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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):  July 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 July 23, 2025, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended June 30, 2025.  A copy of the Corporation’s press release dated July 23, 2025 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01    OTHER EVENTS

Dividend Declaration

On July 23, 2025, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on August 25, 2025 to shareholders of record as of August 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: July 23, 2025
By: /s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer

EX-99.1 2 mpb-20250630xexx991.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 SECOND QUARTER EARNINGS
AND DECLARES 59TH CONSECUTIVE QUARTERLY DIVIDEND

July 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 June 30, 2025, of $4.8 million, or $0.22 per diluted common share, compared to net income of $11.8 million, or $0.71 per diluted common share, for the second quarter of 2024. Net income, excluding non-recurring income and expenses(1) for the second quarter of 2025, was $15.1 million. Adjusted earnings per common share excluding non-recurring income and expenses(1) was $0.70, exceeding the consensus analyst estimate of $0.69 per diluted common share for the second quarter of 2025. Adjustments exclude $8.7 million of after-tax merger-related expenses and $1.6 million of non-recurring compensation expenses.

Key Highlights of the Second Quarter of 2025:

•On April 30, 2025, Mid Penn completed the acquisition of William Penn Bancorporation ("William Penn"), which added total assets of $757.3 million, comprised primarily of $431.4 million of loans. Additionally, on May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, which provides business, home and auto insurance throughout central and southeast Pennsylvania.

•Net income available to common shareholders decreased 59.5% to $4.8 million, or $0.22 per diluted common share, for the second quarter of 2025, compared to net income of $11.8 million, or $0.71 per diluted common share, for the second quarter of 2024. On a non-GAAP basis, net income excluding non-recurring income and expenses(1) for the quarter ended June 30, 2025, increased 33.6% to $15.1 million, or $0.70 per diluted common share, compared to $11.3 million, or $0.68 per diluted common share, for the second quarter of 2024.

•Net interest margin increased to 3.44% for the quarter ended June 30, 2025, compared to 3.37% for the first quarter of 2025, representing a 7 basis point ("bp") increase compared to the first quarter of 2025. Cost of funds decreased to 2.44% for the quarter ended June 30, 2025, compared to 2.48% for the first quarter of 2025. Despite a higher total interest expense, cost of funds improved during the quarter, primarily due to the growth in average interest-bearing liabilities, driven in part by the addition of lower-cost deposits acquired in the William Penn acquisition. These deposits helped dilute the overall cost of funding, contributing to the improvement. The yield on loans increased to 6.15% for the quarter ended June 30, 2025, compared to 6.05% for the first quarter of 2025. Net interest margin increased to 3.44% for the quarter ended June 30, 2025, compared to 3.12% for the second quarter of 2024, representing a 32 bp increase compared to the same period in 2024.

•Loan growth for the second quarter of 2025 was $341.7 million, or 30.5% (annualized). Total loans increased $468.3 million, or 10.7%, to $4.8 billion at June 30, 2025, compared to $4.4 billion at June 30, 2024. Excluding the William Penn acquisition loans of $431.4 million, the organic loan portfolio for the quarter ended June 30, 2025 declined $89.6 million or 2.0% from the first quarter of 2025. This decline was primarily driven by elevated payoffs as commercial real estate construction loans stabilized and obtained non-recourse permanent financing.

1


•Deposits increased $717.5 million, or 60.8% (annualized), during the second quarter of 2025, compared to an increase of $42.3 million, or 3.7% (annualized), during the first quarter of 2025. This increase was driven by a $397.5 million increase in interest-bearing transaction accounts, a $68.8 million increase in noninterest-bearing accounts, and a $251.2 million increase in time deposits. Total deposits increased $952.7 million or 21.18% to $5.4 billion at June 30, 2025, compared to $4.5 billion at June 30, 2024. Organic deposit growth for the quarter ended June 30, 2025 was $96.2 million or 8.2%, annualized (excluding William Penn acquisition deposits of $621.3 million), from the first quarter of 2025.

•The core efficiency ratio(1) improved to 62.56% in the second quarter of 2025, compared to 62.79% in the first quarter of 2025, and 63.65% in the second quarter of 2024.

•Book value per common share declined to $33.85 as of June 30, 2025, compared to $34.50 as of March 31, 2025, and improved compared to $33.76 as of June 30, 2024. Tangible book value per common share (1) was $27.22 as of June 30, 2025, compared to $27.58 and $25.75 as of March 31, 2025 and June 30, 2024, respectively. The decline in book value primarily reflects the impact of the William Penn acquisition, including the issuance of additional common shares and the addition of acquisition related goodwill and other intangibles.

