20,307 $ 9,896 Details on expected maturities of investments, loans and deposits are presented in the above sections of Management's Discussion and Analysis.
In addition, average short-term borrowings of $190.9 million were used to help fund loan growth, contributing to the $3.5 million increase in interest expense on short-term borrowings for the year ended December 31, 2024 as compared to 2023.
In addition, average short-term borrowings decreased to $8.0 million from $190.9 million in 2024, which contributed to the $10.2 million decrease in interest expense on short-term borrowings for the year ended December 31, 2025 as compared to 2024.
Cash provided by financing activities during the year ended December 31, 2024 totaled $131.2 million, primarily the result of an increase in net deposits.
Cash used in financing activities during the year ended December 31, 2025 totaled $134.8 million, primarily the result of a decrease in net deposits and the redemption of subordinated debt.
December 31, 2022 Increase (decrease) Increase (decrease) (Dollars in thousands) Volume Rate Net Volume Rate Net INTEREST INCOME: Interest Bearing Balances $ 94 $ 672 $ 766 $ (6) $ 298 $ 292 Investment Securities: Taxable (48) 161 113 1,042 2,436 3,478 Tax-Exempt (108) 32 (76) 3 40 43 Total Investment Securities (156) 193 37 1,045 2,476 3,521 Federal Funds Sold 1,525 30 1,555 (1,798) 345 (1,453) Loans, net of unearned income 28,567 18,895 47,462 30,468 37,336 67,804 Restricted Investment Bank Stocks 236 188 424 243 332 575 Total Interest Income 30,266 19,978 50,244 29,952 40,787 70,739 INTEREST EXPENSE: Interest Bearing Deposits: Interest Bearing Demand 752 4,356 5,108 (375) 10,421 10,046 Money Market (294) 5,450 5,156 (585) 16,732 16,147 Savings (25) 39 14 (22) 59 37 Time 16,664 10,082 26,746 5,443 33,479 38,922 Total Interest-Bearing Deposits 17,097 19,927 37,024 4,461 60,691 65,152 Short-term Borrowings 4,629 (1,141) 3,488 6,300 346 6,646 Long-term Debt (373) 719 346 332 291 623 Subordinated Debt (134) (178) (312) (852) 30 (822) Total Interest Expense 21,219 19,327 40,546 10,241 61,358 71,599 NET INTEREST INCOME $ 9,047 $ 651 $ 9,698 $ 19,711 $ (20,571) $ (860) (1) The effect of changing volume and rate, which cannot be segregated, has been allocated entirely to the rate column.
December 31, 2023 Increase (decrease) Increase (decrease) (In thousands) Volume Rate (1) Net Volume Rate (1) Net INTEREST INCOME: Interest Bearing Balances $ (273) $ (243) $ (516) $ 94 $ 672 $ 766 Investment Securities: Taxable 2,896 3,708 6,604 (48) 161 113 Tax-exempt (146) 25 (121) (108) 32 (76) Total Investment Securities 2,750 3,733 6,483 (156) 193 37 Federal funds sold 7,175 (1,772) 5,403 1,525 30 1,555 Loans, net of unearned income 20,372 6,290 26,662 28,567 18,895 47,462 Restricted investment in bank stocks (652) (193) (845) 236 188 424 Total Interest Income $ 29,372 $ 7,815 $ 37,187 $ 30,266 $ 19,978 $ 50,244 INTEREST EXPENSE: Interest-Bearing Deposits: Interest-bearing demand $ 3,361 $ (1,445) $ 1,916 $ 752 $ 4,356 $ 5,108 Money market 7,648 (1,445) 6,203 (291) 5,447 5,156 Savings 27 (22) 5 (25) 39 14 Time 6,079 (8,717) (2,638) 16,660 10,086 26,746 Total Interest-Bearing Deposits 17,115 (11,629) 5,486 17,096 19,928 37,024 Short-term borrowings (8,660) (1,534) (10,194) 4,629 (1,141) 3,488 Long-term debt (217) (74) (291) (373) 719 346 Subordinated debt (374) 136 (238) (134) (178) (312) Total Interest Expense 7,864 (13,101) (5,237) 21,218 19,328 40,546 NET INTEREST INCOME $ 21,508 $ 20,916 $ 42,424 $ 9,048 $ 650 $ 9,698 (1) The effect of changing volume and rate, which cannot be segregated, has been allocated entirely to the rate column.
