Form 8-K

8-K — MID PENN BANCORP INC

Accession: 0000879635-26-000042

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0000879635

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — mpb-20260722.htm (Primary)

EX-99.1 (mpb-20260630xexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mpb-20260722.htm · Sequence: 1

mpb-20260722

FALSE000087963500008796352026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania 1-13677 25-1666413

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2407 Park Drive

Harrisburg, Pennsylvania

1.866.642.7736

17110

(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code)

(Zip Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value per share MPB

The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2026, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended June 30, 2026. A copy of the Corporation’s press release dated July 22, 2026 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

Dividend Declaration

On July 22, 2026, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.23 per common share payable on August 14, 2026 to shareholders of record as of August 3, 2026.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

99.1

Press release, dated July 22, 2026, of Mid Penn Bancorp, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MID PENN BANCORP, INC.

(Registrant)

Date: July 22, 2026

By: /s/ Rory G. Ritrievi

Rory G. Ritrievi

President and Chief Executive Officer

EX-99.1

Filename: mpb-20260630xexx991.htm · Sequence: 2

Document

Exhibit 99.1

PRESS RELEASE

Mid Penn Bancorp, Inc.

2407 Park Drive

Harrisburg, PA 17110

1-866-642-7736

CONTACTS

Rory G. Ritrievi

Chair, President & Chief Executive Officer

Justin T. Webb

Chief Financial Officer

MID PENN BANCORP, INC. REPORTS SECOND QUARTER EARNINGS

AND DECLARES 63RD CONSECUTIVE QUARTERLY DIVIDEND

July 22, 2026 – Harrisburg, PA – Mid Penn Bancorp, Inc. (NASDAQ: MPB) ("Mid Penn"), the parent company of Mid Penn Bank (the "Bank") and MPB Financial Services, LLC, today reported net income available to common shareholders ("earnings") of $21.7 million, or $0.86 per basic common share and $0.85 per diluted common share, for the quarter ended June 30, 2026, compared to $4.8 million, or $0.22 per basic and diluted common share, for the second quarter of 2025. Earnings exceeded the consensus analyst estimate of $0.79 per diluted common share for the second quarter of 2026. Mid Penn also declared a quarterly cash dividend of $0.23 per common share, up 4.55% from the prior quarter.

Key Highlights of the Second Quarter of 2026:

•Net income available to common shareholders for the second quarter of 2026 was $21.7 million, an increase of $16.9 million or 355.5% compared to the second quarter of 2025, and an increase of $13.0 million, or 149.2%, compared to the first quarter of 2026. The year-over-year increase reflects the William Penn and 1st Colonial acquisitions, while the linked-quarter comparison reflects a full quarter of 1st Colonial results. Earnings per basic common share for the second quarter of 2026 were $0.86 and $0.85 per diluted common share, an increase from $0.22 per both basic and diluted common share in the second quarter of 2025.

•Net interest margin increased to 4.06% for the quarter ended June 30, 2026, from 3.80% for the first quarter of 2026, and 3.44% for the second quarter of 2025. This represents increases of 26 and 62 basis points ("bps") compared to the first quarter of 2026 and second quarter of 2025, respectively. The increase from the second quarter of 2025 was driven by higher investment securities yields, higher loan yields, and lower funding costs.

•Loan balances increased $107.2 million, or 7.8% (annualized), during the second quarter of 2026 compared to the first quarter of 2026. Total loans increased $784.3 million, or 16.2%, to $5.6 billion at June 30, 2026, compared to $4.8 billion at June 30, 2025. Excluding the $597.5 million of loans acquired in the 1st Colonial acquisition, organic loan growth was $186.8 million from June 30, 2025.

•Deposits decreased $17.7 million, or 1.2% (annualized), during the second quarter of 2026 compared to the first quarter of 2026. Total deposits increased $503.6 million, or 9.2%, to $6.0 billion from June 30, 2025. Excluding $747.1 million of deposits from the 1st Colonial acquisition, organic deposits decreased $243.4 million, or 17.9% (annualized), from June 30, 2025, primarily reflecting the planned reduction of approximately $225 million in brokered certificates of deposit during 2025.

•The core efficiency ratio(1) improved to 59.82% in the second quarter of 2026, compared to 63.52% in the first quarter of 2026, and 62.56% in the second quarter of 2025. This improvement was driven by higher net interest income and disciplined management of noninterest expense following the 1st Colonial and William Penn acquisitions.

•Book value per common share improved to $35.62 as of June 30, 2026, compared to $35.08 as of March 31, 2026, and $33.85 as of June 30, 2025. Tangible book value per common share (1) was $28.18 as of June 30, 2026, compared to $27.56 and $27.22 as of March 31, 2026 and June 30, 2025, respectively.

