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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  April 23, 2025
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 1-13677 25-1666413
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2407 Park Drive
Harrisburg, Pennsylvania
1.866.642.7736
17110
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value per share MPB
The NASDAQ Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o MID PENN BANCORP, INC.



CURRENT REPORT ON FORM 8-K
ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 23, 2025, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended March 31, 2025.  A copy of the Corporation’s press release dated April 23, 2025 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01    OTHER EVENTS

Extension of Treasury Stock Repurchase Program

On April 23, 2025, the Board of Directors of Corporation approved the renewal of the Corporation’s treasury stock repurchase program, which was originally announced on March 19, 2020. The repurchase program, which authorized the repurchase of up to $15 million, of which approximately $5 million remains available, of Corporation common stock in open market or privately negotiated transactions, has been extended through April 30, 2026.

The repurchase program may be modified, suspended or terminated at any time, in the Corporation’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors the Corporation deems appropriate. The repurchase program does not obligate the Corporation to repurchase any shares.

Dividend Declaration

On April 23, 2025, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on May 26, 2025 to shareholders of record as of May 8, 2025.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits.
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MID PENN BANCORP, INC.
(Registrant)
Date: April 23, 2025
By: /s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer

EX-99.1 2 mpb-20250331xexx991.htm EX-99.1 Document

Exhibit 99.1
PRESS RELEASE
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
1-866-642-7736
CONTACTS
Rory G. Ritrievi
Chair, President & Chief Executive Officer
Justin T. Webb
Chief Financial Officer
MID PENN BANCORP, INC. REPORTS FIRST QUARTER EARNINGS
AND DECLARES 58TH CONSECUTIVE QUARTERLY DIVIDEND

April 23, 2025 – Harrisburg, PA – Mid Penn Bancorp, Inc. (NASDAQ: MPB) ("Mid Penn"), the parent company of Mid Penn Bank (the "Bank") and MPB Financial Services, LLC, today reported net income available to common shareholders ("earnings") for the quarter ended March 31, 2025, of $13.7 million, or $0.71 per diluted common share, compared to net income of $12.1 million, or $0.73 per diluted common share, for the first quarter of 2024, and a consensus analyst estimate of $0.63 per diluted common share for the first quarter of 2025.

Key Highlights of the First Quarter of 2025:

•Net income available to common shareholders increased 13.3% to $13.7 million, or $0.71 per diluted common share, for the first quarter of 2025, compared to net income of $12.1 million, or $0.73 per diluted common share, for the first quarter of 2024. On a non-GAAP basis, core earnings(1) for the quarter ended March 31, 2025, increased 30.3% to $13.9 million, or $0.72 per diluted common share, compared to $10.7 million, or $0.64 per diluted common share, for the first quarter of 2024.

•Net interest margin increased to 3.37% for the quarter ended March 31, 2025, compared to 3.21% for the fourth quarter of 2024. Cost of funds decreased to 2.48% for the quarter ended March 31, 2025, compared to 2.66% for the fourth quarter of 2024, as a result of a decrease in interest paid on interest-bearing deposit accounts, driven by the Bank lowering rates in response to the Federal Reserve interest rate cuts in the third and fourth quarters of 2024. The yield on loans decreased to 6.05% for the quarter ended March 31, 2025, compared to 6.10% for the fourth quarter of 2024. Net interest margin increased to 3.37% for the quarter ended March 31, 2025, compared to 2.97% for the first quarter of 2024, representing a 40 bp increase compared to the same period in 2024.

•Loan growth for the first quarter of 2025 was $48.1 million, or 4.4% (annualized), as the Bank continued to execute on its restrained growth strategy in 2025. Total loans increased $173.7 million, or 4.0% to $4.5 billion at March 31, 2025, compared to $4.3 billion at March 31, 2024.

•Deposits increased $42.3 million, or 3.7% (annualized), during the first quarter of 2025, compared to a decrease of $16.8 million, or 1.4% (annualized), during the fourth quarter of 2024. This increase was driven by a $55.5 million increase in interest-bearing transaction accounts, a $29.1 million increase in noninterest-bearing accounts, offset by $42.3 million decrease in time deposits. Total deposits increased $353.1 million or 8.06% to $4.7 billion at March 31, 2025, compared to $4.4 billion at March 31, 2024.