Management’s Discussion and Analysis As of December 31, 2022 Commercial real estate CRE Nonowner Occupied $ 7 $ 961,766 0.001 % CRE Owner Occupied (128) 479,599 (0.027) Multifamily — 188,040 0.000 Farmland — 158,844 0.000 Total Commercial Real Estate (121) 1,788,249 (0.007) Commercial and industrial (12) 572,291 (0.002) Construction Residential Construction — 59,170 0.000 Other Construction (24) 340,751 (0.007) Total Construction (24) 399,921 (0.006) Residential mortgage 1-4 Family 1st Lien 23 285,331 0.008 1-4 Family Rental — 114,992 0.000 HELOC and Junior Liens (1) 114,610 (0.001) Total Residential Mortgage 22 514,933 0.004 Consumer 75 9,141 0.821 Total Loans $ (60) $ 3,284,535 (0.002) % Noninterest Income Noninterest income and variance analysis as of December 31: Years Ended December 31, (Dollars in thousands) 2024 2023 2022 $ Variance 2024 vs. 2023 % Variance 2024 vs. 2023 Income from fiduciary and wealth management activities $ 4,680 $ 5,059 $ 5,071 $ (379) (7.5) % ATM debit card interchange income 3,851 4,019 4,362 (168) (4.2) Service charges on deposits 2,176 1,943 2,078 233 12.0 Mortgage banking income 2,476 1,353 1,607 1,123 83.0 Mortgage hedging income 10 324 1,471 (314) (96.9) Net gain on sales of SBA loans 347 571 262 (224) (39.2) Earnings from cash surrender value of life insurance 1,141 1,112 1,013 29 2.6 Other income 7,812 5,627 7,793 2,185 38.8 Total Noninterest Income $ 22,493 $ 20,008 $ 23,657 $ 2,485 12.4 % For the year ended December 31, 2024, noninterest income totaled $22.5 million, an increase of $2.5 million or 12.4%, compared to noninterest income of $20.0 million for the year ended December 31, 2023.
Management’s Discussion and Analysis (Dollars in thousands) Year ended December 31, 2023 Commercial real estate CRE Nonowner Occupied $ — $ 1,111,413 0.000 % CRE Owner Occupied 16 586,357 0.003 Multifamily — 261,289 0.000 Farmland — 199,452 0.000 Total Commercial Real Estate 16 2,158,511 0.001 Commercial and industrial 238 641,264 0.037 Construction Residential Construction — 100,851 0.000 Other Construction — 378,962 0.000 Total Construction — 479,813 0.000 Residential mortgage 1-4 Family 1st Lien 6 342,485 0.002 1-4 Family Rental (31) 253,606 (0.012) HELOC and Junior Liens — 128,912 0.000 Total Residential Mortgage (25) 725,003 (0.003) Consumer 103 6,486 1.588 Total Loans $ 332 $ 4,011,077 0.008 % Noninterest Income Noninterest income and variance analysis as of December 31: Year Ended December 31, (Dollars in thousands) 2025 2024 2023 $ Variance 2025 vs. 2024 % Variance 2025 vs. 2024 Income from fiduciary and wealth management activities $ 5,298 $ 4,680 $ 5,059 $ 618 13.2 % ATM debit card interchange income 3,949 3,851 4,019 98 2.5 Service charges on deposits 2,495 2,176 1,943 319 14.7 Mortgage banking income 2,832 2,476 1,353 356 14.4 Mortgage hedging income 12 10 324 2 20.0 Net gain on sales of SBA loans 220 347 571 (127) (36.6) Earnings from cash surrender value of life insurance 1,979 1,141 1,112 838 73.4 Net gain on sales of investment activities 10 — — 10 100.0 Other income 10,047 7,812 5,627 2,235 28.6 Total Noninterest Income $ 26,842 $ 22,493 $ 20,008 $ 4,349 19.3 % For the year ended December 31, 2025, noninterest income totaled $26.8 million, an increase of $4.3 million or 19.3%, compared to noninterest income of $22.5 million for the year ended December 31, 2024.
