From late March 2024 through early June 2024, Mr. Stephon and the Chief Executive Officer of Company A met at various times to preliminarily discuss a potential business combination transaction between William Penn and Company A. Mr. Stephon regularly kept the William Penn board of directors apprised of such discussions. On May 28, 2024, William Penn and Company A entered into a mutual nondisclosure agreement and, on June 3, 2024, the executive management teams of both William Penn and Company A attended a lunch meeting to become better acquainted with one another and share information about their respective institutions. Immediately following that June 3, 2024 meeting, the Chief Executive Officer of Company A orally informed Mr. Stephon that Company A would be willing to engage in more serious merger discussions with William Penn and communicated to Mr. Stephon that Company A intended to offer all-stock merger consideration equal to an implied transaction value of approximately $9.00 per share of William Penn common stock. On June 24, 2024, the William Penn board of directors held a regularly scheduled meeting that was also attended by representatives of Piper Sandler. At the meeting, representatives of Piper Sandler discussed with the William Penn board of directors the pricing information orally communicated by the Chief Executive Officer of Company A to Mr. Stephon on June 3, 2024. Representatives of Piper Sandler also discussed with the William Penn board of directors two additional institutions (“Company B” and “Company C”) that had recently expressed interest in exploring a business combination with William Penn and had the capacity to pay for shares of William Penn common stock. Following a discussion with Piper Sandler and after all questions posed by the directors had been answered by management or representatives of Piper Sandler, the William Penn board of directors determined that the implied transaction value of approximately $9.00 per share of William Penn common stock offered by Company A was inadequate and not in the best interests of shareholders, and concluded that Company A was not a viable merger partner for William Penn. The William Penn board of directors also directed Mr. Stephon to contact the Chief Executive Officers of Company B and Company C to ascertain Company B’s and Company C’s level of interest in pursuing a potential business combination transaction with William Penn. Following the June 24, 2024 board meeting, Mr. Stephon had individual meetings with the Chief Executive Officers of Company B and Company C, respectively, and engaged in preliminary discussions regarding a potential business combination transaction between William Penn and Company B and Company C, respectively. At the regular meeting of the William Penn board of directors held on July 17, 2024, Mr. Stephon updated the board of directors on his recent discussions with the Chief Executive Officers of both Company B and Company C. Mr. Stephon reported that both Company B and Company C expressed preliminary interest in exploring a business combination with William Penn. The William Penn board of directors concluded that Mr. Stephon should continue conversations with the Chief Executive Officers of both Company B and Company C and that William Penn should continue to obtain more information about each company. The William Penn board of directors also discussed recent market improvements in community bank stocks since the March 25, 2024 board meeting and concluded that such improvements could cause some potential acquirors to have a renewed interest in pursuing a business combination transaction with William Penn due to the increased market value of their stock. After lengthy discussion, the William Penn board of directors authorized representatives of Piper Sandler to distribute a confidential information memorandum (“CIM”) regarding William Penn to potential interested acquirors identified by Piper Sandler in consultation with William Penn, including Mid Penn, conditioned upon executing a confidentiality agreement with William Penn. Following the July 17, 2024 board meeting, representatives of Piper Sandler contacted seven potential interested parties identified by Piper Sandler in consultation with the William Penn board of directors, including Mid Penn, without revealing the identity of William Penn. Of the parties contacted, five signed confidentiality agreements and the identity of William Penn was disclosed to them. William Penn and Mid Penn entered into a confidentiality agreement on July 31, 2024. As a result of this solicitation process, on August 15, 2024, Company B and two other companies (“Company D” and “Company E”) submitted non-binding indication of interest letters to William Penn. Additionally, on August 20, 2024, Mid Penn submitted a non-binding indication of interest letter to William Penn. Company C elected not to submit a non-binding indication of interest letter. 50
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