MID PENN BANCORP INC (MPB)

CIK: 0000879635. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-12.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=879635. Latest filing source: 0000879635-26-000026.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000879635.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000879635.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000879635-26-000035.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management Discussion relates to the Corporation, a financial holding company incorporated in the Commonwealth of Pennsylvania, and its wholly-owned subsidiaries, and should be read in conjunction with the consolidated financial statements and other financial information presented in this report and our Annual Report on Form 10-K for the year ended December 31, 2025.

Caution About Forward-Looking Statements

Forward-looking statements involve risks, uncertainties and assumptions. Although Mid Penn generally does not make forward-looking statements unless Mid Penn’s management believes its management has a reasonable basis for doing so, Mid Penn cannot guarantee the accuracy of any forward-looking statements. Actual results may differ materially from those expressed in any forward-looking statements due to a number of uncertainties and risks, including the risks described in this Quarterly Report on Form 10-Q, the 2025 Annual Report, and other unforeseen risks. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on Mid Penn’s website or otherwise, and Mid Penn undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Certain of the matters discussed in this document or in documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Exchange Act. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” or words or phrases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

•Mid Penn’s ability to efficiently integrate recent acquisitions into its business and operations, which may take longer than anticipated or be more costly than anticipated or result in unanticipated disruptions to existing operations;

•the possibility that anticipated benefits of recent acquisitions, including cost savings and other synergies, may take longer to be realized or may not fully be achieved, and that attrition in client, partner or other relationships may be greater than expected;

•the effects of future economic conditions on Mid Penn, the Bank, our nonbank subsidiaries, and our markets and customers;

•governmental monetary and fiscal policies, as well as legislative and regulatory changes;

•future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government;

•business or economic disruptions arising from public health events or other external disruptions;

•the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, the value of investment securities, and interest rate protection agreements;

•the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

•an increase in the Pennsylvania Bank Shares Tax to which the Bank’s capital stock is currently subject, or imposition of any additional taxes on the capital stock of Mid Penn or the Bank;

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MID PENN BANCORP, INC.

•impacts of the capital and liquidity requirements imposed by bank regulatory agencies;

•the effect of changes in accounting policies and practices, including the adoption or interpretation of new accounting standards, as may be adopted by regulatory agencies, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, the SEC, and other accounting and reporting rule making authorities;

•the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

•changes in technology;

•our ability to successfully expand our franchise, including through acquisitions or establishing new offices at favorable prices;

•potential goodwill impairment charges, or future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;

•our ability to attract and retain qualified management and personnel;

•results of regulatory examination and supervision processes;

•the failure of assumptions underlying the establishment of reserves for loan and lease losses, the assessment of potential impairment of investment securities, and estimations of values of collateral and various financial assets and liabilities;

•our ability to maintain compliance with the listing rules of The NASDAQ Stock Market;

•our ability to maintain the value and image of our brand and protect our intellectual property rights;

•volatility in the securities markets;

•disruptions due to flooding, severe weather, or other natural disasters or acts of God;

•acts of war, terrorism, or global military conflict;

•supply chain disruption;

•the risk factors described in Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings with the SEC.

The above list of factors that may affect future performance is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with this understanding of inherent uncertainty.

Overview

Mid Penn is a financial holding company incorporated in August 1991 in the Commonwealth of Pennsylvania.

Mid Penn generates the majority of its revenues through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is calculated on a fully taxable-equivalent basis ("FTE") as net interest income as a percentage of average interest-earning assets. Mid Penn also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses, non-interest expenses and income taxes.

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The following table presents a summary of Mid Penn's earnings and selected performance ratios:

Three Months Ended March 31,

(Dollars in thousands)

2026

2025

Net Income

$

8,706 

$

13,742 

Diluted EPS

$

0.36 

$

0.71 

Dividends declared

$

0.22 

$

0.20 

Return on average assets (2)

0.55 

%

1.01 

%

Return on average equity (2)

4.18 

%

8.43 

%

Net interest margin (1)(2)

3.80 

%

3.37 

%

Nonperforming assets to total assets

0.55 

%

0.46 

%

Net charge-offs/(recoveries) to average loans (annualized)

0.084 

%

(0.0003)

%

(1) Presented on a FTE basis using a 21% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income" section.

(2) Annualized ratios

On February 27, 2026, Mid Penn completed the acquisition of 1st Colonial Bancorp, Inc. ("1st Colonial"), which added total assets of $842.5 million, comprised primarily of $597.5 million of loans. Additionally, on January 1, 2026, Mid Penn completed the acquisition of Cumberland Advisors, Inc. ("Cumberland Advisors"), a registered investment advisory firm, which had approximately $3.2 billion in assets under management, further expanding the Company's wealth management capabilities and fee-based revenue.

On April 30, 2025, Mid Penn completed the William Penn acquisition, which added total assets of $726.5 million, including $405.3 million of loans. This transaction included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey. Mid Penn issued 3,506,795 shares of Mid Penn common stock as consideration for the $103.2 million purchase price. The Corporation also granted replacement awards for 538,447 stock options, with a fair value of $3.1 million to continuing employees of William Penn.

Summary of Financial Results

•Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the three months ended March 31, 2026 was $8.7 million, or $0.36 per basic and diluted common share, compared to earnings of $13.7 million, or $0.71 per both basic and diluted common share for the three months ended March 31, 2025.

•Net Interest Income

◦Net Interest Margin - For the first quarter of 2026, Mid Penn’s net interest margin was 3.80% versus 3.37% for the same period of 2025. The yield on interest-earning assets for the first quarter of 2026 increased 10 basis points from the same period of 2025. The rate on interest-bearing liabilities decreased 43 basis points from the same period of 2025. The increase, compared to the first quarter of 2025, was driven by higher loan and investment securities yields and a reduction in the cost of funds.

◦Loan Growth - Total loans, net of unearned income, as of March 31, 2026 were $5.5 billion compared to $4.9 billion as of December 31, 2025, an increase of $647.1 million, or 13.3%. The growth was primarily driven by the acquisition of 1st Colonial, which contributed to an increase in residential mortgages of $341.1 million, an increase in commercial real estate loans of $245.7 million, an increase in construction loans of $57.7 million, and an increase in commercial and industrial loans of $4.9 million.

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◦Deposit Growth - Total deposits increased $756.3 million, or 14.5%, from $5.2 billion at December 31, 2025, to $6.0 billion at March 31, 2026. The growth was primarily driven by the acquisition of 1st Colonial, which contributed to an increase of $528.3 million in interest-bearing transaction accounts, an increase of $128.5 million in time deposits, and a $99.5 million increase in non-interest bearing accounts.

•Asset Quality - ACL as of March 31, 2026 was $41.1 million, or 0.75% of total loans, as compared to $36.1 million, or 0.74% of total loans as of December 31, 2025. This increase includes the initia

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-12. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this document or in documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Exchange Act. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, and expected operating results, including after giving effect to the Merger, and the assumptions upon which those statements are based. Forward looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” or words or phrases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

•Mid Penn’s ability to efficiently integrate acquisitions, including the Merger, into its business and operations, which may take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Mid Penn’s existing business and operations;

•the possibility that the anticipated benefits of the Merger, including anticipated cost savings and other synergies of the Merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Merger may be greater than expected;

•the effects of future economic conditions on Mid Penn, the Bank, our nonbank subsidiaries, and our markets and customers;

•governmental monetary and fiscal policies, as well as legislative and regulatory changes;

•future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government;

•business or economic disruption from national or global epidemic or pandemic events;

•the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, the value of investment securities, and interest rate protection agreements;

•the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

•an increase in the Pennsylvania Bank Shares Tax to which the Bank’s capital stock is currently subject, or imposition of any additional taxes on the capital stock of Mid Penn or the Bank;

•impacts of the capital and liquidity requirements imposed by bank regulatory agencies;

•the effect of changes in accounting policies and practices, as may be adopted by regulatory agencies, as well as the Public Company Accounting Oversight Board, Financial Accounting Standards Board, the SEC, and other accounting and reporting rule making authorities;

•the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

•changes in technology;

•our ability to implement business strategies, including our acquisition strategy;

•our ability to successfully expand our franchise, including through acquisitions or establishing new offices at favorable prices;

•our ability to successfully integrate any banks, companies, offices, assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames;

•potential goodwill impairment charges, or future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;

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MID PENN BANCORP, INC.

