of Mid Penn approve the issuance by Mid Penn of shares of Mid Penn common stock to holders of common stock of William Penn as merger consideration, and the shareholders of William Penn approve and adopt the merger agreement. Q: Why is Mid Penn proposing the merger? A: The Mid Penn board of directors, in unanimously determining that the merger is in the best interests of Mid Penn and it shareholders, considered a number of key factors that are described under the heading “The Merger—Mid Penn’s Reasons for the Merger,” beginning on page 70. Q: Why is William Penn proposing the merger? A: The William Penn board of directors, in unanimously determining that the merger is in the best interests of William Penn and its shareholders, considered a number of key factors that are described under the heading “The Merger—William Penn’s Reasons for the Merger,” beginning on page 53. Q: What will William Penn shareholders receive in the merger, and how will this affect holders of Mid Penn common stock? A: Upon completion of the merger, William Penn shareholders will be entitled to receive, for each share of William Penn common stock they own, 0.426 shares, which we sometimes call the “exchange ratio,” of Mid Penn common stock. 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, which, after giving effect to the 0.426 exchange ratio, would result in merger consideration with an implied value of approximately $13.46 per share of William Penn common stock. 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, which, after giving effect to the 0.426 exchange ratio, would result in merger consideration with an implied value of approximately $12.90 per share of William Penn common stock. 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. Because of the number of shares of Mid Penn common stock being issued in the merger, the percentage ownership interest in Mid Penn represented by the existing shares of Mid Penn common stock will be diluted. Mid Penn shareholders will not receive any merger consideration and will continue to own their existing shares of Mid Penn common stock after the merger. Q: What equity stake will William Penn shareholders hold in Mid Penn immediately following the merger? A: Following completion of the merger, current Mid Penn shareholders will own in the aggregate approximately 83.15% of the outstanding shares of Mid Penn common stock and William Penn shareholders will own approximately 16.85% of the outstanding shares of Mid Penn common stock. Q: What happens if I am eligible to receive a fraction of a share of Mid Penn common stock as part of the merger consideration? A: If the aggregate number of shares of Mid Penn common stock that you are entitled to receive as part of the merger consideration includes a fraction of a share of Mid Penn common stock, you will receive cash in lieu of that fractional share. For each fractional share that would otherwise be issued, Mid Penn will pay cash in 2
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