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MID PENN BANCORP INC

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

MPB$34.87+1.2%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (Unaudited)

Note 1 -Summary of Significant Accounting Policies

Nature of Operations

Mid Penn Bancorp, Inc. ("Mid Penn" or the "Corporation"), through operations conducted by Mid Penn Bank (the "Bank") and its nonbank subsidiaries, engages in a full-service commercial banking and trust business, making available to the community a wide range of financial services, including, but not limited to, mortgage and home equity loans, secured and unsecured commercial and consumer loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government loans, and various types of time and demand deposits including but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit, and Individual Retirement Accounts. In addition, the Bank provides a full range of trust and wealth management services through its Trust Department. Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by law.

Mid Penn also fulfills the insurance needs of both existing and potential customers through MPB Risk Services, LLC, doing business as MPB Insurance and Risk Management.

The financial services are provided to individuals, partnerships, non-profit organizations, and corporations through its retail banking offices located throughout Pennsylvania and five counties in New Jersey.

Basis of Presentation

For all periods presented, the accompanying consolidated financial statements include the accounts of Mid Penn Bancorp, Inc., its wholly-owned subsidiary, Mid Penn Bank, andfive wholly-owned nonbank subsidiaries, MPB Realty, LLC, MPB Financial Services, LLC, which includes MPB Wealth Management, LLC (which ceased operating during the first quarter

of 2024), MPB Risk Services, LLC, and MPB Launchpad Fund I, LLC. As of June 30, 2025, the accounts and activities of these nonbank subsidiaries were not material to warrant separate disclosure or segment reporting. As a result, Mid Penn has onlyone reportable segment for financial reporting purposes. All material intercompany accounts and transactions have been eliminated in consolidation.

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Mid Penn believes the information presented is not misleading, and the disclosures are adequate. For comparative purposes, the June 30, 2024 and December 31, 2024 balances have been reclassified, when necessary, to conform to the 2025 presentation. Such reclassifications had no impact on net income or total shareholders’ equity. In the opinion of management, all adjustments necessary for fair presentation of the periods presented have been reflected in the accompanying consolidated financial statements. All such adjustments are of a normal, recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2024 Annual Report.

Subsequent Events

Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2025 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the issuance date of these consolidated financial statements. There were no events or transactions that occurred subsequent to the balance sheet date that would require adjustment or disclosure to the financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Material estimates subject to significant change include the allowance for credit losses, the expected cash flows and collateral values associated with loans that are individually evaluated for credit losses, the carrying value of other real estate owned ("OREO"), the fair value of financial instruments, business combination fair value computations, the valuation of goodwill and other intangible assets, stock-based compensation and deferred income tax assets.

Accounting Standards adopted and Updated Significant Accounting Policy

Accounting Standards Pending Adoption

ASU 2023-06: The FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. ASU 2023-06 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2023-09: The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

ASU 2023-09 amends the ASC to enhance income tax disclosures by requiring entities to disclose income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes. Additionally, entities are required to disclose amounts greater than 5% of the total income taxes paid to an individual jurisdiction The amendments are effective for annual periods beginning after December 15, 2024. ASU 2023-09 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-01—The FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope application of profits interest and similar awards.

The amendments in the ASU apply to all reporting entities that account for profits interest awards as compensation to employees or nonemployees in return for goods or services. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. ASU 2024-01 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-02: The FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements.

This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. ASU 2024-02 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-03: The FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

The amendments in the ASU improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2024-04: The FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments

The amendments in the ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in the ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. ASU 2024-04 is not expected to have a significant impact on the Corporation's financial statements.

ASU 2025-01 - The FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date

The amendments in the ASU clarify the effective date of ASU 2024-03 which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in the ASU are effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2025-01 is not expected to have a significant impact on the Corporation's financial statements.

Note 2 -Business Combinations

Commonwealth Benefits Group Acquisition

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

Mid Penn has recognized total goodwill of $1.1 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.

Mid Penn incurred expenses related to the Commonwealth Benefits Group acquisition of $545 thousand for the year ended December 31, 2024, which is included in noninterest expense in the Consolidated Statements of Income.

Charis Insurance Group, Inc. Acquisition

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

Mid Penn has recognized total goodwill of $1.6 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired.

Mid Penn incurred expenses related to the Charis Insurance Group acquisition of $164 thousand for the six months ended June 30, 2025, which is included in noninterest expense in the Consolidated Statements of Income.

William Penn Acquisition

On April 30, 2025, Mid Penn completed its acquisition of 100% of the outstanding shares of William Penn through the merger of William Penn with and into Mid Penn.

This transaction included the acquisition of 12 branches, further expanding Mid Penn's presence in the Philadelphia region and surrounding counties in Pennsylvania and New Jersey.

The merger was an all-stock transaction valued at approximately $103.2 million, based on the company's common stock closing price of $29.05 on April 30, 2025. Each share of William Penn common stock issued and outstanding as of April 30, 2025, was converted into 0.426 shares of Mid Penn common stock. As a result of the acquisition, Mid Penn issued 3,506,795 shares of Mid Penn common stock as consideration for the $103.2 million purchase price. The Company also granted replacement awards for 538,447 stock options, with a fair value of $3.1 million to continuing employees of William Penn. Of this amount, $1.3 million related to pre-combination vesting and was included in purchase price consideration, and $1.8 million related to post-combination vesting and will be recognized as expense of the combined company over the remaining vesting period.

Mid Penn has recognized total Goodwill of $5.7 million, and a core deposit intangible asset of $9.0 million as a result of this acquisition. This is calculated as the excess of both the consideration exchanged and liabilities assumed compared to the fair value of identifiable assets acquired. Goodwill is primarily comprised of expected synergies and an assembled workforce. Goodwill is not deductible for income tax purposes.

Mid Penn incurred expenses related to the William Penn acquisition of $10.8 million and $11.2 million for the three and six months ended June 30, 2025, respectively, which is included in noninterest expense in the Consolidated Statements of Income.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. Mid Penn considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment. As part of the William Penn Acquisition, Mid Penn acquired PCD loans and leases of $358 thousand. The non-credit discount on the PCD loans and leases was $15 thousand and the Day 1 fair value was $343 thousand. The initial provision expense for non-PCD loans associated with the William Penn Acquisition was $2.3 million.

Estimated fair values of the assets acquired and liabilities assumed in the William Penn Acquisition as of the closing date are as follows:

(In thousands)
Assets acquired:
Cash and cash equivalents$41,404
Federal funds sold553
Investment securities186,564
Loans405,271
Core deposit intangible9,002
Premises and equipment6,858
Operating lease right of use asset6,340
Cash surrender value of life insurance42,928
Deferred income taxes15,399
Accrued interest receivable2,271
Other assets11,094
Total assets acquired$727,684
Liabilities assumed:
Deposits:
Noninterest-bearing demand$61,677
Interest-bearing demand121,521
Money Market178,285
Savings76,983
Time181,293
Operating lease liability6,340
Accrued interest payable29
Other liabilities4,052
Total liabilities assumed$630,181
Consideration transferred$103,213
Fair value of common stock issued103,206
Cash paid in lieu of fractional shares7
Total$103,213
Reconciliation to Consideration Transferred:
Total assets acquired$727,684
Total liabilities assumed630,181
Net assets acquired97,503
Goodwill5,710
Consideration transferred$103,213

The fair values of assets acquired and liabilities assumed are based on preliminary estimates and, as permitted under GAAP, Mid Penn has up to twelve months following the date of the Merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger. During this measurement period, Mid Penn may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.

From the acquisition date of April 30, 2025 through June 30, 2025, William Penn contributed approximately $4.4 million of total revenue and $693 thousand of net income to Mid Penn's consolidated results for the three months ended June 30, 2025.

The following supplemental pro forma information presents certain financial results for the three and six months ended June 30, 2025 and 2024 as if the merger of William Penn was effective as of January 1, 2024. The supplemental unaudited pro forma financial information included in the table below is based on various estimates and is presented for informational purposes only and does not indicate the results of operations of the combined company that would have been achieved for the periods presented had the transaction been completed as of the date indicated or that may be achieved in the future.

(In thousands)Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Net interest income after provision for credit losses - loans$49,705$41,445$96,429$83,024
Noninterest income7,7415,96212,51712,627
Noninterest expense47,87633,44378,61967,034
Net income$5,642$11,494$18,932$23,638

Note 3 -Investment Securities

AFS Securities

At June 30, 2025, the fair value of AFS securities totaled $404.7 million. At June 30, 2025, no securities were identified that violated credit loss triggers; therefore, no DCF analysis was performed, and no credit loss was recognized on any of the securities available for sale.

