8-K
Mid Penn Bancorp Inc (MPB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2026
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 1-13677 | 25-1666413 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
| 2407 Park Drive<br><br>Harrisburg, Pennsylvania | 1.866.642.7736 | 17110 |
| (Address of Principal Executive Offices) | (Registrant’s telephone number, including area code) | (Zip Code) |
| Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value per share | MPB | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 21, 2026, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended March 31, 2026. A copy of the Corporation’s press release dated April 21, 2026 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
Extension of Treasury Stock Repurchase Program
On April 21, 2026, the Board of Directors of Mid Penn Bancorp, Inc. (the “Corporation”) approved the renewal of the Corporation’s treasury stock repurchase program through April 30, 2027, as well as an increase in the number of shares available for future repurchases under the program. As modified, the repurchase program authorizes the Corporation to repurchase up to an additional $50 million of Corporation common stock, from time to time, in future open market transactions (which may be by means of a trading plan adopted under U.S. Securities and Exchange Commission (“SEC”) Rule 10b5-1) or in privately negotiated transactions.
The repurchase program is intended to be conducted in accordance with SEC Rule 10b-18 and may be modified, suspended or terminated at any time, without prior notice. Repurchases, if any, will be made in the Corporation’s discretion based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors the Corporation deems appropriate. The repurchase program does not obligate the Corporation to repurchase any shares.
Dividend Declaration
On April 21, 2026, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.22 per common share payable on May 15, 2026 to shareholders of record as of May 4, 2026.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits.
| 99.1 | Press release, dated April 21, 2026, of Mid Penn Bancorp, Inc. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MID PENN BANCORP, INC.<br><br>(Registrant) | ||
|---|---|---|
| Date: April 21, 2026 | By: | /s/ Rory G. Ritrievi |
| Rory G. Ritrievi | ||
| President and Chief Executive Officer |
Document
Exhibit 99.1
PRESS RELEASE
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
1-866-642-7736
CONTACTS
| Rory G. Ritrievi<br><br>Chair, President & Chief Executive Officer | Justin T. Webb<br><br>Chief Financial Officer |
|---|
MID PENN BANCORP, INC. REPORTS FIRST QUARTER EARNINGS
AND DECLARES 62ND CONSECUTIVE QUARTERLY DIVIDEND
April 21, 2026 – Harrisburg, PA – Mid Penn Bancorp, Inc. (NASDAQ: MPB) ("Mid Penn"), the parent company of Mid Penn Bank (the "Bank") and MPB Financial Services, LLC, today reported net income available to common shareholders ("earnings") of $8.7 million, or $0.36 per basic and diluted common share, for the quarter ended March 31, 2026, compared to $13.7 million, or $0.71 per basic and diluted common share, for the first quarter of 2025. Adjusted earnings per common share, excluding non-recurring income and expenses(1), was $0.64 for the first quarter of 2026. Adjustments exclude $7.7 million of merger-related expenses and $370 thousand of non-recurring compensation expenses, net of tax.
Key Highlights of the First Quarter of 2026:
•On February 27, 2026, Mid Penn completed the acquisition of 1st Colonial Bancorp, Inc. ("1st Colonial"), which added total assets of $842.5 million, comprised primarily of $597.5 million of loans. Additionally, on January 1, 2026, Mid Penn completed the acquisition of Cumberland Advisors, Inc. ("Cumberland Advisors"), a registered investment advisory firm, with approximately $3.2 billion in assets under management, further expanding the Company's wealth management capabilities and fee-based revenue.
•Primarily driven by merger-related expenses associated with the 1st Colonial and Cumberland Advisors acquisitions, net income available to common shareholders was $8.7 million for the first quarter of 2026 compared to net income of $13.7 million for the first quarter of 2025. Earnings per basic and diluted common share for the first quarter of 2026 was $0.36, a decrease from $0.71 per both basic and diluted common share in the first quarter of 2025.
•On a non-GAAP basis, adjusted net income excluding non-recurring income and expenses(1) for the quarter ended March 31, 2026, increased 10.0% to $15.3 million, compared to $13.9 million, for the first quarter of 2025, while adjusted earnings per common share was $0.64 compared to $0.72, reflecting a higher weighted-average share count following the Company's recent acquisitions.
•Net interest margin increased to 3.80% for the quarter ended March 31, 2026, compared to 3.79% for the fourth quarter of 2025, and 3.37% for the first quarter of 2025. This represents a 1 and 43 basis point ("bp") increase compared to the fourth quarter of 2025 and first quarter of 2025, respectively. The increase, compared to the first quarter of 2025, was driven by higher loan and investment securities yields and a reduction in the cost of funds.
•Loan balances increased $647.1 million, or 54.0% (annualized), during the first quarter of 2026. Excluding $597.5 million of loans acquired in the 1st Colonial transaction, organic loan growth was $49.6 million, or 4.1% (annualized), from December 31, 2025. Total loans increased $1.0 billion, or 22.7%, to $5.5 billion at March 31, 2026, compared to $4.5 billion at March 31, 2025.
•Deposits increased $756.3 million, or 58.8% (annualized), during the first quarter of 2026, compared to a decrease of $128.1 million, or 9.5% (annualized), during the fourth quarter of 2025. Excluding $747.1 million of deposits acquired in the 1st Colonial transaction, organic deposits increased $9.3 million, or 0.7% (annualized), from December 31, 2025. Total deposits increased $1.2 billion, or 26.2%, to $6.0 billion at March 31, 2026, compared to $4.7 billion at March 31, 2025.
•The core efficiency ratio(1) was 63.52% in the first quarter of 2026, compared to 55.26% in the fourth quarter of 2025, and 62.79% in the first quarter of 2025. The increase reflects the near-term impact of integrating the 1st Colonial and Cumberland Advisors acquisitions, including incremental operating costs, with anticipated cost synergies to be realized over future periods.
•Book value per common share was $35.08 as of March 31, 2026, compared to $35.32 as of December 31, 2025, and $34.50 as of March 31, 2025. The modest decline from the prior quarter reflects the accounting impact of the 1st Colonial acquisition, including merger-related expenses and the issuance of common shares. Tangible book value per common share (1) was $27.56 as of March 31, 2026, compared to $28.76 and $27.58 as of December 31, 2025 and March 31, 2025, respectively, with the decline primarily reflecting the goodwill and other intangible assets recorded in connection with the 1st Colonial and Cumberland Advisors acquisitions, as well as the William Penn acquisition in 2025.
•As a result of the foregoing, the Board of Directors declared a cash dividend of $0.22 per common share, payable on May 15, 2026, to shareholders of record as of May 4, 2026.
(1) Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.
Chair, President and CEO Rory G. Ritrievi provided the following statement:
"As a result of the one-time M&A costs related to the finalization of the Cumberland Advisors and the 1st Colonial acquisitions, as well as other significant one-time expenses unrelated to M&A as discussed further within this release, the quarter was unusually noisy relative to analyst expectations.
However, with first quarter total revenues of $64.9 million and pre-provision net revenues of $12.9 million, we beat consensus estimates on both fronts. From a GAAP standpoint, our reported net income of $8.7 million also beat analyst consensus estimates.
Given the level of activity this quarter—including nearly $2 million of additional one-time, non-merger expenses —we are encouraged by our company’s revenue performance. Our relationship-focused calling team continues to drive net interest margin expansion in an increasingly competitive environment, and we are cautiously optimistic about both loan and deposit pipelines in the face of ongoing macroeconomic uncertainty. Further, noninterest income growth is strong, driven in no small part by the recent addition of Cumberland Advisors. Additionally, our experienced integration teams remain keenly focused on unlocking efficiencies in our recent merger activity, as projected over the coming quarters.
To reward our shareholders, we are happy to declare a quarterly cash dividend of $0.22 per common share, payable May 15, 2026, to shareholders of record as of May 4, 2026. We are also pleased to announce the reauthorization and expansion of our treasury stock repurchase program, which now accommodates up to an additional $50 million in repurchase activity."
Net Interest Income
For the three months ended March 31, 2026, net interest income was $55.3 million, compared to net interest income of $54.8 million for the three months ended December 31, 2025. Interest income for the quarter ended March 31, 2026, includes $2.4 million of loan accretion income related to fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets. The tax-equivalent net interest margin(1) for the three months ended March 31, 2026 was 3.80% compared to 3.79% and 3.37% for the fourth quarter of 2025 and first quarter of 2025, respectively, representing a 1 bp increase from the fourth quarter of 2025, and a 43 bp increase compared to the same period in 2025.
The yield on interest-earning assets decreased to 5.75% for the quarter ended March 31, 2026, from 5.86% for the three months ended December 31, 2025, and increased from 5.65% for the three months ended March 31, 2025. The decrease from the fourth quarter of 2025 was primarily due to a higher average balance of lower-yielding Fed funds sold.
For the three months ended March 31, 2026, net interest income increased 30.0% to $55.3 million compared to net interest income of $42.5 million for the same period of 2025. The increase was primarily driven by a $10.3 million increase in interest income on loans, and a $2.0 million increase in interest income on investment securities, compared to the same period in 2025.
Average Balances
Average balances were impacted by the 1st Colonial acquisition which closed on February 27, 2026. Day one increases in loans, total assets, deposits, and total liabilities were approximately $581.8 million, $842.5 million, $746.9 million, and $751.7 million, respectively.
Average loans increased $238.9 million to $5.1 billion for the quarter ended March 31, 2026, compared to $4.8 billion for the quarter ended December 31, 2025, and increased $623.6 million compared to $4.5 billion for the quarter ended March 31, 2025.
Average deposits were $5.4 billion for the first quarter of 2026, reflecting an increase of $103.0 million, or 1.9%, compared to total average deposits of $5.3 billion in the fourth quarter of 2025, and an increase of $711.9 million, or 15.2%, compared to total average deposits of $4.7 billion for the first quarter of 2025, primarily due to the 1st Colonial and William Penn acquisitions and organic growth. The average cost of deposits was 2.09% for the first quarter of 2026, representing a 20 bp decrease from the fourth quarter of 2025, and a 35 bp decrease from the first quarter of 2025, respectively.
Cost of funds decreased to 2.12%, compared to 2.26% in the fourth quarter of 2025, primarily reflecting the repricing of higher-cost time deposits and money market accounts, as well as a favorable shift in the funding mix, including increased noninterest-bearing deposits added through the 1st Colonial acquisition.
Asset Quality
The total provision for credit losses, including benefit for credit losses on off-balance sheet credit exposures, was $1.6 million for the three months ended March 31, 2026, compared to the benefit for credit losses of $839 thousand for the three months ended December 31, 2025, and a provision for credit losses of $301 thousand for the three months ended March 31, 2025. The quarter-over-quarter change in the provision for credit losses was primarily driven by qualitative adjustments to the CRE owner-occupied portfolio, reflecting growth within that segment, offset by decreases due to higher prepayment speeds and a favorable economic forecast. Net charge offs for the three months ended March 31, 2026 were $1.0 million, or approximately 0.02% of total average loans.
The provision for credit losses on loans was $1.6 million for the three months ended March 31, 2026, an increase of $1.3 million compared to the provision for credit losses of $321 thousand for the three months ended March 31, 2025. The increase for the three months ended March 31, 2026 was primarily attributable to qualitative adjustments to several segments of the portfolio, offset by decreases due to a favorable economic forecast. The benefit for credit losses on off-balance sheet credit exposures was $54 thousand for the three months ended March 31, 2026, compared to $20 thousand for the three months ended March 31, 2025.
Allowance for credit losses - loans was 0.75%, 0.74%, and 0.80% of loans, net of unearned income at March 31, 2026, December 31, 2025, and March 31, 2025, respectively.
Total nonperforming assets were $38.1 million at March 31, 2026, compared to nonperforming assets of $30.8 million at December 31, 2025 and $25.4 million at March 31, 2025. The increase during the first quarter of 2026 was primarily
driven by the addition of $7.4 million of nonaccrual loans from the 1st Colonial acquisition. Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.70% at March 31, 2026, compared to 0.69% and 0.50% as of December 31, 2025 and March 31, 2025, respectively.
Capital
Shareholders’ equity increased $73.3 million, or 9.0%, to $887.4 million as of March 31, 2026, from $814.1 million as of December 31, 2025. Retained earnings increased $2.5 million, or 1.1%, to $222.2 million as of March 31, 2026. Regulatory capital ratios for both Mid Penn and the Bank indicate regulatory capital levels in excess of both the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at March 31, 2026. Additionally, Mid Penn declared $6.2 million in dividends during the first quarter of 2026.
On April 21, 2026, Mid Penn’s Board of Directors authorized an increase to its treasury stock repurchase program ("the Program"), increasing the amount available to repurchase to $50.0 million of Mid Penn’s outstanding common stock through April 30, 2027. No shares were purchased during the three months ended March 31, 2026. As of March 31, 2026, Mid Penn repurchased a total of 519,891 shares of common stock at an average price of $23.65 per share under the Program.
Noninterest Income
For the three months ended March 31, 2026, noninterest income totaled $9.6 million, an increase of $2.3 million, or 32.0%, from $7.3 million for the fourth quarter of 2025. The increase was primarily driven by a $2.2 million increase in fiduciary and wealth management income from the Cumberland Advisors acquisition.
For the three months ended March 31, 2026, noninterest income totaled $9.6 million, an increase of $4.4 million, or 83.3%, compared to noninterest income of $5.2 million for the three months ended March 31, 2025. The increase is primarily driven by a $2.5 million increase in fiduciary and wealth management income, a $431 thousand increase in earnings from the cash surrender value of life insurance, a $1.3 million increase in other noninterest income, including a $558 thousand increase in death benefits received, and a $458 thousand increase in insurance commissions.
Noninterest Expense
For the three months ended March 31, 2026, noninterest expense totaled $52.0 million, an increase of $16.1 million, or 44.9%, compared to $35.8 million in the fourth quarter of 2025. The increase was primarily driven by a $7.8 million increase in merger and acquisition expenses, a $3.3 million increase in salaries and employee benefits, a $696 thousand increase in legal and professional fees, and a $2.3 million increase in other noninterest expense, primarily driven by a $1.5 million increase related to a change in methodology for LIHTC amortization, and $665 thousand in legal settlements.
For the three months ended March 31, 2026, noninterest expense totaled $52.0 million, an increase of $21.3 million, or 69.6%, compared to $30.6 million for the three months ended March 31, 2025.
Merger and acquisition expenses increased $7.4 million to $7.7 million for the three months ended March 31, 2026, driven by $7.2 million related to the 1st Colonial acquisition, $544 thousand related to the Cumberland Advisors acquisition, compared to $314 thousand in the same period of 2025.
Salaries and benefits increased $7.0 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase is attributable to (i) the retail staff additions at the twelve retail locations added through the William Penn acquisition and three retail locations added through the 1st Colonial acquisition; (ii) the retention of various William Penn and 1st Colonial team members through the completion of systems integrations; and (iii) the addition of staff members from the Cumberland Advisors acquisition.
Software licensing and utilization costs increased $1.0 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase reflects additional costs to (i) license the additional William Penn and 1st Colonial branches; and (ii) upgrade internal systems, including network storage, cybersecurity, and data security enhancements in response to the Bank's larger size and increased IT complexity.
Occupancy expenses increased $979 thousand for the three months ended March 31, 2026, compared to the same period in 2025. The increase was driven by the facility operating costs of the additional retail locations added through the William Penn, 1st Colonial, and Cumberland Advisors acquisitions.
The core efficiency ratio(1) was 63.5% for the first quarter of 2026, compared to 55.3% for the fourth quarter of 2025 and 62.8% for the first quarter of 2025. The change in the core efficiency ratio during the first quarter of 2026 compared to the fourth quarter of 2025 was primarily driven by higher core noninterest expenses associated with the addition of 1st Colonial, including incremental personnel and operating costs, which more than offset growth in net interest income. The Company continues to evaluate opportunities to achieve cost synergies as integration progresses.
1st Colonial Acquisition
On February 27, 2026, Mid Penn completed its acquisition of 1st Colonial through the merger of 1st Colonial with and into Mid Penn.
Each share of 1st Colonial common stock issued and outstanding as of February 27, 2026, was converted into the right to receive either 0.695 shares of Mid Penn common stock and cash in lieu of fractional shares or $18.50 per share of 1st Colonial common stock. Mid Penn issued approximately 2,111,076 shares of Mid Penn common stock and paid holders of 1st Colonial common stock approximately $37.5 million in cash. Mid Penn also recorded Goodwill of $15.3 million, and a core deposit intangible asset of $17.3 million as a result of this acquisition.
Cumberland Advisors Acquisition
On January 1, 2026, Mid Penn completed its acquisition of Cumberland Advisors, Inc., a registered investment advisory firm headquartered in Sarasota, Florida, with approximately $3.2 billion in assets under management.
Each share of Cumberland Advisors common stock issued and outstanding as of January 1, 2026 was converted into the right to receive 17.79 shares of Mid Penn common stock or $539.22 for each share of Cumberland Advisors common stock owned. As a result of the acquisition, Mid Penn paid holders of Cumberland Advisors common stock approximately $1.7 million in cash and issued approximately 127,009 shares of Mid Penn common stock. Mid Penn also recorded Goodwill of $5.1 million, customer list intangible assets of $2.1 million, and non-compete intangible assets of $219 thousand as a result of this acquisition.
(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document. Non-GAAP financial measure.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, and market conditions. These statements may be identified by such forward-looking terminology as "continues," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn’s portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; results of the regulatory examination and supervision process and oversight, including changes in monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; the availability of financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements, the possibility that the anticipated benefits of a transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in legacy Mid Penn and target markets; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of a transaction; the ability to complete the integration of Mid Penn and its target successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with a transaction; and other factors that may affect the future results of Mid Penn.
For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events, except as required by law.
SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
| (Dollars in thousands, except per share data) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30, <br>2025 | Mar. 31, <br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending Balances: | |||||||||||||||
| Investment securities | $ | 830,499 | $ | 769,045 | $ | 781,888 | $ | 769,211 | $ | 634,044 | |||||
| Loans, net of unearned income | 5,509,940 | 4,862,838 | 4,821,134 | 4,832,898 | 4,491,167 | ||||||||||
| Total assets | 6,964,809 | 6,133,896 | 6,267,349 | 6,354,543 | 5,546,026 | ||||||||||
| Total deposits | 5,970,967 | 5,214,663 | 5,342,720 | 5,449,664 | 4,732,202 | ||||||||||
| Shareholders' equity | 887,405 | 814,058 | 796,323 | 775,708 | 667,933 | ||||||||||
| Average Balances: | |||||||||||||||
| Investment securities | 783,768 | 774,962 | 782,020 | 652,105 | 639,580 | ||||||||||
| Loans, net of unearned income | 5,083,240 | 4,844,308 | 4,804,163 | 4,724,638 | 4,459,679 | ||||||||||
| Total assets | 6,393,011 | 6,202,310 | 6,385,751 | 6,036,045 | 5,491,763 | ||||||||||
| Total deposits | 5,393,592 | 5,290,598 | 5,468,144 | 5,159,754 | 4,681,708 | ||||||||||
| Shareholders' equity | 845,553 | 803,093 | 783,547 | 670,491 | 660,964 | ||||||||||
| Three Months Ended | |||||||||||||||
| Income Statement: | Mar. 31, <br>2026 | Dec. 31,<br>2025 | Sep. 30,<br>2025 | Jun. 30, <br>2025 | Mar. 31,<br>2025 | ||||||||||
| Net interest income | $ | 55,250 | $ | 54,751 | $ | 53,629 | $ | 48,206 | $ | 42,509 | |||||
| Provision/(benefit) for credit losses (4) | 1,594 | (839) | (434) | 2,269 | 301 | ||||||||||
| Noninterest income | 9,604 | 7,277 | 8,183 | 6,143 | 5,239 | ||||||||||
| Noninterest expense | 51,959 | 35,848 | 37,982 | 47,798 | 30,642 | ||||||||||
| Income before provision for income taxes | 11,301 | 27,019 | 24,264 | 4,282 | 16,805 | ||||||||||
| Provision/(benefit) for income taxes | 2,595 | 7,572 | 5,967 | (480) | 3,063 | ||||||||||
| Net income available to shareholders | 8,706 | 19,447 | 18,297 | 4,762 | 13,742 | ||||||||||
| Net income excluding non-recurring income and expenses (1) | 15,294 | 19,224 | 17,772 | 15,074 | 13,907 | ||||||||||
| Per Share: | |||||||||||||||
| Basic earnings per common share | $ | 0.36 | $ | 0.84 | $ | 0.80 | $ | 0.22 | $ | 0.71 | |||||
| Diluted earnings per common share | 0.36 | 0.83 | 0.79 | 0.22 | 0.71 | ||||||||||
| Cash dividends declared | 0.22 | 0.22 | 0.20 | 0.20 | 0.20 | ||||||||||
| Book value per common share | 35.08 | 35.32 | 34.56 | 33.85 | 34.50 | ||||||||||
| Tangible book value per common share (1) | 27.56 | 28.76 | 27.96 | 27.22 | 27.58 | ||||||||||
| Asset Quality: | |||||||||||||||
| Net charge-offs/(recoveries) to average loans (3) | 0.084 | % | 0.038 | % | 0.008 | % | 0.069 | % | (0.0003 | %) | |||||
| Non-performing loans to total loans | 0.54 | 0.47 | 0.37 | 0.38 | 0.54 | ||||||||||
| Non-performing asset to total loans and other real estate | 0.69 | 0.63 | 0.57 | 0.58 | 0.57 | ||||||||||
| Non-performing asset to total assets | 0.55 | 0.50 | 0.44 | 0.44 | 0.46 | ||||||||||
| ACL on loans to total loans | 0.75 | 0.74 | 0.77 | 0.78 | 0.80 | ||||||||||
| ACL on loans to nonperforming loans | 138.68 | 157.25 | 207.92 | 206.49 | 149.05 | ||||||||||
| Profitability: | |||||||||||||||
| Return on average assets (3) | 0.55 | % | 1.24 | % | 1.14 | % | 0.32 | % | 1.01 | % | |||||
| Return on average equity (3) | 4.18 | 9.61 | 9.26 | 2.85 | 8.43 | ||||||||||
| Return on average tangible common equity (1) (3) | 5.82 | 12.29 | 11.95 | 4.05 | 10.84 | ||||||||||
| Tax-equivalent net interest margin | 3.80 | 3.79 | 3.60 | 3.44 | 3.37 | ||||||||||
| Core Efficiency ratio (1) | 63.52 | 55.26 | 58.80 | 62.56 | 62.79 | ||||||||||
| Capital Ratios: | |||||||||||||||
| Tier 1 Capital (to Average Assets) (2) | 11.4 | % | 11.0 | % | 10.4 | % | 10.6 | % | 10.2 | % | |||||
| Common Tier 1 Capital (to Risk Weighted Assets) (2) | 12.7 | 13.5 | 13.9 | 12.8 | 12.0 | ||||||||||
| Tier 1 Capital (to Risk Weighted Assets) (2) | 12.7 | 13.5 | 13.9 | 12.8 | 12.0 | ||||||||||
| Total Capital (to Risk Weighted Assets) (2) | 13.5 | 14.3 | 15.5 | 14.4 | 13.8 |
(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.
(2)Regulatory capital ratios as of March 31, 2026 are preliminary estimates while prior period ratios are actual.
(3)Annualized ratio
(4)Includes $2.3 million related to non-PCD loans acquired in the William Penn acquisition on April 30, 2025. This amount reflects accounting guidance in effect prior to the Company's adoption of ASU 2025-08, under which the allowance for certain purchased loans was recognized through provision expense.
CONSOLIDATED BALANCE SHEETS (Unaudited):
| (Dollars in thousands, except share data) | Mar. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||
| Cash and due from banks | $ | 60,967 | $ | 46,695 | $ | 18,013 | $ | 52,671 | $ | 47,688 |
| Interest-bearing balances with other financial institutions | 19,383 | 29,178 | 24,736 | 22,828 | 16,880 | |||||
| Federal funds sold | 60,840 | 23,045 | 214,420 | 261,353 | 42,686 | |||||
| Total cash and cash equivalents | 141,190 | 98,918 | 257,169 | 336,852 | 107,254 | |||||
| Investment Securities: | ||||||||||
| Held to maturity, at amortized cost | 340,957 | 347,285 | 354,094 | 364,029 | 375,115 | |||||
| Available for sale, at fair value | 484,130 | 416,314 | 427,352 | 404,745 | 258,493 | |||||
| Equity securities available for sale, at fair value | 5,412 | 5,446 | 442 | 437 | 436 | |||||
| Loans held for sale | 16,554 | 3,668 | 6,085 | 6,101 | 6,851 | |||||
| Loans, net of unearned income | 5,509,940 | 4,862,838 | 4,821,134 | 4,832,898 | 4,491,167 | |||||
| Less: Allowance for credit losses | (41,105) | (36,091) | (37,337) | (37,615) | (35,838) | |||||
| Net loans | 5,468,835 | 4,826,747 | 4,783,797 | 4,795,283 | 4,455,329 | |||||
| Premises and equipment, net | 49,611 | 48,742 | 48,491 | 47,732 | 40,328 | |||||
| Operating lease right of use asset | 16,803 | 15,169 | 15,700 | 15,026 | 9,402 | |||||
| Finance lease right of use asset | 2,323 | 2,368 | 2,413 | 2,458 | 2,503 | |||||
| Cash surrender value of life insurance | 116,474 | 95,351 | 95,015 | 94,770 | 51,351 | |||||
| Restricted investment in bank stocks | 10,081 | 7,576 | 6,737 | 7,110 | 6,660 | |||||
| Accrued interest receivable | 32,958 | 29,640 | 29,705 | 28,546 | 27,263 | |||||
| Deferred income taxes | 23,798 | 21,416 | 27,475 | 35,333 | 21,800 | |||||
| Goodwill | 157,121 | 136,620 | 136,620 | 135,473 | 128,160 | |||||
| Core deposit and other intangibles, net | 33,013 | 14,657 | 15,586 | 16,531 | 5,814 | |||||
| Foreclosed assets held for sale | 8,420 | 7,806 | 9,346 | 9,816 | 1,402 | |||||
| Other assets | 57,129 | 56,173 | 51,322 | 54,301 | 47,865 | |||||
| Total Assets | $ | 6,964,809 | $ | 6,133,896 | $ | 6,267,349 | $ | 6,354,543 | $ | 5,546,026 |
| LIABILITIES & SHAREHOLDERS’ EQUITY | ||||||||||
| Deposits: | ||||||||||
| Noninterest-bearing demand | $ | 933,497 | $ | 834,013 | $ | 836,374 | $ | 857,072 | $ | 788,316 |
| Interest-bearing transaction accounts | 3,357,497 | 2,829,175 | 2,852,361 | 2,770,877 | 2,368,837 | |||||
| Time | 1,679,973 | 1,551,475 | 1,653,985 | 1,821,715 | 1,575,049 | |||||
| Total Deposits | 5,970,967 | 5,214,663 | 5,342,720 | 5,449,664 | 4,732,202 | |||||
| Short-term borrowings | 31,500 | 20,833 | — | — | 25,000 | |||||
| Long-term debt | 3,021 | 23,139 | 23,258 | 23,374 | 23,489 | |||||
| Subordinated debt and trust preferred securities | — | — | 37,149 | 37,303 | 45,587 | |||||
| Operating lease liability | 17,186 | 15,405 | 15,973 | 15,342 | 9,765 | |||||
| Accrued interest payable | 12,195 | 10,942 | 16,460 | 13,421 | 12,900 | |||||
| Other liabilities | 42,535 | 34,856 | 35,466 | 39,731 | 29,150 | |||||
| Total Liabilities | 6,077,404 | 5,319,838 | 5,471,026 | 5,578,835 | 4,878,093 | |||||
| Shareholders' Equity: | ||||||||||
| Common stock, par value $1.00 per share; 40.0 million shares authorized | 25,817 | 23,567 | 23,551 | 23,419 | 19,803 | |||||
| Additional paid-in capital | 659,883 | 589,421 | 588,405 | 584,291 | 480,866 | |||||
| Retained earnings | 222,154 | 219,685 | 205,320 | 191,574 | 191,469 | |||||
| Accumulated other comprehensive loss | (8,157) | (6,323) | (8,907) | (11,756) | (14,163) | |||||
| Treasury stock | (12,292) | (12,292) | (12,046) | (11,820) | (10,042) | |||||
| Total Shareholders’ Equity | 887,405 | 814,058 | 796,323 | 775,708 | 667,933 | |||||
| Total Liabilities and Shareholders' Equity | $ | 6,964,809 | $ | 6,133,896 | $ | 6,267,349 | $ | 6,354,543 | $ | 5,546,026 |
CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share data) | Mar. 31, 2026 | Dec. 31,<br>2025 | Sep. 30,<br>2025 | Jun. 30,<br>2025 | Mar. 31,<br>2025 | |||||
| INTEREST INCOME | ||||||||||
| Loans, including fees | $ | 76,798 | $ | 76,916 | $ | 76,262 | $ | 72,469 | $ | 66,537 |
| Investment securities: | ||||||||||
| Taxable | 6,501 | 6,590 | 6,614 | 4,637 | 4,460 | |||||
| Tax-exempt | 297 | 320 | 331 | 344 | 348 | |||||
| Other interest-bearing balances | 110 | 135 | 196 | 142 | 138 | |||||
| Federal funds sold | 220 | 1,179 | 3,463 | 2,428 | 261 | |||||
| Total Interest Income | 83,926 | 85,140 | 86,866 | 80,020 | 71,744 | |||||
| INTEREST EXPENSE | ||||||||||
| Deposits | 27,848 | 29,930 | 32,631 | 30,981 | 28,264 | |||||
| Short-term borrowings | 702 | 5 | — | 86 | 290 | |||||
| Long-term and subordinated debt | 126 | 454 | 606 | 747 | 681 | |||||
| Total Interest Expense | 28,676 | 30,389 | 33,237 | 31,814 | 29,235 | |||||
| Net Interest Income | 55,250 | 54,751 | 53,629 | 48,206 | 42,509 | |||||
| Net (benefit)/provision for credit losses (1) | 1,594 | (839) | (434) | 2,269 | 301 | |||||
| Net Interest Income After Provision for Credit Losses | 53,656 | 55,590 | 54,063 | 45,937 | 42,208 | |||||
| NONINTEREST INCOME | ||||||||||
| Fiduciary and wealth management | 3,661 | 1,412 | 1,340 | 1,406 | 1,140 | |||||
| ATM debit card interchange | 1,035 | 1,053 | 1,019 | 958 | 919 | |||||
| Service charges on deposits | 636 | 634 | 647 | 652 | 562 | |||||
| Mortgage banking | 314 | 552 | 1,013 | 676 | 591 | |||||
| Mortgage hedging | 81 | (22) | 50 | (7) | (9) | |||||
| Net gain on sales of SBA loans | 163 | 100 | — | 63 | 57 | |||||
| Earnings from cash surrender value of life insurance | 705 | 609 | 605 | 491 | 274 | |||||
| Net gain on sales of investment securities | — | 10 | — | — | — | |||||
| Other | 3,009 | 2,929 | 3,509 | 1,904 | 1,705 | |||||