•Mid Penn returned capital to shareholders through the repurchase of 76,000 shares of common stock during the second quarter of 2026.

•As a result of the foregoing, the Board of Directors declared a quarterly cash dividend of $0.23 per common share, payable on August 14, 2026, to shareholders of record as of August 3, 2026.

(1) Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.

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

"We are pleased to share our second quarter operating performance with our shareholders. Results include earnings above consensus expectations, meaningful organic loan growth, healthy net interest margin expansion, a reduction in the efficiency ratio to below 60%, stable asset quality, and improvements in both book value and tangible book value.

Comparisons to the second quarter of 2025 and the first quarter of 2026 are somewhat challenging, as both previous periods were impacted by merger and acquisition-related costs, as well as significant balance sheet expansion. However, when measured against analyst expectations and our own internal expectations, second quarter performance was favorable across nearly every key metric.

During the quarter, we were also active in common stock repurchases, placing 76,000 shares into treasury and returning approximately $2.5 million to the shareholders.

In light of this solid second quarter performance, the Board has also elected to increase the quarterly dividend by 4.55%, from $0.22 per share in the first quarter to $0.23 per share in the second quarter.

We look forward to building on this momentum through the remainder of 2026."

Net Interest Income

For the three months ended June 30, 2026, net interest income was $65.3 million, compared to net interest income of $55.3 million for the three months ended March 31, 2026, and $48.2 million for the three months ended June 30, 2025. Interest income for the quarter ended June 30, 2026, includes $4.3 million of loan accretion income related to fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets. The tax-equivalent net interest margin(1) for the three months ended June 30, 2026 was 4.06% compared to 3.80% and 3.44% for the first quarter of 2026 and second quarter of 2025, respectively, representing a 26 bp increase from the first quarter of 2026, and a 62 bp increase compared to the same period in 2025.

The yield on interest-earning assets increased to 5.99% for the quarter ended June 30, 2026, from 5.75% and 5.69%, for the three months ended March 31, 2026, and June 30, 2025, respectively. The increase from the first quarter of 2026 was primarily due to higher yields on loans, including the impact of accretion income on acquired loans.

For the six months ended June 30, 2026, net interest income increased 32.9% to $120.5 million compared to net interest income of $90.7 million for the same period of 2025. The increase was primarily driven by a $26.4 million increase in interest income on loans and a $5.0 million increase in interest income on investment securities, compared to the same period in 2025.

Average Balances

Average balances continue to be impacted by the 1st Colonial acquisition given that the acquisition closed on February 27, 2026. Day one increases in loans, total assets, deposits, and total liabilities were $581.8 million, $842.5 million, $746.9 million, and $751.7 million, respectively.

Average loans increased $504.9 million to $5.6 billion for the quarter ended June 30, 2026, compared to $5.1 billion for the quarter ended March 31, 2026, and increased $863.5 million compared to $4.7 billion for the quarter ended June 30, 2025.

Average deposits were $5.9 billion for the second quarter of 2026, an increase of $545.9 million, or 10.1%, from $5.4 billion in the first quarter of 2026 and an increase of $779.7 million, or 15.1%, from $5.2 billion for the second quarter of 2025, primarily due to the 1st Colonial and William Penn acquisitions, and organic growth. The average cost of deposits was 2.07% for the second quarter of 2026, representing a 2 bp decrease from the first quarter of 2026, and a 34 bp decrease from the second quarter of 2025.

Cost of funds decreased to 2.09%, compared to 2.12% in the first quarter of 2026, primarily reflecting the repricing of higher-cost time deposits as well as a favorable shift in the funding mix, including an $82.8 million increase in noninterest-bearing deposits.

Asset Quality

The total provision for credit losses, including the benefit for credit losses on off-balance sheet credit exposures, was $528 thousand for the three months ended June 30, 2026, compared to the provision for credit losses of $1.6 million for the three months ended March 31, 2026, and a provision for credit losses of $2.3 million for the three months ended June 30, 2025. The quarter-over-quarter change in the provision for credit losses was primarily driven by qualitative adjustments to the CRE owner-occupied portfolio and improved macroeconomic assumptions, offset by an increase in reserve on one individually analyzed C&I loan. Credit quality remained stable during the quarter, supported by minimal net charge-offs and continued disciplined credit risk management. Net charge-offs for the three months ended June 30, 2026, were $22 thousand, or approximately 0.0004% of total average loans.