•As a result of the foregoing, the Board of Directors declared a cash dividend of $0.20 per common share, payable August 25, 2025, to shareholders of record as of August 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.



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

"The second quarter of 2025 for Mid Penn was virtually in line with what we expected. While our GAAP earnings were impacted by the completion of the William Penn acquisition within the quarter, excluding those one-time expenses establishes non-GAAP earnings of $0.70 per share, slightly in excess of the consensus estimate of $0.69 per share.

Organic loan growth for the second quarter was negative by $89.6 million, or 2%, and since year end 2024, it is negative $42 million, or 1%. Throughout the first six months of 2025, we have had significant commercial real estate construction projects that reached completion and/or stabilization and, therefore, were refinanced out of a bank loan that significantly increased our natural principal runoff. At the same time, we have experienced the softest loan demand we have seen in many years. We attribute that soft demand to concerns over tariffs, interest rates, and the overall state of the economy. We are optimistic that loan pipelines will begin to improve through the rest of the year, and fully expect that we will hit the bottom end of our original loan growth target range by the end of the year.

Organic deposit growth for the second quarter was $96 million, or 2%, and since the start of 2025, is $138 million, or almost 3%. With competition for deposits at an all-time high, I think those six-month growth numbers are solid. As with loan growth, I fully expect that we will reach the mid-point of our original target range on deposit growth by the end of the year.

Throughout the quarter, we had improvements in net interest margin, cost of deposits, yields on loans, noninterest income and efficiency ratio, along with another solid quarter in asset quality, leading us to the consensus beat, notwithstanding the pullback in loans outstanding.

We are encouraged by the results for the quarter while successfully completing the William Penn acquisition, and we are cautiously optimistic about what to anticipate for the remainder of 2025.

It is our pleasure to announce that the Board has authorized its 59th consecutive quarterly dividend, a cash dividend of $0.20 per share of common stock, which was declared at its meeting on July 23, 2025, payable on August 25, 2025, to shareholders of record as of August 8, 2025." For the three months ended June 30, 2025, net interest income was $48.2 million, compared to net interest income of $42.5 million for the three months ended March 31, 2025, and $38.8 million for the three months ended June 30, 2024.


