Philadelphia Counties in Pennsylvania, and Burlington, Camden and Mercer Counties in New Jersey. William Penn Bank’s principal business consists of originating one- to four- family residential real estate mortgage loans, home equity lines of credit, residential construction loans, one- to four-family investor commercial real estate loans, non-residential real estate loans, multi-family loans and construction land loans. William Penn Bank’s wholly-owned subsidiary, WPSLA Investment Corporation, also holds certain investment securities for William Penn Bank. The principal executive offices of William Penn are located at 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007, and its telephone number is (267) 540-8500. William Penn common stock is traded on The Nasdaq Capital Market under the symbol “WMPN.” The Merger and the Merger Agreement (pages 49 and 92) The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. Please carefully read the merger agreement as it is the legal document that governs the merger. Pursuant to the merger agreement, William Penn will merge with and into Mid Penn with Mid Penn as the surviving corporation. Immediately after the merger, William Penn Bank will merge with and into Mid Penn Bank, with Mid Penn Bank as the surviving bank. Mid Penn Will Hold Its Special Meeting on April 2, 2025 (page 111) The Mid Penn special meeting will be held virtually on April 2, 2025 at 9:00 AM, Eastern Time. At the special meeting, Mid Penn shareholders will be asked to: 1. approve the Mid Penn share issuance proposal; and 2. approve the Mid Penn adjournment proposal. Record Date. Only holders of record of Mid Penn common stock at the close of business on January 31, 2025 will be entitled to vote at the special meeting. Each share of Mid Penn common stock is entitled to one vote. As of the Mid Penn record date, there were 19,355,797 shares of Mid Penn common stock issued and outstanding and entitled to vote at the special meeting. Required Vote. The affirmative vote, in person or by proxy, of a majority of votes cast at the special meeting is required to approve the Mid Penn share issuance proposal and the Mid Penn adjournment proposal. The presence, in person or by proxy, of a majority of the votes which all shareholders are entitled to cast is necessary to constitute a quorum in order to transact business at the special meeting. As of the record date, directors and executive officers of Mid Penn and their affiliates had the right to vote 1,532,691 shares of Mid Penn common stock, or 7.9% of the outstanding Mid Penn common stock entitled to be voted at the special meeting. Each of the directors and executive officers of Mid Penn has entered into a separate voting agreement with William Penn, pursuant to which each such director and executive officer has agreed to vote all shares of Mid Penn common stock over which he or she has the sole power to vote or direct the voting thereof in favor of the Mid Penn share issuance proposal and certain related matters and against alternative transactions. William Penn Will Hold Its Special Meeting on April 2, 2025 (page 115) The William Penn special meeting will be held at William Penn’s corporate office located at 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007 on April 2, 2025 at 9:00 AM, Eastern Time. At the special meeting, William Penn shareholders will be asked to: 1. approve the William Penn merger proposal; and 14
RkJQdWJsaXNoZXIy NTYwMjI1