under the caption “Interests of William Penn’s Directors and Executive Officers in the Merger.” For more information concerning the closing conditions of the merger, please see the discussion on page 96 under the caption “The Merger Agreement—Covenants and Agreements.” The Rights of William Penn Shareholders Will Change After the Merger (page 120) The rights of William Penn shareholders will change as a result of the merger due to differences in Mid Penn’s and William Penn’s governing documents. The rights of William Penn’s shareholders are governed under Maryland law and by William Penn’s articles of incorporation and bylaws. Upon completion of the merger, the rights of William Penn shareholders will be governed under Pennsylvania law and by Mid Penn’s articles of incorporation and bylaws. A description of shareholder rights under each of the Mid Penn and William Penn governing documents, and the material differences between them, is included in the section entitled “Comparison of Shareholders’ Rights” found on page 120. Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 103) Currently, we expect to complete the merger in the second quarter of 2025. In addition to the approval of the merger proposal by the requisite vote of William Penn shareholders, the approval of the share issuance by the requisite vote of Mid Penn shareholders and the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, each as described herein, each party’s obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions, including the effectiveness of the registration statement containing this joint proxy statement/prospectus, approval of the listing on the Nasdaq Stock Market of the Mid Penn common stock to be issued in the merger, the absence of any applicable law or order prohibiting the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects, delivery of officer’s certificates by the other party certifying satisfaction of the two preceding conditions and each of Mid Penn’s and William Penn’s receipt of a tax opinion to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Neither William Penn nor Mid Penn can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. No Solicitation of Other Offers (page 100) William Penn has agreed that it will not, and that it will cause its subsidiaries not, and use its reasonable best efforts to cause each of their respective officers, directors, employees, representatives, agents, and affiliates not to, except as otherwise expressly permitted in the merger agreement, between the date of the merger agreement and the closing of the merger, directly or indirectly: • initiate, solicit, induce or encourage, or take any action to facilitate the making of, any inquiry, offer or proposal that constitutes, relates or could reasonably be expected to lead to an alternative acquisition proposal; • respond to any inquiry relating to an alternative acquisition proposal; • recommend or endorse an alternative acquisition transaction; • participate in any discussions or negotiations regarding an alternative acquisition proposal, or furnish or afford access to confidential or non public information or data to any person with respect to an alternative acquisition proposal; • release anyone from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which William Penn is a party; or 19
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