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Net Interest Income
Interest income for the second quarter of 2025 includes $910 thousand of purchase accounting loan accretion related to the William Penn acquisition. This accretion reflects the recognition of fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets. The tax-equivalent net interest margin for the three months ended June 30, 2025 was 3.44% compared to 3.37% and 3.12% for the first quarter of 2025 and second quarter of 2024, respectively, representing a 7 bp increase from the first quarter of 2025, and a 32 bp increase compared to the same period in 2024.
The yield on interest-earning assets increased to 5.69% for the quarter ended June 30, 2025, from 5.65% for the three months ended March 31, 2025, and remained flat at 5.69% for the three months ended June 30, 2024. The increase from the first quarter of 2025 was primarily due to an increase in interest income on loans, and an increase in the average balance of Federal Funds Sold.
For the six months ended June 30, 2025, net interest income increased 20.6% to $90.7 million compared to net interest income of $75.2 million for the same period of 2024. The increase was primarily driven by a $9.7 million increase in interest income on loans, a $2.3 million increase in Fed Funds Sold, partially offset by a $4.5 million increase in interest expense on deposits, and a $7.4 million decrease in the interest paid on short term borrowings, compared to the same period of 2024.
Average Balances
Average balances were significantly impacted by the William Penn acquisition given that the acquisition closed on April 30, 2025. Day one increases in loans, total assets, deposits, and total liabilities were $431.4 million, $757.3 million, $621.3 million, and $635.0 million, respectively.
Average loans increased $265.0 million to $4.7 billion for the quarter ended June 30, 2025, compared to $4.5 billion for the quarter ended March 31, 2025, and increased $371.3 million compared to $4.4 billion for the quarter ended June 30, 2024.
Average deposits were $5.2 billion for the second quarter of 2025, reflecting an increase of $478.0 million, or 10.2%, compared to total average deposits of $4.7 billion in the first quarter of 2025, and an increase of $708.1 million, or 15.9%, compared to total average deposits of $4.5 billion for the second quarter of 2024, primarily due to the William Penn acquisition and organic growth. The average cost of deposits was 2.41% for the second quarter of 2025, representing a 2 bp decrease and an 18 bp decrease from the first quarter of 2025 and the second quarter of 2024, respectively.
Cost of funds decreased to 2.44%, compared to 2.48% for the first quarter of 2025. Despite a higher total interest expense, cost of funds declined during the quarter, primarily due to the growth in average interest-bearing liabilities, driven in part by the addition of lower-cost deposits acquired in the William Penn acquisition. These deposits helped dilute the overall cost of funding, contributing to the decline.
Asset Quality
The total provision for credit losses, including provision for credit losses on off-balance sheet credit exposures, was $2.3 million for the three months ended June 30, 2025, an increase of $2.0 million compared to the provision for credit losses of $301 thousand for the three months ended March 31, 2025, and a $665 thousand increase compared to the provision for credit losses of $1.6 million for the three months ended June 30, 2024. The increase in provision was primarily driven by a $2.3 million reserve established for non-PCD (Purchased Credit Deteriorated) loans acquired in the William Penn acquisition, offset by an $866 thousand decrease in reserve required for individually analyzed loans. Net charge offs for the three months ended June 30, 2025, were $811 thousand or less than 0.02% of total average loans.
The provision for credit losses on loans was $2.6 million for the six months ended June 30, 2025, an increase of $1.4 million compared to the provision for credit losses of $1.2 million for the six months ended June 30, 2024. This increase for the six months ended June 30, 2025 was primarily due to a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition. The provision for credit losses on off-balance sheet credit exposures was $23 thousand and $3 thousand for the three and six months ended June 30, 2025, respectively. The increase was primarily driven by new participations in construction loans originated in the second quarter.
Allowance for credit losses - loans was 0.78%, 0.80%, and 0.81% of loans, net of unearned income at June 30, 2025, March 31, 2025, and June 30, 2024, respectively.
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Total nonperforming assets were $28.0 million at June 30, 2025, compared to nonperforming assets of $25.4 million and $10.4 million at March 31, 2025 and June 30, 2024, respectively. The increase during the second quarter of 2025 primarily related to $2.6 million of non-accrual loans acquired from William Penn, partially offset by reductions to other non-accrual loans. Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.58% at June 30, 2025, compared to 0.50% and 0.57% as of March 31, 2025 and June 30, 2024, respectively.
Capital
Shareholders’ equity increased $120.7 million, or 18.4%, from $655.0 million as of December 31, 2024, to $775.7 million as of June 30, 2025. Retained earnings increased $105 thousand, or 0.1%, from $191.5 million as of March 31, 2025 to $191.6 million as of June 30, 2025. The increase was primarily due to the William Penn acquisition. 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 June 30, 2025. Additionally, Mid Penn declared $4.7 million in dividends during the second 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. During the three months ended June 30, 2025, Mid Penn repurchased 48,064 shares of common stock at an average price of $28.36. No shares were repurchased in the first quarter for 2025. As of June 30, 2025, Mid Penn repurchased a total of 488,786 shares of common stock at an average price of $23.33 per share under the Program. The Program had approximately $3.6 million remaining available for repurchase as of June 30, 2025.
Noninterest Income
For the three months ended June 30, 2025, noninterest income totaled $6.1 million, an increase of $904 thousand, or 17.3%, compared to noninterest income of $5.2 million for the first quarter of 2025. The increase is primarily due to a $266 thousand increase in fiduciary and wealth management, a $217 thousand increase in earnings from the cash surrender value of life insurance as a result of policies assumed during the William Penn acquisition, and a $199 thousand increase in other noninterest income. The William Penn acquisition provides an opportunity for continued expansion into the Philadelphia markets, enabling the development of new wealth management and insurance customer relationships, which will help strengthen noninterest income.
For the six months ended June 30, 2025, noninterest income totaled $11.4 million, an increase of $216 thousand, or 1.9%, compared to noninterest income of $11.2 million for the six months ended June 30, 2024. The increase in noninterest income is primarily driven by a $285 thousand increase in fiduciary and wealth management, a $215 thousand increase in mortgage banking income, and a $180 thousand increase in earnings from the cash surrender value of life insurance as a result of policies assumed during the William Penn acquisition, offset by a $512 thousand decrease in other miscellaneous noninterest income, driven by a $1.9 million decrease in Bank-owned life insurance benefits received, partially offset by a $568 thousand increase in loan level swap fees.
Noninterest Expense
For the three months ended June 30, 2025, noninterest expense totaled $47.8 million, an increase of $17.2 million, or 55.99%, compared to noninterest expense of $30.6 million in the first quarter of 2025.