•Book value per common share improved to $34.50 as of March 31, 2025, compared to $33.84 and $33.26 as of December 31, 2024 and March 31, 2024, respectively. Tangible book value per common share (1) improved to $27.58 for as of March 31, 2025, compared to $26.90 and $25.23 as of December 31, 2024 and March 31, 2024, respectively.

•The core efficiency ratio(1) improved to 62.79% in the first quarter of 2025, compared to 63.9% in the fourth quarter of 2024, and 68.8% in the first quarter of 2024.


1


•As a result of the foregoing, the Board of Directors declared a cash dividend of $0.20 per common share, payable May 26, 2025, to shareholders of record as of May 8, 2025.


(1) Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.



2


Chair, President and CEO Rory G. Ritrievi provided the following statement:

"It is with great pleasure that we announce our first quarter of 2025 performance, which in many ways is a continuation of what we were able to accomplish in 2024.

Despite a fairly tumultuous quarter for the nation and most of the world, we delivered a solid beat of consensus estimates on earnings per share. That beat was the result of healthy net interest margin expansion, moderate growth in both loans and deposits, strong asset quality performance and an improvement in the efficiency ratio.

The net interest margin expansion was achieved by a decrease in deposit costs resulting from repricing initiatives started in the fourth quarter of 2024 and continuing through the first quarter of 2025.

Even while increasing revenues around 3% annualized, we decreased operating expenses over 3% annualized, resulting in a 110 basis point, or almost 7% annualized, improvement in the efficiency ratio. Solid expense management continues.

Our commercial and consumer bankers across our expanding footprint delivered a respectable organic growth rate of 4.4% (annualized) in loans and 3.7% (annualized) in deposits. Those growth rates are a little less than what we had hoped for the quarter, but we recognize that our borrower’s and depositors are influenced by what they feel and see in the overall economy. Their sentiment in the first quarter would be best described as cautious.

In early April, we announced that we had received all regulatory approvals for our planned merger with William Penn Bank as well as the enthusiastic approval of both shareholder groups. As a result, we expect that the William Penn merger will close in the middle of the second quarter of 2025. We welcome all the William Penn customers and shareholders in advance of the expected completion.

In consideration of our first quarter success, the Board has authorized its 58th consecutive quarterly dividend, a cash dividend of $0.20 per share of common stock, which was declared at its meeting on April 23, 2025, payable on May 26, 2025, to shareholders of record as of May 8, 2025." For the three months ended March 31, 2025, net interest income was $42.5 million, compared to net interest income of $41.3 million for the three months ended December 31, 2024, and $36.5 million for the three months ended March 31, 2024.