The provision for credit losses on loans was $2.2 million for the six months ended June 30, 2026, a decrease of $361 thousand compared to the provision for credit losses of $2.6 million for the six months ended June 30, 2025. The decrease for the six months ended June 30, 2026 was primarily attributable to improved macroeconomic assumptions, partially offset by increases from qualitative adjustments to several segments of the portfolio. The benefit for credit losses on off-balance sheet credit exposures was $29 thousand for the three months ended June 30, 2026, compared to the provision of $24 thousand for the three months ended June 30, 2025. The benefit for credit losses on off-balance sheet credit exposures was $83 thousand for the six months ended June 30, 2026, compared to the provision of $4 thousand for the six months ended June 30, 2025.

Allowance for credit losses - loans was 0.74%, 0.75%, and 0.78% of loans, net of unearned income at June 30, 2026, March 31, 2026, and June 30, 2025, respectively.

Total nonperforming assets were $36.8 million at June 30, 2026, compared to nonperforming assets of $38.1 million at March 31, 2026, and $28.0 million at June 30, 2025. The decrease during the second quarter of 2026 was primarily driven by the payoff of one commercial real estate loan with a balance of $1.3 million.

Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.71% at June 30, 2026, compared to 0.70% and 0.58% at March 31, 2026 and June 30, 2025, respectively.

Capital

Shareholders’ equity increased $14.5 million, or 1.6%, to $901.9 million as of June 30, 2026, from $887.4 million as of March 31, 2026. Retained earnings increased $16.1 million, or 7.2%, from $222.2 million as of March 31, 2026 to $238.2 million as of June 30, 2026. Regulatory capital ratios for Mid Penn and the Bank indicate regulatory capital levels in excess of the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at June 30, 2026. Additionally, Mid Penn declared $5.6 million in dividends during the second quarter of 2026.

On April 21, 2026, Mid Penn’s Board of Directors authorized an increase to its treasury stock repurchase program ("the Program"), increasing the authorized repurchase amount to $50.0 million of Mid Penn’s outstanding common stock through April 30, 2027. During the second quarter of 2026, Mid Penn repurchased 76,000 shares under the program. As of June 30, 2026, Mid Penn repurchased a total of 595,891 shares of common stock at an average price of $24.82 per share under the Program.

Noninterest Income

For the three months ended June 30, 2026, noninterest income totaled $10.6 million, an increase of $1.0 million, or 10.2%, from $9.6 million for the first quarter of 2026. The increase was primarily driven by an $805 thousand increase in mortgage banking income, a $336 thousand increase in earnings from the cash surrender value of life insurance, and a $230 thousand increase in fiduciary and wealth management income, partially offset by a $415 thousand decrease in other noninterest income.

For the six months ended June 30, 2026, noninterest income totaled $20.2 million, an increase of $8.8 million, or 77.4%, compared to noninterest income of $11.4 million for the six months ended June 30, 2025. The increase was primarily driven by a $5.0 million increase in fiduciary and wealth management income, reflecting the Cumberland Advisors acquisition, a $981 thousand increase in earnings from the cash surrender value of life insurance, and a $2.0 million increase in other noninterest income, including a $653 thousand increase in insurance commissions, and a $558 thousand increase in death benefits received.

Noninterest Expense

For the three months ended June 30, 2026, noninterest expense totaled $47.8 million, a decrease of $4.2 million, or 8.1%, compared to $52.0 million in the first quarter of 2026. The decrease was primarily driven by a $7.6 million decrease in merger and acquisition expenses, partially offset by a $3.6 million increase in salaries and employee benefits, resulting from the acquisition of 1st Colonial.

For the six months ended June 30, 2026, noninterest expense totaled $99.7 million, an increase of $21.3 million, or 27.1%, compared to $78.4 million for the six months ended June 30, 2025. The increase was primarily driven by a $13.2 million increase in salaries and benefits, reflecting additional staff from the 1st Colonial, Cumberland Advisors, and William Penn acquisitions. Software licensing and utilization costs, occupancy expenses, and legal and professional fees increased $1.9 million, $1.5 million, and $2.0 million, respectively, primarily reflecting Mid Penn's increased size and operational complexity following these acquisitions. Intangible amortization also increased $1.9 million. These increases were partially offset by a $3.5 million decrease in merger and acquisition expenses compared to the same period of 2025.

The core efficiency ratio(1) was 59.8% for the second quarter of 2026, compared to 63.5% for the first quarter of 2026 and 62.6% for the second quarter of 2025. The linked-quarter improvement was primarily driven by growth in net interest income, which outpaced the increase in core noninterest expense associated with a full quarter of 1st Colonial operations. Mid Penn continues to evaluate opportunities to achieve cost synergies as integration progresses.