Merger and acquisition expenses increased $10.7 million, which includes $10.5 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.
Salaries and benefits increased $4.4 million for the three months ended June 30, 2025 compared to the first quarter of 2025. The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $2.0 million that were recognized during the second quarter of 2025. (Future expected compensation expense related to these awards is approximately $753 thousand for the third quarter of 2025 and $2.2 million over the remaining vesting periods); (ii) the retail staff additions at the twelve retail locations added through the William Penn acquisition; and (iii) the retention of various William Penn team members through the completion of systems integration, which occurred on June 20, 2025.
Software licensing and utilization costs increased $698 thousand compared to the first quarter of 2025. The increase reflects additional costs to (i) license the additional William Penn branches; and (ii) upgrades to internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.
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For the six months ended June 30, 2025, noninterest expense totaled $78.4 million, an increase of $21.7 million, or 38.2%, compared to noninterest expense of $56.7 million for the six months ended June 30, 2024.
Merger and acquisition expenses increased $11.3 million for the six months ended June 30, 2025, which includes $11.2 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition.
Salaries and benefits increased $6.1 million for the six months ended June 30, 2025, compared to the same period in 2024, largely driven by the same Q2 items noted above, including $2.0 million in equity compensation, staff additions from the William Penn acquisition, and retention of key personnel through integration.
Software licensing and utilization costs increased $1.5 million for the six months ended June 30, 2025, compared to the same period in 2024, reflecting the same Q2 drivers noted above. These include the onboarding of newly acquired William Penn branches, investments in IT infrastructure and cybersecurity.
Occupancy expenses increased $796 thousand for the six months ended June 30, 2025, compared to the same period in 2024. The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.
The core efficiency ratio(1) was 62.6% in the second quarter of 2025, compared to 62.8% in the first quarter of 2025 and 63.7% in the second quarter of 2024. The change in the core efficiency ratio during the second quarter of 2025 compared to the first quarter of 2025 was the result of higher net interest income and higher noninterest income, partially offset by higher noninterest expense. Mid Penn continues to evaluate levels of noninterest expense for opportunities to reduce operating costs throughout the organization.
William Penn Acquisition
On April 30, 2025, Mid Penn completed its acquisition of William Penn through the merger of William Penn with and into Mid Penn.

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 approximately 3,506,795 shares of Mid Penn common stock, plus up to an additional 538,447 shares of Mid Penn common stock issuable upon the exercise of former William Penn stock options, for a purchase price of $103.2 million. Mid Penn also recorded Goodwill of $6.2 million, and a core deposit intangible asset of $245 thousand as a result of this acquisition.
Charis Insurance Group Acquisition
On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, which provides business, home and auto insurance throughout central and southern Pennsylvania, for a purchase price of $4.0 million at closing. Mid Penn recorded Goodwill of $1.6 million, as a result of this acquisition.
The assets and liabilities assumed in these transactions were recorded at their estimated fair values as of the respective date of acquisition and may be adjusted for up to one year subsequent to legal closing.
(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.
6


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.


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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 possibility that the anticipated benefits of a 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 a transaction; the ability to complete the integration of Mid Penn and its target successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with a transaction; and other factors that may affect the future results of Mid 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.
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SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
(Dollars in thousands, except per share data) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Ending Balances:
Investment securities $ 769,211  $ 634,044  $ 643,352  $ 642,291  $ 601,683 
Loans, net of unearned income 4,832,898  4,491,167  4,443,070  4,431,704  4,364,561 
Total assets 6,354,543  5,546,026  5,470,936  5,527,025  5,391,749 
Total deposits 5,449,664  4,732,202  4,689,927  4,706,764  4,497,011 
Shareholders' equity 775,708  667,933  655,018  573,059  559,686 
Average Balances:
Investment securities 652,105  639,580  633,409  610,586  608,173 
Loans, net of unearned income 4,724,638  4,459,679  4,441,436  4,405,969  4,353,360 
Total assets 6,036,045  5,491,763  5,481,473  5,470,641  5,378,897 
Total deposits 5,159,754  4,681,708  4,687,880  4,597,686  4,451,678 
Shareholders' equity 670,491  660,964  623,670  565,300  553,675 
Three Months Ended
Income Statement: Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Net interest income $ 48,206  $ 42,509  $ 41,280  $ 40,169  $ 38,766 
Provision for credit losses (4)
2,269  301  333  516  1,604 
Noninterest income 6,143  5,239  6,149  5,178  5,329 
Noninterest expense 47,798  30,642  30,913  29,959  28,224 
Income before provision for income taxes 4,282  16,805  16,183  14,872  14,267 
(Benefit)/Provision for income taxes (480) 3,063  2,951  2,571  2,496 
Net income available to shareholders 4,762  13,742  13,232  12,301  11,771 
Net income excluding non-recurring income and expenses (1)
15,074  13,907  12,961  12,383  11,284 
Per Share:
Basic earnings per common share $ 0.22  $ 0.71  $ 0.72  $ 0.74  $ 0.71 
Diluted earnings per common share 0.22  0.71  0.72  0.74  0.71 
Cash dividends declared 0.20  0.20  0.20  0.20  0.20 
Book value per common share 33.85  34.50  33.84  34.48  33.76 
Tangible book value per common share (1)
27.22  27.58  26.90  26.36  25.75 
Asset Quality:
  Net charge-offs/(recoveries) to average loans (3)
0.069  % (0.0003  %) 0.037  % 0.031  % 0.002  %
Non-performing loans to total loans 0.38  0.54  0.51  0.39  0.23 
Non-performing asset to total loans and other real estate 0.58  0.57  0.51  0.40  0.24 
Non-performing asset to total assets 0.44  0.46  0.41  0.32  0.19 
ACL on loans to total loans 0.78  0.80  0.80  0.80  0.81 
ACL on loans to nonperforming loans 206.49  149.05  157.07  204.61  352.92 
Profitability:
Return on average assets (3)
0.32  % 1.01  % 0.96  % 0.89  % 0.88  %
Return on average equity (3)
2.85  8.43  8.44  8.66  8.55 
  Return on average tangible common equity (1) (3)
4.05  10.84  11.07  11.69  11.57 
Tax-equivalent net interest margin 3.44  3.37  3.21  3.13  3.12 
Core Efficiency ratio (1)
62.56  62.79  63.94  64.89  63.65 
9


Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
10.6  % 10.2  % 10.0  % 8.4  % 8.4  %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
12.0  12.0  12.1  10.1  9.9 
Tier 1 Capital (to Risk Weighted Assets) (2)
12.0  12.0  12.1  10.1  9.9 
Total Capital (to Risk Weighted Assets) (2)
13.3  13.8  14.0  11.9  11.8 
(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 June 30, 2025 are preliminary and prior periods are actual.
(3)Annualized ratio
(4)Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction
10


CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data) Jun. 30, 2025 Mar. 31, 2025 Dec. 31, 2024 Sep. 30, 2024 Jun. 30, 2024
ASSETS
Cash and due from banks $ 52,671  $ 47,688  $ 37,002  $ 57,518  $ 36,948 
Interest-bearing balances with other financial institutions 22,828  16,880  14,490  19,323  25,585 
Federal funds sold 261,353  42,686  19,072  67,554  43,193 
Total cash and cash equivalents 336,852  107,254  70,564  144,395  105,726 
Investment Securities:
Held to maturity, at amortized cost 364,029  375,115  382,447  386,618  393,320 
Available for sale, at fair value 404,745  258,493  260,477  255,227  207,936 
Equity securities available for sale, at fair value 437  436  428  446  427 
Loans held for sale 6,101  6,851  7,064  7,919  8,420 
Loans, net of unearned income 4,832,898  4,491,167  4,443,070  4,431,704  4,364,561 
Less: Allowance for credit losses (1)
(37,615) (35,838) (35,514) (35,562) (35,288)
Net loans 4,795,283  4,455,329  4,407,556  4,396,142  4,329,273 
Premises and equipment, net 47,732  40,328  38,806  33,765  34,344 
Operating lease right of use asset 15,026  9,402  7,699  7,390  7,925 
Finance lease right of use asset 2,458  2,503  2,548  2,593  2,638 
Cash surrender value of life insurance 94,770  51,351  51,521  53,135  53,298 
Restricted investment in bank stocks 7,110  6,660  7,461  10,589  13,930 
Accrued interest receivable 28,546  27,263  26,846  27,286  27,381 
Deferred income taxes 35,333  21,800  22,747  23,197  24,520 
Goodwill 135,473  128,160  128,160  128,160  127,031 
Core deposit and other intangibles, net 16,531  5,814  6,242  6,713  5,626 
Foreclosed assets held for sale 9,816  1,402  44  281  441 
Other assets 54,301  47,865  50,326  43,169  49,513 
Total Assets $ 6,354,543  $ 5,546,026  $ 5,470,936  $ 5,527,025  $ 5,391,749 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 857,072  $ 788,316  $ 759,169  $ 791,980  $ 766,014 
Interest-bearing transaction accounts 2,772,739  2,375,205  2,319,753  2,288,783  2,194,948 
Time 1,819,853  1,568,681  1,611,005  1,626,001  1,536,049 
Total Deposits 5,449,664  4,732,202  4,689,927  4,706,764  4,497,011 
Short-term borrowings —  25,000  2,000  114,097  200,000 
Long-term debt 23,374  23,489  23,603  23,716  23,827 
Subordinated debt and trust preferred securities 37,303  45,587  45,741  45,894  46,047 
Operating lease liability 15,342  9,765  8,092  7,778  8,344 
Accrued interest payable 13,421  12,900  13,484  18,995  18,139 
Other liabilities 39,731  29,150  33,071  36,722  38,695 
Total Liabilities 5,578,835  4,878,093  4,815,918  4,953,966  4,832,063 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized 23,419  19,803  19,797  17,061  17,051 
Additional paid-in capital 584,291  480,866  480,491  406,922  406,544 
Retained earnings 191,574  191,469  181,597  172,234  163,256 
Accumulated other comprehensive loss (11,756) (14,163) (16,825) (13,116) (17,123)
Treasury stock (11,820) (10,042) (10,042) (10,042) (10,042)
Total Shareholders’ Equity 775,708  667,933  655,018  573,059  559,686 
Total Liabilities and Shareholders' Equity $ 6,354,543  $ 5,546,026  $ 5,470,936  $ 5,527,025  $ 5,391,749 
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction
11


CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data) Jun. 30, 2025 Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
INTEREST INCOME
Loans, including fees $ 72,469  $ 66,537  $ 68,110  $ 68,080  $ 66,096 
Investment securities:
Taxable 4,637  4,460  4,223  4,136  4,143 
Tax-exempt 344  348  358  359  371 
Other interest-bearing balances 142  138  154  223  347 
Federal funds sold 2,428  261  467  1,043  282 
Total Interest Income 80,020  71,744  73,312  73,841  71,239 
INTEREST EXPENSE
Deposits 30,981  28,264  30,836  30,689  28,463 
Short-term borrowings 86  290  509  2,296  3,324 
Long-term and subordinated debt 747  681  687  687  686 
Total Interest Expense 31,814  29,235  32,032  33,672  32,473 
Net Interest Income 48,206  42,509  41,280  40,169  38,766 
Net provision for credit losses (1)
2,269  301  333  516  1,604 
Net Interest Income After Provision for Credit Losses 45,937  42,208  40,947  39,653  37,162 
NONINTEREST INCOME
Fiduciary and wealth management 1,406  1,140  1,215  1,204  1,129 
ATM debit card interchange 958  919  971  962  973 
Service charges on deposits 652  562  579  549  539 
Mortgage banking 676  591  656  768  628 
Mortgage hedging (7) (9) 11  (1) — 
Net gain on sales of SBA loans 63  57  15  151  74 
Earnings from cash surrender value of life insurance 491  274  280  276  301 
Other 1,904  1,705  2,422  1,269  1,685 
Total Noninterest Income 6,143  5,239  6,149  5,178  5,329 
NONINTEREST EXPENSE
Salaries and employee benefits 20,753  16,309  16,947  16,156  15,533 
Software licensing and utilization 3,272  2,574  2,606  2,366  2,208 
Occupancy, net 2,365  2,274  1,913  1,815  1,861 
Equipment 1,248  1,094  1,213  1,206  1,287 
Shares tax 606  919  405  824  124 
Legal and professional fees 993  826  1,006  1,613  689 
ATM/card processing 621  733  634  606  510 
Intangible amortization 744  428  471  460  425 
FDIC Assessment 994  990  843  1,150  1,232 
(Gain)/Loss on sale or write-down of foreclosed assets, net —  (28) 73  (35) 42 
Merger and acquisition 11,011  314  436  109  — 
Other 5,191  4,209  4,366  3,689  4,313 
Total Noninterest Expense 47,798  30,642  30,913  29,959  28,224 
INCOME BEFORE PROVISION FOR INCOME TAXES 4,282  16,805  16,183  14,872  14,267 
(Benefit)/Provision for income taxes (480) 3,063  2,951  2,571  2,496 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 4,762  $ 13,742  $ 13,232  $ 12,301  $ 11,771 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.22  $ 0.71  $ 0.72  $ 0.74  $ 0.71 
Diluted Earnings Per Common Share 0.22  0.71  0.72  0.74  0.71 
Cash Dividends Declared 0.20  0.20  0.20  0.20  0.20 
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction
12