The increase since December 31, 2023 was primarily the result of the addition of two commercial loans with a combined balance of $3.0 million, and two commercial real estate loans with a combined balance of $2.3 million being placed on nonaccrual in the fourth quarter of 2024.
The increase during the year ended December 31, 2025 was primarily related to four commercial real estate and two commercial and industrial loans with a combined balance of $9.0 million that were placed on nonaccrual status during 2025.
The decrease was primarily driven by a $5.0 million decrease in merger and acquisition expenses and a $3.0 million decrease in post-acquisition restructuring expenses, partially offset by a $4.8 million increase in salaries and benefits expense, driven by year-end employee bonus incentives, increases in employee salaries, and increased costs of employee medical benefits, a $1.4 million increase in legal and professional fees, and a $1.4 million increase in software licensing and utilization expense. • Borrowings paid downs - During 2024, Mid Penn paid off $35.3 million of long-term debt. • Share Repurchases - Mid Penn repurchased 15,500 shares during 2024 at an average price per share of $20.81 under its share repurchase program. • Business Combinations ◦ On July 31, 2024, Mid Penn acquired the insurance business and related accounts of a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $2.0 million at closing and an additional $800 thousand potentially payable pursuant to a three year earnout. ◦ On May 19, 2023, Mid Penn completed its acquisition of Brunswick through the merger of Brunswick with and into Mid Penn with Mid Penn being the surviving corporation.
The merger was an all-stock transaction valued at approximately $103.2 million, based on the Mid Penn common stock closing price of $29.05 on April 30, 2025. ◦ On July 31, 2024, Mid Penn acquired the insurance business and related accounts of Commonwealth Benefits Group, a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $2.0 million at closing and an additional $800 thousand potentially payable pursuant to a three-year earnout. ◦ On May 19, 2023, Mid Penn completed its acquisition of Brunswick through the merger of Brunswick with and into Mid Penn with Mid Penn being the surviving corporation.
Shareholders’ equity increased $112.7 million, or 20.8%, to $655.0 million as of December 31, 2024 from $542.4 million as of December 31, 2023, primarily as result of completion of the underwritten public offering of 2,375,000 shares of common stock in November 2024, and net income, partially offset by dividends declared of $13.8 million and share repurchases totaling $323 thousand.
Shareholders’ equity increased $159.0 million, or 24.3%, to $814.1 million as of December 31, 2025 from $655.0 million as of December 31, 2024, primarily as a result of the acquisition of William Penn in April 2025 and net income, partially offset by dividends declared of $18.2 million and share repurchases totaling $2.3 million.
Management’s Discussion and Analysis As of December 31, 2024, uninsured deposits were approximately $1.4 billion compared to $1.2 billion as of December 31, 2023.
Management’s Discussion and Analysis Uninsured deposits represent deposit balances in excess of FDIC insurance limits, based on ownership category. As of December 31, 2025, uninsured deposits were $1.0 billion, or 19.2% of total deposits, compared to $1.4 billion, or 30.1% of total deposits, as of December 31, 2024.
Financial Condition Mid Penn’s total assets were $5.5 billion as of December 31, 2024, reflecting an increase of $180.1 million, or 3.4%, compared to total assets of $5.3 billion as of December 31, 2023. The increase was primarily driven by organic loan growth, increases in investment securities, and an increase in Fed Funds Sold.
Financial Condition Mid Penn’s total assets were $6.1 billion as of December 31, 2025, reflecting an increase of $663.0 million, or 12.1%, compared to total assets of $5.5 billion as of December 31, 2024.
Total average federal funds sold increased $29.3 million , contributing $1.5 million to the increase in FTE interest income, and the average yield on federal funds sold increased 8 bps, contributing $30 thousand to the increase in FTE interest income. 42 MID PENN BANCORP, INC.
Management’s Discussion and Analysis Total average federal funds sold increased $135.6 million , contributing $7.2 million to the increase in FTE interest income, partially offset by a 103 bps decrease in the average yield on federal funds sold, reducing FTE interest income by $1.8 million.
The yield on average total loans, net, increased from 5.65% for 2023 to 6.07% for 2024. The increase in the yield was primarily the result of the higher interest rate environment during 2024.