(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document. Non-GAAP financial measure.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, and market conditions. These statements may be identified by such forward-looking terminology as "continues," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn’s portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; results of the regulatory examination and supervision process and oversight, including changes in monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; the availability of financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements, the possibility that the anticipated benefits of a transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in legacy Mid Penn and target markets; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of a transaction; the ability to complete the integration of Mid Penn and its target successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with a transaction; and other factors that may affect the future results of Mid Penn.

For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events, except as required by law.

SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):

(Dollars in thousands, except per share data) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Ending Balances:

Investment securities $ 878,026 $ 830,499 $ 769,045 $ 781,888 $ 769,211

Loans, net of unearned income 5,617,169 5,509,940 4,862,838 4,821,134 4,832,898

Total assets 7,062,910 6,964,809 6,133,896 6,267,349 6,354,543

Total deposits 5,953,297 5,970,967 5,214,663 5,342,720 5,449,664

Shareholders' equity 901,907 887,405 814,058 796,323 775,708

Average Balances:

Investment securities 843,317 783,768 774,962 782,020 652,105

Loans, net of unearned income 5,588,129 5,083,240 4,844,308 4,804,163 4,724,638

Total assets 6,996,021 6,393,011 6,202,310 6,385,751 6,036,045

Total deposits 5,939,499 5,393,592 5,290,598 5,468,144 5,159,754

Shareholders' equity 892,092 845,553 803,093 783,547 670,491

Three Months Ended

Income Statement: Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Net interest income $ 65,280 $ 55,250 $ 54,751 $ 53,629 $ 48,206

Provision/(benefit) for credit losses (4)

528 1,594 (839) (434) 2,269

Noninterest income 10,586 9,604 7,277 8,183 6,143

Noninterest expense 47,767 51,959 35,848 37,982 47,798

Income before provision for income taxes 27,571 11,301 27,019 24,264 4,282

Provision/(benefit) for income taxes 5,880 2,595 7,572 5,967 (480)

Net income available to shareholders 21,691 8,706 19,447 18,297 4,762

Net income excluding non-recurring income and expenses (1)

22,019 15,294 19,224 17,772 15,074

Per Share:

Basic earnings per common share $ 0.86 $ 0.36 $ 0.84 $ 0.80 $ 0.22

Diluted earnings per common share 0.85 0.36 0.83 0.79 0.22

Cash dividends declared 0.22 0.22 0.22 0.20 0.20

Book value per common share 35.62 35.08 35.32 34.56 33.85

Tangible book value per common share (1)

28.18 27.56 28.76 27.96 27.22

Asset Quality:

Net charge-offs to average loans (3)

0.002 % 0.084 % 0.038 % 0.008 % 0.069 %

Non-performing loans to total loans 0.51 0.54 0.47 0.37 0.38

Non-performing asset to total loans and other real estate 0.65 0.69 0.63 0.57 0.58

Non-performing asset to total assets 0.52 0.55 0.50 0.44 0.44

ACL on loans to total loans 0.74 0.75 0.74 0.77 0.78

ACL on loans to nonperforming loans 146.52 138.68 157.25 207.92 206.49

Profitability:

Return on average assets (3)

1.24 % 0.55 % 1.24 % 1.14 % 0.32 %

Return on average equity (3)

9.75 4.18 9.61 9.26 2.85

Return on average tangible common equity (1) (3)

13.20 5.82 12.29 11.95 4.05

Tax-equivalent net interest margin 4.06 3.80 3.79 3.60 3.44

Core Efficiency ratio (1)

59.82 63.52 55.26 58.80 62.56

Capital Ratios:

Tier 1 Capital (to Average Assets) (2)

10.7 % 11.4 % 11.0 % 10.4 % 10.6 %

Common Tier 1 Capital (to Risk Weighted Assets) (2)

12.8 12.8 13.5 13.9 12.8

Tier 1 Capital (to Risk Weighted Assets) (2)

12.8 12.8 13.5 13.9 12.8

Total Capital (to Risk Weighted Assets) (2)

13.5 13.6 14.3 15.5 14.4

(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.

(2)Regulatory capital ratios as of June 30, 2026 are preliminary estimates while prior period ratios are actual.

(3)Annualized ratio

(4)Includes $2.3 million related to non-PCD loans acquired in the William Penn acquisition on April 30, 2025. This amount reflects accounting guidance in effect prior to Mid Penn's adoption of ASU 2025-08, under which the allowance for certain purchased loans was recognized through provision expense.