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
June 30, 2025 March 31, 2025 June 30, 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 $ 23,271  $ 142  2.45  % $ 20,794  $ 138  2.69  % $ 35,618  $ 347  3.92  %
Investment Securities:
Taxable 584,919  4,570  3.13  569,800  4,309  3.07  533,748  3,701  2.79 
Tax-Exempt 67,186  344  2.05  69,780  348  2.02  74,425  371  2.00 
Total Securities 652,105  4,914  3.02  639,580  4,657  2.95  608,173  4,072  2.69 
Federal Funds Sold 236,037  2,428  4.13  23,754  261  4.46  19,432  282  5.84 
Loans, Net of Unearned Income 4,724,638  72,469  6.15  4,459,679  66,537  6.05  4,353,360  66,096  6.11 
Restricted Investment in Bank Stocks 6,945  67  3.87  7,101  151  8.62  16,066  442  11.07 
Total Earning Assets 5,642,996  80,020  5.69  5,150,908  71,744  5.65  5,032,649  71,239  5.69 
Cash and Due from Banks 50,376  39,916  39,053 
Other Assets 342,673  300,939  307,195 
Total Assets $ 6,036,045  $ 5,491,763  $ 5,378,897 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand $ 1,123,130  $ 4,954  1.77  % $ 1,051,325  $ 4,681  1.81  % $ 972,852  $ 4,477  1.85  %
Money Market 1,179,756  8,350  2.84  1,024,669  6,941  2.75  908,807  6,632  2.94 
Savings 307,634  70  0.09  260,965  54  0.08  281,560  52  0.07 
Time 1,735,427  17,607  4.07  1,591,769  16,588  4.23  1,510,079  17,302  4.61 
Total Interest-bearing Deposits 4,345,947  30,981  2.86  3,928,728  28,264  2.92  3,673,298  28,463  3.12 
Short term borrowings 7,418  86  4.65 24,892  290  4.72  241,713  3,324  5.53 
Long-term debt 23,417  252  4.32 23,533  257  4.43  23,870  262  4.41 
Subordinated debt and trust preferred securities 45,264  495  4.39 45,662  424  3.77  46,122  424  3.70 
Total Interest-bearing Liabilities 4,422,046  31,814  2.89 4,022,815  29,235  2.95  3,985,003  32,473  3.28 
Noninterest-bearing Demand 813,807  752,980  778,380 
Other Liabilities 129,701  55,004  61,839 
Shareholders' Equity 670,491  660,964  553,675 
Total Liabilities & Shareholders' Equity $ 6,036,045  $ 5,491,763  $ 5,378,897 
Net Interest Income $ 48,206  $ 42,509  $ 38,766 
Taxable Equivalent Adjustment (1)
245  242  253 
Net Interest Income (taxable equivalent basis) $ 48,451  $ 42,751  $ 39,019 
Total Yield on Earning Assets 5.69  % 5.65  % 5.69  %
Cost of funds 2.44  % 2.48  % 2.74  %
Rate on Supporting Liabilities 2.89  2.95  3.28 
Average Interest Spread 2.80  2.70  2.42 
Tax-Equivalent Net Interest Margin 3.44  3.37  3.12 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
(2)Annualized ratios
13


ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Allowance for Credit Losses on Loans:
Beginning balance $ 35,838  $ 35,514  $ 35,562  $ 35,288  $ 33,524 
Purchase credit deteriorated loans 343  —  —  —  — 
Loans Charged off
Commercial real estate (691) —  —  —  — 
Commercial and industrial (203) —  (407) (356) (56)
Construction —  —  —  —  — 
Residential mortgage —  —  —  —  (2)
Consumer (15) (15) (18) (8) (4)
Total loans charged off (909) (15) (425) (364) (62)
Recoveries of loans previously charged off
Commercial real estate — 
Commercial and industrial —  — 
Construction —  —  —  —  — 
Residential mortgage 83  29 
Consumer 11  15  11 
Total recoveries 98  18  17  17  44 
 Balance before provision 35,370  35,517  35,154  34,941  33,506 
Provision for credit losses - loans (1)
2,245  321  360  621  1,782 
Balance, end of quarter $ 37,615  $ 35,838  $ 35,514  $ 35,562  $ 35,288 
Nonperforming Assets
Total nonaccrual loans $ 18,216  $ 24,045  $ 22,610  $ 17,380  $ 9,999 
Foreclosed real estate 9,816  1,402  44  281  441 
Total nonperforming assets 28,032  25,447  22,654  17,661  10,440 
Accruing loans 90 days or more past due —  —  — 
Total risk elements $ 28,032  $ 25,450  $ 22,654  $ 17,662  $ 10,440 
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction
14


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) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Shareholders' Equity $ 775,708  $ 667,933  $ 655,018  $ 573,059  $ 559,686 
Less: Goodwill 135,473  128,160  128,160  128,160  127,031 
Less: Core Deposit and Other Intangibles 16,531  5,814  6,242  6,713  5,626 
Tangible Equity $ 623,704  $ 533,959  $ 520,616  $ 438,186  $ 427,029 
Common Shares Outstanding 22,915,194 19,362,094 19,355,797 16,620,174 16,580,595
Tangible Book Value per Share $ 27.22  $ 27.58  $ 26.90  $ 26.36  $ 25.75 
15


Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Net Income Available to Common Shareholders $ 4,762  $ 13,742  $ 13,232  $ 12,301  $ 11,771 
Less: BOLI Death Benefit Income 83  615  487 
Plus: Merger and Acquisition Expenses 11,011  314  436  109  — 
Plus: Compensation expense for accelerated vesting of stock options and restricted stock awards 2,043  —  —  —  — 
Less: Tax Effect of Non-Recurring Expenses 2,741  66  92  23  — 
Net Income Excluding Non-Recurring Income and Expenses $ 15,074  $ 13,907  $ 12,961  $ 12,383  $ 11,284 
Weighted Average Shares Outstanding 21,566,617 19,355,867 18,338,224 16,612,657 16,576,283
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses $ 0.70  $ 0.72  $ 0.71  $ 0.75  $ 0.68 

Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Jun. 30,
2024
Net income available to common shareholders $ 4,762  $ 13,742  $ 13,232  $ 12,301  $ 11,771 
Plus: Intangible amortization, net of tax 588  338  372  363  336 
5,350  14,080  13,604  12,664  12,107 
Average shareholders' equity 670,491  660,964  623,670  565,300  553,675 
Less: Average goodwill 130,824  128,160  128,160  127,773  127,031 
Less: Average core deposit and other intangibles 9,824  6,023  6,468  6,424  5,833 
Average tangible shareholders' equity $ 529,843  $ 526,781  $ 489,042  $ 431,103  $ 420,811 
Return on average tangible common equity(1)
4.05  % 10.84  % 11.07  % 11.69  % 11.57  %
(1) Annualized ratio
16


Core Efficiency Ratio
Three Months Ended
(Dollars in thousands) Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30, 2024 Jun. 30,
2024
Noninterest expense $ 47,798  $ 30,642  $ 30,913  $ 29,959  $ 28,224 
Less: Merger and acquisition expenses 11,011  314  436  109  — 
Less: Compensation expense for accelerated vesting of stock options and restricted stock awards 2,043  —  —  —  — 
Less: Intangible amortization 744  428  471  460  425 
Less: (Gain) Loss on sale or write-down of foreclosed assets, net —  (28) 73  (35) 42 
Efficiency ratio numerator 34,000  29,928  29,933  29,425  27,757 
Net interest income 48,206  42,509  41,280  40,169  38,766 
Noninterest income 6,143  5,239  6,149  5,178  5,329 
Less: BOLI Death Benefit 83  615  487 
Efficiency ratio denominator $ 54,348  $ 47,665  $ 46,814  $ 45,343  $ 43,608 
Core efficiency ratio 62.56  % 62.79  % 63.94  % 64.89  % 63.65  %
17