If the merger is not completed, William Penn and Mid Penn will have incurred substantial expenses without realizing the expected benefits of the merger. William Penn and Mid Penn have both incurred substantial expenses in connection with the merger. The completion of the merger depends on the satisfaction of specified conditions and the continued effectiveness of regulatory approvals and the approval of Mid Penn’s and William Penn’s shareholders. William Penn and Mid Penn cannot guarantee that these conditions will be met. If the merger is not completed, these expenses could have an adverse impact on the financial condition and results of operations on a stand-alone basis for both William Penn and Mid Penn. Demand letters relating to the registration statement on Form S-4 filed by Mid Penn have been sent by certain purported shareholders of William Penn, and litigation relating to the merger could require us to incur significant costs and suffer management distraction, as well as delay and/or enjoin the merger. Beginning on January 20, 2025, certain purported shareholders of William Penn sent demand letters alleging deficiencies and/or omissions in the registration statement on Form S-4 filed by Mid Penn on January 17, 2025, of which this joint proxy statement/prospectus forms a part. The demand letters seek additional disclosures to remedy these purported deficiencies. Neither William Penn nor Mid Penn is currently able to predict the outcome of any suit arising out of or relating to the proposed transaction that may be filed in the future. If any additional demand letters are received, or if any complaints are filed, absent allegations that are material, William Penn and Mid Penn will not necessarily announce such letters or filings. William Penn and Mid Penn could be subject to demands or litigation related to the merger, whether or not the merger is consummated. Such actions may create additional uncertainty relating to the merger, and responding to such demands and defending such actions may be costly and distracting to management. Although there can be no assurance as to the ultimate outcomes of any demand or any subsequent litigation, neither William Penn nor Mid Penn believes that the resolution of such demands or any subsequent litigation will have a material adverse effect on its respective financial position, results of operations or cash flows. Risks Related to the Combined Company if the Merger is Completed Mid Penn may be unable to successfully integrate William Penn’s operations and retain William Penn’s employees. The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include, among other things: integrating personnel with diverse business backgrounds; combining different corporate cultures; and retaining key employees. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain key employees of William Penn who are expected to be retained by Mid Penn. Mid Penn may not be successful in retaining these employees for the time period necessary to successfully integrate William Penn’s operations with those of Mid Penn. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operations of Mid Penn following the merger. Additionally, Mid Penn may not be able to successfully achieve the level of cost savings and other synergies that it expects, and may not be able to capitalize upon the existing customer relationships of William Penn to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on Mid Penn’s business, results of operation and stock price. 44
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