CONSOLIDATED BALANCE SHEETS (Unaudited):

(Dollars in thousands, except share data) Jun. 30, 2026 Mar. 31, 2026 Dec. 31, 2025 Sep. 30, 2025 Jun. 30, 2025

ASSETS

Cash and due from banks $ 55,168 $ 60,967 $ 46,695 $ 18,013 $ 52,671

Interest-bearing balances with other financial institutions 15,367 19,383 29,178 24,736 22,828

Federal funds sold 16,111 60,840 23,045 214,420 261,353

Total cash and cash equivalents 86,646 141,190 98,918 257,169 336,852

Investment Securities:

Held to maturity, at amortized cost 372,866 340,957 347,285 354,094 364,029

Available for sale, at fair value 499,773 484,130 416,314 427,352 404,745

Equity securities available for sale, at fair value 5,387 5,412 5,446 442 437

Loans held for sale 16,595 16,554 3,668 6,085 6,101

Loans, net of unearned income 5,617,169 5,509,940 4,862,838 4,821,134 4,832,898

Less: Allowance for credit losses (41,640) (41,105) (36,091) (37,337) (37,615)

Net loans 5,575,529 5,468,835 4,826,747 4,783,797 4,795,283

Premises and equipment, net 49,236 49,611 48,742 48,491 47,732

Operating lease right of use asset 15,872 16,803 15,169 15,700 15,026

Finance lease right of use asset 2,278 2,323 2,368 2,413 2,458

Cash surrender value of life insurance 117,515 116,474 95,351 95,015 94,770

Restricted investment in bank stocks 15,720 10,081 7,576 6,737 7,110

Accrued interest receivable 33,391 32,958 29,640 29,705 28,546

Deferred income taxes 23,227 23,798 21,416 27,475 35,333

Goodwill 157,121 157,121 136,620 136,620 135,473

Core deposit and other intangibles, net 31,173 33,013 14,657 15,586 16,531

Foreclosed assets held for sale 8,390 8,420 7,806 9,346 9,816

Other assets 52,191 57,129 56,173 51,322 54,301

Total Assets $ 7,062,910 $ 6,964,809 $ 6,133,896 $ 6,267,349 $ 6,354,543

LIABILITIES & SHAREHOLDERS’ EQUITY

Deposits:

Noninterest-bearing demand $ 973,371 $ 933,497 $ 834,013 $ 836,374 $ 857,072

Interest-bearing transaction accounts 3,299,576 3,357,497 2,829,175 2,852,361 2,770,877

Time 1,680,350 1,679,973 1,551,475 1,653,985 1,821,715

Total Deposits 5,953,297 5,970,967 5,214,663 5,342,720 5,449,664

Short-term borrowings 137,500 31,500 20,833 — —

Long-term debt 2,902 3,021 23,139 23,258 23,374

Subordinated debt and trust preferred securities — — — 37,149 37,303

Operating lease liability 16,275 17,186 15,405 15,973 15,342

Accrued interest payable 12,175 12,195 10,942 16,460 13,421

Other liabilities 38,854 42,535 34,856 35,466 39,731

Total Liabilities 6,161,003 6,077,404 5,319,838 5,471,026 5,578,835

Shareholders' Equity:

Common stock, par value $1.00 per share; 40.0 million shares authorized 25,924 25,817 23,567 23,551 23,419

Additional paid-in capital 661,903 659,883 589,421 588,405 584,291

Retained earnings 238,224 222,154 219,685 205,320 191,574

Accumulated other comprehensive loss (9,142) (8,157) (6,323) (8,907) (11,756)

Treasury stock (15,002) (12,292) (12,292) (12,046) (11,820)

Total Shareholders’ Equity 901,907 887,405 814,058 796,323 775,708

Total Liabilities and Shareholders' Equity $ 7,062,910 $ 6,964,809 $ 6,133,896 $ 6,267,349 $ 6,354,543

CONSOLIDATED STATEMENTS OF INCOME (Unaudited):

Three Months Ended

(Dollars in thousands, except per share data) Jun. 30, 2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

INTEREST INCOME

Loans, including fees $ 88,574 $ 76,798 $ 76,916 $ 76,262 $ 72,469

Investment securities:

Taxable 7,558 6,501 6,590 6,614 4,637

Tax-exempt 284 297 320 331 344

Other interest-bearing balances 117 110 135 196 142

Federal funds sold 159 220 1,179 3,463 2,428

Total Interest Income 96,692 83,926 85,140 86,866 80,020

INTEREST EXPENSE

Deposits 30,619 27,848 29,930 32,631 30,981

Short-term borrowings 764 702 5 — 86

Long-term and subordinated debt 29 126 454 606 747

Total Interest Expense 31,412 28,676 30,389 33,237 31,814

Net Interest Income 65,280 55,250 54,751 53,629 48,206

Net provision/(benefit) for credit losses (1)

