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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):  October 22, 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 October 22, 2025, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended September 30, 2025.  A copy of the Corporation’s press release dated October 22, 2025 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01    OTHER EVENTS

Dividend Declaration

On October 22, 2025, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.22 per common share payable on November 24, 2025 to shareholders of record as of November 10, 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: October 22, 2025
By: /s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer

EX-99.1 2 mpb-20250930xexx991.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 THIRD QUARTER EARNINGS
AND DECLARES 60TH CONSECUTIVE QUARTERLY DIVIDEND

October 22, 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 September 30, 2025, of $18.3 million, or $0.80 per basic and $0.79 per diluted common share, compared to net income of $4.8 million, or $0.22 per basic and diluted common share, for the second quarter of 2025, and exceeded the consensus analyst estimate of $0.71 per diluted common share for the third quarter of 2025.

Key Highlights of the Third Quarter of 2025:

•Net income available to common shareholders increased 48.7% to $18.3 million, or $0.80 per basic and $0.79 per diluted common share, for the third quarter of 2025, compared to net income of $12.3 million, or $0.74 per basic and diluted common share, for the third quarter of 2024. The increase in net income per diluted share was partially offset by the higher number of shares outstanding in 2025, which contributed to the lower year-over-year EPS growth rate. Net income for the nine months ended September 30, 2025 increased 1.6% to $36.8 million, or $1.73 per basic and $1.70 per diluted common share, compared to $36.2 million for the nine months ended September 30, 2024, or $2.18 per basic and diluted common share.

•Net interest margin increased to 3.60% for the quarter ended September 30, 2025, compared to 3.44% for the second quarter of 2025, and 3.13% for the third quarter of 2024. This represents a 16 and 47 basis point ("bp") increase compared to the second quarter of 2025 and third quarter of 2024, respectively. That expansion was accomplished by continued improvement in deposit cost of funds and loan yields over the last nine and twelve months.

•Loan balances declined by $11.8 million, or 1.0% (annualized), during the third quarter of 2025. Total loans increased $378.1 million, or 8.5%, to $4.8 billion at September 30, 2025, compared to $4.4 billion at December 31, 2024. Excluding the William Penn acquisition loans of $431.4 million, the organic loan portfolio as of September 30, 2025 declined $53.3 million or 1.2% from the year ended December 31, 2024. This decline was primarily due to elevated commercial real estate payoffs that outpaced new originations.

•Deposits decreased $106.9 million, or 7.8% (annualized), during the third quarter of 2025, compared to an increase of $717.5 million, or 60.8% (annualized), during the second quarter of 2025. This decrease was driven by a planned exit of approximately $175 million in brokered certificates of deposit to deploy excess liquidity, lower funding costs, and realize gains of $279 thousand on associated interest rate swaps. Additionally, there was a $20.7 million decrease in noninterest-bearing accounts, offset by an $85.3 million increase in interest-bearing transaction accounts. Total deposits increased $652.8 million or 13.9% to $5.3 billion at September 30, 2025, compared to $4.7 billion at December 31, 2024. Excluding the William Penn acquisition deposits of $619.8 million, organic deposit growth as of September 30, 2025 increased $33.0 million or 2.8%, annualized from the year ended December 31, 2024.

•The core efficiency ratio(1) improved to 58.80% in the third quarter of 2025, compared to 62.56% in the second quarter of 2025, and 64.89% in the third quarter of 2024.

1


•Book value per common share improved to $34.56 as of September 30, 2025, compared to $33.85 as of June 30, 2025, and $34.48 as of September 30, 2024. Tangible book value per common share (1) was $27.96 as of September 30, 2025, compared to $27.22 and $26.36 as of June 30, 2025 and September 30, 2024, respectively.

•On September 24, 2025, Mid Penn entered into an Agreement and Plan of Merger, by and between Mid Penn and 1st Colonial Bancorp, Inc., in a cash and stock deal valued at nearly $101 million. The deal is expected to close in the first or second quarter of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by 1st Colonial shareholders.

