QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS The following questions and answers briefly address some commonly asked questions about the merger (as defined below) and the shareholder meetings. They may not include all the information that is important to the shareholders of Mid Penn and William Penn. Shareholders of Mid Penn and William Penn should each read carefully this entire joint proxy statement/prospectus, including the annexes and other documents referred to in this joint proxy statement/prospectus. Questions about the Merger Q: What is the merger? A: Mid Penn and William Penn have entered into an Agreement and Plan of Merger, dated October 31, 2024, which is referred to as the “merger agreement.” A copy of the merger agreement is attached as Annex A to, and is incorporated by reference in, this joint proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed business combination of Mid Penn and William Penn. Under the merger agreement, William Penn will merge with and into Mid Penn, with Mid Penn remaining as the surviving entity, and the separate corporate existence of William Penn will cease. We refer to this transaction as the “merger.” Immediately following the merger, William Penn Bank, a wholly owned bank subsidiary of William Penn, will merge with and into Mid Penn’s wholly owned bank subsidiary, Mid Penn Bank, with Mid Penn Bank as the surviving bank, and the separate corporate existence of William Penn Bank will cease. We refer to this transaction as the “bank merger.” We refer to the merger and the bank merger collectively as the “mergers.” Q: Why am I receiving these materials? A: This document constitutes both a joint proxy statement of Mid Penn and William Penn and a prospectus of Mid Penn. It is a joint proxy statement because the boards of directors of both companies are soliciting proxies from their respective shareholders. It is a prospectus because Mid Penn will issue shares of its common stock in exchange for shares of William Penn common stock in the merger. Mid Penn is providing this joint proxy statement/prospectus to its shareholders because the Mid Penn Board of Directors is soliciting their proxy for use at the Mid Penn special meeting of shareholders at which the Mid Penn shareholders will consider and vote on (i) the approval of the issuance by Mid Penn of shares of Mid Penn common stock to holders of common stock of William Penn as merger consideration (the “Mid Penn share issuance proposal”), and (ii) the approval of the authorization of the Mid Penn board of directors to adjourn the Mid Penn special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to approve the Mid Penn share issuance proposal (the “Mid Penn adjournment proposal”). See “The Mid Penn Special Meeting,” beginning on page 111 for more information. William Penn is providing this joint proxy statement/prospectus to its shareholders because the William Penn Board of Directors is soliciting their proxy for use at the William Penn special meeting of shareholders at which the William Penn shareholders will consider and vote on (i) the approval and adoption of the merger agreement which provides for, among other things, the merger of William Penn with and into Mid Penn (the “William Penn merger proposal”), and (ii) the approval of the authorization of the William Penn board of directors to adjourn the William Penn special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to approve the William Penn merger proposal (the “William Penn adjournment proposal”). See “The William Penn Special Meeting,” beginning on page 115 for more information. Information about these meetings, the merger and the other business to be considered at the meetings is contained in this joint proxy statement/prospectus. The merger cannot be completed unless the shareholders 1
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