Accrued interest receivable is excluded from the estimate of credit losses for AFS securities. At June 30, 2025, accrued interest receivable totaled $1.8 million for AFS securities, and was reported inaccrued interest receivable on the accompanying Consolidated Balance Sheet.

HTM Securities

At June 30, 2025, Mid Penn’s HTM securities totaled $364.0 million. The Company primarily held highly rated HTM securities, including taxable and tax-exempt securities issued mainly by the U.S government, state governments, and political subdivisions. As of June 30, 2025, the majority of Mid Penn's HTM securities were rated as A1/BBB by Moody's and/or Standard & Poor's ratings services. Credit ratings of HTM securities, which are a key factor in estimating expected credit losses, are reviewed on a quarterly basis.

At June 30, 2025, Mid Penn had no HTM securities that were past due 30 days or more as to principal or interest payments. Mid Penn had no HTM securities classified as nonaccrual at June 30, 2025. Therefore, no allowance for credit losses was recorded as of June 30, 2025.

Accrued interest receivable is excluded from the estimate of credit losses for HTM securities. At June 30, 2025, accrued interest receivable totaled $1.6 million for HTM securities and was reported inaccrued interest receivable on the accompanying Consolidated Balance Sheet.

The following tables set forth the amortized cost and estimated fair value of investment securities for the periods presented:

June 30, 2025
(In thousands)AmortizedCostGross Unrealized GainsGross UnrealizedLossesEstimated Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies$17,800$—$419$17,381
Mortgage-backed U.S. government agencies357,1241,57114,650344,045
State and political subdivision obligations4,337—6703,667
Corporate debt securities42,0281272,50339,652
Total available-for-sale debt securities421,2891,69818,242404,745
Held-to-maturity
U.S. Treasury and U.S. government agencies$233,510$—$20,675$212,835
Mortgage-backed U.S. government agencies34,90814,38330,526
State and political subdivision obligations73,16525,85967,308
Corporate debt securities22,446—1,31721,129
Total held-to-maturity debt securities364,029332,234331,798
Total$785,318$1,701$50,476$736,543
December 31, 2024
(In thousands)AmortizedCostGross Unrealized GainsGross UnrealizedLossesEstimated Fair Value
Available-for-sale
U.S. Treasury and U.S. government agencies$22,247$—$740$21,507
Mortgage-backed U.S. government agencies222,4641119,531202,944
State and political subdivision obligations4,309—7133,596
Corporate debt securities35,750—3,32032,430
Total available-for-sale debt securities$284,770$11$24,304$260,477
Held-to-maturity
U.S. Treasury and U.S. government agencies$241,941$—$28,133$213,808
Mortgage-backed U.S. government agencies37,593—5,50832,085
State and political subdivision obligations77,462—6,84070,622
Corporate debt securities25,451—1,31824,133
Total held-to-maturity debt securities382,447—41,799340,648
Total$667,217$11$66,103$601,125

Estimated fair values of debt securities are based on quoted market prices, where applicable. If quoted market prices are not available, fair values are based on quoted market prices of instruments of a similar type, credit quality and structure, adjusted for differences between the quoted instruments and the instruments being valued. See "Note 8 -Fair Value Measurement," for additional information.

Investment securities having a fair value of $490.7 million at June 30, 2025 and $440.0 million at December 31, 2024 were pledged primarily to secure public deposits, some Trust department deposit accounts, and certain other borrowings. In accordance with legal provisions for alternatives other than pledging of investments, Mid Penn also obtains letters of credit from the FHLB to secure certain public deposits. These FHLB letter of credit commitments totaled $158.6 million as of June 30, 2025 and $156.0 million as of December 31, 2024.

The following tables present gross unrealized losses and fair value of debt investment securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the periods presented:

(Dollars in thousands)Less Than 12 Months12 Months or MoreTotal
June 30, 2025NumberofSecuritiesEstimatedFairValueGrossUnrealizedLossesNumberofSecuritiesEstimatedFairValueGrossUnrealizedLossesNumberofSecuritiesEstimatedFairValueGrossUnrealizedLosses
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies—$—$—10$17,381$41910$17,381$419
Mortgage-backed U.S. government agencies23225,1671,01989118,87813,631112344,04514,650
State and political subdivision obligations136—83,63167093,667670
Corporate debt securities410,319—1729,3332,5032139,6522,503
Total available-for-sale debt securities28$235,522$1,019124$169,223$17,223152$404,745$18,242
Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies———138212,83520,675138212,83520,675
Mortgage-backed U.S. government agencies3282—6130,2444,3836430,5264,383
State and political subdivision obligations83,1851515864,1235,84416667,3085,859
Corporate debt securities48,48881012,6411,3091421,1291,317
Total held-to-maturity debt securities1511,95523367319,84332,211382331,79832,234
Total43$247,477$1,042491$489,066$49,434534$736,543$50,476
(Dollars in thousands)Less Than 12 Months12 Months or MoreTotal
December 31, 2024NumberofSecuritiesEstimatedFairValueGrossUnrealizedLossesNumberofSecuritiesEstimatedFairValueGrossUnrealizedLossesNumberofSecuritiesEstimatedFairValueGrossUnrealizedLosses
Available-for-sale securities:
U.S. Treasury and U.S. government agencies—$—$—12$21,507$74012$21,507$740
Mortgage-backed U.S. government agencies972,4991,84791130,44517,684100202,94419,531
State and political subdivision obligations———83,59671383,596713
Corporate debt securities———1832,4303,3201832,4303,320
Total available-for-sale securities972,4991,847129187,97822,457138260,47724,304
Held-to-maturity securities:
U.S. Treasury and U.S. government agencies—$—$—143$213,808$28,133143$213,808$28,133
Mortgage-backed U.S. government agencies216316231,9225,5076432,0855,508
State and political subdivision obligations83,1763016967,4466,81017770,6226,840
Corporate debt securities410,500—1113,6331,3181524,1331,318
Total held to maturity securities1413,83931385326,80941,768399340,64841,799
Total23$86,338$1,878514$514,787$64,225537$601,125$66,103

At June 30, 2025 and 2024, the majority of the unrealized losses on securities in an unrealized loss position were attributable to U.S. Treasury and U.S. government agencies, and mortgage-backed U.S. government agencies.

Mid Penn had no securities considered by management to be credit related losses as of June 30, 2025 and 2024, and did not record any securities losses in the respective periods ended on these dates. Mid Penn does not consider the securities with unrealized losses on the respective dates to be credit related losses as the unrealized losses were deemed to be temporary changes in value related to market movements in interest yields at various periods similar to the maturity dates of holdings in the investment portfolio, and not reflective of an erosion of credit quality.

There wereno gross realized gains and losses on sales of available-for-sale debt securities for the six months ended June 30, 2025 and 2024.

The table below illustrates the contractual maturity of debt investment securities at amortized cost and estimated fair value. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without call or prepayment penalties.

(In thousands)Available-for-saleHeld-to-maturity
June 30, 2025AmortizedCostFairValueAmortizedCostFairValue
Due in 1 year or less$7,000$6,942$23,502$23,262
Due after 1 year but within 5 years21,45020,989146,772138,790
Due after 5 years but within 10 years34,87132,140145,251128,203
Due after 10 years84462913,59611,017
64,16560,700329,121301,272
Mortgage-backed securities357,124344,04534,90830,526
$421,289$404,745$364,029$331,798

Note 4 -Loans and Allowance for Credit Losses - Loans

Loans, net of unearned income, are summarized as follows by portfolio segment:

(In thousands)June 30, 2025December 31, 2024
Commercial real estate
CRE Nonowner Occupied$1,342,512$1,251,010
CRE Owner Occupied708,782624,007
Multifamily392,802412,900
Farmland227,953224,709
Total Commercial real estate2,672,0492,512,626
Commercial and industrial730,560705,392
Construction
Residential Construction96,50399,399
Other Construction322,642326,171
Total Construction419,145425,570
Residential mortgage
1-4 Family 1st Lien412,000313,592
1-4 Family Rental417,755336,636
HELOC and Junior Liens173,123140,392
Total Residential Mortgage1,002,878790,620
Consumer8,2668,862
Total loans$4,832,898$4,443,070

Total loans are stated at the amount of unpaid principal, adjusted for net deferred fees and costs. Net deferred loan fees were $3.6 million and $3.8 million as of June 30, 2025 and December 31, 2024, respectively.

Accrued interest receivable is not included in the amortized cost basis of Mid Penn's loans. Accrued interest receivable for loans totaled $24.7 million and $22.9 million as of June 30, 2025 and December 31, 2024, respectively, with no related ACL and was reported inother assets on the accompanying Consolidated Balance Sheet.