528 1,594 (839) (434) 2,269

Net Interest Income After Provision for Credit Losses 64,752 53,656 55,590 54,063 45,937

NONINTEREST INCOME

Fiduciary and wealth management 3,891 3,661 1,412 1,340 1,406

ATM debit card interchange 1,169 1,035 1,053 1,019 958

Service charges on deposits 632 636 634 647 652

Mortgage banking 1,119 314 552 1,013 676

Mortgage hedging 113 81 (22) 50 (7)

Net gain on sales of SBA loans 27 163 100 — 63

Earnings from cash surrender value of life insurance 1,041 705 609 605 491

Net gain on sales of investment securities — — 10 — —

Other 2,594 3,009 2,929 3,509 1,904

Total Noninterest Income 10,586 9,604 7,277 8,183 6,143

NONINTEREST EXPENSE

Salaries and employee benefits 26,945 23,346 20,026 20,941 20,753

Software licensing and utilization 4,155 3,598 3,406 3,310 3,272

Occupancy, net 2,891 3,253 2,624 2,642 2,365

Equipment 1,684 1,553 1,435 1,248 1,248

Shares tax 822 964 245 1,006 606

Legal and professional fees 2,157 1,688 992 1,070 993

ATM/card processing 689 757 771 557 621

Intangible amortization 1,819 1,300 930 944 744

FDIC assessment 663 800 1,046 422 994

Loss on sale or write-down of foreclosed assets, net 4 491 203 471 —

Merger and acquisition (2)

103 7,723 (39) 233 11,011

Other 5,835 6,486 4,209 5,138 5,191

Total Noninterest Expense 47,767 51,959 35,848 37,982 47,798

INCOME BEFORE PROVISION FOR INCOME TAXES 27,571 11,301 27,019 24,264 4,282

Provision/(benefit) for income taxes 5,880 2,595 7,572 5,967 (480)

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 21,691 $ 8,706 $ 19,447 $ 18,297 $ 4,762

PER COMMON SHARE DATA:

Basic Earnings Per Common Share $ 0.86 $ 0.36 $ 0.84 $ 0.80 $ 0.22

Diluted Earnings Per Common Share 0.85 0.36 0.83 0.79 0.22

Cash Dividends Declared 0.22 0.22 0.22 0.20 0.20

(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn acquisition on April 30, 2025. This amount reflects accounting guidance in effect prior to Mid Penn's adoption of ASU 2025-08, under which the allowance for certain purchased loans was recognized through provision expense.

(2) Includes release of merger and acquisition accruals related to the William Penn acquisition in the fourth quarter of 2025.

CONSOLIDATED – AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Unaudited):

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis

For the Three Months Ended

June 30, 2026 March 31, 2026 June 30, 2025

(Dollars in thousands) Average Balance Interest

Yield/

Rate(2)

Average Balance Interest

Yield/

Rate(2)

Average Balance Interest

Yield/

Rate(2)

ASSETS:

Interest Bearing Balances $ 19,067 $ 117 2.46 % $ 19,647 $ 110 2.27 % $ 23,271 $ 142 2.45 %

Investment Securities:

Taxable 787,477 7,213 3.67 715,209 6,486 3.68 584,919 4,570 3.13

Tax-Exempt 55,840 284 2.04 68,559 297 1.76 67,186 344 2.05

Total Securities 843,317 7,497 3.57 783,768 6,783 3.51 652,105 4,914 3.02

Federal Funds Sold 11,748 159 5.43 16,994 220 5.25 236,037 2,428 4.13

Loans, Net of Unearned Income 5,588,129 88,574 6.36 5,083,240 76,798 6.13 4,724,638 72,469 6.15

Restricted Investment in Bank Stocks 12,292 345 11.26 10,864 15 0.56 6,945 67 3.87

Total Earning Assets 6,474,553 96,692 5.99 5,914,513 83,926 5.75 5,642,996 80,020 5.69

Cash and Due from Banks 55,360 55,545 50,376

Other Assets 466,108 422,953 342,673

Total Assets $ 6,996,021 $ 6,393,011 $ 6,036,045

LIABILITIES & SHAREHOLDERS' EQUITY:

Interest-bearing Demand $ 1,660,007 $ 6,712 1.62 % $ 1,382,567 $ 5,417 1.59 % $ 1,123,130 $ 4,954 1.77 %