Management’s Discussion and Analysis

•our ability to attract and retain qualified management and personnel;

•results of regulatory examination and supervision processes;

•the failure of assumptions underlying the establishment of reserves for loan and lease losses, the assessment of potential impairment of investment securities, and estimations of values of collateral and various financial assets and liabilities;

•our ability to maintain compliance with the listing rules of The NASDAQ Stock Market;

•our ability to maintain the value and image of our brand and protect our intellectual property rights;

•volatility in the securities markets;

•disruptions due to flooding, severe weather, or other natural disasters or acts of God;

•acts of war, terrorism, or global military conflict;

•supply chain disruption; and

•the risk factors described in Item 1A of this Annual Report.

All written or oral forward-looking statements attributable to Mid Penn are expressly qualified in their entirety by these cautionary factors.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of Mid Penn’s Consolidated Financial Statements from the view of management and should be read in conjunction with the Consolidated Financial Statements of the Corporation and Notes thereto and other detailed information appearing elsewhere in this Annual Report on Form 10-K.

The comparability of the results of operations for the year ended 2025 compared to 2024 and 2023, in general, has been materially impacted by the William Penn Acquisition, which closed on April 30, 2025.

Mid Penn is not aware of any current trends, events, uncertainties or any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on Mid Penn’s or the Bank’s liquidity, capital resources, or operations.

Executive Overview

Mid Penn is a financial holding company incorporated in August 1991 in the Commonwealth of Pennsylvania.

Mid Penn generates the majority of its revenues through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is fully taxable-equivalent basis ("FTE") net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses, noninterest expenses and income taxes.

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MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table presents a summary of the Corporation's earnings and selected performance ratios:

December 31,

(Dollars in thousands)

2025

2024

2023

Net Income

$

56,248 

$

49,437 

$

37,397 

Diluted EPS

$

2.55 

$

2.90 

$

2.29 

Dividends Declared

$

0.84 

$

0.80 

$

0.80 

Return on average assets

0.93 

%

0.91 

%

0.77 

%

Return on average equity

7.70 

%

8.61 

%

7.16 

%

Net interest margin (1)

3.56 

%

3.11 

%

3.26 

%

Nonperforming assets to total assets

0.50 

%

0.41 

%

0.27 

%

Net charge-off to average loans

0.029 

%

0.019 

%

0.009 

%

(1)    Presented on a FTE basis using a 21% Federal tax rate and statutory interest expense disallowances. See also the "Net Interest Income"

On April 30, 2025, Mid Penn completed the William Penn Acquisition, which added total assets of $726.5 million, including $405.3 million of loans and included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey. Mid Penn issued 3,506,795 shares of Mid Penn common stock as consideration for the $103.2 million purchase price. The Corporation also granted replacement awards for 538,447 stock options, with a fair value of $3.1 million to continuing employees of William Penn.

During the second quarter of 2023, Mid Penn completed the Brunswick Acquisition, which added total assets of $390.7 million comprised primarily of $324.5 million of loans. This transaction resulted in the addition of 5 branches in central New Jersey. Mid Penn issued 849,510 shares of its common stock, as well as a net cash payment to Brunswick shareholders of $27.6 million, for total consideration of $45.7 million for all outstanding stock and the cancellation of options of Brunswick.

Summary of Financial Results

•Net Income Per Share - Mid Penn’s net income available to common shareholders ("earnings") for the year ended December 31, 2025 was $56.2 million or $2.59 per basic and $2.55 per diluted common share, compared to earnings of $49.4 million or $2.90 per basic and diluted common share for the year ended December 31, 2024. The increase in net income was partially offset by a higher weighted-average number of shares outstanding in 2025, which contributed to a lower diluted earnings per share compared to the prior year.

•Net Interest Income

◦Net Interest Margin - For the year ended December 31, 2025, Mid Penn’s FTE net interest margin was 3.56% versus 3.11% for the year ended December 31, 2024. The yield on interest-earning assets increased 11 basis point(s) ("bp") for the year ended December 31, 2025 compared to the year ended December 31, 2024 and the rate on interest-bearing liabilities decreased 42 bp for the year ended December 31, 2025 compared to the year ended December 31, 2024.

◦Loan Growth - Total loans, net of unearned income, as of December 31, 2025 were $4.9 billion compared to $4.4 billion as of December 31, 2024, an increase of $419.8 million, or 9.4%. Loan growth was driven primarily by an increase in residential mortgage loans of $215.9 million, an increase in nonowner occupied commercial real estate of $113.0 million, an increase in owner occupied commercial real estate of $94.9 million, an increase in commercial and industrial loans of $14.6 million, and a $6.4 million increase in multifamily loans, partially offset by a $29.9 million decrease in construction loans. Loans from the William Penn Acquisition contributed $405.3 million to this increase.

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MID PENN BANCORP, INC.

Management’s Discussion and Analysis

◦Deposit Growth - Total deposits increased $524.7 million, or 11.2%, from $4.7 billion as of December 31, 2024, to $5.2 billion as of December 31, 2025. The growth was driven by an increase of $499.1 million in interest-bearing transaction accounts, an increase of $74.8 million in noninterest-bearing accounts, partially offset by a decrease of $49.2 million in time deposits. Deposits from the William Penn Acquisition contributed $619.8 million to this increase.

•Asset Quality - ACL as of December 31, 2025 was $36.1 million, or 0.74% of total loans, as compared to $35.5 million, or 0.80% of total loans as of December 31, 2024.

◦Net Charge-offs/Recoveries - Mid Penn had net loan charge-offs of $1.4 million and $817 thousand for the years ended December 31, 2025 and 2024, respectively.

◦Non-performing assets - Total non-performing assets were $30.8 million as of December 31, 2025, an increase of $8.1 million compared to non-performing assets of $22.7 million as of December 31, 2024. The increase during 2025 was primarily related to the addition of one C&I relationship for $4.7 million offset by the sale of one foreclosed commercial real estate property for $1.4 million. Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.69% of total loans as of December 31, 2025, compared to 0.52% as of December 31, 2024.

◦Provision/Benefit for credit losses - Loans - The provision for credit losses - loans was $1.6 million for the year ended December 31, 2025 compared to $2.1 million for the year ended December 31, 2024. The decrease for the year ended December 31, 2025 was primarily attributable to reduced expected losses driven by updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds, partially offset by a $2.3 million reserve on non-PCD loans acquired through the William Penn Acquisition.

•Noninterest Income - Noninterest income totaled $26.8 million for the year ended December 31, 2025, a $4.3 million, or 19.3%, increase compared to the year ended December 31, 2024. The increase in noninterest income is primarily driven by an $838 thousand increase in earnings from the cash surrender value of life insurance, a $618 thousand increase in fiduciary and wealth management income, a $356 thousand increase in mortgage banking income, and a $2.2 million increase in other noninterest income, driven by a $1.1 million increase in insurance commissions, a $910 thousand increase in loan level swap fees, and a $534 thousand increase in recoveries on loans previously acquired in business combinations, which are recognized in noninterest income, rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment. This increase also includes a $420 thousand gain on the closing of an investment in a reinsurance entity acquired from another institution, a $307 thousand increase in sales tax refunds received, and $362 thousand in swap cancellation gains tied to eliminated brokered deposits, partially offset by a $2.2 million decrease in death benefits received.

•Noninterest Expense - Noninterest expense for the year ended December 31, 2025 totaled $152.3 million, an increase of $34.7 million, or 29.5%, compared to noninterest expense of $117.6 million for the year ended December 31, 2024.

Salaries and benefits increased $13.9 million for the year ended December 31, 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 $3.1 million that were recognized in the year ended December 31, 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.

Merger and acquisition expenses increased $11.0 million for the year ended December 31, 2025, which includes $10.1 million of merger related expenses related to the William Penn Acquisition, $713 thousand related to the 1st Colonial acquisition, $172 thousand related to the Cumberland Advisors Acquisition, and $164 thousand related to the Charis Insurance Group acquisition.

Software licensing and utilization costs increased $3.3 million for the year ended December 31, 2025, compared to the same period in 2024. The increase reflects additional costs to (i) license the additional William Penn branches; and (ii) upgrade 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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MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Occupancy expenses increased $2.3 million for the year ended December 31, 2025, compared to the same period in 2024. The increase was driven by the facility operating costs of the additional retail locations added through the William Penn acquisition.

•Borrowings paid down - During 2025, Mid Penn paid off $318 thousand of long-term debt and redeemed a total of $45.3 million of subordinated debt.

•Share Repurchases - Mid Penn repurchased 79,169 shares during 2025 at an average price per share of $28.50 under its share repurchase program.