3


Net Interest Income
The tax-equivalent net interest margin for the three months ended March 31, 2025, was 3.37% compared to 3.21% and 2.97% for the fourth quarter of 2024 and first quarter of 2024, respectively, representing a 16 basis point ("bp") increase from the fourth quarter of 2024, and a 40 bp increase compared to the same period in 2024.
The yield on interest-earning assets decreased to 5.65% for the quarter ended March 31, 2025, from 5.67% for the three months ended December 31, 2024, and increased from 5.51% for the three months ended March 31, 2024. The decrease from the fourth quarter of 2024 was primarily due to a decrease in the average balance of Federal Funds Sold and a decrease in interest income from loans as a result of lower rates, partially offset by an increase in taxable investment securities. The increase from March 31, 2024, was due to assets continuing to reprice at higher rates during 2024 and 2025, continued discipline on new loan pricing, and an overall increase in the average balance of Fed Funds Sold.
For the three months ended March 31, 2025, net interest income increased 16.6% to $42.5 million compared to net interest income of $36.5 million for the same period of 2024. The increase was primarily due to a $3.3 million increase in interest income on loans, a $420 thousand increase in income on investment securities, and a $4.2 million decrease in the interest paid on short term borrowings, offset by a $1.9 million increase in interest expense on deposits compared to the same period of 2024.
Average Balances
Average loans increased $18.2 million to $4.5 billion for the quarter ended March 31, 2025, compared to $4.4 billion for the quarter ended December 31, 2024, and $4.3 billion for the quarter ended March 31, 2024.
Average deposits were $4.7 billion for the first quarter of 2025, reflecting a decrease of $6.2 million, or 0.1%, compared to total average deposits of $4.7 billion in the fourth quarter of 2024, and an increase of $369.6 million, or 8.6%, compared to total average deposits of $4.3 billion for the first quarter of 2024. The average cost of deposits was 2.45% for the first quarter of 2025, representing a 20 bp decrease and a 2 bp increase from the fourth quarter of 2024 and the first quarter of 2024, respectively. The Bank continues to face headwinds with respect to deposit pricing, given competition for deposits across all product types. Our primary focus with respect to deposit strategy is stability, ensuring that our rates are competitive, and our product mix satisfies the needs of our customers. Additionally, the Bank also maintains interest rate swaps to hedge the cash flow risk associated with existing brokered CDs, and to mitigate the impact of higher deposit costs. Cost of funds decreased to 2.48%, compared to 2.66% for the fourth quarter of 2024, as a result of a $2.6 million decrease in interest paid on interest-bearing deposit accounts due to the Bank lowering rates in response to the Federal Reserve interest rate cuts in the third and fourth quarters of 2024.
Asset Quality
The total provision for credit losses, including provision for credit losses on off-balance sheet credit exposures, was $301 thousand for the three months ended March 31, 2025, a decrease of $32 thousand compared to the provision for credit losses of $333 thousand for the three months ended December 31, 2024, and a $1.2 million increase compared to the benefit for credit losses of $937 thousand for the three months ended March 31, 2024. This decrease from the three months ended December 31, 2024, was driven by decreases in loss rates across multiple segments of the portfolio, offset by increased reserves on individually evaluated loans. Net recoveries for the three months ended March 31, 2025, were $3 thousand or less than 0.0001% of total average loans.
The provision for credit losses on loans was $321 thousand for the three months ended March 31, 2025, an increase of $940 thousand compared to the benefit for credit losses of $619 thousand for the three months ended March 31, 2024. This increase for the three months ended March 31, 2025, was primarily due to an increase in loss factors across certain portfolios. The benefit for credit losses on off-balance sheet credit exposures was $20 thousand for the three months ended March 31, 2025.
Allowance for credit losses - loans was 0.80%, 0.80%, and 0.78% of loans, net of unearned income at March 31, 2025, December 31, 2024, and March 31, 2024, respectively.
Total nonperforming assets were $25.4 million at March 31, 2025, compared to nonperforming assets of $22.7 million and $15.5 million at December 31, 2024, and March 31, 2024, respectively. The increase during the first quarter of 2025 primarily related to the addition of three commercial loans with a combined balance of $7.0 million, partially offset by the payoff of two commercial loans with a combined balance of $3.0 million. Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.50% at March 31, 2025, compared to 0.52% and 0.38% as of December 31, 2024, and March 31, 2024, respectively.
4


Capital
Shareholders’ equity increased $12.9 million, or 2.0%, from $655.0 million as of December 31, 2024, to $667.9 million as of March 31, 2025. Retained earnings increased $9.9 million, or 5.4%, from $181.6 million as of December 31, 2024, to $191.5 million as of March 31, 2025. Regulatory capital ratios for both Mid Penn and the Bank indicate regulatory capital levels in excess of both the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at March 31, 2025. Additionally, Mid Penn declared $3.9 million in dividends during the first quarter of 2025.
On April 23, 2025, Mid Penn’s Board of Directors reauthorized its treasury stock repurchase program ("The Program") effective through April 30, 2026. The Program authorizes the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock. As of March 31, 2025, Mid Penn repurchased a total of 440,722 shares of common stock at an average price of $22.78 per share under the Program. No shares were purchased in the first quarter of 2025. The Program had approximately $5.0 million remaining available for repurchase as of March 31, 2025.
Noninterest Income
For the three months ended March 31, 2025, noninterest income totaled $5.2 million, a decrease of $910 thousand, or 14.8%, compared to noninterest income of $6.1 million for the fourth quarter of 2024. The decrease is primarily due to a $717 thousand decrease in other miscellaneous noninterest income, driven by a $532 thousand decrease in Bank-owned life insurance benefits received, and $106 million decrease in insurance commissions.
For the three months ended March 31, 2025, noninterest income totaled $5.2 million, a decrease of $598 thousand, or 10.2%, compared to noninterest income of $5.8 million for the three months ended March 31, 2024. The decrease in noninterest income is primarily driven by a $731 thousand decrease in other miscellaneous noninterest income, driven by a $1.4 million decrease in Bank-owned life insurance benefits received, partially offset by a $357 thousand increase in loan level swap fees, a $113 thousand increase in other letter of credit income, and a $167 thousand increase in Mortgage Banking income.
Noninterest Expense
Total noninterest expense decreased $272 thousand to $30.6 million in the first quarter of 2025 from $30.9 million in the fourth quarter of 2024. The decrease was driven by a $638 thousand decrease in salaries and employee benefits, driven by a decrease in bonuses paid, partially offset by a $514 thousand increase in shares tax.
For the three months ended March 31, 2025, noninterest expense totaled $30.6 million, an increase of $2.1 million, or 7.4%, compared to noninterest expense of $28.5 million for the three months ended March 31, 2024. The increase was primarily driven by a $847 thousand increase in salaries and employee benefits, a $454 thousand increase in software licensing, a $314 thousand increase in merger and acquisition expenses, and a $292 thousand increase in occupancy expenses, partially offset by a $172 thousand decrease in legal and professional fees.
The core efficiency ratio(1) was 62.8% in the first quarter of 2025, compared to 63.9% in the fourth quarter of 2024, and 68.8% in the first quarter of 2024. The change in the core efficiency ratio during the first quarter of 2025 compared to the fourth quarter of 2024 was the result of slightly higher net interest income, partially offset by lower noninterest income, and slightly lower noninterest expense. Mid Penn continues to evaluate levels of noninterest expense for opportunities to reduce operating costs throughout the organization.
(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document. Non-GAAP financial measure.
5