Average total loans, net, increased $335.6 million , or 7.7%, contributing $20.4 million to the increase in interest income. The yield on average total loans, net, increased from 6.07% for 2024 to 6.20% for 2025.
Interest rates do not necessarily move in the same direction or at the same magnitude as the prices of other goods and services. As discussed 57 MID PENN BANCORP, INC.
Interest rates do not necessarily move in the same direction or at the same magnitude as the prices of other goods and services. As discussed previously, management seeks to manage the relationship between interest sensitive assets and liabilities to protect against wide interest rate fluctuations, including those resulting from inflation.
In particular, the previously discussed risk factors, the composition of and yields on loans and investments, and the composition and costs of deposits and other interest-bearing liabilities, should be considered. Off-Balance Sheet Risk Mid Penn makes contractual commitments to extend credit and extends lines of credit, which are subject to Mid Penn's credit approval and monitoring procedures.
Information included elsewhere in this report will assist in the understanding of how Mid Penn is positioned to react to changing interest rates and inflationary trends. In particular, the previously discussed risk factors, the composition of and yields on loans and investments, and the composition and costs of deposits and other interest-bearing liabilities, should be considered.
Average balances and average interest rates applicable to deposits by major classification for the years ended December 31: 2024 2023 Change (Dollars in thousands) Balance Rate Balance Rate $ % Noninterest-bearing demand deposits $ 780,538 0.00 % $ 800,582 0.00 % $ (20,044) (2.50) % Interest-bearing demand deposits 1,001,813 1.90 950,326 1.46 51,487 5.42 Money market 913,311 2.91 926,034 2.31 (12,723) (1.37) Savings 275,692 0.09 312,053 0.07 (36,361) (11.65) Time 1,541,654 4.57 1,116,552 3.92 425,102 38.07 $ 4,513,008 2.58 % $ 4,105,547 1.93 % $ 407,461 9.92 % 55 MID PENN BANCORP, INC.
Average balances and average interest rates applicable to deposits by major classification for the years ended December 31: 2025 2024 Change (Dollars in thousands) Balance Rate Balance Rate $ % Noninterest-bearing demand deposits $ 816,429 0.00 % $ 780,538 0.00 % $ 35,891 4.60 % Interest-bearing demand deposits 1,179,007 1.77 1,001,813 1.90 177,194 17.69 Money market 1,176,166 2.79 913,360 2.91 262,806 28.77 Savings 306,431 0.08 275,692 0.09 30,739 11.15 Time 1,674,557 4.05 1,541,605 4.57 132,952 8.62 $ 5,152,590 2.36 % $ 4,513,008 2.58 % $ 639,582 14.17 % 54 MID PENN BANCORP, INC.
The provision for credit losses on loans for the year ended December 31, 2023 decreased $1.0 million, or 23.4%, from the $4.3 million provision for credit losses on loans for the year ended December 31, 2022. The decrease in provision for the year ended December 31, 2024 was primarily due to a decrease in loss factors across most portfolios.
Provision for Credit Losses - Loans The provision for credit losses on loans was $1.6 million for the year ended December 31, 2025, a decrease of $546 thousand or 25.5% compared to a provision for credit losses of $2.1 million for the year ended December 31, 2024.
The following table represents the allowance for credit loss as a percentage of total loans: (In Thousands) As of December 31, 2024 Total ACL - Loans Total Loans % of Total Loans Outstanding Allowance as a % of Loan Category Commercial real estate CRE Nonowner Occupied $ 11,047 $ 1,251,010 28.1 % 0.9 % CRE Owner Occupied 5,243 624,007 14.0 0.8 Multifamily 3,432 412,900 9.3 0.8 Farmland 1,932 224,709 5.1 0.9 Total Commercial real estate 21,654 2,512,626 56.5 0.9 Commercial and industrial 7,122 705,392 15.9 1.0 Construction Residential Construction 931 99,399 2.2 0.9 Other Construction 2,131 326,171 7.3 0.7 Total Construction 3,062 425,570 9.5 0.7 Residential mortgage 1-4 Family 1st Lien 1,503 313,592 7.1 0.5 1-4 Family Rental 1,756 336,636 7.6 0.5 HELOC and Junior Liens 392 140,392 3.2 0.3 Total Residential mortgage 3,651 790,620 17.9 0.5 Consumer 25 8,862 0.2 0.3 Total $ 35,514 $ 4,443,070 100.0 % 0.8 % For a complete description of Mid Penn’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see "Note 4 – Loans and Allowance for Credit Losses – Loans" included in Part I.