Past Due and Nonaccrual Loans

The performance and credit quality of the loan portfolio is monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The classes of the loan portfolio summarized by the past due status as of June 30, 2025 and December 31, 2024, are summarized as follows:

(In thousands)30-59Days PastDue60-89Days PastDueGreaterthan 90DaysTotal PastDueCurrentTotal LoansLoansReceivable > 90 Days andAccruing
Commercial real estate
CRE Nonowner Occupied$1,657$329$6,028$8,014$1,334,498$1,342,512$—
CRE Owner Occupied3,1195303003,949704,833708,782—
Multifamily————392,802392,802—
Farmland1,213——1,213226,740227,953—
Total Commercial real estate5,9898596,32813,1762,658,8732,672,049—
Commercial and industrial—7785581,336729,224730,560—
Construction
Residential Construction787——78795,71696,503—
Other Construction————322,642322,642—
Total Construction787——787418,358419,145—
Residential mortgage
1-4 Family 1st Lien5,9202437926,955405,045412,000—
1-4 Family Rental1,191—1,0012,192415,563417,755—
HELOC and Junior Liens1,7972011,7743,772169,351173,123—
Total Residential Mortgage8,9084443,56712,919989,9591,002,878—
Consumer2119228,2448,266—
Total$15,686$2,082$10,472$28,240$4,804,658$4,832,898$—
(In thousands)30-59Days PastDue60-89Days PastDueGreaterthan 90DaysTotal PastDueCurrentTotal LoansLoansReceivable > 90 Days andAccruing
Commercial real estate
CRE Nonowner Occupied$1,281$1,515$11,658$14,454$1,236,556$1,251,010$—
CRE Owner Occupied3951262352623,655624,007—
Multifamily————412,900412,900—
Farmland184——184224,525224,709—
Total Commercial real estate1,5041,56611,92014,9902,497,6362,512,626—
Commercial and industrial743794871704,521705,392—
Construction
Residential Construction————99,39999,399—
Other Construction————326,171326,171—
Total Construction————425,570425,570—
Residential mortgage
1-4 Family 1st Lien2,8532205163,589310,003313,592—
1-4 Family Rental3747137518336,118336,636—
HELOC and Junior Liens7242092,1573,090137,302140,392—
Total Residential Mortgage3,9514362,8107,197783,423790,620—
Consumer20——208,8428,862—
Total$5,549$2,005$15,524$23,078$4,419,992$4,443,070$—

Loans are placed on nonaccrual status when management determines that the full repayment of principal and collection of interest according to contractual terms is no longer likely, generally when the loan becomes 90 days or more past due. Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025December 31, 2024
(In thousands)With a Related AllowanceWithout a Related AllowanceTotalWith a Related AllowanceWithout a Related AllowanceTotal
Commercial real estate
CRE Nonowner Occupied3,7372,2906,0272,62211,15313,775
CRE Owner Occupied—1,9791,979—546546
Multifamily—143143—154154
Total Commercial real estate3,7374,4128,1492,62211,85314,475
Commercial and industrial4,6065275,1337583,8944,652
Construction
Residential Construction——————
Other Construction——————
Total Construction——————
Residential mortgage
1-4 Family 1st Lien—1,6101,610—1,0281,028
1-4 Family Rental—1,0591,059—176176
HELOC and Junior Liens—2,2462,246—2,2792,279
Total Residential Mortgage$—$4,915$4,915$—$3,483$3,483
Consumer19—19———
Total loans$8,362$9,854$18,216$3,380$19,230$22,610

The amount of interest income recognized on nonaccrual loans was approximately $674 thousand and $132 thousand during the three months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, the amount of interest income recognized on nonaccrual loans was approximately $801 thousand and $291 thousand, respectively.

Credit Quality Indicators

Mid Penn categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. On a minimum of a quarterly basis, Mid Penn analyzes loans individually to classify the loans according to their credit risk. The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.

PASS - This type of classification consists of 6 subcategories:

Nominal Risk / Pass - This loan classification is a credit extension of the highest quality.

Moderate Risk / Pass - This type of classification has strong financial ratios, substantial debt capacity, and low leverage with a very favorable comparison to industry peers or better than average improving trends.

Good Acceptable Risk / Pass - This type of classification is a reasonable credit risk having financial ratios on par with its peers and demonstrates slightly improving trends over time; the Borrower lists good quality assets with relatively low leverage and ample debt capacity.

Average Acceptable Risk / Pass - This type of classification has financial ratios and assets that are of above average quality; however, the leverage is worse than average compared to industry standards; the Borrower should have a good repayment history and possess consistent earnings with some growth.

Marginally Acceptable Risk / Pass - This type of classification has financial ratios consistent with industry averages, assets of average quality with ascertainable values, acceptable leverage, moderate capital assets and an acceptable reliance on trade debt; however, the Borrower demonstrates marginally adequate earnings, cash flow and debt service plus positive trends.

Weak/Monitor Risk (Watch list) / Pass - This type of classification has financial ratios that are slightly below standard industry averages and assets are below average quality with unstable values; fixed assets could be near or at the end of their useful life and liabilities may not match the asset structure.

SPECIAL MENTION - These credits have developing weaknesses deserving extra attention from the lender and lending management. They are currently protected, but potentially weak. The weakness may be, cash flow, leverage, liquidity, management, industry or other factors which may, if not checked or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date.

SUBSTANDARD - These credit extensions also have well defined weaknesses, which are inadequately protected by the current worth and debt service capacity of the Borrowers or the collateral pledged, if any. The repayment of principal and interest as originally intended can be jeopardized by defined weaknesses related to adverse financial, managerial, economic, market or political conditions.

DOUBTFUL - These credits have definite weaknesses inherent in Substandard loans with added characteristics that are severe enough to make further collection in full highly questionable and improbable based on the current trends.

LOSS - These loans are considered uncollectible and no longer a viable asset of the Bank. They lack an identifiable source of repayment based on an inability to generate sufficient cash flow to service their debt. All trends are negative and the damage to the financial condition of the Borrower can’t be reversed now or in the near future.

The following table presents risk ratings by loan portfolio segment and origination year, which is the year of origination or renewal.