•Business Combinations

◦On May 12, 2025, Mid Penn acquired the insurance business and related accounts of Charis Insurance Group, Inc., which provides business, home and auto insurance throughout central and southern Pennsylvania, for a cash purchase price of $4.0 million.

◦On April 30, 2025, Mid Penn completed its acquisition of William Penn through the merger of William Penn with and into Mid Penn with Mid Penn being the surviving corporation. In connection with this acquisition, William Penn Bank, a wholly owned subsidiary of William Penn, merged with and into Mid Penn Bank, a wholly owned subsidiary of Mid Penn. The merger was an all-stock transaction valued at approximately $103.2 million, based on the Mid Penn common stock closing price of $29.05 on April 30, 2025.

◦On July 31, 2024, Mid Penn acquired the insurance business and related accounts of Commonwealth Benefits Group, a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $2.0 million at closing and an additional $800 thousand potentially payable pursuant to a three-year earnout.

◦On May 19, 2023, Mid Penn completed its acquisition of Brunswick through the merger of Brunswick with and into Mid Penn with Mid Penn being the surviving corporation. In connection with this acquisition, Brunswick Bank, a wholly-owned subsidiary of Brunswick, merged with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn.

Critical Accounting Estimates

Mid Penn’s Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and conform to general practices within the banking industry. Application of certain principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates used in applying these principles are based on historical experiences and other factors which are believed to be reasonable under the circumstances. Because of the nature of the judgments and estimates that have been made, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the reported results of operations.

Management of the Corporation considers the accounting judgments relating to the allowance for credit losses and goodwill impairment to be the accounting area that requires the most subjective and complex judgments.

Allowance for Credit Losses

In accordance with CECL, the ACL, which includes both the ACL - loans and the ACL for OBS credit exposures, is calculated with the objective of maintaining a reserve for current expected credit losses over the remaining expected life of the portfolio. Management's determination of the appropriateness of the reserve is based on continuously monitoring and evaluating the loan portfolio, lending-related commitments, current as well as forecasted economic factors, and other relevant factors. The ACL - loans is an estimate of expected losses inherent within Mid Penn's existing loan portfolio.

The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Mid Penn’s loan portfolio segments. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently

38

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgment by Management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the ACL and credit loss expense.

Mid Penn estimates the ACL using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Mid Penn uses a third-party software application to calculate the quantitative portion of the ACL using a methodology and assumptions specific to each loan pool. The qualitative portion of the allowance is based on general economic conditions and other internal and external factors affecting Mid Penn as a whole, as well as specific loans. Factors considered include the following: lending process, concentrations of credit, and credit quality. The quantitative and qualitative portions of the allowance are added together to determine the total ACL, which reflects Management’s expectations of future conditions based on reasonable and supportable forecasts. As such, the calculation of ACL is inherently subjective and requires management to exercise significant judgment. The CECL estimate, including assumptions related to interest rates, unemployment, and economic growth, is highly sensitive to the economic forecasts used to develop the estimate.

While management uses the best information known to it to make ACL valuations, adjustments to the ACL may be necessary based on changes in economic and other conditions, changes in the composition of the loan portfolio, or changes in accounting guidance. In times of economic slowdown, either local, regional or national, the risk inherent in the loan portfolio could increase resulting in the need for additional provisions to the ACL in future periods. An increase could also be necessitated by an increase in the size of the loan portfolio or in any of its components even though the credit quality of the overall portfolio may be improving.

For further discussion of the methodology used in the determination of the ACL, refer to "Note 1, Summary of Significant Accounting Policies", "Note 3 - Investment Securities", "Note 4 - Loans and Allowance for Credit Losses - Loans" and "Note 18 - Commitments and Contingencies" to the Consolidated Financial Statements. To the extent actual outcomes differ from management estimates, additional provision for credit losses may be required that would adversely impact earnings in future periods.

The allowance for credit losses - loans was $36.1 million as of December 31, 2025, an increase of $577 thousand, or 1.6%, compared to $35.5 million as of December 31, 2024. The increase for the year ended December 31, 2025 was primarily attributable to a $2.3 million reserve on non-PCD loans acquired through the William Penn Acquisition, offset by reduced expected losses driven by updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds.

Goodwill

Mid Penn evaluates goodwill annually for impairment unless events occur which indicate that impairment is possible, a triggering event. As of December 31, 2025, Mid Penn had goodwill of $136.6 million and Mid Penn's stock continues to trade below book value.

Our annual impairment test was conducted during the fourth quarter of 2025. Goodwill is calculated as a purchase premium using the market participant and peer group control premium approach. Additional factors considered include actual earnings in relation to forecasted earnings, liquidity levels, changes in deposit balances, and credit quality, among others.

39

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

No goodwill impairment has been recorded for 2025. Management will continue to monitor internal metrics and macroeconomic trends to determine if there is likelihood of goodwill impairment.

Refer to "Note 1 - Summary of Significant Accounting Policies" and "Note 6 - Goodwill and Intangible Assets" for further details on the Company's goodwill.

Business Combinations

Assets acquired and liabilities assumed in business combinations are measured at fair value as of the acquisition date. In many cases, determining the fair value of the assets acquired and liabilities assumed requires Mid Penn to estimate the timing and amount of cash flows expected to result from these assets and liabilities and to discount these cash flows at appropriate rates of interest, which require the utilization of significant estimates and judgment in accounting for the acquisition.

Refer to "Note 1 - Summary of Significant Accounting Policies" and "Note 2 - Business Combinations" for further details on the Company's business combinations.

Results of Operations

Net Interest Income

Net interest income, Mid Penn's primary source of earnings, represents the difference between interest income received on loans, investments, and overnight funds, and interest expense paid on deposits and short- and long-term borrowings. Net interest income is affected by changes in interest rates and changes in average balances (volume) in the various interest-sensitive assets and liabilities. Interest and average rates in the table below are presented on a fully taxable-equivalent basis ("FTE"). Tax-equivalent adjustments were calculated using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023. For purposes of calculating loan yields, average loan balances include nonaccrual loans. Loan fees of $5.5 million, $4.8 million and $4.6 million are included with loan interest income in the following table for the years ended December 31, 2025, 2024, and 2023, respectively.

40

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table includes average balances, effective interest differential and interest yields for the years ended December 31:

Average Balances, Income and Interest Rates

2025

2024

2023

(Dollars in thousands)

Average Balance

Interest

Yield/

Rate

Average Balance

Interest

Yield/

Rate

Average Balance

Interest

Yield/

Rate

ASSETS:

Interest Bearing Balances

$

23,164 

$

611 

2.64

%

$

30,576 

$

1,127 

3.69

%

$

24,270 

$

361 

1.49

%

Investment Securities:

Taxable

646,267 

21,858 

3.38

543,157 

15,254 

2.81

544,896 

15,141 

2.78

Tax-exempt

66,462 

1,343 

2.02

73,834 

1,464 

1.98

78,163 

1,540 

2.49

Total Investment Securities

712,729 

23,201 

3.26

616,991 

16,718 

2.71

623,059 

16,681 

2.68

Federal funds sold

172,035 

7,331 

4.26

36,436 

1,928 

5.29

7,161 

373 

5.21

Loans, net of unearned income

4,709,514 

292,184 

6.20

4,373,922 

265,522 

6.07

3,868,307 

218,060 

5.65

Restricted investment in bank stocks

6,990 

443 

6.34

14,155 

1,288 

9.10

11,121 

864 

7.77

Total Interest-earning Assets

5,624,432 

323,770 

5.76

5,072,080 

286,583 

5.65

4,533,918 

236,339 

5.21

Cash and Due from Banks

46,249 

39,995 

49,503 

Other Assets

361,211 

300,904 

299,666 

Total Assets

$

6,031,892 

$

5,412,979 

$

4,883,087 

LIABILITIES & SHAREHOLDERS' EQUITY:

Interest-bearing Demand

$

1,179,007 

$

20,917 

1.77

%

$

1,001,813 

$

19,001 

1.90

%

$

950,326 

$

13,893 

1.46

%

Money market

1,176,166 

32,783 

2.79

913,360 

26,580 

2.91

925,973 

21,424 

2.31

Savings

306,431 

249 

0.08

275,692 

244 

0.09

312,053 

230 

0.07

Time

1,674,557 

67,857 

4.05

1,541,605 

70,495 

4.57

1,116,613 

43,749 

3.92

Total Interest-bearing Deposits

4,336,161 

121,806 

2.81

3,732,470 

116,320 

3.12

3,304,965 

79,296 

2.40

Short-term borrowings

8,044 

381 

4.74

190,885 

10,575 

5.54

107,323 

7,087 

6.60

Long-term debt

23,358 

1,030 

4.41

27,937 

1,321 

4.73

45,304 

975 

2.15

Subordinated debt

35,881 

1,458 

4.06

46,045 

1,696 

3.68

49,328 

2,008 

4.07

Total Interest-bearing Liabilities

4,403,444 

124,675 

2.83

3,997,337 

129,912 

3.25

3,506,920 

89,366 

2.55

Noninterest-bearing Demand

816,429 

780,538 

800,582 

Other Liabilities

81,958 

62,820 

53,530 

Shareholders' Equity

730,061 

572,284 

522,055 

Total Liabilities & Shareholders' Equity

$

6,031,892 

$

5,412,979 

$

4,883,087 

Net Interest Income

$

199,095 

$

156,671 

$

146,973 

Taxable Equivalent Adjustment (1)

975 

1,018 

811 

Net Interest Income (taxable-equivalent basis)

$

200,070 

$

157,689 

$

147,784 

Total Yield on Earning Assets

5.76

%

5.65

%

5.21

%

Rate on Supporting Liabilities

2.83

3.25

2.55

Average Interest Spread

2.93

2.40

2.66

Net Interest Margin (1)

3.56

3.11

3.26

(1)    Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances.

41

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The volume analysis of changes in net interest income as of December 31 are as follows:

Years Ended

December 31, 2025 vs. December 31, 2024

Years ended

December 31, 2024 vs. December 31, 2023

Increase (decrease)

Increase (decrease)

(In thousands)

Volume

Rate (1)

Net

Volume

Rate (1)

Net

INTEREST INCOME:

Interest Bearing Balances

$

(273)

$

(243)

$

(516)

$

94 

$

672 

$

766 

Investment Securities:

Taxable

2,896 

3,708 

6,604 

(48)

161 

113 

Tax-exempt

(146)

25 

(121)

(108)

32 

(76)

Total Investment Securities

2,750 

3,733 

6,483 

(156)

193 

37 

Federal funds sold

7,175 

(1,772)

5,403 

1,525 

30 

1,555 

Loans, net of unearned income

20,372 

6,290 

26,662 

28,567 

18,895 

47,462 

Restricted investment in bank stocks

(652)

(193)

(845)

236 

188 

424 

Total Interest Income

$

29,372 

$

7,815 

$

37,187 

$

30,266 

$

19,978 

$

50,244 

INTEREST EXPENSE:

Interest-Bearing Deposits:

Interest-bearing demand

$

3,361 

$

(1,445)

$

1,916 

$

752 

$

4,356 

$

5,108 

Money market

7,648 

(1,445)

6,203 

(291)

5,447 

5,156 

Savings

27 

(22)

5 

(25)

39 

14 

Time

6,079 

(8,717)

(2,638)

16,660 

10,086 

26,746 

Total Interest-Bearing Deposits

17,115 

(11,629)

5,486 

17,096 

19,928 

37,024 

Short-term borrowings

(8,660)

(1,534)

(10,194)

4,629 

(1,141)

3,488 

Long-term debt

(217)

(74)

(291)

(373)

719 

346 

Subordinated debt

(374)

136 

(238)

(134)

(178)

(312)

Total Interest Expense

7,864 

(13,101)

(5,237)

21,218 

19,328 

40,546 

NET INTEREST INCOME

$

21,508 

$

20,916 

$

42,424 

$

9,048 

$

650 

$

9,698 

(1)    The effect of changing volume and rate, which cannot be segregated, has been allocated entirely to the rate column. Tax-exempt income is shown on a tax equivalent basis using a statutory corporate tax rate of 21% for the years ended December 31, 2025, 2024 and 2023.

For the year ended December 31, 2025, Mid Penn’s FTE net interest margin was 3.56% compared to 3.11% for the year ended December 31, 2024 and 3.26% for the year ended December 31, 2023. The increase in net interest margin was primarily a result of a decrease in funding costs, reflecting lower average interest-bearing liabilities, as well as higher yields on interest-earning assets and growth in average interest-earning assets. During 2025, FTE net interest income increased $42.4 million, or 27.1%, compared to 2024. Interest income increased $29.4 million as the result of a $552.4 million, or 10.9%, increase in average interest-earning assets in 2025 compared to 2024, and increased $7.8 million as the result of a 11 bp increase in the yield on interest-earning assets in 2025 compared to 2024.

Average total loans, net, increased $335.6 million, or 7.7%, contributing $20.4 million to the increase in interest income. The yield on average total loans, net, increased from 6.07% for 2024 to 6.20% for 2025. Loan yields increased due to higher rate loan production and portfolio mix shifts, partially offset by the impact of lower market interest rates.

42

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Total average federal funds sold increased $135.6 million, contributing $7.2 million to the increase in FTE interest income, partially offset by a 103 bps decrease in the average yield on federal funds sold, reducing FTE interest income by $1.8 million.

Interest expense decreased by $5.2 million or 4.0% for the year ended December 31, 2025 compared to 2024. The cost of interest-bearing liabilities decreased to 2.83% in 2025 from 3.25% in 2024 and increased from 2.55% in 2023. The rate on total interest-bearing deposits decreased to 2.81% in 2025 from 3.12% in 2024 and increased from 2.40% in 2023. The decrease in the rate from 2024 was primarily a result of the Bank lowering rates in response to the Federal Reserve interest rate cuts in 2025. In addition, average short-term borrowings decreased to $8.0 million from $190.9 million in 2024, which contributed to the $10.2 million decrease in interest expense on short-term borrowings for the year ended December 31, 2025 as compared to 2024.

Although the effective interest rate impact on interest-earning assets and funding sources can be reasonably estimated at current interest rate levels, the interest-bearing product and pricing options selected by customers, and the future mix of the loan, investment, and deposit products in the Bank's portfolios, may significantly change the estimates used in Mid Penn’s asset and liability management and related interest rate risk simulation models. In addition, our net interest income may be impacted by further interest rate actions of the Federal Reserve’s FOMC.

Provision for Credit Losses - Loans

The provision for credit losses on loans was $1.6 million for the year ended December 31, 2025, a decrease of $546 thousand or 25.5% compared to a provision for credit losses of $2.1 million for the year ended December 31, 2024. The provision for credit losses on loans for the year ended December 31, 2024 decreased $1.2 million, or 34.9%, from the $3.3 million provision for credit losses on loans for the year ended December 31, 2023. The decrease in provision for the year ended December 31, 2025 was primarily attributable to reduced expected losses resulting from updates to the macroeconomic forecast and lower loan balances as a result of an increase in observed prepayment speeds, partially offset by a $2.3 million reserve on non-PCD loans acquired through the William Penn acquisition. The benefit for credit losses on off-balance sheet credit exposures was $301 thousand for the year ended December 31, 2025, compared to a benefit of $628 thousand for the year ended December 31, 2024, and a provision of $404 thousand for the year ended December 31, 2023.

For the year ended December 31, 2025, Mid Penn had net charge-offs of $1.4 million compared to net charge-offs of $817 thousand for the year ended December 31, 2024, and net charge-offs of $332 thousand for the year ended December 31, 2023 . A summary of charge-offs and recoveries of loans and the provision for loan losses is shown in the table below.

