RISK FACTORS An investment by William Penn’s shareholders in Mid Penn common stock as a result of the exchange of shares of Mid Penn common stock for shares of William Penn common stock in the merger involves certain risks. Similarly, a decision on the part of Mid Penn shareholders to approve the Mid Penn share issuance proposal also involves risks for Mid Penn shareholders. Certain material risks and uncertainties connected with the merger agreement and the transactions contemplated thereby, including the merger, the bank merger and ownership of Mid Penn common stock are discussed below. In considering whether to vote in favor of the various proposals for which they may be entitled to vote at the William Penn and Mid Penn special meetings, shareholders of William Penn and Mid Penn should consider all of the information included in this document and its annexes and all of the information we have incorporated by reference and the risk factors identified by Mid Penn and William Penn with respect to its operations included in their filings with the SEC, including in Mid Penn and William Penn’s Annual Reports on Form 10-K for the year ended December 31, 2023 and June 30, 2024, respectively, and subsequent Quarterly Reports on Form 10-Q. See “Incorporation of Certain Documents by Reference.” In addition, you should consider the following risk factors. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Mid Penn common stock that you, as an existing Mid Penn shareholder, currently hold or that you, as an existing William Penn shareholder, will hold upon the completion of the merger, and could result in a significant decline in the value of Mid Penn common stock and cause the current holders of Mid Penn common stock and/or the holders of William Penn common stock to lose all or part of their respective investments in Mid Penn common stock. Risks Related to the Merger Because the market price of Mid Penn shares of common stock will fluctuate, William Penn shareholders cannot be sure of the value of the merger consideration they may receive. Upon completion of the merger, each share of William Penn common stock will be automatically converted into the right to receive 0.426 shares of Mid Penn common stock, which we call the exchange ratio. The market price for shares of Mid Penn common stock may vary from the market price of Mid Penn common stock on the date we announced the merger, on the date this joint proxy statement/prospectus was mailed to William Penn shareholders and on the date of the special meeting of the William Penn shareholders. Any change in the market price of Mid Penn shares of common stock prior to closing the merger may affect the value of the merger consideration that William Penn shareholders will receive upon completion of the merger. William Penn is not permitted to resolicit the vote of William Penn shareholders solely because of changes in the market price of Mid Penn shares of common stock. Because the exchange ratio is fixed, if Mid Penn’s stock price declines prior to the completion of the merger, Mid Penn will not be required to adjust the exchange ratio. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for shares of Mid Penn common stock. William Penn and Mid Penn shareholders will have a reduced ownership percentage and voting interest after the merger and will exercise less influence over management. William Penn’s shareholders currently have the right to vote in the election of the board of directors of William Penn and on certain other matters affecting William Penn. When the merger occurs, each William Penn shareholder that receives shares of Mid Penn common stock will become a shareholder of Mid Penn with a percentage ownership of the combined organization that is much smaller than the shareholder’s current percentage ownership of William Penn. Additionally, each Mid Penn shareholder will have a percentage ownership of the combined organization that is smaller than the shareholder’s current ownership in Mid Penn. More specifically, 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. 39
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