Money Market 1,243,822 7,838 2.53 1,216,581 7,470 2.49 1,179,295 8,350 2.84

Savings 433,917 711 0.66 363,593 300 0.33 307,634 70 0.09

Time 1,668,054 15,358 3.69 1,579,915 14,661 3.76 1,735,888 17,607 4.07

Total Interest-bearing Deposits 5,005,800 30,619 2.45 4,542,656 27,848 2.49 4,345,947 30,981 2.86

Short term borrowings 79,875 764 3.84 71,111 702 4.00 7,418 86 4.65

Long-term debt 2,886 29 4.03 11,733 126 4.36 23,417 252 4.32

Subordinated debt and trust preferred securities — — — — — — 45,264 495 4.39

Total Interest-bearing Liabilities 5,088,561 31,412 2.48 4,625,500 28,676 2.51 4,422,046 31,814 2.89

Noninterest-bearing Demand 933,699 850,936 813,807

Other Liabilities 81,669 71,022 129,701

Shareholders' Equity 892,092 845,553 670,491

Total Liabilities & Shareholders' Equity $ 6,996,021 $ 6,393,011 $ 6,036,045

Net Interest Income $ 65,280 $ 55,250 $ 48,206

Taxable Equivalent Adjustment (1)

231 236 245

Net Interest Income (taxable equivalent basis) $ 65,511 $ 55,486 $ 48,451

Total Yield on Earning Assets 5.99 % 5.75 % 5.69 %

Cost of funds 2.09 % 2.12 % 2.44 %

Rate on Supporting Liabilities 2.48 2.51 2.89

Average Interest Spread 3.51 3.24 2.80

Tax-Equivalent Net Interest Margin 4.06 3.80 3.44

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

(2)Annualized ratios

ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):

(Dollars in thousands) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Allowance for Credit Losses on Loans:

Beginning balance $ 41,105 $ 36,091 $ 37,337 $ 37,615 $ 35,838

Allowance for credit losses on loans acquired — 4,415 — — 343

Loans Charged off

Commercial real estate

CRE Nonowner Occupied (2) (499) (394) — (691)

CRE Owner Occupied — — (346) — —

Multifamily — — — — —

Farmland — — — — —

Commercial and industrial — — — (91) (203)

Construction

Residential Construction — — — — —

Other Construction — — — — —

Residential mortgage

1-4 Family 1st Lien — — — — —

1-4 Family Rental — (13) — — —

HELOC and Junior Liens (48) — — — —

Consumer (11) (641) (28) (40) (15)

Total loans charged off (61) (1,153) (768) (131) (909)

Recoveries of loans previously charged off

Commercial real estate

CRE Nonowner Occupied — — 294 9 1

CRE Owner Occupied 2 93 — — —

Multifamily — — — — —

Farmland — — — — —

Commercial and industrial 6 — — — 3

Construction

Residential Construction — — — — —

Other Construction — — — — —

Residential mortgage

1-4 Family 1st Lien 3 2 2 3 83

1-4 Family Rental 13 — — — —

HELOC and Junior Liens — — — — —

Consumer 15 9 7 28 11

Total loans recovered 39 104 303 40 98

Balance before provision 41,083 39,457 36,872 37,524 35,370

Provision/(benefit) for credit losses - loans (1)

557 1,648 (781) (187) 2,245

Balance, end of quarter $ 41,640 $ 41,105 $ 36,091 $ 37,337 $ 37,615

Nonperforming Assets

Total nonaccrual loans $ 28,420 $ 29,641 $ 22,951 $ 17,957 $ 18,216

Foreclosed real estate 8,390 8,420 7,806 9,346 9,816

Total nonperforming assets 36,810 38,061 30,757 27,303 28,032

Accruing loans 90 days or more past due 213 — — 160 —

Total risk elements $ 37,023 $ 38,061 $ 30,757 $ 27,463 $ 28,032

RECONCILIATION OF NON-GAAP MEASURES (Unaudited)

Explanatory note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Mid Penn’s management uses these non-GAAP financial measures in their analysis of Mid Penn’s performance. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. Adjusted earnings per common share excludes from income available to common shareholders certain expenses related to significant non-core activities, including merger-related expenses, net of income taxes. For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity. The core efficiency ratio is often used by management to measure its noninterest expense as a percentage of its revenue. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn’s results and financial condition as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding Mid Penn’s ongoing operating results. This supplemental presentation should not be construed as an inference that Mid Penn’s future results will be unaffected by similar adjustments to be determined in accordance with GAAP. The reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the tables below.