43

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table represents the analysis of the allowance for credit losses:

Year ended December 31,

(In thousands)

2025

2024

2023

Balance, beginning of year

$

35,514 

$

34,187 

$

18,957 

Loans charged off:

Commercial real estate

CRE Nonowner Occupied

1,085 

— 

— 

CRE Owner Occupied

346 

— 

16 

Total Commercial real estate

1,431 

— 

16 

Commercial and industrial

294 

819 

238 

Residential mortgage

1-4 Family 1st Lien

— 

7 

13 

1-4 Family Rental

— 

2 

— 

HELOC and Junior Liens

— 

21 

— 

Total residential mortgage

— 

30 

13 

Consumer

98 

52 

135 

Total loans charged off

$

1,823 

$

901 

$

402 

Recoveries on loans previously charged off:

Commercial real estate

CRE Nonowner Occupied

$

305 

$

2 

$

— 

CRE Owner Occupied

— 

4 

— 

Total commercial real estate

305 

6 

— 

Commercial and industrial

9 

1 

— 

Residential mortgage

1-4 Family 1st Lien

90 

16 

7 

1-4 Family Rental

— 

22 

31 

Total residential mortgage

90 

38 

38 

Consumer

55 

39 

32 

Total loans recovered

459 

84 

70 

Net charge-offs

1,364 

817 

332 

Provision for loan losses

1,598 

2,144 

3,295 

Impact from the adoption of CECL

— 

— 

11,931 

Purchase Credit Deteriorated loans

343 

— 

336 

Balance, end of year

$

36,091 

$

35,514 

$

34,187 

44

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table represents the ratio of net charge-offs (recoveries) to total average loans outstanding:

(Dollars in thousands)

Year ended December 31, 2025

Net charge-offs (Recoveries)

Average Loans outstanding

Ratio of net charge-offs (recoveries) to total average loans outstanding

Commercial real estate

CRE Nonowner Occupied

$

780 

$

1,324,775 

0.059 

%

CRE Owner Occupied

346 

695,493 

0.050 

Multifamily

— 

417,003 

0.000 

Farmland

— 

226,556 

0.000 

Total Commercial Real Estate

1,126 

2,663,827 

0.042 

Commercial and industrial

285 

723,848 

0.039 

Construction

Residential Construction

— 

90,375 

0.000 

Other Construction

— 

311,093 

0.000 

Total Construction

— 

401,468 

0.000 

Residential mortgage

1-4 Family 1st Lien

(90)

393,022 

(0.023)

1-4 Family Rental

— 

395,063 

0.000 

HELOC and Junior Liens

— 

166,393 

0.000 

Total Residential Mortgage

(90)

954,478 

(0.009)

Consumer

43 

8,389 

0.507 

Total Loans

$

1,364 

$

4,752,010 

0.029 

%

Year ended December 31, 2024

Commercial real estate

CRE Nonowner Occupied

$

(2)

$

1,204,473 

0.000 

%

CRE Owner Occupied

(4)

624,542 

(0.001)

Multifamily

— 

384,374 

0.000 

Farmland

— 

217,667 

0.000 

Total Commercial Real Estate

(6)

2,431,056 

0.000 

Commercial and industrial

818 

695,730 

0.118 

Construction

Residential Construction

— 

101,234 

0.000 

Other Construction

— 

349,481 

0.000 

Total Construction

— 

450,715 

0.000 

Residential mortgage

1-4 Family 1st Lien

(9)

323,524 

(0.003)

1-4 Family Rental

(20)

344,261 

(0.006)

HELOC and Junior Liens

21 

136,634 

0.015 

Total Residential Mortgage

(8)

804,419 

(0.001)

Consumer

13 

7,276 

0.179 

Total Loans

$

817 

$

4,389,196 

0.019 

%

45

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

(Dollars in thousands)

Year ended December 31, 2023

Commercial real estate

CRE Nonowner Occupied

$

— 

$

1,111,413 

0.000 

%

CRE Owner Occupied

16 

586,357 

0.003 

Multifamily

— 

261,289 

0.000 

Farmland

— 

199,452 

0.000 

Total Commercial Real Estate

16 

2,158,511 

0.001 

Commercial and industrial

238 

641,264 

0.037 

Construction

Residential Construction

— 

100,851 

0.000 

Other Construction

— 

378,962 

0.000 

Total Construction

— 

479,813 

0.000 

Residential mortgage

1-4 Family 1st Lien

6 

342,485 

0.002 

1-4 Family Rental

(31)

253,606 

(0.012)

HELOC and Junior Liens

— 

128,912 

0.000 

Total Residential Mortgage

(25)

725,003 

(0.003)

Consumer

103 

6,486 

1.588 

Total Loans

$

332 

$

4,011,077 

0.008 

%

Noninterest Income

Noninterest income and variance analysis as of December 31:

Year Ended December 31,

(Dollars in thousands)

2025

2024

2023

$ Variance 2025 vs. 2024

% Variance 2025 vs. 2024

Income from fiduciary and wealth management activities

$

5,298 

$

4,680 

$

5,059 

$

618 

13.2 

%

ATM debit card interchange income

3,949 

3,851 

4,019 

98 

2.5 

Service charges on deposits

2,495 

2,176 

1,943 

319 

14.7 

Mortgage banking income

2,832 

2,476 

1,353 

356 

14.4 

Mortgage hedging income

12 

10 

324 

2 

20.0 

Net gain on sales of SBA loans

220 

347 

571 

(127)

(36.6)

Earnings from cash surrender value of life insurance

1,979 

1,141 

1,112 

838 

73.4 

Net gain on sales of investment activities

10 

— 

— 

10 

100.0 

Other income

10,047 

7,812 

5,627 

2,235 

28.6 

Total Noninterest Income

$

26,842 

$

22,493 

$

20,008 

$

4,349 

19.3 

%

For the year ended December 31, 2025, noninterest income totaled $26.8 million, an increase of $4.3 million or 19.3%, compared to noninterest income of $22.5 million for the year ended December 31, 2024. The increase in noninterest income was primarily driven by an $838 thousand increase in earnings from the cash surrender value of life insurance, a $618 thousand increase in fiduciary and wealth management, a $356 thousand increase in mortgage banking, and a $2.2 million increase in other noninterest income, driven by a $1.1 million increase in insurance commissions, a $910 thousand increase in loan level swap fees, and a $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

46

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

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, a $307 thousand increase in sales tax refunds received, and $362 thousand in swap cancellation gains tied to eliminated brokered deposits, partially offset by a $2.2 million decrease in death benefits received.

For details on the variances of noninterest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Income" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Noninterest Expense

Noninterest expense and variance analysis as of December 31:

Year Ended December 31,

(Dollars in thousands)

2025

2024

2023

$ Variance

2025 vs. 2024

% Variance

2025 vs. 2024

Salaries and employee benefits

$

78,029 

$

64,098 

$

59,345 

$

13,931 

21.7 

%

Software licensing and utilization

12,562 

9,300 

7,927 

3,262 

35.1 

Occupancy expense, net

9,905 

7,571 

7,349 

2,334 

30.8 

Equipment expense

5,025 

4,928 

5,121 

97 

2.0 

Shares tax

2,776 

2,350 

2,713 

426 

18.1 

Legal and professional fees

3,881 

4,306 

2,945 

(425)

(9.9)

ATM/card processing

2,682 

2,284 

2,108 

398 

17.4 

Intangible amortization

3,046 

1,784 

1,780 

1,262 

70.7 

FDIC assessment

3,452 

4,170 

3,500 

(718)

(17.2)

Loss/(gain) on sale or write-down of foreclosed assets, net

646 

80 

(144)

566 

707.5 

Merger and acquisition expense

11,519 

545 

5,544 

10,974 

2013.5 

Post-acquisition restructuring expense

— 

— 

2,952 

— 

— 

Other expenses

18,747 

16,200 

17,448 

2,547 

15.7 

Total Noninterest Expense

$

152,270 

$

117,616 

$

118,588 

$

34,654 

29.5 

%

For the year ended December 31, 2025, noninterest expense totaled $152.3 million, an increase of $34.7 million, or 29.5%, compared to noninterest expense of $117.6 million for the year ended December 31, 2024.

Salaries and benefits increased $13.9 million for the year ended December 31, 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 $3.1 million that were recognized in the year ended December 31, 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.

Merger and acquisition expenses increased $11.0 million for the year ended December 31, 2025, which includes $10.1 million of merger related expenses related to the William Penn Acquisition, $713 thousand related to the 1st Colonial acquisition, $172 thousand related to the Cumberland Advisors Acquisition, and $164 thousand related to the Charis Insurance Group acquisition.

Software licensing and utilization costs increased $3.3 million for the year ended December 31, 2025, compared to the same period in 2024. The increase reflects additional costs to (i) license the additional William Penn branches; and (ii) upgrade internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.

47

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Occupancy expenses increased $2.3 million for the year ended December 31, 2025, compared to the same period in 2024. The increase was driven by the facility operating costs of the additional retail locations added through the William Penn Acquisition.

For details on the variances of noninterest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 refer to the "Noninterest Expense" section of the MD&A in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Income Taxes

The provision for income taxes was $16.1 million during the year ended December 31, 2025, an increase of $5.5 million compared to $10.6 million for the same period in 2024. The provision for income taxes for the year ended December 31, 2025 reflects an effective combined Federal and state tax rate ("ETR") of 22.3%, compared to an ETR of 17.6% for the year ended December 31, 2024. The increase in the effective tax rate in 2025 compared to 2024 was primarily driven by items reflected in the effective tax rate reconciliation table, including a higher unfavorable impact of income from life insurance, and an increase in non-deductible merger and acquisition expenses. Generally, Mid Penn’s effective tax rate is below the federal statutory rate due to earnings on tax-exempt loans, investments, and earnings from the cash surrender value of life insurance, as well as the impact of federal income tax credits, including those awarded from Mid Penn’s low-income housing investments. The realization of Mid Penn’s deferred tax assets is dependent on future earnings. Mid Penn currently anticipates that future earnings will be adequate to fully realize the currently recorded deferred tax assets.