•On September 25, 2025, Mid Penn entered into an agreement to acquire Cumberland Advisors. Cumberland Advisors, a registered investment advisory firm, recorded a year-to-date annualized revenue of $9.0 million as of the quarter ended June 30, 2025, and is expected to bring approximately $3.3 billion new assets under management to the combined company. The deal is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

•As a result of the foregoing, the Board of Directors declared a cash dividend of $0.22 per common share, payable November 24, 2025, to shareholders of record as of November 10, 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:

"We are pleased to announce our third quarter results of operations to our shareholders.

Within a quarter that included the announcement of two planned acquisitions, we delivered solid GAAP earnings of $0.80 (per average outstanding share within the quarter), compared to consensus estimate of $0.71 per share, 3Q24 of $0.74 per share and 2Q25 of $0.22 per share.

Our success was driven by a confluence of factors. Through repricing of existing loans, disciplined pricing on new loans, accretion from acquired loans, and a marginal improvement in deposit cost of funds, our net interest margin expanded by 16 basis points within the quarter and is now up to 3.6%. There is still some progress needed to get back to our pre-inverted yield curve days but we have seen great progress over the last seven quarters.

Asset quality was spectacular within the quarter, continuing a trend that has been occurring for several years now. While net charge offs were less than $100,000 for the quarter, nonperforming assets were down slightly from 2Q25.

Annualized revenues for 3Q25 were $247.2 million, versus annualized revenues for 2Q25 of $217.2 million for an annualized increase of $30 million or 13.8%. Solid revenue expansion.

When excluding M&A costs incurred in 2Q25, noninterest expenses were basically flat between the two linked quarters, as evidenced by a 377 basis point decrease in our core efficiency ratio as it declined from 62.6% in 2Q25 to 58.8% in 3Q25.

Good revenue growth + good NIM expansion + flat operating expenses + solid asset quality = a great quarter of performance for Mid Penn, even while shifting some resources toward the announcement of two meaningful M&A transactions.

With all that in mind, I happily announce, on behalf of the Board of Directors, an increase to our quarterly dividend of 10% going up to $0.22 per common share for the 3rd quarter, payable November 24, 2025, to shareholders of record as of November 10, 2025." For the three months ended September 30, 2025, net interest income was $53.6 million, compared to net interest income of $48.2 million for the three months ended June 30, 2025, and $40.2 million for the three months ended September 30, 2024.


3


Net Interest Income
The tax-equivalent net interest margin for the three months ended September 30, 2025 was 3.60% compared to 3.44% and 3.13% for the second quarter of 2025 and third quarter of 2024, respectively, representing a 16 bp increase from the second quarter of 2025, and a 47 bp increase compared to the same period in 2024.
The yield on interest-earning assets increased to 5.81% for the quarter ended September 30, 2025, from 5.69% for the three months ended June 30, 2025, and 5.73% for the three months ended September 30, 2024. The increase from the second 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 nine months ended September 30, 2025, net interest income increased 25.1% to $144.3 million compared to net interest income of $115.4 million for the same period of 2024. The increase was primarily driven by a $17.9 million increase in interest income on loans, a $4.7 million increase in Federal Funds Sold, and a $9.7 million decrease in interest expense on short-term borrowings, partially offset by a $6.4 million increase in interest expense on deposits, compared to the same period of 2024.
Average Balances
Average balances for the year ended September 30, 2025 continue to be 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, $727.7 million, $619.8 million, and $630.2 million, respectively.
Average loans increased $79.5 million to $4.8 billion for the quarter ended September 30, 2025, compared to $4.7 billion for the quarter ended June 30, 2025, and increased $398.2 million compared to $4.4 billion for the quarter ended September 30, 2024.
Average deposits were $5.5 billion for the third quarter of 2025, reflecting an increase of $308.4 million, or 6.0%, compared to total average deposits of $5.2 billion in the second quarter of 2025, and an increase of $870.5 million, or 18.9%, compared to total average deposits of $4.6 billion for the third quarter of 2024. The average cost of deposits was 2.37% for the third quarter of 2025, representing a 2 bp decrease and a 31 bp decrease from the second quarter of 2025 and the third quarter of 2024, respectively.
Cost of funds decreased to 2.39%, compared to 2.44% for the second quarter of 2025. Despite a higher total interest expense, cost of funds improved during the quarter, primarily due to the growth in average noninterest-bearing and interest-bearing demand deposits.
Asset Quality
The total benefit for credit losses, including benefit for credit losses on off-balance sheet credit exposures, was $434.0 thousand for the three months ended September 30, 2025, a decrease of $2.7 million compared to the provision for credit losses of $2.3 million for the three months ended June 30, 2025, and a $950 thousand decrease compared to the provision for credit losses of $516 thousand for the three months ended September 30, 2024. The decrease in provision was primarily driven by lower loan balances as a result of an increase in observed prepayment speeds. Net charge offs for the three months ended September 30, 2025 were $91 thousand, or less than 0.002% of total average loans.
The provision for credit losses on loans was $2.4 million for the nine months ended September 30, 2025, an increase of $595 thousand compared to the provision for credit losses of $1.8 million for the nine months ended September 30, 2024. This increase for the nine months ended September 30, 2025 was primarily due to a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition, partially offset by lower loan balances as a result of an increase in observed prepayment speeds. The benefit for credit losses on off-balance sheet credit exposures was $247 thousand and $243 thousand for the three and nine months ended September 30, 2025, respectively.
Allowance for credit losses - loans was 0.77%, 0.78%, and 0.80% of loans, net of unearned income at September 30, 2025, June 30, 2025, and September 30, 2024, respectively.
Total nonperforming assets were $27.3 million at September 30, 2025, compared to nonperforming assets of $28.0 million and $17.7 million at June 30, 2025 and September 30, 2024, respectively. The decrease during the third quarter of 2025 primarily related to a decrease in commercial real estate non-accrual loans. Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.68% at September 30, 2025, compared to 0.58% and 0.61% as of June 30, 2025 and September 30, 2024, respectively.
4