Subsequent Events
Management considers subsequent events occurring after the balance sheet date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission ("SEC"). Accordingly, the financial information in this announcement is subject to change. The statements are valid only as of the date hereof and Mid Penn disclaims any obligation to update this information.

On April 2, 2025, Mid Penn and William Penn Bancorporation ("William Penn") announced that shareholders of both companies overwhelmingly approved Mid Penn's proposed acquisition of William Penn. The approvals were obtained at special meetings of shareholders held by each company on April 2, 2025.
6


SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, and market conditions. These statements may be identified by such forward-looking terminology as "continues," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn’s portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; results of the regulatory examination and supervision process and oversight, including changes in monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; the availability of financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Mid Penn and William Penn; the outcome of any legal proceedings that may be instituted against Mid Penn or William Penn; delays in completing the transaction; the failure to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in legacy Mid Penn and target markets; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the integration of Mid Penn and William Penn successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Mid Penn or William Penn.
For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events, except as required by law.
7


SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
(Dollars in thousands, except per share data) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Ending Balances:
Investment securities $ 634,044  $ 643,352  $ 642,291  $ 601,683  $ 615,061 
Loans, net of unearned income 4,491,167  4,443,070  4,431,704  4,364,561  4,317,449 
Total assets 5,546,026  5,470,936  5,527,025  5,391,749  5,330,379 
Total deposits 4,732,202  4,689,927  4,706,764  4,497,011  4,379,105 
Shareholders' equity 667,933  655,018  573,059  559,686  550,968 
Average Balances:
Investment securities 639,580  633,409  610,586  608,173  615,687 
Loans, net of unearned income 4,459,679  4,441,436  4,405,969  4,353,360  4,293,828 
Total assets 5,491,763  5,481,473  5,470,641  5,378,897  5,319,680 
Total deposits 4,681,708  4,687,880  4,597,686  4,451,678  4,312,094 
Shareholders' equity 660,964  623,670  565,300  553,675  546,001 
Three Months Ended
Income Statement: Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Net interest income $ 42,509  $ 41,280  $ 40,169  $ 38,766  $ 36,456 
Provision/(Benefit) for credit losses 301  333  516  1,604  (937)
Noninterest income 5,239  6,149  5,178  5,329  5,837 
Noninterest expense 30,642  30,913  29,959  28,224  28,520 
Income before provision for income taxes 16,805  16,183  14,872  14,267  14,710 
Provision for income taxes 3,063  2,951  2,571  2,496  2,577 
Net income available to shareholders 13,742  13,232  12,301  11,771  12,133 
Net income excluding non-recurring income and expenses (1)
13,907  12,961  12,383  11,284  10,673 
Per Share:
Basic earnings per common share $ 0.71  $ 0.72  $ 0.74  $ 0.71  $ 0.73 
Diluted earnings per common share 0.71  0.72  0.74  0.71  0.73 
Cash dividends declared 0.20  0.20  0.20  0.20  0.20 
Book value per common share 34.50  33.84  34.48  33.76  33.26 
Tangible book value per common share (1)
27.58  26.90  26.36  25.75  25.23 
Asset Quality:
  Net (recoveries)/charge-offs to average loans (3)
(0.0003  %) 0.037  % 0.031  % 0.002  % 0.004  %
Non-performing loans to total loans 0.54  0.51  0.39  0.23  0.24 
Non-performing asset to total loans and other real estate 0.57  0.51  0.40  0.24  0.36 
Non-performing asset to total assets 0.46  0.41  0.32  0.19  0.29 
ACL on loans to total loans 0.80  0.80  0.80  0.81  0.78 
ACL on loans to nonperforming loans 149.05  157.07  204.61  352.92  322.69 
Profitability:
Return on average assets (3)
1.01  % 0.96  % 0.89  % 0.88  % 0.92  %
Return on average equity (3)
8.43  8.44  8.66  8.55  8.94 
  Return on average tangible common equity (1) (3)
10.84  11.07  11.69  11.57  12.15 
Tax-equivalent net interest margin 3.37  3.21  3.13  3.12  2.97 
Efficiency ratio (1)
62.79  63.94  64.89  63.65  68.80 
8


Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
10.2  % 10.0  % 8.4  % 8.4  % 8.3  %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
12.0  12.1  10.1  9.9  9.6 
Tier 1 Capital (to Risk Weighted Assets) (2)
12.0  12.1  10.1  9.9  9.6 
Total Capital (to Risk Weighted Assets) (2)
13.8  14.0  11.9  11.8  11.4 
(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.
(2)Regulatory capital ratios as of March 31, 2025 are preliminary and prior periods are actual.
(3)Annualized ratio
9


CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data) Mar. 31, 2025 Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024 Mar. 31, 2024
ASSETS
Cash and due from banks $ 47,688  $ 37,002  $ 57,518  $ 36,948  $ 33,362 
Interest-bearing balances with other financial institutions 16,880  14,490  19,323  25,585  31,801 
Federal funds sold 42,686  19,072  67,554  43,193  2,922 
Total cash and cash equivalents 107,254  70,564  144,395  105,726  68,085 
Investment Securities:
Held to maturity, at amortized cost 375,115  382,447  386,618  393,320  396,998 
Available for sale, at fair value 258,493  260,477  255,227  207,936  217,632 
Equity securities available for sale, at fair value 436  428  446  427  431 
Loans held for sale 6,851  7,064  7,919  8,420  4,581 
Loans, net of unearned income 4,491,167  4,443,070  4,431,704  4,364,561  4,317,449 
Less: Allowance for credit losses (35,838) (35,514) (35,562) (35,288) (33,524)
Net loans 4,455,329  4,407,556  4,396,142  4,329,273  4,283,925 
Premises and equipment, net 40,328  38,806  33,765  34,344  36,068 
Operating lease right of use asset 9,402  7,699  7,390  7,925  8,414 
Finance lease right of use asset 2,503  2,548  2,593  2,638  2,683 
Cash surrender value of life insurance 51,351  51,521  53,135  53,298  52,997 
Restricted investment in bank stocks 6,660  7,461  10,589  13,930  17,446 
Accrued interest receivable 27,263  26,846  27,286  27,381  26,975 
Deferred income taxes 21,800  22,747  23,197  24,520  22,894 
Goodwill 128,160  128,160  128,160  127,031  127,031 
Core deposit and other intangibles, net 5,814  6,242  6,713  5,626  6,051 
Foreclosed assets held for sale 1,402  44  281  441  5,110 
Other assets 47,865  50,326  43,169  49,513  53,058 
Total Assets $ 5,546,026  $ 5,470,936  $ 5,527,025  $ 5,391,749  $ 5,330,379 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 788,316  $ 759,169  $ 791,980  $ 766,014  $ 807,861 
Interest-bearing transaction accounts 2,375,205  2,319,753  2,288,783  2,194,948  2,082,846 
Time 1,568,681  1,611,005  1,626,001  1,536,049  1,488,398 
Total Deposits 4,732,202  4,689,927  4,706,764  4,497,011  4,379,105 
Short-term borrowings 25,000  2,000  114,097  200,000  271,849 
Long-term debt 23,489  23,603  23,716  23,827  23,941 
Subordinated debt and trust preferred securities 45,587  45,741  45,894  46,047  46,201 
Operating lease liability 9,765  8,092  7,778  8,344  8,683 
Accrued interest payable 12,900  13,484  18,995  18,139  16,330 
Other liabilities 29,150  33,071  36,722  38,695  33,302 
Total Liabilities 4,878,093  4,815,918  4,953,966  4,832,063  4,779,411 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized 19,803  19,797  17,061  17,051  17,006 
Additional paid-in capital 480,866  480,491  406,922  406,544  406,150 
Retained earnings 191,469  181,597  172,234  163,256  154,801 
Accumulated other comprehensive loss (14,163) (16,825) (13,116) (17,123) (16,947)
Treasury stock (10,042) (10,042) (10,042) (10,042) (10,042)
Total Shareholders’ Equity 667,933  655,018  573,059  559,686  550,968 
Total Liabilities and Shareholders' Equity $ 5,546,026  $ 5,470,936  $ 5,527,025  $ 5,391,749  $ 5,330,379 
10


CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data) Mar. 31, 2025 Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
INTEREST INCOME
Loans, including fees $ 66,537  $ 68,110  $ 68,080  $ 66,096  $ 63,236 
Investment securities:
Taxable 4,460  4,223  4,136  4,143  4,040 
Tax-exempt 348  358  359  371  376 
Other interest-bearing balances 138  154  223  347  403 
Federal funds sold 261  467  1,043  282  136 
Total Interest Income 71,744  73,312  73,841  71,239  68,191 
INTEREST EXPENSE
Deposits 28,264  30,836  30,689  28,463  26,332 
Short-term borrowings 290  509  2,296  3,324  4,446 
Long-term and subordinated debt 681  687  687  686  957 
Total Interest Expense 29,235  32,032  33,672  32,473  31,735 
Net Interest Income 42,509  41,280  40,169  38,766  36,456 
Net provision/(Benefit) for credit losses 301  333  516  1,604  (937)
Net Interest Income After Provision for Credit Losses 42,208  40,947  39,653  37,162  37,393 
NONINTEREST INCOME
Fiduciary and wealth management 1,140  1,215  1,204  1,129  1,132 
ATM debit card interchange 919  971  962  973  945 
Service charges on deposits 562  579  549  539  509 
Mortgage banking 591  656  768  628  424 
Mortgage hedging (9) 11  (1) —  — 
Net gain on sales of SBA loans 57  15  151  74  107 
Earnings from cash surrender value of life insurance 274  280  276  301  284 
Other 1,705  2,422  1,269  1,685  2,436 
Total Noninterest Income 5,239  6,149  5,178  5,329  5,837 
NONINTEREST EXPENSE
Salaries and employee benefits 16,309  16,947  16,156  15,533  15,462 
Software licensing and utilization 2,574  2,606  2,366  2,208  2,120 
Occupancy, net 2,274  1,913  1,815  1,861  1,982 
Equipment 1,094  1,213  1,206  1,287  1,222 
Shares tax 919  405  824  124  997 
Legal and professional fees 826  1,006  1,613  689  998 
ATM/card processing 733  634  606  510  534 
Intangible amortization 428  471  460  425  428 
FDIC Assessment 990  843  1,150  1,232  945 
(Gain)/Loss on sale or write-down of foreclosed assets, net (28) 73  (35) 42  — 
Merger and acquisition 314  436  109  —  — 
Other 4,209  4,366  3,689  4,313  3,832 
Total Noninterest Expense 30,642  30,913  29,959  28,224  28,520 
INCOME BEFORE PROVISION FOR INCOME TAXES 16,805  16,183  14,872  14,267  14,710 
Provision for income taxes 3,063  2,951  2,571  2,496  2,577 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 13,742  $ 13,232  $ 12,301  $ 11,771  $ 12,133 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.71  $ 0.72  $ 0.74  $ 0.71  $ 0.73 
Diluted Earnings Per Common Share 0.71  0.72  0.74  0.71  0.73 
Cash Dividends Declared 0.20  0.20  0.20  0.20  0.20 
11