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. These changes did not have a material impact on the Company’s federal income tax expense or liability for the year ended December 31, 2025. The Company is currently evaluating the impact on future periods.

Financial Condition

Mid Penn’s total assets were $6.1 billion as of December 31, 2025, reflecting an increase of $663.0 million, or 12.1%, compared to total assets of $5.5 billion as of December 31, 2024. The increase was primarily driven by an increase in loans as a result of the William Penn Acquisition, an increase in available-for-sale investment securities, and an increase in federal funds sold.

Investment Securities

Mid Penn’s investment portfolio is utilized primarily to support overall liquidity and interest rate risk management, to provide collateral supporting pledging requirements for public funds on deposit, and to generate additional interest income within reasonable risk parameters. Mid Penn’s investment portfolio includes both held-to-maturity securities and available-for-sale securities.

Mid Penn’s portfolio of held-to-maturity ("HTM") securities, recorded at amortized cost, decreased $35.2 million to $347.3 million as of December 31, 2025, as compared to $382.4 million as of December 31, 2024. Mid Penn’s total available-for-sale ("AFS") securities portfolio increased $155.8 million from $260.5 million as of December 31, 2024 to $416.3 million as of December 31, 2025.

As of December 31, 2025, the unrealized gain on AFS investment securities resulted in a positive impact to shareholders’ equity of $11.9 million (comprised of a gross unrealized gain on securities of $14.1 million, net of deferred income tax). As of December 31, 2024, the unrealized loss on AFS investment securities resulted in a negative impact to shareholders’ equity of $1.6 million (comprised of a gross unrealized loss on securities of $2.0 million, net of deferred income tax). Mid Penn does not have any significant concentrations of non-governmental securities within its investment portfolio.

48

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table presents the expected maturities of the investment portfolio and the weighted-average yields (calculated based on historical cost and net of tax) as of December 31, 2025:

Maturing

(Dollars in thousands)

One Year

and Less

After One Year

thru Five Years

After Five Years

Thru Ten Years

After Ten

Years

Total

As of December 31, 2025

Amount

Weighted-Average Yield

Amount

Weighted-Average Yield

Amount

Weighted-Average Yield

Amount

Weighted-Average Yield

Amount

Weighted-Average Yield

Available-for-sale securities, at fair value:

U.S. Treasury and U.S. government agencies

$

— 

— 

%

$

14,693 

2.38 

%

$

4,373 

3.09 

%

$

— 

— 

%

$19,066

2.53 

%

Mortgage-backed U.S. government agencies

— 

— 

— 

— 

7,789 

3.02 

345,608 

4.56 

353,397

4.45 

State and political subdivision obligations

— 

— 

— 

— 

3,158 

2.50 

676 

2.23 

3,834

2.44 

Corporate debt securities

2,945 

2.25

8,807 

6.21

28,265 

5.39

— 

—

40,017

5.01

$

2,945 

2.25 

%

$

23,500 

3.81 

%

$

43,585 

4.52 

%

$

346,284 

4.55 

%

$416,314

4.41 

%

Held-to-maturity securities, at amortized cost:

U.S. Treasury and U.S. government agencies

$

21,497 

1.66

%

$

102,727 

1.92

%

$

107,756 

2.11

%

$

— 

—

%

$231,980

1.99

%

Mortgage-backed U.S. government agencies

4 

3.96

1,698 

2.98

3,769 

2.73

26,947 

1.96

32,418

2.13

State and political subdivision obligations

7,973 

2.61

33,620 

2.37

14,927 

2.40

10,921 

2.63

67,441

2.44

Corporate debt securities

2,000 

2.25

4,446 

4.26

9,000 

3.04

— 

—

15,446

3.77

$

31,474 

1.94 

%

$

142,491 

2.11 

%

$

135,452 

2.22 

%

$

37,868 

2.15 

%

$347,285

2.20 

%

Loans, net of unearned income

Total loans, net of unearned income, as of December 31, 2025 were $4.9 billion compared to $4.4 billion as of December 31, 2024. The growth of $419.8 million, or 9.4%, since December 31, 2024 was primarily the result of the addition of loans from the William Penn Acquisition of $405.3 million.

49

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table presents the ending balance of loans outstanding, by type, as of December 31:

2025

2024

Change in Balance

(Dollars in thousands)

Balance

% of Total Loans

Balance

% of Total Loans

$

%

Commercial real estate

CRE Nonowner Occupied

$

1,364,040 

28.1 

%

$

1,251,010 

28.1 

%

$

113,030 

9.0 

%

CRE Owner Occupied

718,864 

14.7 

624,007 

14.0 

94,857 

15.2 

Multifamily

419,267 

8.6 

412,900 

9.3 

6,367 

1.5 

Farmland

227,816 

4.7 

224,709 

5.1 

3,107 

1.4 

Total Commercial Real Estate

2,729,987 

56.1 

2,512,626 

56.5 

217,361 

8.7 

Commercial and industrial

720,031 

14.8 

705,392 

15.9 

14,639 

2.1 

Construction

Residential Construction

85,299 

1.8 

99,399 

2.2 

(14,100)

(14.2)

Other Construction

310,390 

6.3 

326,171 

7.3 

(15,781)

(4.8)

Total Construction

395,689 

8.1 

425,570 

9.5 

(29,881)

(7.0)

Residential Mortgage

1-4 Family 1st Lien

417,421 

8.6 

313,592 

7.1 

103,829 

33.1 

1-4 Family Rental

410,965 

8.5 

336,636 

7.6 

74,329 

22.1 

HELOC and Junior Liens

178,116 

3.7 

140,392 

3.2 

37,724 

26.9 

Total Residential Mortgage

1,006,502 

20.8 

790,620 

17.9 

215,882 

27.3 

Consumer

10,629 

0.2 

8,862 

0.2 

1,767 

19.9 

$

4,862,838 

100.0 

%

$

4,443,070 

100.0 

%

$

419,768 

9.4 

%

The majority of the Bank's loan portfolio is to businesses and individuals located within the Bank's primary market area, which consists principally of central and southeastern Pennsylvania, along with select counties in New Jersey. Commercial real estate, construction, and land development loans are collateralized mainly by mortgages on the income-producing real estate or land involved. Commercial, industrial, and agricultural loans are primarily made to business entities and may be secured by business assets, including commercial real estate, or may be unsecured. Residential real estate loans are secured by liens on the residential property. Consumer loans include installment loans, lines of credit and home equity loans. The Bank has no significant concentration of credit to any one borrower. The Bank’s highest concentration of credit by loan type is in commercial real estate.

Credit risk is managed through portfolio diversification, underwriting policies and procedures, and loan monitoring practices. Lenders are provided with detailed underwriting policies for all types of credit risks accepted by the Bank and must obtain appropriate internal approvals for credit extensions. The Bank also maintains strict documentation requirements and robust credit quality assurance practices to identify credit portfolio weaknesses as early as possible, so any exposures that are discovered might be mitigated or potential losses reduced. Most of the Bank's loans are secured by real estate, and the value of this collateral is dependent on and subject to change based on real estate market conditions within its market area.