June 30, 2025
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis
(In thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total
CRE Nonowner Occupied
Pass$32,647$104,022$196,423$370,058$176,840$428,945$14,707$1,323,642
Special mention————2,0003,053—5,053
Substandard or lower——1,540——12,277—13,817
Total CRE Nonowner Occupied32,647104,022197,963370,058178,840444,27514,7071,342,512
Gross charge offs———(691)———(691)
Current period recoveries—————2—2
Net charge offs———(691)—2—(689)
CRE Owner Occupied
Pass58,85369,010101,512112,49070,411267,70613,720693,702
Special mention———2,0741746,299—8,547
Substandard or lower—527—2,7932312,0159676,533
Total CRE Owner Occupied58,85369,537101,512117,35770,816276,02014,687708,782
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
Multifamily
Pass3,5015,59966,628119,09288,483105,1254,184392,612
Special mention—————47—47
Substandard or lower—————143—143
Total Multifamily3,5015,59966,628119,09288,483105,3154,184392,802
Gross charge offs————————
Current period recoveries————————
Net charge offs————————
Farmland
Pass15,21626,04928,96353,83339,67347,49313,120224,347
Special mention——126—1,1492,1411903,606
Substandard or lower————————
Total Farmland15,21626,04929,08953,83340,82249,63413,310227,953
Gross charge offs————————
Current period recoveries————————
Net charge offs————————
Commercial and industrial
Pass66,015107,25683,31375,85149,49599,056230,411711,397
Special mention—11751110591,7675872,691
Substandard or lower——9,9171005271,3204,60816,472
Total commercial and industrial66,015107,37393,28176,06150,081102,143235,606730,560
Gross charge offs—————(203)—(203)
Current period recoveries——1——8—9
Net charge offs——1——(195)—(194)
Residential Construction
Pass9,94741,24931,2982,687——11,32296,503
Special mention————————
Substandard or lower————————
Total Residential Construction9,94741,24931,2982,687——11,32296,503
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
Other Construction
Pass35,92369,49671,29287,0088,82322,79627,304322,642
Special mention————————
Substandard or lower————————
Total Other Construction35,92369,49671,29287,0088,82322,79627,304322,642
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
1-4 Family 1st Lien
Performing9,62328,41963,75553,80244,375206,5871,362407,923
Non-performing—————4,077—4,077
Total 1-4 Family 1st Lien9,62328,41963,75553,80244,375210,6641,362412,000
Gross charge offs————————
Current period recoveries—————85—85
Net recoveries—————85—85
1-4 Family Rental
Performing17,19725,23052,049103,71964,892149,5981,895414,580
Non-performing——146—1,7541,275—3,175
Total 1-4 Family Rental17,19725,23052,195103,71966,646150,8731,895417,755
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
HELOC and Junior Liens
Performing4,0575,68516,8139,8275,12916,258110,370168,139
Non-performing—1,170149164—2,1251,3764,984
Total HELOC and Junior Liens4,0576,85516,9629,9915,12918,383111,746173,123
Gross charge offs————————
Current period recoveries————————
Net charge offs————————
Consumer
Performing2,2851,3949603853217862,1168,247
Non-performing——19————19
Total consumer2,2851,3949793853217862,1168,266
Gross charge offs—————(30)—(30)
Current period recoveries—————20—20
Net charge offs—————(10)—(10)
Total
Pass$222,102$422,681$579,429$821,019$433,725$971,121$314,768$3,764,845
Special mention—1171772,1843,38213,30777719,944
Substandard or lower—52711,4572,89375815,7555,57536,965
Performing33,16260,728133,577167,733114,717373,229115,743998,889
Nonperforming—1,1703141641,7547,4771,37612,255
Total$255,264$485,223$724,954$993,993$554,336$1,380,889$438,239$4,832,898
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis
(In thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
CRE Nonowner Occupied
Pass$85,501$176,018$343,072$152,157$130,650$325,478$11,732$1,224,608
Special mention—————3,105—3,105
Substandard or lower—1,5151,260—3,28117,241—23,297
Total CRE Nonowner Occupied85,501177,533344,332152,157133,931345,82411,7321,251,010
Gross charge offs————————
Current period recoveries—————2—2
Net recoveries—————2—2
CRE Owner Occupied
Pass52,92299,065106,87666,16077,774199,72511,630614,152
Special mention—2224,991227—2,133—7,573
Substandard or lower———194—2,088—2,282
Total CRE Owner Occupied52,92299,287111,86766,58177,774203,94611,630624,007
Gross charge offs————————
Current period recoveries—————4—4
Net recoveries—————4—4
Multifamily
Pass4,84366,119118,568101,87140,45078,0702,771412,692
Special mention—————54—54
Substandard or lower—————154—154
Total Multifamily4,84366,119118,568101,87140,45078,2782,771412,900
Gross charge offs————————
Current period recoveries————————
Net charge offs————————
Farmland
Pass27,44931,25956,17842,69325,11924,72914,801222,228
Special mention—128———2,1631902,481
Substandard or lower————————
Total Farmland27,44931,38756,17842,69325,11926,89214,991224,709
Gross charge offs————————
Current period recoveries————————
Net charge offs————————
Commercial and industrial
Pass114,175106,65778,70254,31221,53292,723222,525690,626
Special mention—6250331—3,5344,4988,628
Substandard or lower———8921,1681,6322,4466,138
Total commercial and industrial114,175106,71979,20555,23522,70097,889229,469705,392
Gross charge offs—(201)——(206)(412)—(819)
Current period recoveries—————1—1
Net charge offs—(201)——(206)(411)—(818)
Residential construction
Pass34,27537,22215,559——2,00710,33699,399
Special mention————————
Substandard or lower————————
Total Residential construction34,27537,22215,559——2,00710,33699,399
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
Other construction
Pass66,71194,619104,43911,66410,98311,92825,827326,171
Special mention————————
Substandard or lower————————
Total Other construction66,71194,619104,43911,66410,98311,92825,827326,171
Gross charge offs————————
Current period recoveries————————
Net recoveries————————
1-4 Family 1st Lien
Performing27,58059,76245,94634,74342,72798,8912,915312,564
Non-performing————211817—1,028
Total 1-4 Family 1st Lien27,58059,76245,94634,74342,93899,7082,915313,592
Gross charge offs—————(7)—(7)
Current period recoveries—————16—16
Net recoveries—————9—9
1-4 Family Rental
Performing28,73551,48888,59459,39735,22269,8902,009335,335
Non-performing—147——595559—1,301
Total 1-4 Family Rental28,73551,63588,59459,39735,81770,4492,009336,636
Gross charge offs—————(2)—(2)
Current period recoveries—————22—22
Net recoveries—————20—20
HELOC and Junior Liens
Performing6,09616,1259,8564,8452,18210,88788,122138,113
Non-performing—21———1,2571,0012,279
Total HELOC and Junior Liens6,09616,1469,8564,8452,18212,14489,123140,392
Gross charge offs——(21)————(21)
Current period recoveries————————
Net charge offs——(21)————(21)
Consumer
Performing4,2149723543941072342,5878,862
Non-performing————————
Total consumer4,2149723543941072342,5878,862
Gross charge offs——(2)——(50)—(52)
Current period recoveries——1——38—39
Net charge offs——(1)——(12)—(13)
Total
Pass$385,876$610,959$823,394$428,857$306,508$734,660$299,622$3,589,876
Special mention—4125,494258—10,9894,68821,841
Substandard or lower—1,5151,2601,0864,44921,1152,44631,871
Performing66,625128,347144,75099,37980,238179,90295,633794,874
Nonperforming—168——8062,6331,0014,608
Total$452,501$741,401$974,898$529,580$392,001$949,299$403,390$4,443,070

Mid Penn had no loans classified as "doubtful" as of June 30, 2025 and December 31, 2024. There was $11 thousand and $861 thousand in loans for which formal foreclosure proceedings were in process at June 30, 2025 and December 31, 2024, respectively.

Collateral-Dependent Loans

A financial asset is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of financial assets deemed collateral-dependent, Mid Penn elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, Mid Penn records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of various types of real estate, including residential properties; commercial properties such as retail centers, office buildings, and lodging; agriculture land; and vacant land. Total collateral-dependent loans as of June 30, 2025 were $18.2 million.

Allowance for Credit Losses

Mid Penn’s ACL - loans methodology follows guidance within FASB ASC Subtopic 326-20. The ACL - loans 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 - loans. The ACL - loans is an estimate of expected losses inherent within Mid Penn’s existing loan portfolio. The ACL - loans is adjusted through the PCL 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 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 judgement 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 peer group divergence. 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.

The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: a collective, or pooled, component for estimated expected credit losses for pools of loans that share similar risk characteristics, and an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. In estimating the ACL for the collective component, loans are segregated into loan pools based on loan purpose codes and similar risk characteristics.

The commercial real estate and residential mortgage loan portfolio segments include loans for both commercial and residential properties that are secured by real estate. The underwriting process for these loans includes analysis of the financial position and strength of both the borrower and, if applicable, guarantor, experience with similar projects in the past, market demand and prospects for successful completion of the proposed project within the established budget and schedule, values of underlying collateral, availability of permanent financing, maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods and minimum debt service coverage requirements, based on property type. The borrower’s financial strength and capacity to repay their obligations remain the primary focus of underwriting. Financial strength is evaluated based upon analytical tools that consider historical and projected cash flows and performance, in addition to analysis of the proposed project for income-producing properties. Additional support offered by guarantors is also considered when applicable. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.

The commercial and industrial loan portfolio segment includes commercial loans made to many types of businesses for various purposes, such as short-term working capital loans that are usually secured by accounts receivable and inventory, equipment and fixed asset purchases that are secured by those assets, and term financing for those within Mid Penn’s geographic markets. Mid Penn’s credit underwriting process for commercial and industrial loans includes analysis of historical and projected cash flows and performance, evaluation of financial strength of both borrowers and guarantors as reflected in current and detailed financial information, and evaluation of underlying collateral to support the credit.

The consumer loan portfolio segment is comprised of loans which are underwritten after evaluating a borrower’s capacity, credit and collateral. Several factors are considered when assessing a borrower’s capacity, including the borrower’s employment, income, current debt, assets and level of equity in the property. Credit is assessed using a credit report that provides credit scores and the borrower’s current and past information about their credit history. Loan-to-value and debt-to-income ratios, loan amount and lien position are also considered in assessing whether to originate a loan. These borrowers are particularly susceptible to downturns in economic trends, such as conditions that negatively affect housing prices and demand and levels of unemployment.

Mid Penn utilizes a DCF method to estimate the quantitative portion of the allowance for credit losses for loan pools. The DCF is based off of historical losses, including peer data, which is correlated to national unemployment and GDP.

The PD and LGD measures are used in conjunction with prepayment data as inputs into the DCF model to calculate the cash flows at the individual loan level. Contractual cash flows based on loan terms are adjusted for PD, LGD and prepayments to derive loss cash flows. These loss cash flows are discounted by the loan’s coupon rate to arrive at the discounted cash flow based quantitative loss. The prepayment studies are updated quarterly by a third-party for each applicable pool.

Mid Penn determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools. To the extent the lives of the loans in the Loans held for investment (LHFI) portfolio extend beyond this forecast period, Mid Penn uses a reversion period of four quarters and reverts to the historical mean on a straight-line basis over the remaining life of the loans.

