THE MID PENN SPECIAL MEETING This joint proxy statement/prospectus is being furnished to Mid Penn shareholders by Mid Penn’s board of directors in connection with the solicitation of proxies from the Mid Penn shareholders for use at the special meeting of Mid Penn shareholders and any adjournments or postponements of the special meeting. Date, Time and Place The special meeting will be held virtually on April 2, 2025 at 9:00 AM, subject to any adjournments or postponements. Matters to be Considered At the special meeting, Mid Penn shareholders will be asked to consider and vote upon the following proposals: 1. approval of the Mid Penn share issuance proposal, pursuant to which Mid Penn will issue shares of Mid Penn common stock to holders of William Penn common stock pursuant to the terms of the merger agreement; and 2. approval of the Mid Penn adjournment proposal. Shareholders Entitled to Vote The close of business on January 31, 2025 has been fixed by Mid Penn’s board of directors as the record date for the determination of those holders of Mid Penn common stock who are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. At the close of business on the record date there were 19,355,797 shares of Mid Penn common stock outstanding and entitled to vote. Quorum and Required Vote Each holder of record of shares of Mid Penn common stock as of the Mid Penn record date is entitled to cast one vote per share at the special meeting on each proposal. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter constitutes a quorum for the transaction of business at the special meeting. Assuming the presence of a quorum, the proposal to approve the Mid Penn share issuance proposal and the Mid Penn adjournment proposal each must be approved by the affirmative vote of a majority of the votes cast, in person or by proxy, at the Mid Penn special meeting. Abstentions will not affect the outcome of the proposals. How Shares Will Be Voted at the Special Meeting All shares of Mid Penn common stock represented by properly executed proxies received before or at the special meeting, and not properly revoked, will be voted as specified in the proxies. Properly executed proxies that do not contain voting instructions will be voted “FOR” the issuance of Mid Penn common stock in connection with the merger and “FOR” the adjournment or postponement of the special meeting, if necessary, to permit further solicitation of proxies. If you hold shares of Mid Penn common stock in street name through a bank, broker or other nominee holder, the nominee holder may only vote your shares in accordance with your instructions. If you do not give specific instructions to your nominee holder as to how you want your shares voted, your nominee will indicate that it does not have authority to vote on the proposal, which will result in what is called a “broker non-vote.” Broker non-votes will have no effect on either the Mid Penn share issuance proposal or the Mid Penn adjournment proposal. 111
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