Capital
Shareholders’ equity increased $141.3 million, or 21.6%, from $655.0 million as of December 31, 2024, to $796.3 million as of September 30, 2025. Retained earnings increased $13.7 million, or 7.2%, from $191.6 million as of June 30, 2025 to $205.3 million as of September 30, 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 September 30, 2025. Additionally, Mid Penn declared $4.6 million in dividends during the third 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 nine months ended September 30, 2025, Mid Penn repurchased 70,669 shares of common stock at an average price of $28.45. As of September 30, 2025, Mid Penn repurchased a total of 511,391 shares of common stock at an average price of $23.57 per share under the Program. The Program had approximately $2.9 million remaining available for repurchase as of September 30, 2025.
Noninterest Income
For the three months ended September 30, 2025, noninterest income totaled $8.2 million, an increase of $2.0 million, or 33.2%, compared to noninterest income of $6.1 million for the second quarter of 2025. The increase is primarily due to a $337 thousand increase in mortgage banking, a $114 thousand increase in earnings from the cash surrender value of life insurance, and a $1.6 million increase in other noninterest income, driven by $534 thousand in recoveries on loans previously acquired in business combinations. These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date. This increase also includes $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, and $279 thousand in swap cancellation gains tied to eliminated brokered deposits.
For the nine months ended September 30, 2025, noninterest income totaled $19.6 million, an increase of $3.2 million, or 19.7%, compared to noninterest income of $16.3 million for the nine months ended September 30, 2024. The increase in noninterest income is primarily driven by a $509 thousand increase in earnings from the cash surrender value of life insurance, a $460 thousand increase in mortgage banking, a $421 thousand increase in fiduciary and wealth management, and a $1.7 million increase in other noninterest income, driven by $534 thousand in recoveries on loans previously acquired in business combinations. These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date. This increase also includes a $420 thousand gain on the closing of an investment of a reinsurance entity acquired from another institution, and $279 thousand in swap cancellation gains tied to eliminated brokered deposits.
Noninterest Expense
For the three months ended September 30, 2025, noninterest expense totaled $38.0 million, a decrease of $9.8 million, or 20.54%, compared to noninterest expense of $47.8 million in the second quarter of 2025.