Qualitative factors used in the ACL methodology include the following:

Lending process

Concentrations of credit

Peer Group Divergence

The ACL for individual loans, such as non-accrual and PCD, that do not share risk characteristics with other loans is measured as the difference between the discounted value of expected future cash flows, based on the effective interest rate at origination, and the amortized cost basis of the loan, or the net realizable value. The ACL is the difference between the loan’s net realizable value and its amortized cost basis (net of previous charge-offs and deferred loan fees and costs), except for collateral-dependent loans. A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The expected credit loss for collateral-dependent loans is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, adjusted for the estimated cost to sell. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or the "as is" value of the collateral, normally from recently received and reviewed appraisals. Current appraisals are ordered on a regular basis based on the inspection date or more often if market conditions necessitate. Appraisals are obtained from state-certified appraisers and are based on certain assumptions, which may include construction or development status and the highest and best use of the property. These appraisals are reviewed by Mid Penn’s Appraisal Review Department to ensure they are acceptable, and values are adjusted down for costs associated with asset disposal. If the calculated expected credit loss is determined to be permanent or not recoverable, the amount of the expected credit loss is charged off.

Mid Penn may also purchase loans or acquire loans through a business combination. At the purchase or acquisition date, loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination. Loans that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans. In its evaluation of whether a loan has experienced more than insignificant deterioration in credit quality since origination, Mid Penn takes into consideration loan grades, past due and nonaccrual status. Mid Penn may also consider external credit rating agency ratings for borrowers and for non-commercial loans, FICO score or band, probability of default levels, and number of times past due. At the purchase or acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses. The initial recognition of expected credit losses on PCD loans has no impact on net income. When the initial measurement of expected credit losses on PCD loans is calculated on a pooled loan basis, the expected credit losses are allocated to each loan within the pool. Any difference between the initial amortized cost basis and the unpaid principal balance of the loan represents a noncredit discount or premium, which is accreted (or amortized) into interest income over the life of the loan. Subsequent changes to the ACL on PCD loans are recorded through the PCL. For purchased loans that are not deemed to have experienced more than insignificant credit deterioration since origination and are therefore not deemed PCD, any discounts or premiums included in the purchase price are accreted (or amortized) over the contractual life of the individual loan.

Loans are charged off against the ACL-loans, with any subsequent recoveries credited back to the ACL-loans account. Expected recoveries may not exceed the aggregate of amounts previously charged off and expected to be charged off.

The following tables present the activity in the ACL - loans by portfolio segment for the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024:

(In thousands)Balance at March 31, 2025PCD LoansCharge offsRecoveriesNet loans (charged off) recoveredProvision/(Benefit) for credit losses (1)Three Months EndedJune 30, 2025
Commercial Real Estate
CRE Nonowner Occupied$10,380$89$(691)$1$(690)$819$10,598
CRE Owner Occupied5,722100———6086,430
Multifamily3,32431———(1,377)1,978
Farmland2,075————232,098
Commercial and industrial7,86436(203)3(200)4028,102
Construction
Residential Construction830————128958
Other Construction1,899————5372,436
Residential Mortgage
1-4 Family 1st Lien1,58237—83834942,196
1-4 Family Rental1,74047———4712,258
HELOC and Junior Liens4043———113520
Consumer18—(15)11(4)2741
Total$35,838$343$(909)$98$(811)$2,245$37,615
(In thousands)Balance at December 31, 2024PCD LoansCharge offsRecoveriesNet loans (charged off) recoveredProvision/(Benefit) for credit losses (1)Six Months EndedJune 30, 2025
Commercial Real Estate
CRE Nonowner Occupied$11,047$89$(691)$2$(689)$151$10,598
CRE Owner Occupied5,243100———1,0876,430
Multifamily3,43231———(1,485)1,978
Farmland1,932————1662,098
Commercial and industrial7,12236(203)9(194)1,1388,102
Construction
Residential Construction931————27958
Other Construction2,131————3052,436
Residential Mortgage
1-4 Family 1st Lien1,50337—85855712,196
1-4 Family Rental1,75647———4552,258
HELOC and Junior Liens3923———125520
Consumer25—(30)20(10)2641
Total$35,514$343$(924)$116$(808)$2,566$37,615

(1) Includes a $2.3 million initial provision on non-PCD loans acquired in the William Penn transaction

(In thousands)Balance at March 31, 2024Charge offsRecoveriesNet loans (charged off) recoveredProvision/(Benefit) for credit lossesThree Months EndedJune 30, 2024
Commercial Real Estate
CRE Nonowner Occupied$10,417$—$—$—$230$10,647
CRE Owner Occupied5,602—442245,830
Multifamily2,370———8393,209
Farmland2,002———572,059
Commercial and industrial6,500(56)—(56)4906,934
Construction
Residential Construction1,176———(47)1,129
Other Construction2,171———(158)2,013
Residential Mortgage
1-4 Family 1st Lien1,271—77711,349
1-4 Family Rental1,539(2)22201451,704
HELOC and Junior Liens457———(60)397
Consumer19(4)117(9)17
Total$33,524$(62)$44$(18)$1,782$35,288
(In thousands)Balance at December 31, 2023Charge offsRecoveriesNet loans (charged off) recoveredProvision/(Benefit) for credit lossesSix Months EndedJune 30, 2024
Commercial Real Estate
CRE Nonowner Occupied$10,267$—$—$—$380$10,647
CRE Owner Occupied5,646—441805,830
Multifamily2,202———1,0073,209
Farmland2,064———(5)2,059
Commercial and industrial7,131(56)—(56)(141)6,934
Construction
Residential Construction1,256———(127)1,129
Other Construction2,146———(133)2,013
Residential Mortgage
1-4 Family 1st Lien1,207(7)7—1421,349
1-4 Family Rental1,859(2)2220(175)1,704
HELOC and Junior Liens389(21)—(21)29397
Consumer20(26)17(9)617
Total$34,187$(112)$50$(62)$1,163$35,288

The following table presents the ACL for loans and the amortized cost basis of the loans by the measurement methodology used as of June 30, 2025 and December 31, 2024:

(In thousands) · ACL - Loans · Loans
June 30, 2025Collectively Evaluated for Credit LossIndividually Evaluated for Credit LossTotal ACL - LoansCollectively Evaluated for Credit LossIndividually Evaluated for Credit LossTotal Loans
Commercial real estate
CRE Nonowner Occupied$9,654$944$10,598$1,336,486$6,026$1,342,512
CRE Owner Occupied6,430—6,430706,8031,979708,782
Multifamily1,978—1,978392,659143392,802
Farmland2,098—2,098227,953—227,953
Commercial and industrial7,5485548,102725,4265,134730,560
Construction
Residential Construction958—95896,503—96,503
Other Construction2,436—2,436322,642—322,642
Residential mortgage
1-4 Family 1st Lien2,196—2,196410,3901,610412,000
1-4 Family Rental2,258—2,258416,6961,059417,755
HELOC and Junior Liens520—520170,8772,246173,123
Consumer2219418,247198,266
Total$36,098$1,517$37,615$4,814,682$18,216$4,832,898
(In thousands) · ACL - Loans · Loans
December 31, 2024Collectively Evaluated for Credit LossIndividually Evaluated for Credit LossTotal ACL - LoansCollectively Evaluated for Credit LossIndividually Evaluated for Credit LossTotal Loans
Commercial real estate
CRE Nonowner Occupied$9,945$1,102$11,047$1,237,235$13,775$1,251,010
CRE Owner Occupied5,243—5,243623,461546624,007
Multifamily3,432—3,432412,746154412,900
Farmland1,932—1,932224,709—224,709
Commercial and industrial6,7853377,122700,7404,652705,392
Construction
Residential Construction931—93199,399—99,399
Other Construction2,131—2,131326,171—326,171
Residential mortgage
1-4 Family 1st Lien1,503—1,503312,5641,028313,592
1-4 Family Rental1,756—1,756336,460176336,636
HELOC and Junior Liens392—392138,1132,279140,392
Consumer25—258,862—8,862
Total$34,075$1,439$35,514$4,420,460$22,610$4,443,070

Modifications to Borrowers Experiencing Financial Difficulty

From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, or a combination thereof, among other things.

There wereno new modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, 2025.

Information related to loans modified (by type of modification) for the three and six months ended June 30, 2024, whereby the borrower was experiencing financial difficulty at the time of modification, is set forth in the following table:

There were no new modifications to borrowers experiencing financial difficulty for the three months ended June 30, 2024.

(In thousands)Interest OnlyTerm ExtensionCombination:Interest Only and Term ExtensionTotal% of Total Class of Financing Receivable
HELOC and Junior Liens$—$—$92$920.07%
Total Residential Mortgage——92920.01%
Total loans$—$—$92$92

The financial effects of the interest-only loan modifications reduced the monthly payment amounts for the borrower and the term extensions in the table above added 2.0 years to the life of the loan, which also reduced the monthly payment amounts for the borrower.