Tangible Book Value Per Common Share

(Dollars in thousands, except per share data) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Shareholders' Equity $ 901,907 $ 887,405 $ 814,058 $ 796,323 $ 775,708

Less: Goodwill 157,121 157,121 136,620 136,620 135,473

Less: Core Deposit and Other Intangibles 31,173 33,013 14,657 15,586 16,531

Tangible Equity $ 713,613 $ 697,271 $ 662,781 $ 644,117 $ 623,704

Common Shares Outstanding 25,320,686 25,296,763 23,047,203 23,039,223 22,915,194

Tangible Book Value per Share $ 28.18 $ 27.56 $ 28.76 $ 27.96 $ 27.22

Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses

Three Months Ended

(Dollars in thousands, except per share data) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Net Income Available to Common Shareholders $ 21,691 $ 8,706 $ 19,447 $ 18,297 $ 4,762

Less: BOLI Death Benefit Income 1 331 223 71 1

Less: Recoveries on loans previously acquired in business combinations (1)

— — — 534 —

Less: Swap cancellation gain — — 83 279 —

Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution — — — 420 —

Less: Gain on sale of pension assets — — 192 — —

Plus: Merger and Acquisition Expenses (2)

103 7,723 (39) 233 11,011

Plus: Compensation expense for accelerated vesting of stock options and restricted stock awards 314 370 314 753 2,043

Plus: Legal settlement expense — 665 — — —

Less: Tax Effect of Non-Recurring Expenses 88 1,839 — 207 2,741

Net Income Excluding Non-Recurring Income and Expenses $ 22,019 $ 15,294 $ 19,224 $ 17,772 $ 15,074

Weighted-average Shares Outstanding 25,330,234 23,949,008 23,045,983 23,005,504 21,566,617

Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses $ 0.87 $ 0.64 $ 0.83 $ 0.77 $ 0.70

(1) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.

(2) Includes release of merger and acquisition accruals related to William Penn acquisition in Q4 2025.

Return on Average Tangible Common Equity

Three Months Ended

(Dollars in thousands) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Net income available to common shareholders $ 21,691 $ 8,706 $ 19,447 $ 18,297 $ 4,762

Plus: Intangible amortization, net of tax 1,437 1,027 735 746 588

23,128 9,733 20,182 19,043 5,350

Average shareholders' equity 892,092 845,553 803,093 783,547 670,491

Less: Average goodwill 157,121 147,021 136,620 135,486 130,824

Less: Average core deposit and other intangibles 32,105 20,835 14,969 16,003 9,824

Average tangible common shareholders' equity $ 702,866 $ 677,697 $ 651,504 $ 632,058 $ 529,843

Return on average tangible common equity(1)

13.20 % 5.82 % 12.29 % 11.95 % 4.05 %

(1) Annualized ratio

Core Efficiency Ratio (Non-GAAP)

Three Months Ended

(Dollars in thousands) Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30, 2025 Jun. 30,

2025

Noninterest expense $ 47,767 $ 51,959 $ 35,848 $ 37,982 $ 47,798

Less: Merger and acquisition expenses (1)

103 7,723 (39) 233 11,011

Less: Compensation expense for accelerated vesting of stock options and restricted stock awards 314 370 314 753 2,043

Less: Intangible amortization 1,819 1,300 930 944 744

Less: Loss on sale or write-down of foreclosed assets, net 4 491 203 471 —

Less: Other expenses on foreclosed assets 142 427 445 — —

Less: Legal settlement expense — 665 — — —

Efficiency ratio numerator 45,385 40,983 33,995 35,581 34,000

Net interest income 65,280 55,250 54,751 53,629 48,206

Noninterest income 10,586 9,604 7,277 8,183 6,143

Less: BOLI Death Benefit 1 331 223 71 1

Less: Recoveries on loans previously acquired in business combinations (2)

— — — 534 —

Less: Swap cancellation gain — — 83 279 —

Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution — — — 420 —

Less: Gain on sale of pension assets — — 192 — —

Less: Net gain on sales of investment securities — — 10 — —

Efficiency ratio denominator $ 75,865 $ 64,523 $ 61,520 $ 60,508 $ 54,348

Core efficiency ratio 59.82 % 63.52 % 55.26 % 58.80 % 62.56 %

Tax effect on non-GAAP adjustments (3)

231 236 243 245 245

Tax-effected core efficiency ratio 59.64 % 63.29 % 55.04 % 58.57 % 62.28 %

(1) Includes release of merger and acquisition accruals related to the William Penn acquisition in Q4 2025.

(2) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.

(3) Tax-effected using a 21% statutory federal tax rate.

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