CONSOLIDATED – AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Unaudited):
Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
For the Three Months Ended
March 31, 2025 December 31, 2024 March 31, 2024
(Dollars in thousands) Average Balance Interest
Yield/
Rate(2)
Average Balance Interest
Yield/
Rate(2)
Average Balance Interest
Yield/
Rate(2)
ASSETS:
Interest Bearing Balances $ 20,794  $ 138  2.69  % $ 21,720  $ 154  2.82  % $ 39,999  $ 403  4.05  %
Investment Securities:
Taxable 569,800  4,309  3.07  561,809  4,071  2.88  539,674  3,800  2.83 
Tax-Exempt 69,780  348  2.02  71,600  358  1.99  76,013  376  1.99 
Total Securities 639,580  4,657  2.95  633,409  4,429  2.78  615,687  4,176  2.73 
Federal Funds Sold 23,754  261  4.46  39,788  467  4.67  10,373  136  5.27 
Loans, Net of Unearned Income 4,459,679  66,537  6.05  4,441,436  68,110  6.10  4,293,828  63,236  5.92 
Restricted Investment in Bank Stocks 7,101  151  8.62  7,939  152  7.62  19,439  240  4.97 
Total Earning Assets 5,150,908  71,744  5.65  5,144,292  73,312  5.67  4,979,326  68,191  5.51 
Cash and Due from Banks 39,916  38,743  38,264 
Other Assets 300,939  298,438  302,090 
Total Assets $ 5,491,763  $ 5,481,473  $ 5,319,680 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand $ 1,051,325  $ 4,681  1.81  % $ 1,067,744  $ 5,349  1.99  % $ 898,340  $ 3,884  1.74  %
Money Market 1,024,669  6,941  2.75  946,689  6,920  2.91  876,242  5,968  2.74 
Savings 260,965  54  0.08  261,450  57  0.09  287,765  72  0.10 
Time 1,591,769  16,588  4.23  1,625,154  18,510  4.53  1,468,611  16,408  4.49 
Total Interest-bearing Deposits 3,928,728  28,264  2.92  3,901,037  30,836  3.14  3,530,958  26,332  3.00 
Short term borrowings 24,892  290  4.72 37,960  509  5.33  316,025  4,446  5.66 
Long-term debt 23,533  257  4.43 23,645  262  4.41  40,571  533  5.28 
Subordinated debt and trust preferred securities 45,662  424  3.77 45,815  425  3.69  46,275  424  3.69 
Total Interest-bearing Liabilities 4,022,815  29,235  2.95 4,008,457  32,032  3.18  3,933,829  31,735  3.24 
Noninterest-bearing Demand 752,980  786,843  781,136 
Other Liabilities 55,004  62,503  58,714 
Shareholders' Equity 660,964  623,670  546,001 
Total Liabilities & Shareholders' Equity $ 5,491,763  $ 5,481,473  $ 5,319,680 
Net Interest Income $ 42,509  $ 41,280  $ 36,456 
Taxable Equivalent Adjustment (1)
242  252  260 
Net Interest Income (taxable equivalent basis) $ 42,751  $ 41,532  $ 36,716 
Total Yield on Earning Assets 5.65  % 5.67  % 5.51  %
Cost of funds 2.48  % 2.66  % 2.71  %
Rate on Supporting Liabilities 2.95  3.18  3.24 
Average Interest Spread 2.70  2.49  2.27 
Tax-Equivalent Net Interest Margin 3.37  3.21  2.97 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
(2)Annualized ratios
12


ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Allowance for Credit Losses on Loans:
Beginning balance $ 35,514  $ 35,562  $ 35,288  $ 33,524  $ 34,187 
Loans Charged off
Commercial real estate —  —  —  —  — 
Commercial and industrial —  (407) (356) (56) — 
Construction —  —  —  —  — 
Residential mortgage —  —  —  (2) (28)
Consumer (15) (18) (8) (4) (22)
Total loans charged off (15) (425) (364) (62) (50)
Recoveries of loans previously charged off
Commercial real estate —  — 
Commercial and industrial —  —  — 
Construction —  —  —  —  — 
Residential mortgage 29  — 
Consumer 15  11 
Total recoveries 18  17  17  44 
Balance before provision 35,517  35,154  34,941  33,506  34,143 
Provision for credit losses - loans 321  360  621  1,782  (619)
Balance, end of quarter $ 35,838  $ 35,514  $ 35,562  $ 35,288  $ 33,524 
Nonperforming Assets
Total nonaccrual loans $ 24,045  $ 22,610  $ 17,380  $ 9,999  $ 10,389 
Foreclosed real estate 1,402  44  281  441  5,110 
Total nonperforming assets 25,447  22,654  17,661  10,440  15,499 
Accruing loans 90 days or more past due —  —  25 
Total risk elements $ 25,450  $ 22,654  $ 17,662  $ 10,440  $ 15,524 