As of June 30, 2025, there were no defaulted modified loans, as all modified loans were current with respect to their associated forbearance agreements. There were also no defaults on modified loans within twelve months of restructure during 2024.

Note 5 -Deposits

Deposits consisted of the following as of June 30, 2025 and December 31, 2024:

(Dollars in thousands)June 30, 2025% of Total DepositsDecember 31, 2024% of Total Deposits
Noninterest-bearing demand deposits$857,07215.7%$759,16916.2%
Interest-bearing demand deposits1,191,21421.9%1,101,44423.5%
Money market1,243,91822.8%958,05120.4%
Savings337,6076.2%260,2585.5%
Total demand and savings3,629,81166.6%3,078,92265.6%
Time1,819,85333.4%1,611,00534.4%
Total deposits$5,449,664100.0%$4,689,927100.0%

The scheduled maturities of time deposits at June 30, 2025 were as follows:

Time Deposits
(In thousands)Less than $250,000$250,000 or more
Maturing in 2025$962,350$276,458
Maturing in 2026389,419113,146
Maturing in 202743,8392,638
Maturing in 202814,646561
Maturing in 202910,339255
Maturing thereafter5,610592
$1,426,203$393,650

Mid Penn had $299.8 million and $319.8 million in brokered certificates of deposits as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, Mid Penn had $103.7 million and $83.7 million of CDAR (Certificate of Deposit Account Registry) deposits, respectively.

Note 6 -Derivative Financial Instruments

Mid Penn manages its exposure to certain interest rate risks through the use of derivatives; however, none are entered into for speculative purposes. In 2025, Mid Penn entered into outstanding derivative contracts designated as hedges. Mid Penn’s free-standing derivative financial instruments are required to be carried at their fair value on the Consolidated Balance Sheets.

Loan-level Interest Rate Swaps

Mid Penn enters into loan-level interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. Mid Penn simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of the offsetting customer and dealer counterparty swap agreements is that the customer pays a fixed rate of interest and Mid Penn receives a floating rate. Mid Penn’s loan-level interest rate swaps are considered derivatives but are not accounted for using hedge accounting.

Information related to loan level swaps is set forth in the following table:

June 30, 2025December 31, 2024
(Dollars in thousands)
Interest rate swaps on loans with customers
Notional amount$244,223$217,150
Weighted average remaining term (years)4.655.11
Receive fixed rate (weighted average)4.92%4.68%
Pay variable rate (weighted average)6.67%6.64%
Estimated fair value (1)$9,934$11,118
June 30, 2025December 31, 2024
(Dollars in thousands)
Interest rate swaps on loans with correspondents
Notional amount$244,223$217,150
Weighted average remaining term (years)4.655.11
Receive variable rate (weighted average)6.67%6.64%
Pay fixed rate (weighted average)4.92%4.68%
Estimated fair value (2)$9,934$11,118

(1) The net amount of the estimated fair value is disclosed in Other Liabilities on the Consolidated Balance Sheet.

(2) The net amount of the estimated fair value is disclosed in Other Assets on the Consolidated Balance Sheet.

Cash Flow Hedges of Interest Rate Risk

Mid Penn’s objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, Mid Penn primarily uses interest rate swaps as part of its interest rate risk management strategy.

Information related to cash flow hedges is set forth in the following table:

June 30, 2025December 31, 2024
(Dollars in thousands)
Cash flow hedges
Notional amount$295,000$295,000
Weighted average remaining term (years)1.171.55
Pay fixed rate (weighted average)3.10%3.64%
Receive variable rate (weighted average)3.80%4.10%
Estimated fair value (1)$481$2,590

(1) Estimated fair value, net of accrued interest receivable, is disclosed in Other Assets on the Consolidated Balance Sheet.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on Mid Penn’s variable-rate liabilities. During the next twelve months, Mid Penn estimates that an additional $633 thousand will be reclassified as a decrease to interest expense.

Note 7 -Accumulated Other Comprehensive (Loss) Income

The changes in each component of accumulated other comprehensive loss, net of taxes, are as follows:

(In thousands)Unrealized Loss onSecuritiesUnrealized Holding Losses on Interest Rate Derivatives used in Cash Flow HedgesDefined BenefitPlansTotal
Balance at March 31, 2025$(15,233)$501$569$(14,163)
OCI before reclassifications2,755(338)(10)2,407
Amounts reclassified from AOCI————
Balance at June 30, 2025$(12,478)$163$559(11,756)
Balance at December 31, 2024$(18,889)$1,485$579$(16,825)
OCI before reclassifications6,411(1,322)65,095
Amounts reclassified from AOCI——(26)(26)
Balance at June 30, 2025$(12,478)$163$559$(11,756)
Balance at March 31, 2024$(19,050)$2,230$(127)$(16,947)
OCI before reclassifications(201)28(3)(176)
Amounts reclassified from AOCI————
Balance at June 30, 2024$(19,251)$2,258$(130)$(17,123)
Balance at December 31, 2023$(17,339)$820$(118)$(16,637)
OCI before reclassifications(1,912)1,4385(469)
Amounts reclassified from AOCI——(17)(17)
Balance at June 30, 2024$(19,251)$2,258$(130)$(17,123)

Note 8 -Fair Value Measurement

Mid Penn uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. Mid Penn groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs. The fair value hierarchy is as follows:

Level 1 - Inputs that represent quoted prices for identical instruments in active markets.

Level 2- Inputs that represent quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3- Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

There were no transfers of assets between fair value Level 1 and Level 2 during the three and six months ended June 30, 2025 or the year ended December 31, 2024.

The following tables illustrate the assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets.

(In thousands) · Level 1 · Level 2 · Level 3 · Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies$—$17,381$—$17,381
Mortgage-backed U.S. government agencies—344,045—344,045
State and political subdivision obligations—3,667—3,667
Corporate debt securities—39,652—39,652
Equity securities437——437
Loans held for sale—6,101—6,101
Other assets:
Derivative assets—10,415—10,415
Other liabilities:
Derivative liabilities—9,9349,934
(In thousands)Level 1Level 2Level 3Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies$—$21,507$—$21,507
Mortgage-backed U.S. government agencies—202,944—202,944
State and political subdivision obligations—3,596—3,596
Corporate debt securities—32,430—32,430
Equity securities428——428
Loans held for sale—7,064—7,064
Other assets:
Derivative assets—13,708—13,708
Other liabilities:
Derivative Liabilities—11,118—11,118

The valuation methodologies and assumptions used to estimate the fair value for the items in the preceding tables are as follows:

Available for sale investment securities - The fair value of equity and debt securities classified as available for sale is determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather, relying on the securities’ relationship to other benchmark quoted prices.

Equity securities -The fair value of equity securities with readily determinable fair values is recorded on the Consolidated Balance Sheet, with realized and unrealized gains and losses reported in other expense on the Consolidated Statements of Income.

Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value. Fair values as of June 30, 2025 were measured as the price that secondary market investors were offering for loans with similar characteristics.

Derivative instruments - Interest rate swaps are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair value. These characteristics classify interest rate swap agreements as Level 2.

Mortgage banking derivatives - represent the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors and the fair value of interest rate swaps. The fair values of Mid Penn’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. These characteristics classify Mortgage banking derivatives as Level 2. As of June 30, 2025, Mortgage banking derivatives are not considered material.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, upon their acquisition or when there is evidence of impairment).

The following table illustrates financial instruments measured at fair value on a nonrecurring basis:

(In thousands)Level 1Level 2Level 3Total
Individually evaluated loans, net of ACL$—$—$16,699$16,699
Foreclosed assets held for sale——9,8169,816
(In thousands)Level 1Level 2Level 3Total
Individually evaluated loans, net of ACL$—$—$21,171$21,171
Foreclosed assets held for sale——4444

Net loans - This category consists of loans that were individually evaluated for credit losses, net of the related ACL, and have been classified as Level 3 assets. All of Mid Penn’s individually evaluated loans for 2025 and 2024, whether reporting

a specific allowance allocation or not, are considered collateral-dependent. Mid Penn utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.

Foreclosed assets held for sale - Values are based on appraisals that consider the sales prices of property in the proximate vicinity.

The following table presents additional information about the valuation techniques for level 3 assets measured at fair value on a nonrecurring basis.