Merger and acquisition expenses decreased $10.8 million, primarily reflecting the absence of $11.2 million of merger related expenses related to the William Penn acquisition and $164 thousand related to the Charis Insurance Group acquisition, both of which closed in the second quarter of 2025.
For the nine months ended September 30, 2025, noninterest expense totaled $116.4 million, an increase of $29.7 million, or 34.3%, compared to noninterest expense of $86.7 million for the nine months ended September 30, 2024.
Merger and acquisition expenses increased $11.4 million for the nine months ended September 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 $10.9 million for the nine months ended September 30, 2025, compared to the same period in 2024, The increase is attributable to (i) equity-based compensation expense for stock options and restricted stock awards totaling $2.8 million that were recognized in the nine months ended September 30, 2025; (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.
5


Software licensing and utilization costs increased $2.5 million for the nine months ended September 30, 2025, compared to the same period in 2024. 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.
Occupancy expenses increased $1.6 million for the nine months ended September 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 58.8% in the third quarter of 2025, compared to 62.6% in the second quarter of 2025 and 64.9% in the third quarter of 2024. The improvement in the core efficiency ratio during the third quarter of 2025 compared to the second quarter of 2025 was the result of higher net interest income, higher noninterest income and 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.


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.


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 respective merger agreement between Mid Penn and 1st Colonial or Cumberland Advisors; the outcome of any legal proceedings that may be instituted against Mid Penn or 1st Colonial; delays in completing the transactions; the failure to obtain necessary regulatory approvals for the 1st Colonial acquisition (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain 1st Colonial shareholder approval or to satisfy any of the other conditions to the 1st Colonial or Cumberland Advisors transaction on a timely basis or at all; 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 the 1st Colonial or Cumberland Advisors transaction; the ability to complete the integration of Mid Penn and its targets successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with the 1st Colonial or Cumberland Advisors transaction; and other factors that may affect the future results of Mid Penn, 1st Colonial or Cumberland Advisors.
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) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Ending Balances:
Investment securities $ 781,888  $ 769,211  $ 634,044  $ 643,352  $ 642,291 
Loans, net of unearned income 4,821,134  4,832,898  4,491,167  4,443,070  4,431,704 
Total assets 6,267,349  6,354,543  5,546,026  5,470,936  5,527,025 
Total deposits 5,342,720  5,449,664  4,732,202  4,689,927  4,706,764 
Shareholders' equity 796,323  775,708  667,933  655,018  573,059 
Average Balances:
Investment securities 782,020  652,105  639,580  633,409  610,586 
Loans, net of unearned income 4,804,163  4,724,638  4,459,679  4,441,436  4,405,969 
Total assets 6,385,751  6,036,045  5,491,763  5,481,473  5,470,641 
Total deposits 5,468,144  5,159,754  4,681,708  4,687,880  4,597,686 
Shareholders' equity 783,547  670,491  660,964  623,670  565,300 
Three Months Ended
Income Statement: Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Net interest income $ 53,629  $ 48,206  $ 42,509  $ 41,280  $ 40,169 
(Benefit)/provision for credit losses (4)
(434) 2,269  301  333  516 
Noninterest income 8,183  6,143  5,239  6,149  5,178 
Noninterest expense 37,982  47,798  30,642  30,913  29,959 
Income before provision for income taxes 24,264  4,282  16,805  16,183  14,872 
Provision/(benefit) for income taxes 5,967  (480) 3,063  2,951  2,571 
Net income available to shareholders 18,297  4,762  13,742  13,232  12,301 
Net income excluding non-recurring income and expenses (1)
17,772  15,074  13,907  12,961  12,383 
Per Share:
Basic earnings per common share $ 0.80  $ 0.22  $ 0.71  $ 0.72  $ 0.74 
Diluted earnings per common share 0.79  0.22  0.71  0.72  0.74 
Cash dividends declared 0.22  0.20  0.20  0.20  0.20 
Book value per common share 34.56  33.85  34.50  33.84  34.48 
Tangible book value per common share (1)
27.96  27.22  27.58  26.90  26.36 
Asset Quality:
  Net charge-offs/(recoveries) to average loans (3)
0.008 % 0.069 % (0.0003 %) 0.037 % 0.031 %
Non-performing loans to total loans 0.37 0.38 0.54 0.51 0.39
Non-performing asset to total loans and other real estate 0.57 0.58 0.57 0.51 0.40
Non-performing asset to total assets 0.44 0.44 0.46 0.41 0.32
ACL on loans to total loans 0.77 0.78 0.80 0.80 0.80
ACL on loans to nonperforming loans 207.92 206.49 149.05 157.07 204.61
Profitability:
Return on average assets (3)
1.14 % 0.32 % 1.01 % 0.96 % 0.89 %
Return on average equity (3)
9.26 2.85 8.43 8.44 8.66
  Return on average tangible common equity (1) (3)
11.95 4.05 10.84 11.07 11.69
Tax-equivalent net interest margin 3.60 3.44 3.37 3.21 3.13
Core Efficiency ratio (1)
58.80 62.56 62.79 63.94 64.89
8


Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
10.4 % 10.6 % 10.2 % 10.0 % 8.4 %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
13.9 12.8 12.0 12.1 10.1
Tier 1 Capital (to Risk Weighted Assets) (2)
13.9 12.8 12.0 12.1 10.1
Total Capital (to Risk Weighted Assets) (2)
15.5 14.4 13.8 14.0 11.9
(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 September 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 on April 30, 2025.
9


CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data) Sep. 30, 2025 Jun. 30, 2025 Mar. 31, 2025 Dec. 31, 2024 Sep. 30, 2024
ASSETS
Cash and due from banks $ 18,013  $ 52,671  $ 47,688  $ 37,002  $ 57,518 
Interest-bearing balances with other financial institutions 24,736  22,828  16,880  14,490  19,323 
Federal funds sold 214,420  261,353  42,686  19,072  67,554 
Total cash and cash equivalents 257,169  336,852  107,254  70,564  144,395 
Investment Securities:
Held to maturity, at amortized cost 354,094  364,029  375,115  382,447  386,618 
Available for sale, at fair value 427,352  404,745  258,493  260,477  255,227 
Equity securities available for sale, at fair value 442  437  436  428  446 
Loans held for sale 6,085  6,101  6,851  7,064  7,919 
Loans, net of unearned income 4,821,134  4,832,898  4,491,167  4,443,070  4,431,704 
Less: Allowance for credit losses (37,337) (37,615) (35,838) (35,514) (35,562)
Net loans 4,783,797  4,795,283  4,455,329  4,407,556  4,396,142 
Premises and equipment, net 48,491  47,732  40,328  38,806  33,765 
Operating lease right of use asset 15,700  15,026  9,402  7,699  7,390 
Finance lease right of use asset 2,413  2,458  2,503  2,548  2,593 
Cash surrender value of life insurance 95,015  94,770  51,351  51,521  53,135 
Restricted investment in bank stocks 6,737  7,110  6,660  7,461  10,589 
Accrued interest receivable 29,705  28,546  27,263  26,846  27,286 
Deferred income taxes 27,475  35,333  21,800  22,747  23,197 
Goodwill 136,620  135,473  128,160  128,160  128,160 
Core deposit and other intangibles, net 15,586  16,531  5,814  6,242  6,713 
Foreclosed assets held for sale 9,346  9,816  1,402  44  281 
Other assets 51,322  54,301  47,865  50,326  43,169 
Total Assets $ 6,267,349  $ 6,354,543  $ 5,546,026  $ 5,470,936  $ 5,527,025 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 836,374  $ 857,072  $ 788,316  $ 759,169  $ 791,980 
Interest-bearing transaction accounts 2,858,082  2,772,739  2,375,205  2,319,753  2,288,783 
Time 1,648,264  1,819,853  1,568,681  1,611,005  1,626,001 
Total Deposits 5,342,720  5,449,664  4,732,202  4,689,927  4,706,764 
Short-term borrowings —  —  25,000  2,000  114,097 
Long-term debt 23,258  23,374  23,489  23,603  23,716 
Subordinated debt and trust preferred securities 37,149  37,303  45,587  45,741  45,894 
Operating lease liability 15,973  15,342  9,765  8,092  7,778 
Accrued interest payable 16,460  13,421  12,900  13,484  18,995 
Other liabilities 35,466  39,731  29,150  33,071  36,722 
Total Liabilities 5,471,026  5,578,835  4,878,093  4,815,918  4,953,966 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized 23,551  23,419  19,803  19,797  17,061 
Additional paid-in capital 588,405  584,291  480,866  480,491  406,922 
Retained earnings 205,320  191,574  191,469  181,597  172,234 
Accumulated other comprehensive loss (8,907) (11,756) (14,163) (16,825) (13,116)
Treasury stock (12,046) (11,820) (10,042) (10,042) (10,042)
Total Shareholders’ Equity 796,323  775,708  667,933  655,018  573,059 
Total Liabilities and Shareholders' Equity $ 6,267,349  $ 6,354,543  $ 5,546,026  $ 5,470,936  $ 5,527,025 

