MID PENN BANCORP INC

This proxy summary highlights information contained elsewhere in the proxy statement. You should review the complete proxy statement before voting.

2026 Annual Meeting Information

How to Vote

Proposals to be Presented at the 2026 Annual Meeting of Shareholders

We present below a brief description of each of the proposals to be presented for action by the shareholders at the 2026 Annual Meeting. Detailed information regarding each proposal can be found beginning at the page indicated. The Board is not aware of any matters other than those described below that may come before the meeting.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS – PAGE 1

The Board unanimously recommends a vote FOR the election of each of the nominees listed above.

PROPOSAL NO. 2:

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION – PAGE 24

The second item of business to be acted upon by the shareholders is a vote on the compensation paid to the Corporation’s named executive officers, commonly referred to as“say-on-pay”. Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into consideration the outcome of the vote when considering future executive compensation arrangements.

The Board unanimously recommends a vote FOR approval of the compensation of the named executive officers, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in this Proxy Statement.

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PROPOSAL NO. 3:

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 – PAGE 43

The third item of business to be acted upon by the shareholders is the ratification of the selection of the Corporation’s independent auditors for 2026. The Corporation is asking its shareholders to ratify the selection of Deloitte & Touche LLP as its independent registered public accounting firm for the year ending December 31, 2026. Although this ratification is not required by the Corporation’s Bylaws or otherwise, the Board is submitting the selection to its shareholders for ratification as a matter of good corporate practice.

The Board unanimously recommends that shareholders vote FOR ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2026.

Mission Statement

To reward all of our shareholders, critically serve and support all of our customers and communities, and cherish all of our employees.

2025 Highlights

Key Financial Accomplishments

Community Support

In 2025, Mid Penn Bancorp, Inc. and its subsidiaries raised and contributed $2.78 million to local community and nonprofit organizations.

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Corporate Responsibility

Mid Penn is committed to conducting its business in a fair and ethical manner. Our approach to corporate responsibility reflects our focus on sound governance, responsible business practices and workforce development. These efforts are guided by executive leadership and carried out through policies, programs and practices across the organization, with oversight provided by the Board through its Nominating and Corporate Governance Committee.

Environmental Responsibility

Mid Penn Bank is committed to operating in a sustainable manner. In 2025, we continued a multi-year process of converting all facilities to energy-efficient systems and finishes to minimize carbon footprint.

Social Impact

Beyond its community support initiatives, Mid Penn is deeply invested in the professional growth and well-being of its employees. Our success depends on a highly-skilled, motivated and valued workforce and employees are provided with professional development opportunities to build the skills and knowledge needed to support the Corporation’s goals and their own career growth.

In 2025, we continued to employ Human Capital Management practices that support effective hiring, talent development and succession planning. The Corporation provides structured learning and development opportunities through Mid Penn University and other professional development initiatives that support role-based training and leadership development. Employees are also eligible for tuition assistance programs that support continued education while working. Mid Penn reinforces employee growth through individualized development planning, mentoring, job shadowing and performance coaching, and offers early-career development opportunities that provide students and emerging professionals with practical experience and exposure to the banking and financial services industry while strengthening the Corporation’s future talent pipeline.

We also offer competitive compensation and benefits packages that reflect the needs of our workforce. These include medical, dental and vision coverage, life and disability insurance, paid time off, parental leave, education reimbursement and retirement benefits, including a 401(k)-match. In addition to base salary and benefits, employees participate in incentive plans that align with the Corporation’s philosophy of allowing employees to share in its performance and success.

The Corporation maintains equal employment opportunity, non-discrimination and anti-harassment policies as outlined in our employee handbook and a formal Code of Ethics, and remains committed to fostering a respectful and inclusive workplace. As part of this commitment, the Corporation provides employee resource groups that encourage collaboration and professional connections across the organization.

Governance and Ethics

We are committed to achieving excellence in our governance practices to establish a strong foundation for the Corporation’s long-term success. We conduct our business in a manner that is fair, ethical and responsible to earn and maintain the trust of our customers, employees, investors, partners and regulators.

Our Code of Ethics ensures that our directors, officers and employees remain in compliance with all applicable rules and regulations. Our Board of Directors, with 12 (out of 14) independent directors, is responsible for oversight of the management of the Corporation and its business for the long-term benefit of our shareholders. Our corporate governance policies and practices include Board and committee evaluations and continuing director education. Our Whistleblower and Complaint Policy supports our governance framework, and the Board’s Nominating and Corporate Governance Committee oversees corporate governance practices.

Our internal risk management teams oversee compliance with applicable laws and regulations and coordinate with subject matter experts throughout the business to identify, monitor and mitigate risk, including information security and cybersecurity risks. These teams maintain rigorous testing programs and regularly provide updates to the Board. The Corporation maintains a robust Information Security program that incorporates physical, logical and written controls to safeguard systems and customer information. The Corporation uses encryption technologies, access controls and monitoring tools, and applies vendor risk management practices in the evaluation of third-party vendors. To support these efforts, employees receive ongoing cybersecurity and information security awareness training to promote responsible data protection practices across the organization.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS