THE MERGER AGREEMENT The following describes certain aspects of the merger, including material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference in this joint proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing this merger. Terms of the Merger Each of the William Penn board of directors and the Mid Penn board of directors has unanimously adopted the merger agreement, which provides for the merger of William Penn with and into Mid Penn. Mid Penn will be the surviving entity in the corporate merger and the separate corporate existence of William Penn will cease. Each share of Mid Penn common stock issued and outstanding immediately prior to completion of the merger will remain issued and outstanding as one share of common stock of Mid Penn. Each share of William Penn common stock issued and outstanding at the effective time of the merger (with the exception of Treasury Stock, ESOP Loan Shares, and Mid Penn Owned Shares, as defined below) will be converted into the right to receive 0.426 shares of Mid Penn common stock, as described below. See “The Merger—Consideration to Be Received in the Merger.” Treasury Stock means all shares of William Penn stock held in treasury by William Penn. ESOP Loan shares means each share of William Penn stock that is remitted to William Penn immediately prior to the effective time of the merger to repay the William Penn ESOP loan balance. Mid Penn Owned Shares means shares of William Penn common stock owned by Mid Penn immediately prior to the effective time of the merger other than shares held in a fiduciary capacity or in connection with debts previously contracted. Each share of William Penn common stock held as Treasury Stock, ESOP Loan Shares, and Mid Penn Owned Shares immediately prior to the effective time of the merger will be cancelled and retired and no consideration will be issued in exchange for Treasury Stock, ESOP Loan Shares, or Mid Penn Owned Shares. Mid Penn does not own any shares of common stock of William Penn. The Mid Penn articles of incorporation and bylaws will be the articles of incorporation and bylaws of the combined entity after completion of the merger. The merger agreement provides that Mid Penn, with the written consent of William Penn, may change the method of effecting the merger if and to the extent it deems such change to be desirable. No such change will alter or change the amount or kind of merger consideration to be provided under the merger agreement, materially impede or delay the consummation of the merger, jeopardize or delay receipt of any regulatory approvals relating to the completion of the merger or cause any conditions to closing of the merger not to be capable of being fulfilled, result in adverse U.S. federal or state income tax or other adverse tax consequences to William Penn shareholders, or require submission to or approval of William Penn’s shareholders after the merger agreement has been approved by the William Penn shareholders. Closing and Effective Time of the Merger The merger will become effective as set forth in the articles of merger to be filed with the Department of State of the Commonwealth of Pennsylvania and the Maryland State Department of Assessments and Taxation. It currently is anticipated that the effective time of the merger will occur in the second quarter of 2025, but we cannot guarantee when or if the merger will be completed. Consideration to Be Received in the Merger As a result of the merger each William Penn shareholder will receive, with respect to each share of William Penn common stock held (excluding Treasury Stock, ESOP Loan Shares, and Mid Penn Owned Shares), 0.426 shares of Mid Penn common stock. The implied value of the merger consideration will fluctuate as the market price of Mid Penn common stock fluctuates before the completion of the merger. This price will not be known at the time of the William Penn 92
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