50

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table represents the Commercial Real Estate portfolio by property type along with the weighted-average loan to value as of December 31:

(Dollars in thousands)

December 31, 2025

December 31, 2024

Commercial Real Estate

Balance

% of portfolio

Weighted-Average LTV (2)

Balance

% of portfolio

Weighted-Average LTV (2)

Owner Occupied (1)

$

718,864 

26.3 

%

N/A

$

624,007 

24.8 

%

N/A

Farmland (1)

227,816 

8.3 

N/A

224,709 

8.9 

N/A

Multifamily

419,267 

15.5 

53.3 

412,900 

16.4 

63.8 

Non Owner Occupied

Retail

429,095 

15.7 

50.4 

426,171 

17.0 

60.3 

Office

289,650 

10.6 

61.4 

296,468 

11.8 

63.2 

Industrial

177,822 

6.5 

48.0 

161,683 

6.4 

53.2 

Hospitality

158,667 

5.8 

47.1 

152,060 

6.1 

51.2 

Flex

46,432 

1.7 

47.2 

44,187 

1.8 

44.2 

Mobile Home Park

18,763 

0.7 

56.4 

17,748 

0.7 

67.7 

Health Care

11,870 

0.4 

52.8 

14,511 

0.6 

55.3 

Other Property Types

231,741 

8.5 

54.7 

138,182 

5.5 

64.1 

Total Commercial Real Estate

$

2,729,987 

100.0

%

52.9 

%

$

2,512,626 

100.0

%

59.9 

%

(1)    LTV not available for Owner Occupied and Farmland properties

(2)    Weighted-average Loan to Value is calculated based on estimated current market values of the properties

Maturity distribution by contractual maturity date and rate sensitivity information related to the loan portfolio is reflected in the table below:

(In thousands)

As of December 31, 2025

One Year

and Less

One to

Five Years

Five to

Fifteen Years

Over

Fifteen Years

Total

Commercial real estate

CRE Nonowner Occupied

$

147,044 

$

433,838 

$

470,697 

$

312,461 

$

1,364,040 

CRE Owner Occupied

19,358 

120,239 

322,590 

256,677 

718,864 

Multifamily

97,982 

121,613 

96,372 

103,300 

419,267 

Farmland

519 

10,124 

66,249 

150,924 

227,816 

Total Commercial real estate

264,903 

685,814 

955,908 

823,362 

2,729,987 

Commercial and industrial

38,299 

304,319 

130,046 

247,367 

720,031 

Construction

Residential Construction

48,524 

18,682 

14,372 

3,721 

85,299 

Other Construction

159,847 

101,342 

33,421 

15,780 

310,390 

Total Construction

208,371 

120,024 

47,793 

19,501 

395,689 

Residential mortgage

1-4 Family 1st Lien

5,517 

29,730 

93,305 

288,869 

417,421 

1-4 Family Rental

38,911 

29,180 

145,216 

197,658 

410,965 

HELOC and Junior Liens

6,118 

14,339 

38,605 

119,054 

178,116 

Total Residential Mortgage

50,546 

73,249 

277,126 

605,581 

1,006,502 

Consumer

4,714 

1,492 

1,411 

3,012 

10,629 

Total loans held in portfolio

$

566,833 

$

1,184,898 

$

1,412,284 

$

1,698,823 

$

4,862,838 

51

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Fixed interest rates:

Commercial real estate

CRE Nonowner Occupied

$

92,770 

$

192,984 

$

55,778 

$

8,782 

$

350,314 

CRE Owner Occupied

11,884 

74,306 

26,403 

3,141 

115,734 

Multifamily

52,441 

50,057 

7,638 

— 

110,136 

Farmland

518 

7,907 

4,748 

— 

13,173 

Total Commercial real estate

157,613 

325,254 

94,567 

11,923 

589,357 

Commercial and industrial

3,536 

183,508 

25,660 

6,886 

219,590 

Construction

Residential Construction

8,918 

6,285 

— 

3,200 

18,403 

Other Construction

16,008 

20,013 

1,054 

1,108 

38,183 

Total Construction

24,926 

26,298 

1,054 

4,308 

56,586 

Residential mortgage

1-4 Family 1st Lien

4,246 

19,286 

70,932 

218,716 

313,180 

1-4 Family Rental

33,300 

20,045 

14,510 

10,052 

77,907 

HELOC and Junior Liens

1,490 

6,914 

25,902 

3,273 

37,579 

Total Residential Mortgage

39,036 

46,245 

111,344 

232,041 

428,666 

Consumer

2,652 

1,485 

1,266 

932 

6,335 

Total fixed interest rates

$

227,763 

$

582,790 

$

233,891 

$

256,090 

$

1,300,534 

Floating interest rates:

Commercial real estate

CRE Nonowner Occupied

$

54,274 

$

240,854 

$

414,919 

$

303,679 

$

1,013,726 

CRE Owner Occupied

7,474 

45,933 

296,187 

253,536 

603,130 

Multifamily

45,541 

71,556 

88,734 

103,300 

309,131 

Farmland

1 

2,217 

61,501 

150,924 

214,643 

Total Commercial real estate

107,290 

360,560 

861,341 

811,439 

2,140,630 

Commercial and industrial

34,763 

120,811 

104,386 

240,481 

500,441 

Construction

Residential Construction

39,606 

12,397 

14,372 

521 

66,896 

Other Construction

143,839 

81,329 

32,367 

14,672 

272,207 

Total Construction

183,445 

93,726 

46,739 

15,193 

339,103 

Residential mortgage

1-4 Family 1st Lien

1,271 

10,444 

22,373 

70,153 

104,241 

1-4 Family Rental

5,611 

9,135 

130,706 

187,606 

333,058 

HELOC and Junior Liens

4,628 

7,425 

12,703 

115,781 

140,537 

Total Residential Mortgage

11,510 

27,004 

165,782 

373,540 

577,836 

Consumer

2,062 

7 

145 

2,080 

4,294 

Total floating interest rates

339,070 

602,108 

1,178,393 

1,442,733 

3,562,304 

Total fixed and floating interest rates

$

566,833 

$

1,184,898 

$

1,412,284 

$

1,698,823 

$

4,862,838 

52

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Credit Quality, Credit Risk, and Allowance for Credit Losses

Mid Penn’s ACL methodology for loans is based upon guidance within FASB ASC Subtopic 326-20, "Financial Instruments – Credit Losses – Measured at Amortized Cost," as well as regulatory guidance from the FDIC, the Bank's primary federal regulator. The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Credit quality within the loan portfolio is continuously monitored by management and is reflected within the ACL for loans. The ACL is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio. The ACL is adjusted through the provision for credit losses and reduced by the charge off of loan amounts, net of recoveries.

The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Mid Penn’s loan portfolio segments. When computing allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense.

The following table represents the allowance for credit loss as a percentage of total loans:

(Dollars in thousands)

As of December 31, 2025

Total ACL - Loans

Total Loans

% of Total Loans Outstanding

Allowance as a % of Loan Category

Commercial real estate

CRE Nonowner Occupied

$

9,917 

$

1,364,040 

28.0 

%

0.7 

%

CRE Owner Occupied

6,095 

718,864 

14.7 

0.8 

Multifamily

1,443 

419,267 

8.6 

0.3 

Farmland

2,118 

227,816 

4.7 

0.9 

Total Commercial real estate

19,573 

2,729,987 

56.0 

0.7 

Commercial and industrial

9,259 

720,031 

14.8 

1.3 

Construction

Residential Construction

477 

85,299 

1.8 

0.6 

Other Construction

1,464 

310,390 

6.4 

0.5 

Total Construction

1,941 

395,689 

8.2 

0.5 

Residential mortgage

1-4 Family 1st Lien

2,434 

417,421 

8.6 

0.6 

1-4 Family Rental

2,295 

410,965 

8.5 

0.6 

HELOC and Junior Liens

559 

178,116 

3.7 

0.3 

Total Residential mortgage

5,288 

1,006,502 

20.8 

0.5 

Consumer

30 

10,629 

0.2 

0.3 

Total

$

36,091 

$

4,862,838 

100.0 

%

0.7 

%

For more information regarding Mid Penn’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see "Note 4 – Loans and Allowance for Credit Losses – Loans" included in Part I. Item 8. – Financial Statements of this Annual Report on Form 10-K..

53

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

The following table represents non-performing assets as of:

December 31,

(Dollars in thousands)

2025

2024

2023

Nonperforming Assets:

Total nonaccrual loans

$

22,951 

$

22,610 

$

14,216 

Foreclosed real estate

7,806 

44 

293 

Total nonperforming assets

30,757 

22,654 

14,509 

Accruing loans 90 days or more past due

— 

— 

— 

Total risk elements

$

30,757 

$

22,654 

$

14,509 

Nonaccrual loans as a percentage of total loans outstanding

0.47 

%

0.51 

%

0.33 

%

Nonperforming assets as a percentage of total loans outstanding and foreclosed real estate

0.63

%

0.51

%

0.34

%

Allowance for credit losses as a percentage of total loans

0.74

%

0.80

%

0.80

%

Ratio of ACL-loans to nonperforming loans

157.25

%

157.07

%

240.48

%

Total nonperforming assets were $30.8 million as of December 31, 2025, an increase compared to nonperforming assets of $22.7 million as of December 31, 2024. The increase during the year ended December 31, 2025 was primarily related to four commercial real estate and two commercial and industrial loans with a combined balance of $9.0 million that were placed on nonaccrual status during 2025. This increase was partially offset by the sale of one foreclosed commercial real estate property of $1.4 million in the fourth quarter of 2025. Delinquency, measured as loans past due 30 days or more, including loans on nonaccrual status, was 0.69% of total loans as of December 31, 2025, compared to 0.52% and 0.49% as of December 31, 2024 and December 31, 2023, respectively.