(In thousands) · Fair Value · Valuation Technique · Significant Unobservable Input · Range of Inputs · Weighted Average
Individually evaluated loans, net of ACL$16,699Appraisal of collateralAppraisal adjustments8%-100%24.8%
Foreclosed assets held for sale9,816Appraisal of collateralAppraisal adjustments26%-95%59.3%
(In thousands)Fair ValueValuation TechniqueSignificant Unobservable InputRange of InputsWeighted Average
Individually evaluated loans, net of ACL$21,171Appraisal of collateralAppraisal adjustments—%-100%5.6%
Foreclosed assets held for sale44Appraisal of collateralAppraisal adjustments26%-26%26.0%

The following tables summarize the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn's financial instruments as of the periods presented:

CarryingAmount · Estimated Fair Value
(In thousands) · Level 1 · Level 2 · Level 3 · Total
Financial instruments - assets
Cash and cash equivalents$336,852$336,852$—$—$336,852
Available-for-sale securities404,745—404,745—404,745
Held-to-maturity securities364,029—331,798—331,798
Equity securities437437——437
Loans held for sale6,101—6,101—6,101
Net loans4,795,283——4,813,5084,813,508
Restricted investment in bank stocks7,1107,110—7,110
Accrued interest receivable28,54628,546——28,546
Derivative assets10,415—10,415—10,415
Financial instruments - liabilities
Deposits$5,449,664$—$5,454,062$—$5,454,062
Short-term borrowings—————
Long-term debt (1)20,383—20,233—20,233
Subordinated debt37,303—35,838—35,838
Accrued interest payable13,42113,421——13,421
Derivative liabilities9,934—9,934—9,934

(1)Long-term debt excludes finance lease obligations.

Estimated Fair Value
(In thousands) · CarryingAmount · Level 1 · Level 2 · Level 3 · Total
Financial instruments - assets
Cash and cash equivalents$70,564$70,564$—$—$70,564
Available-for-sale securities260,477—260,477—260,477
Held-to-maturity securities382,447—340,648—340,648
Equity securities428428——428
Loans held for sale7,064—7,064—7,064
Net loans4,407,556——4,430,6234,430,623
Restricted investment in bank stocks7,4617,461—7,461
Accrued interest receivable26,84626,846——26,846
Derivative assets13,708—13,708—13,708
Financial instruments - liabilities
Deposits$4,689,927$—$4,684,548$—$4,684,548
Short-term debt2,000—2,000—2,000
Long-term debt (1)20,540—19,120—19,120
Subordinated debt45,741—42,811—42,811
Accrued interest payable13,48413,484——13,484
Derivative liabilities11,118—11,118—11,118

(1)Long-term debt excludes finance lease obligations.

The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of June 30, 2025 and December 31, 2024.

Note 9 -Commitments and Contingencies

Guarantees and commitments to extend credit

Mid Penn is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. The commitments include various guarantees and commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Mid Penn evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the customer. Standby letters of credit and financial guarantees written are conditional commitments to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Mid Penn had $65.1 million and $64.3 million of standby letters of credit outstanding as of June 30, 2025 and December 31, 2024, respectively. Mid Penn does not anticipate any losses because of these transactions. The amount of the liability as of June 30, 2025 and December 31, 2024 for payment under standby letters of credit issued was not considered material.

Mid Penn is required to estimate expected credit losses for OBS credit exposures which are not unconditionally cancellable. Mid Penn maintains a separate ACL on OBS credit exposures, including unfunded loan commitments and letters of credit, which is included in other liabilities on the accompanying Consolidated Balance Sheets.

The ACL - OBS is adjusted as a provision for OBS commitments in provision for credit losses. The estimate includes consideration of the likelihood that funding will occur, an estimate of exposure at default that is derived from utilization rate assumptions using a non-modeled approach, and PD and LGD estimates that are derived from the same models and approaches for Mid Penn's other loan portfolio segments described in "Note 4 - Loans and Allowance for Credit Losses - Loans" above, as these unfunded commitments share similar risk characteristics with these loan portfolio segments.

The ACL - OBS was $3.2 million and $2.9 million as of June 30, 2025 and December 31, 2024, respectively. A provision for credit losses - credit commitments of $24 thousand and a benefit for credit losses - credit commitments of $178 thousand were recorded for the three months ended June 30, 2025 and June 30, 2024, respectively. A provision for credit losses - credit commitments of $4 thousand and a benefit for credit losses - credit commitments of $496 thousand were recorded for the six months ended June 30, 2025 and June 30, 2024, respectively.

The following table presents the activity in the ACL - OBS by segment for the three and six June 30, 2025 and 2024:

(in thousands)Balance at March 31, 2025(Benefit)/Provision for credit lossThree months ended June 30, 2025
1-4 Family Rental$13$3$16
C&I1,322(120)1,202
CRE NonOwner Occupied1094113
CRE Owner Occupied10513118
Consumer3—3
Farmland112(13)99
HELOC & Junior Liens9530125
Multifamily22123
Other Construction & Land6603821,042
Residential Construction471(2)469
Residential First Liens7—7
$2,919$298$3,217
in thousandsBalance at December 31, 2024(Benefit)/Provision for credit lossSix months ended June 30, 2025
1-4 Family Rental$16$—$16
C&I1,165371,202
CRE NonOwner Occupied132(19)113
CRE Owner Occupied9820118
Consumer3—3
Farmland92799
HELOC & Junior Liens9233125
Multifamily27(4)23
Other Construction & Land7922501,042
Residential Construction516(47)469
Residential First Liens617
$2,939$278$3,217
(in thousands)Balance at March 31, 2024(Benefit)/Provision for credit lossThree months ended June 30, 2024
1-4 Family Rental$11$2$13
C&I1,138161,154
CRE NonOwner Occupied8525110
CRE Owner Occupied1208128
Consumer3—3
Farmland95297
HELOC & Junior Liens113(17)96
Multifamily171027
Other Construction & Land928(145)783
Residential Construction731(76)655
Residential First Liens8(3)5
$3,249$(178)$3,071
in thousandsBalance at December 31, 2023(Benefit)/Provision for credit lossSix months ended June 30, 2024
1-4 Family Rental$11$2$13
C&I1,270(116)1,154
CRE NonOwner Occupied113(3)110
CRE Owner Occupied10622128
Consumer3—3
Farmland108(11)97
HELOC & Junior Liens100(4)96
Multifamily24327
Other Construction & Land1,036(253)783
Residential Construction778(123)655
Residential First Liens18(13)5
$3,567$(496)$3,071

Litigation

Mid Penn and its subsidiaries are subject to various pending and threatened legal proceedings or other matters arising out of the normal conduct of business in which claims for monetary damages are asserted. As of the date of this report, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of such pending or threatened matters will be material to Mid Penn’s consolidated financial position. On at least a quarterly basis, Mid Penn assesses its liabilities and contingencies in connection with such matters. For those matters where it is probable that Mid Penn will incur losses and the amounts of the losses can be reasonably estimated, Mid Penn records an expense and corresponding liability in its consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to Mid Penn and involves elements of judgment and significant uncertainties. While Mid Penn does not believe that the outcome of pending or threatened litigation or other matters will be material to Mid Penn’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause Mid Penn to incur additional expenses, which could be significant, and possibly material, to Mid Penn’s results of operations in any future period.

Note 10 -Debt

Short-term FHLB and Correspondent Bank Borrowings

Total short-term borrowings were zero and $2.0 million as of June 30, 2025 and December 31, 2024, respectively. Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than a year. Federal funds purchased from correspondent banks mature inone business day and reprice daily based on the Federal Funds rate. Advances from the FHLB are collateralized by the Bank’s investment in the common stock of the FHLB and by a blanket lien on selected loan receivables comprised principally of real estate secured loans within the Bank’s portfolio totaling $2.5 billion at June 30, 2025. The Bank had a short-term borrowing capacity from the FHLB as of June 30, 2025 up to the Bank’s unused borrowing capacity of $1.6 billion (equal to $1.7 billion of maximum borrowing capacity, less the aggregate amount of FHLB letter of credits securing public funds deposits, and other FHLB advances and obligations outstanding) upon satisfaction of any stock purchase requirements of the FHLB.

The Bank also has unused overnight lines of credit with other correspondent banks amounting to $35.0 million at June 30, 2025. No draws were made on these lines as of June 30, 2025 and December 31, 2024.

Long-term Debt

The following table presents a summary of long-term debt as of June 30, 2025 and December 31, 2024.

(Dollars in thousands)June 30, 2025December 31, 2024
FHLB fixed rate instruments:
Due February 2026, 4.51%$20,000$20,000
Due August 2026, 4.80%369523
Due February 2027, 6.71%1417
Total FHLB fixed rate instruments20,38320,540
Lease obligations included in long-term debt2,9913,063
Total long-term debt$23,374$23,603

As a member of the FHLB, the Bank can access a number of credit products which are utilized to provide liquidity. The FHLB fixed rate instruments obtained by the Bank are secured under the terms of a blanket collateral agreement with the FHLB consisting of FHLB stock and qualifying Bank loan receivables, principally real estate secured loans. The Bank also obtains letters of credit from the FHLB to secure certain public fund deposits of municipality and school district customers who agree to use of the FHLB letters of credit as a legally allowable alternative to investment pledging. These FHLB letter of credit commitments totaled $158.6 million and $156.0 million as of June 30, 2025 and December 31, 2024, respectively.