13


RECONCILIATION OF NON-GAAP MEASURES (Unaudited)
Explanatory note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Mid Penn’s management uses these non-GAAP financial measures in their analysis of Mid Penn’s performance. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. Adjusted earnings per common share excludes from income available to common shareholders certain expenses related to significant non-core activities, including merger-related expenses, net of income taxes. For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity. The core efficiency ratio is often used by management to measure its noninterest expense as a percentage of its revenue. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn’s results and financial condition as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding Mid Penn’s ongoing operating results. This supplemental presentation should not be construed as an inference that Mid Penn’s future results will be unaffected by similar adjustments to be determined in accordance with GAAP. The reconciliation of the non-GAAP to comparable GAAP financial measures can be found in the tables below.
Tangible Book Value Per Common Share
(Dollars in thousands, except per share data) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Shareholders' Equity $ 667,933  $ 655,018  $ 573,059  $ 559,686  $ 550,968 
Less: Goodwill 128,160  128,160  128,160  127,031  127,031 
Less: Core Deposit and Other Intangibles 5,814  6,242  6,713  5,626  6,051 
Tangible Equity $ 533,959  $ 520,616  $ 438,186  $ 427,029  $ 417,886 
Common Shares Outstanding 19,362,094 19,355,797 16,620,174 16,580,595 16,565,637
Tangible Book Value per Share $ 27.58  $ 26.90  $ 26.36  $ 25.75  $ 25.23 
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Net Income Available to Common Shareholders $ 13,742  $ 13,232  $ 12,301  $ 11,771  $ 12,133 
Less: BOLI Death Benefit Income 83  615  487  1,460 
Plus: Merger and Acquisition Expenses 314  436  109  —  — 
Less: Tax Effect of Merger and Acquisition Expenses 66  92  23  —  — 
Net Income Excluding Non-Recurring Income and Expenses $ 13,907  $ 12,961  $ 12,383  $ 11,284  $ 10,673 
Weighted Average Shares Outstanding 19,355,867 18,338,224 16,612,657 16,576,283 16,567,902
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses $ 0.72  $ 0.71  $ 0.75  $ 0.68  $ 0.64 
14


Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Net income available to common shareholders $ 13,742  $ 13,232  $ 12,301  $ 11,771  $ 12,133 
Plus: Intangible amortization, net of tax 338  372  363  336  338 
14,080  13,604  12,664  12,107  12,471 
Average shareholders' equity 660,964  623,670  565,300  553,675  546,001 
Less: Average goodwill 128,160  128,160  127,773  127,031  127,031 
Less: Average core deposit and other intangibles 6,023  6,468  6,424  5,833  6,259 
Average tangible shareholders' equity $ 526,781  $ 489,042  $ 431,103  $ 420,811  $ 412,711 
Return on average tangible common equity(1)
10.84  % 11.07  % 11.69  % 11.57  % 12.15  %
(1) Annualized ratio
Core Efficiency Ratio
Three Months Ended
(Dollars in thousands) Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30, 2024 Mar. 31,
2024
Noninterest expense $ 30,642  $ 30,913  $ 29,959  $ 28,224  $ 28,520 
Less: Merger and acquisition expenses 314  436  109  —  — 
Less: Intangible amortization 428  471  460  425  428 
Less: (Gain) Loss on sale or write-down of foreclosed assets, net (28) 73  (35) 42  — 
Efficiency ratio numerator 29,928  29,933  29,425  27,757  28,092 
Net interest income 42,509  41,280  40,169  38,766  36,456 
Noninterest income 5,239  6,149  5,178  5,329  5,837 
Less: BOLI Death Benefit 83  615  487  1,460 
Efficiency ratio denominator $ 47,665  $ 46,814  $ 45,343  $ 43,608  $ 40,833 
Core efficiency ratio 62.79  % 63.94  % 64.89  % 63.65  % 68.80  %
15