Deposits and Other Funding Sources

Mid Penn's primary source of funds is retail deposits from businesses, public funds depositors, and consumers in its market area. For the year ended December 31, 2025, deposits totaled $5.2 billion, an increase of $524.7 million, or 11.2%, compared to $4.7 billion as of December 31, 2024.

Average balances and average interest rates applicable to deposits by major classification for the years ended December 31:

2025

2024

Change

(Dollars in thousands)

Balance

Rate

Balance

Rate

$

%

Noninterest-bearing demand deposits

$

816,429 

0.00 

%

$

780,538 

0.00 

%

$

35,891 

4.60 

%

Interest-bearing demand deposits

1,179,007 

1.77 

1,001,813 

1.90 

177,194 

17.69 

Money market

1,176,166 

2.79 

913,360 

2.91 

262,806 

28.77 

Savings

306,431 

0.08 

275,692 

0.09 

30,739 

11.15 

Time

1,674,557 

4.05 

1,541,605 

4.57 

132,952 

8.62 

$

5,152,590 

2.36 

%

$

4,513,008 

2.58 

%

$

639,582 

14.17 

%

54

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Uninsured deposits represent deposit balances in excess of FDIC insurance limits, based on ownership category. As of December 31, 2025, uninsured deposits were $1.0 billion, or 19.2% of total deposits, compared to $1.4 billion, or 30.1% of total deposits, as of December 31, 2024.

The maturities of the uninsured time deposits as of December 31, 2025 were as follows:

(In thousands)

2025

Three months or less

$

157,634 

Over three months to six months

96,752 

Over six months to twelve months

108,942 

Over twelve months

14,636 

$

377,964 

Short-term borrowings as of December 31, 2025 totaled $20.8 million, compared to $2.0 million as of December 31, 2024, and consisted of $20.8 million of FHLB overnight borrowings. As of December 31, 2025, the Bank had long-term debt outstanding in the amount of $23.1 million compared to $23.6 million as of December 31, 2024.

Subordinated debt and trust preferred securities was zero as of December 31, 2025 compared to $45.7 million as of December 31, 2024. In June 2025, Mid Penn redeemed $15 million of subordinated debt issued in March of 2020. In October 2025, Mid Penn redeemed $25 million of subordinated debt issued in November of 2021. In December 2025, Mid Penn redeemed $12.2 million of subordinated debt issued in December of 2020. There were no redemptions of subordinated debt in 2024. See "Note 11 - Subordinated Debt", within Item 8, Notes to Consolidated Financial Statements.

Shareholders' Equity and Capital

Shareholders' equity, or capital, is evaluated in relation to total assets and the risk associated with those assets. The detailed computation of Mid Penn’s regulatory capital ratios can be found in "Note 17 - Regulatory Matters", within Item 8, Notes to Consolidated Financial Statements. The greater the Corporation’s capital resources, the more likely it is to meet its cash obligations and absorb unforeseen losses. Capital management practices have been, and will continue to be, of paramount importance to the Corporation in support of both its regulatory capital requirements and its shareholders.

Shareholders’ equity increased $159.0 million, or 24.3%, to $814.1 million as of December 31, 2025 from $655.0 million as of December 31, 2024, primarily as a result of the acquisition of William Penn in April 2025 and net income, partially offset by dividends declared of $18.2 million and share repurchases totaling $2.3 million.

Mid Penn maintained regulatory capital levels, leverage ratios, and risk-based capital ratios as of December 31, 2025 and 2024, as follows:

December 31, 2025

December 31, 2024

Regulatory Minimum for Capital Adequacy

Tier I Leverage Capital (to Average Assets)

11.02 

%

9.98 

%

4.00 

%

Common Equity Tier I (to Risk-Weighted Assets)

13.55 

12.09 

7.00 

Tier I Risk-Based Capital (to Risk-Weighted Assets)

13.55 

12.09 

8.50 

Total Risk-Based Capital (to Risk-Weighted Assets)

14.32 

%

13.98 

%

10.50 

%

As of December 31, 2025 and December 31, 2024, Mid Penn and the Bank met all capital adequacy requirements, and the Bank was considered "well-capitalized". However, future changes in regulations could increase capital requirements and may have an adverse effect on capital resources.

55

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Liquidity

Mid Penn’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and to provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk. Adequate liquidity provides resources for credit needs of borrowers, for depositor withdrawals, and for funding corporate operations. Sources of liquidity are as follows:

•a growing core deposit base;

•proceeds from the sale or maturity of investment securities;

•payments received on loans and mortgage-backed securities;

•overnight correspondent bank borrowings on various credit lines; and

•borrowing capacity available from the FHLB and the Federal Reserve Discount Window available to Mid Penn.

Mid Penn believes its core deposits are generally stable even in periods of changing interest rates. Liquidity is measured and monitored daily, allowing management to better understand and react to balance sheet trends. These measurements indicate that liquidity generally remains stable and exceeds our minimum defined levels of adequacy. Other than the trends of continued competitive pressures and volatile interest rates, and the uncertain impact of the current inflationary environment, there are no known demands, commitments, events, or uncertainties that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way.

On at least a quarterly basis, a comprehensive liquidity analysis is reviewed by the Asset Liability Committee and Board of Directors. The analysis provides a summary of the current liquidity measurements, projections, and future liquidity positions given various levels of liquidity stress. Management also maintains a detailed Contingency Funding Plan designed to respond to overall stress in the financial condition of the banking industry or a prospective liquidity problem specific to Mid Penn.

The Consolidated Statements of Cash Flows provide additional information. Mid Penn’s operating activities during the year ended December 31, 2025 provided $80.0 million of cash, mainly due to net income. Cash provided by investing activities during the year ended December 31, 2025 was $83.2 million, mainly the result of net cash received from acquisitions, and proceeds from the maturity or call of investment securities, offset by purchases of available-for-sale securities. Cash used in financing activities during the year ended December 31, 2025 totaled $134.8 million, primarily the result of a decrease in net deposits and the redemption of subordinated debt.

Contractual Obligations

Mid Penn has substantial aggregate contractual obligations to make future cash payments as of December 31, 2025 as outlined below:

Total

Payments Due by Period

(In thousands)

One Year or

Less

One to Three

Years

Three to Five

Years

More than Five

Years

Operating lease obligations

$

17,149 

$

4,075 

$

6,363 

$

3,916 

$

2,795 

Finance lease obligation

3,732 

260 

520 

555 

2,397 

Certificates of deposit

1,617,593 

1,445,142 

151,911 

15,836 

4,704 

Long-term debt

20,223 

1 

20,222 

— 

— 

$

1,658,697 

$

1,449,478 

$

179,016 

$

20,307 

$

9,896 

Details on expected maturities of investments, loans and deposits are presented in the above sections of Management's Discussion and Analysis. We are not aware of any other commitments or contingent liabilities which may have a material adverse impact on Mid Penn’s liquidity or capital resources.

56

MID PENN BANCORP, INC.

Management’s Discussion and Analysis

Effects of Inflation

A bank's asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of a bank are monetary in nature. Management believes the impact of inflation on its financial results depends principally upon Mid Penn's ability to measure its sensitivity to changes in interest rates and to take appropriate actions, as needed or controllable by the Bank, to mitigate the impacts of inflation on performance. Interest rates do not necessarily move in the same direction or at the same magnitude as the prices of other goods and services. As discussed previously, management seeks to manage the relationship between interest sensitive assets and liabilities to protect against wide interest rate fluctuations, including those resulting from inflation.

Information included elsewhere in this report will assist in the understanding of how Mid Penn is positioned to react to changing interest rates and inflationary trends. In particular, the previously discussed risk factors, the composition of and yields on loans and investments, and the composition and costs of deposits and other interest-bearing liabilities, should be considered.

Off-Balance Sheet Risk

Mid Penn makes contractual commitments to extend credit and extends lines of credit, which are subject to Mid Penn's credit approval and monitoring procedures. As of December 31, 2025, commitments to extend credit amounted to $1.4 billion compared to $1.2 billion as of December 31, 2024.

Mid Penn also issues standby letters of credit to its customers. The risk associated with standby letters of credit is essentially the same as the credit risk involved in loan extensions to customers. Standby letters of credit increased to $66.5 million as of December 31, 2025, from $64.3 million as of December 31, 2024.

57