Note 11 -Subordinated Debt

Subordinated Debt Assumed November 2021 with the Riverview Acquisition

On November 30, 2021, Mid Penn completed its acquisition of Riverview and assumed $25.0 million of subordinated notes (the "Riverview Notes"). In accordance with purchase accounting principles, the Riverview Notes were assigned a fair value premium of $2.3 million. The notes are treated as Tier 2 capital for regulatory reporting purposes.

The Riverview Notes were entered into by Riverview on October 6, 2020 with certain qualified institutional buyers and accredited institutional investors. The Riverview Notes have a maturity date of October 15, 2030 and initially bear interest, payable semi-annually, at a fixed annual rate of 5.75% per annum until October 15, 2025. Commencing on that date, the interest rate applicable to the outstanding principal amount due will be reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 563 bps, payable quarterly until maturity. Mid Penn may redeem the Riverview Notes at par, in whole or in part, at its option, anytime beginning on October 15, 2025, subject to any required regulatory approvals.

Subordinated Debt Issued December 2020

On December 22, 2020, Mid Penn entered into agreements for and sold at 100% of their principal amount, an aggregate of $12.2 million of its subordinated notes due December 2030 (the "December 2020 Notes") on a private placement basis to accredited investors. The December 2020 Notes are treated as Tier 2 capital for regulatory capital purposes.

The December 2020 Notes bear interest at a rate of 4.5% per year for the first five years and then float at the Wall Street Journal’s Prime Rate plus 50 bp, provided that the interest rate applicable to the outstanding principal balance during the period the December 2020 Notes are floating will at no time be less than 4.5%. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2021. The December 2020 Notes will mature on December 31, 2030 and are redeemable, in whole or in part, without premium or penalty, on any interest payment date on or after December 31, 2025 and prior to December 31, 2030, subject to any required regulatory approvals. Additionally, if (i) all or any portion of the December 2020 Notes cease to be deemed Tier 2 Capital, (ii) interest on the December 2020 Notes fails to be deductible for United States federal income tax purposes, or (iii) Mid Penn will be considered an "investment company," Mid Penn may redeem the December 2020 Notes, in whole but not in part, by giving 10 days’ notice to the holders of the December 2020 Notes. In the event of a redemption described in the previous sentence, Mid Penn will redeem the December 2020 Notes at 100% of the principal amount of the December 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the December 2020 Notes may not accelerate the maturity of the December 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary. Related parties held $750 thousand of the December 2020 Notes as of June 30, 2025 and December 31, 2024.

Subordinated Debt Issued March 2020

On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $15.0 million aggregate principal amount of its subordinated notes due March 2030 (the "March 2020 Notes"). The March 2020 Notes were treated as Tier 2 capital for regulatory capital purposes.

The March 2020 Notes bear interest at a rate of 4.0% per year for the first five years and then float at the Wall Street Journal’s Prime Rate, provided that the interest rate applicable to the outstanding principal balance during the period the March 2020 Notes are floating will at no time be less than 4.25%. Interest is payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2020, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 30, June 30, September 30 and December 30.

The March 2020 Notes were redeemable in whole or in part, without premium or penalty, at any time on or after March 30, 2025 and prior to March 30, 2030. Mid Penn redeemed the remaining March 2020 Notes in whole on June 30, 2025.

Note 12 -Common Stock and Equity Incentive Plans

Treasury Stock Repurchase Program

Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020, and renewed through April 30, 2026 by Mid Penn’s Board of Directors on April 23, 2025. The Program authorizes the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock. Under the Program, Mid Penn conducts repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Repurchases under the Program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The Program is able to be modified, suspended or terminated at any time, at Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The Program does not obligate Mid Penn to repurchase any shares.

During the six months ended June 30, 2025, Mid Penn repurchased 62,812 shares of common stock at an average price of $28.31. All 62,812 shares were repurchased in the three months ended June 30, 2025. As of June 30, 2025, Mid Penn had repurchased an aggregate of 503,534 shares of common stock at an average price of $23.47 per share under the Program. The Program had approximately $3.2 million remaining available for repurchase as of June 30, 2025.

Dividend Reinvestment Plan

Under Mid Penn’s amended and restated DRIP,300,000 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance. The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.

Equity Incentive Plans

On May 9, 2023, shareholders approved the 2023 Stock Incentive Plan, which authorizes Mid Penn to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Company, and replaces the 2014 Restricted Stock Plan. The aggregate number of shares of common stock of the Company available for issuance under the Plans is 550,000 shares.

As of June 30, 2025, a total of 310,804 restricted shares were granted under the Plans, of which 114,030 shares were unvested. The Plan's shares granted and vested resulted in $2.4 million and $321 thousand in share-based compensation expense for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, the Plan's shares granted and vested resulted in share-based compensation expense of $2.6 million and $623 thousand, respectively.

Share-based compensation expense relating to restricted stock is calculated using grant date fair value and is recognized on a straight-line basis over the vesting periods of the awards. Restricted shares granted to employees vest in equal amounts on the anniversary of the grant date over the vesting period and the expense is a component of salaries and benefits expense on the Consolidated Statement of Income. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally betweenone andfour years. Restricted shares granted to directors have atwelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the Consolidated Statement of Income.

Equity Awards Assumed from William Penn Acquisition

In connection with the acquisition of William Penn on April 30, 2025, the Company issued 3,506,795 shares of common stock as purchase consideration and assumed outstanding equity awards of William Penn, consisting of 538,447 stock options and 215,386 restricted stock units (RSUs). These awards were converted into equivalent awards of the Company's common stock, of which,273,000 stock options and 109,205 restricted stock units remained unvested as of June 30, 2025.

Compensation expense for stock options was $680 thousand for the three and six months ended June 30, 2025. As of June 30, 2025, unrecognized compensation expense related to unvested options was $1.1 million. Compensation expense for restricted stock awards was $1.4 million for the three and six months ended June 30, 2025. As of June 30, 2025, unrecognized compensation cost related to unvested restricted stock was $1.8 million.

The assumed awards are subject to the original vesting terms and conditions included in the Company's outstanding stock-based compensation plans.

Note 13 -Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding plus the effect of potentially dilutive common shares, which include stock options and unvested restricted stock awards, using the treasury stock method.

The following data shows the amounts used in computing basic and diluted earnings per common share:

Three Months Ended June 30,Six Months Ended June 30,
(In thousands, except per share data)2025202420252024
Net income$4,762$11,771$18,504$23,904
Weighted average common shares outstanding (basic)21,566,61716,576,28320,467,34916,572,102
Effect of dilutive stock based compensation awards (includes unvested restricted stock and stock options)32,81829,070301,48536,761
Weighted average common shares outstanding (diluted)21,599,43516,605,35320,768,83416,608,863
Basic earnings per common share$0.22$0.71$0.90$1.44
Diluted earnings per common share0.220.710.891.44

Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented. There were 367,400 and 111,994 stock options that were anti-dilutive for the three and six months ended June 30, 2025, respectively. These stock options were assumed in the William Penn acquisition. There wereno antidilutive instruments for the three and six months ended June 30, 2024.

Note 14 -Segment Reporting

Mid Penn operates as a single reportable segment, providing a broad range of banking and financial services to individuals, businesses, and institutional clients. These services include commercial and consumer lending, deposit products, wealth management, insurance, and treasury management solutions. The Chief Executive Officer and the Chief Financial Officer are the Mid Penn Chief Operating Decision Makers ("CODM"). The CODM regularly evaluates financial performance and allocates resources on a consolidated basis.

The following table presents certain information reviewed by management:

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2025202420252024
Net interest income$48,206$38,766$90,715$75,222
Provision for credit losses2,2691,6042,570667
Noninterest income6,1435,32911,38211,166
Noninterest expense47,79828,22478,44056,744
(Benefit)/Provision for Income taxes(480)2,4962,5835,073
Net income4,76211,77118,50423,904
Total assets$6,354,543$5,391,749$6,354,543$5,391,749

Other Segment Information

Revenue Composition: Mid Penn generates revenue primarily from net interest income and non-interest income, including fees from deposit accounts, wealth management, insurance, and treasury services.

Capital Allocation & Performance Metrics: The CODM assesses performance based on key financial metrics, including net interest margin, return on average assets ("ROAA"), return on average equity ("ROAE") and core efficiency ratio.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.