2. approve the William Penn adjournment proposal. Record Date. Only holders of record of William Penn common stock at the close of business on January 31, 2025 will be entitled to vote at the special meeting. Each share of William Penn common stock is entitled to one vote. As of the William Penn record date, there were 9,208,217 shares of William Penn common stock issued and outstanding and entitled to vote at the special meeting. Required Vote. Approval of the William Penn merger proposal requires the affirmative vote of a majority of the total number of shares outstanding and entitled to vote at the special meeting, in person or by proxy. Approval of the William Penn adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Broker non-votes and abstentions from voting will have the same effect as voting against the William Penn merger proposal, but will have no effect on the William Penn adjournment proposal. As of the record date, directors and executive officers of William Penn and their affiliates had the right to vote 785,058 shares of William Penn common stock, or approximately 8.5% of the outstanding William Penn common stock entitled to be voted at the special meeting. Each of the directors and executive officers of William Penn has entered into a separate voting agreement with Mid Penn, pursuant to which each such director and executive officer has agreed to vote all shares of William Penn common stock over which he or she has the sole power to vote or direct the voting thereof in favor of the William Penn merger proposal and certain related matters and against alternative transactions. William Penn Shareholders Will Receive Shares of Mid Penn Common Stock in the Merger (page 92). Upon completion of the merger, each outstanding share of William Penn common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.426 shares of Mid Penn common stock, which we refer to as the “merger consideration.” The exchange ratio is fixed and not subject to adjustment, except in limited circumstances. On October 31, 2024, which was the last trading date preceding the public announcement of the proposed merger, the closing price of Mid Penn common stock was $31.59 per share. On February 6, 2025, the most recent practicable trading day prior to the printing of this joint proxy statement/prospectus, the closing price of Mid Penn common stock was $30.28 per share. The market price of both Mid Penn common stock and William Penn common stock will fluctuate before the completion of the merger; therefore, you are urged to obtain current market quotations for Mid Penn common stock and William Penn common stock. The value of the merger consideration will fluctuate as the market price of Mid Penn common stock fluctuates before the completion of the merger. The market price of Mid Penn common stock at closing will not be known at the time of the William Penn special meeting and may be more or less than the current price of Mid Penn common stock or the price of Mid Penn common stock at the time of the William Penn special meeting or at the effective time of the merger. Expected Material United States Federal Income Tax Treatment as a Result of the Merger (page 108) The merger is structured to be treated as a reorganization for U.S. federal income tax purposes. Each of Mid Penn and William Penn has conditioned the consummation of the merger on its receipt of a legal opinion that this will be the case. Because William Penn shareholders will receive solely Mid Penn common stock for their shares (except for cash in lieu of fractional shares), William Penn shareholders should not recognize gain or loss except with respect to the cash they receive instead of a fractional share. This U.S. federal income tax treatment may not apply to all William Penn shareholders. Determining the actual tax consequences of the merger to William Penn shareholders can be complicated. William Penn shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder. Exceptions to these conclusions or other considerations may apply, some of which are discussed beginning on page 110. Determining the actual tax consequences of the merger to a William Penn shareholder can be complicated. For further information, please refer to “Material United States Federal Income Tax Consequences 15
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