The following table represents the allowance for credit loss as a percentage of total loans: (Dollars in thousands) As of December 31, 2025 Total ACL - Loans Total Loans % of Total Loans Outstanding Allowance as a % of Loan Category Commercial real estate CRE Nonowner Occupied $ 9,917 $ 1,364,040 28.0 % 0.7 % CRE Owner Occupied 6,095 718,864 14.7 0.8 Multifamily 1,443 419,267 8.6 0.3 Farmland 2,118 227,816 4.7 0.9 Total Commercial real estate 19,573 2,729,987 56.0 0.7 Commercial and industrial 9,259 720,031 14.8 1.3 Construction Residential Construction 477 85,299 1.8 0.6 Other Construction 1,464 310,390 6.4 0.5 Total Construction 1,941 395,689 8.2 0.5 Residential mortgage 1-4 Family 1st Lien 2,434 417,421 8.6 0.6 1-4 Family Rental 2,295 410,965 8.5 0.6 HELOC and Junior Liens 559 178,116 3.7 0.3 Total Residential mortgage 5,288 1,006,502 20.8 0.5 Consumer 30 10,629 0.2 0.3 Total $ 36,091 $ 4,862,838 100.0 % 0.7 % For more information regarding Mid Penn’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see "Note 4 – Loans and Allowance for Credit Losses – Loans" included in Part I.
Management’s Discussion and Analysis Loans, net of unearned income The following table presents the ending balance of loans outstanding, by type, as of December 31: 2024 2023 Change in Balance (Dollars in thousands) Balance % of Total Loans Balance % of Total Loans $ % Commercial real estate CRE Nonowner Occupied $ 1,251,010 28.1 % $ 1,149,553 27.0 % $ 101,457 8.8 % CRE Owner Occupied 624,007 14.0 629,904 14.8 (5,897) (0.9) Multifamily 412,900 9.3 309,059 7.3 103,841 33.6 Farmland 224,709 5.1 212,690 5.0 12,019 5.7 Total Commercial Real Estate 2,512,626 56.5 2,301,206 54.1 211,420 9.2 Commercial and industrial 705,392 15.9 675,079 15.9 30,313 4.5 Construction Residential Construction 99,399 2.2 92,843 2.2 6,556 7.1 Other Construction 326,171 7.3 362,624 8.5 (36,453) (10.1) Total Construction 425,570 9.5 455,467 10.7 (29,897) (6.6) Residential mortgage 1-4 Family 1st Lien 313,592 7.1 339,142 8.0 (25,550) (7.5) 1-4 Family Rental 336,636 7.6 341,937 8.0 (5,301) (1.6) HELOC and Junior Liens 140,392 3.2 132,795 3.1 7,597 5.7 Total Residential Mortgage 790,620 17.9 813,874 19.1 (23,254) (2.9) Consumer 8,862 0.2 7,166 0.2 1,696 23.7 $ 4,443,070 100.0 % $ 4,252,792 100.0 % $ 190,278 4.5 % Total loans, net of unearned income, as of December 31, 2024 were $4.4 billion compared to $4.3 billion as of December 31, 2023, an increase of $190.3 million.