10


CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data) Sep. 30, 2025 Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
INTEREST INCOME
Loans, including fees $ 76,262  $ 72,469  $ 66,537  $ 68,110  $ 68,080 
Investment securities:
Taxable 6,614  4,637  4,460  4,223  4,136 
Tax-exempt 331  344  348  358  359 
Other interest-bearing balances 196  142  138  154  223 
Federal funds sold 3,463  2,428  261  467  1,043 
Total Interest Income 86,866  80,020  71,744  73,312  73,841 
INTEREST EXPENSE
Deposits 32,631  30,981  28,264  30,836  30,689 
Short-term borrowings —  86  290  509  2,296 
Long-term and subordinated debt 606  747  681  687  687 
Total Interest Expense 33,237  31,814  29,235  32,032  33,672 
Net Interest Income 53,629  48,206  42,509  41,280  40,169 
Net (benefit)/provision for credit losses (1)
(434) 2,269  301  333  516 
Net Interest Income After Provision for Credit Losses 54,063  45,937  42,208  40,947  39,653 
NONINTEREST INCOME
Fiduciary and wealth management 1,340  1,406  1,140  1,215  1,204 
ATM debit card interchange 1,019  958  919  971  962 
Service charges on deposits 647  652  562  579  549 
Mortgage banking 1,013  676  591  656  768 
Mortgage hedging 50  (7) (9) 11  (1)
Net gain on sales of SBA loans —  63  57  15  151 
Earnings from cash surrender value of life insurance 605  491  274  280  276 
Other 3,509  1,904  1,705  2,422  1,269 
Total Noninterest Income 8,183  6,143  5,239  6,149  5,178 
NONINTEREST EXPENSE
Salaries and employee benefits 20,941  20,753  16,309  16,947  16,156 
Software licensing and utilization 3,310  3,272  2,574  2,606  2,366 
Occupancy, net 2,642  2,365  2,274  1,913  1,815 
Equipment 1,248  1,248  1,094  1,213  1,206 
Shares tax 1,006  606  919  405  824 
Legal and professional fees 1,070  993  826  1,006  1,613 
ATM/card processing 557  621  733  634  606 
Intangible amortization 944  744  428  471  460 
FDIC Assessment 422  994  990  843  1,150 
Loss/(gain) on sale or write-down of foreclosed assets, net 471  —  (28) 73  (35)
Merger and acquisition 233  11,011  314  436  109 
Other 5,138  5,191  4,209  4,366  3,689 
Total Noninterest Expense 37,982  47,798  30,642  30,913  29,959 
INCOME BEFORE PROVISION FOR INCOME TAXES 24,264  4,282  16,805  16,183  14,872 
Provision/(benefit) for income taxes 5,967  (480) 3,063  2,951  2,571 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 18,297  $ 4,762  $ 13,742  $ 13,232  $ 12,301 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.80  $ 0.22  $ 0.71  $ 0.72  $ 0.74 
Diluted Earnings Per Common Share 0.79  0.22  0.71  0.72  0.74 
Cash Dividends Declared 0.22  0.20  0.20  0.20  0.20 
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction on April 30, 2025.
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
September 30, 2025 June 30, 2025 September 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 $ 26,950  $ 196  2.89 % $ 23,271  $ 142  2.45 % $ 25,123  $ 223  3.53 %
Investment Securities:
Taxable 716,356  6,502  3.60 584,919  4,570  3.13 537,257  3,682  2.73
Tax-Exempt 65,664  331  2.00 67,186  344  2.05 73,329  359  1.95
Total Securities 782,020  6,833  3.47 652,105  4,914  3.02 610,586  4,041  2.63
Federal Funds Sold 310,525  3,463  4.42 236,037  2,428  4.13 75,683  1,043  5.48
Loans, Net of Unearned Income 4,804,163  76,262  6.30 4,724,638  72,469  6.15 4,405,969  68,080  6.15
Restricted Investment in Bank Stocks 7,143  112  6.22 6,945  67  3.87 13,252  454  13.63
Total Earning Assets 5,930,801  86,866  5.81 5,642,996  80,020  5.69 5,130,613  73,841  5.73