Management’s Discussion and Analysis The following table presents the ending balance of loans outstanding, by type, as of December 31: 2025 2024 Change in Balance (Dollars in thousands) Balance % of Total Loans Balance % of Total Loans $ % Commercial real estate CRE Nonowner Occupied $ 1,364,040 28.1 % $ 1,251,010 28.1 % $ 113,030 9.0 % CRE Owner Occupied 718,864 14.7 624,007 14.0 94,857 15.2 Multifamily 419,267 8.6 412,900 9.3 6,367 1.5 Farmland 227,816 4.7 224,709 5.1 3,107 1.4 Total Commercial Real Estate 2,729,987 56.1 2,512,626 56.5 217,361 8.7 Commercial and industrial 720,031 14.8 705,392 15.9 14,639 2.1 Construction Residential Construction 85,299 1.8 99,399 2.2 (14,100) (14.2) Other Construction 310,390 6.3 326,171 7.3 (15,781) (4.8) Total Construction 395,689 8.1 425,570 9.5 (29,881) (7.0) Residential Mortgage 1-4 Family 1st Lien 417,421 8.6 313,592 7.1 103,829 33.1 1-4 Family Rental 410,965 8.5 336,636 7.6 74,329 22.1 HELOC and Junior Liens 178,116 3.7 140,392 3.2 37,724 26.9 Total Residential Mortgage 1,006,502 20.8 790,620 17.9 215,882 27.3 Consumer 10,629 0.2 8,862 0.2 1,767 19.9 $ 4,862,838 100.0 % $ 4,443,070 100.0 % $ 419,768 9.4 % The majority of the Bank's loan portfolio is to businesses and individuals located within the Bank's primary market area, which consists principally of central and southeastern Pennsylvania, along with select counties in New Jersey.
Management’s Discussion and Analysis Other income increased $2.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in noninterest income is primarily driven by a $2.2 million increase in other miscellaneous noninterest income, driven by increases in Bank-owned life insurance benefits received.
Management’s Discussion and Analysis Occupancy expenses increased $2.3 million for the year ended December 31, 2025, compared to the same period in 2024.
The PCL for the year ended December 31, 2023 includes an initial provision for credit losses on non-PCD loans acquired in the Brunswick Acquisition of $2.0 million. • Noninterest Income - Noninterest income totaled $22.5 million for the year ended December 31, 2024, a $2.5 million, or 12.4%, increase compared to the year ended December 31, 2023.
The decrease for the year ended December 31, 2025 was primarily attributable to reduced expected losses driven by updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds, partially offset by a $2.3 million reserve on non-PCD loans acquired through the William Penn Acquisition. • Noninterest Income - Noninterest income totaled $26.8 million for the year ended December 31, 2025, a $4.3 million, or 19.3%, increase compared to the year ended December 31, 2024.
The increase was partially a result of the addition of two commercial loans with a combined balance of $3.0 million, and two commercial real estate loans with a combined balance of $2.3 million being placed on nonaccrual in the fourth quarter of 2024. ◦ Provision/Benefit for credit losses - Loans - The provision for credit losses - loans was $2.1 million for the year ended December 31, 2024 compared to $3.3 million for the year ended December 31, 2023.
Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.69% of total loans as of December 31, 2025, compared to 0.52% as of December 31, 2024. ◦ Provision/Benefit for credit losses - Loans - The provision for credit losses - loans was $1.6 million for the year ended December 31, 2025 compared to $2.1 million for the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024, all interest rate risk levels according to the model were within the tolerance limits of the Board-approved policy. 58 The following table reflects the effect of hypothetical changes in interest rates: Change in Basis Points % Change in Net Interest Income Policy Risk Limit 400 9.0% ≥ -25% 300 6.8% ≥ -20% 200 4.6% ≥ -15% 100 2.4% ≥ -10% (100) (2.3)% ≥ -10% (200) (4.7)% ≥ -15% (300) (7.2)% ≥ -20% (400) (8.2)% ≥ -25% 59 MID PENN BANCORP, INC.
Biggest changeThe following table reflects the effect of hypothetical changes in interest rates: Change in Basis Points % Change in Net Interest Income Policy Risk Limit December 31, 2025 December 31, 2024 400 9.7% 9.0% ≥ -25% 300 7.3% 6.8% ≥ -20% 200 4.9% 4.6% ≥ -15% 100 2.4% 2.4% ≥ -10% (100) (2.7)% (2.3)% ≥ -10% (200) (5.3)% (4.7)% ≥ -15% (300) (7.3)% (7.2)% ≥ -20% (400) (8.4)% (8.2)% ≥ -25% 58 MID PENN BANCORP, INC.
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As of December 31, 2025, all interest rate risk levels according to the model were within the tolerance limits of the Board-approved policy.

Other MPB 10-K year-over-year comparisons