Cash and Due from Banks 49,582  50,376  44,052 
Other Assets 405,368  342,673  295,976 
Total Assets $ 6,385,751  $ 6,036,045  $ 5,470,641 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand $ 1,268,802  $ 5,736  1.79 % $ 1,123,130  $ 4,954  1.77 % $ 1,066,878  $ 5,291  1.97 %
Money Market 1,237,556  9,046  2.90 1,179,756  8,350  2.84 921,054  7,060  3.05
Savings 333,545  64  0.08 307,634  70  0.09 272,186  63  0.09
Time 1,775,539  17,785  3.97 1,735,427  17,607  4.07 1,561,633  18,275  4.66
Total Interest-bearing Deposits 4,615,442  32,631  2.80 4,345,947  30,981  2.86 3,821,751  30,689  3.19
Short term borrowings —  0.00 7,418  86  4.65  169,754  2,296  5.38
Long-term debt 23,302  264  4.49 23,417  252  4.32 23,757  264  4.42
Subordinated debt and trust preferred securities 37,224  342  3.65 45,264  495  4.39 45,969  423  3.66
Total Interest-bearing Liabilities 4,675,969  33,237  2.82 4,422,046  31,814  2.89 4,061,231  33,672  3.30
Noninterest-bearing Demand 852,702  813,807  775,935 
Other Liabilities 73,533  129,701  68,175 
Shareholders' Equity 783,547  670,491  565,300 
Total Liabilities & Shareholders' Equity $ 6,385,751  $ 6,036,045  $ 5,470,641 
Net Interest Income $ 53,629  $ 48,206  $ 40,169 
Taxable Equivalent Adjustment (1)
245  245  252 
Net Interest Income (taxable equivalent basis) $ 53,874  $ 48,451  $ 40,421 
Total Yield on Earning Assets 5.81 % 5.69 % 5.73 %
Cost of funds 2.39 % 2.44 % 2.77 %
Rate on Supporting Liabilities 2.82 2.89 3.30
Average Interest Spread 2.99 2.80 2.43
Tax-Equivalent Net Interest Margin 3.60 3.44 3.13
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
(2)Annualized ratios
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ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Allowance for Credit Losses on Loans:
Beginning balance $ 37,615  $ 35,838  $ 35,514  $ 35,562  $ 35,288 
Purchase credit deteriorated loans —  343  —  —  — 
Loans Charged off
Commercial real estate —  (691) —  —  — 
Commercial and industrial (91) (203) —  (407) (356)
Construction —  —  —  —  — 
Residential mortgage —  —  —  —  — 
Consumer (40) (15) (15) (18) (8)
Total loans charged off (131) (909) (15) (425) (364)
Recoveries of loans previously charged off
Commercial real estate — 
Commercial and industrial —  — 
Construction —  —  —  —  — 
Residential mortgage 83 
Consumer 28  11  15 
Total recoveries 40  98  18  17  17 
 Balance before provision 37,524  35,370  35,517  35,154  34,941 
(Benefit)/provision for credit losses - loans (1)
(187) 2,245  321  360  621 
Balance, end of quarter $ 37,337  $ 37,615  $ 35,838  $ 35,514  $ 35,562 
Nonperforming Assets
Total nonaccrual loans $ 17,957  $ 18,216  $ 24,045  $ 22,610  $ 17,380 
Foreclosed real estate 9,346  9,816  1,402  44  281 
Total nonperforming assets 27,303  28,032  25,447  22,654  17,661 
Accruing loans 90 days or more past due 160  —  — 
Total risk elements $ 27,463  $ 28,032  $ 25,450  $ 22,654  $ 17,662 
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn transaction on April 30, 2025.
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) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Shareholders' Equity $ 796,323  $ 775,708  $ 667,933  $ 655,018  $ 573,059 
Less: Goodwill 136,620  135,473  128,160  128,160  128,160 
Less: Core Deposit and Other Intangibles 15,586  16,531  5,814  6,242  6,713 
Tangible Equity $ 644,117  $ 623,704  $ 533,959  $ 520,616  $ 438,186 
Common Shares Outstanding 23,039,223 22,915,194 19,362,094 19,355,797 16,620,174
Tangible Book Value per Share $ 27.96  $ 27.22  $ 27.58  $ 26.90  $ 26.36 
14


Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Net Income Available to Common Shareholders $ 18,297  $ 4,762  $ 13,742  $ 13,232  $ 12,301 
Less: BOLI Death Benefit Income 71  83  615 
Less: Recoveries on loans previously acquired in business combinations (1)
534  —  —  —  — 
Less: Swap cancellation gain 279  —  —  —  — 
Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution 420  —  —  —  — 
Plus: Merger and Acquisition Expenses 233  11,011  314  436  109 
Plus: Compensation expense for accelerated vesting of stock options and restricted stock awards 753  2,043  —  —  — 
Less: Tax Effect of Non-Recurring Expenses 207  2,741  66  92  23 
Net Income Excluding Non-Recurring Income and Expenses $ 17,772  $ 15,074  $ 13,907  $ 12,961  $ 12,383 
Weighted Average Shares Outstanding 23,005,504 21,566,617 19,355,867 18,338,224 16,612,657
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses $ 0.77  $ 0.70  $ 0.72  $ 0.71  $ 0.75 
(1) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.

Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31,
2024
Sep. 30,
2024
Net income available to common shareholders $ 18,297  $ 4,762  $ 13,742  $ 13,232  $ 12,301 
Plus: Intangible amortization, net of tax 746  588  338  372  363 
19,043  5,350  14,080  13,604  12,664 
Average shareholders' equity 783,547  670,491  660,964  623,670  565,300 
Less: Average goodwill 135,486  130,824  128,160  128,160  127,773 
Less: Average core deposit and other intangibles 16,003  9,824  6,023  6,468  6,424 
Average tangible shareholders' equity $ 632,058  $ 529,843  $ 526,781  $ 489,042  $ 431,103 
Return on average tangible common equity(1)
11.95 % 4.05 % 10.84 % 11.07 % 11.69 %
(1) Annualized ratio
15


Core Efficiency Ratio
Three Months Ended
(Dollars in thousands) Sep. 30,
2025
Jun. 30,
2025
Mar. 31,
2025
Dec. 31, 2024 Sep. 30,
2024
Noninterest expense $ 37,982  $ 47,798  $ 30,642  $ 30,913  $ 29,959 
Less: Merger and acquisition expenses 233  11,011  314  436  109 
Less: Compensation expense for accelerated vesting of stock options and restricted stock awards 753  2,043  —  —  — 
Less: Intangible amortization 944  744  428  471  460 
Less: Loss/(gain) on sale or write-down of foreclosed assets, net 471  —  (28) 73  (35)
Efficiency ratio numerator 35,581  34,000  29,928  29,933  29,425 
Net interest income 53,629  48,206  42,509  41,280  40,169 
Noninterest income 8,183  6,143  5,239  6,149  5,178 
Less: BOLI Death Benefit 71  83  615 
Less: Recoveries on loans previously acquired in business combinations (1)
534  —  —  —  — 
Less: Swap cancellation gain 279  —  —  —  — 
Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution 420  —  —  —  — 
Efficiency ratio denominator $ 60,508  $ 54,348  $ 47,665  $ 46,814  $ 45,343 
Core efficiency ratio 58.80 % 62.56 % 62.79 % 63.94 % 64.89 %
(1) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.
16