| Total Noninterest Income | 9,604 | 7,277 | 8,183 | 6,143 | 5,239 | |||||
| NONINTEREST EXPENSE | ||||||||||
| Salaries and employee benefits | 23,346 | 20,026 | 20,941 | 20,753 | 16,309 | |||||
| Software licensing and utilization | 3,598 | 3,406 | 3,310 | 3,272 | 2,574 | |||||
| Occupancy, net | 3,253 | 2,624 | 2,642 | 2,365 | 2,274 | |||||
| Equipment | 1,553 | 1,435 | 1,248 | 1,248 | 1,094 | |||||
| Shares tax | 964 | 245 | 1,006 | 606 | 919 | |||||
| Legal and professional fees | 1,688 | 992 | 1,070 | 993 | 826 | |||||
| ATM/card processing | 757 | 771 | 557 | 621 | 733 | |||||
| Intangible amortization | 1,300 | 930 | 944 | 744 | 428 | |||||
| FDIC Assessment | 800 | 1,046 | 422 | 994 | 990 | |||||
| Loss/(gain) on sale or write-down of foreclosed assets, net | 491 | 203 | 471 | — | (28) | |||||
| Merger and acquisition (2) | 7,723 | (39) | 233 | 11,011 | 314 | |||||
| Other | 6,486 | 4,209 | 5,138 | 5,191 | 4,209 | |||||
| Total Noninterest Expense | 51,959 | 35,848 | 37,982 | 47,798 | 30,642 | |||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | 11,301 | 27,019 | 24,264 | 4,282 | 16,805 | |||||
| Provision/(benefit) for income taxes | 2,595 | 7,572 | 5,967 | (480) | 3,063 | |||||
| NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ | 8,706 | $ | 19,447 | $ | 18,297 | $ | 4,762 | $ | 13,742 |
| PER COMMON SHARE DATA: | ||||||||||
| Basic Earnings Per Common Share | $ | 0.36 | $ | 0.84 | $ | 0.80 | $ | 0.22 | $ | 0.71 |
| Diluted Earnings Per Common Share | 0.36 | 0.83 | 0.79 | 0.22 | 0.71 | |||||
| Cash Dividends Declared | 0.22 | 0.22 | 0.20 | 0.20 | 0.20 |
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn acquisition on April 30, 2025. This amount reflects accounting guidance in effect prior to the Company's adoption of ASU 2025-08, under which the allowance for certain purchased loans was recognized through provision expense.
(2) Includes release of merger and acquisition accruals related to William Penn acquisition in the fourth quarter of 2025.
CONSOLIDATED – AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Unaudited):
| Average Balances, Income and Interest Rates on a Taxable Equivalent Basis | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended | ||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest | Yield/<br><br>Rate(2) | Average Balance | Interest | Yield/<br><br>Rate(2) | Average Balance | Interest | Yield/<br><br>Rate(2) | |||||||||
| ASSETS: | ||||||||||||||||||
| Interest Bearing Balances | $ | 19,647 | $ | 110 | 2.27 | % | $ | 21,590 | $ | 135 | 2.48 | % | $ | 20,794 | $ | 138 | 2.69 | % |
| Investment Securities: | ||||||||||||||||||
| Taxable | 715,209 | 6,486 | 3.68 | 711,663 | 6,477 | 3.61 | 569,800 | 4,309 | 3.07 | |||||||||
| Tax-Exempt | 68,559 | 297 | 1.76 | 63,299 | 320 | 2.01 | 69,780 | 348 | 2.02 | |||||||||
| Total Securities | 783,768 | 6,783 | 3.51 | 774,962 | 6,797 | 3.48 | 639,580 | 4,657 | 2.95 | |||||||||
| Federal Funds Sold | 16,994 | 220 | 5.25 | 115,298 | 1,179 | 4.06 | 23,754 | 261 | 4.46 | |||||||||
| Loans, Net of Unearned Income | 5,083,240 | 76,798 | 6.13 | 4,844,308 | 76,916 | 6.30 | 4,459,679 | 66,537 | 6.05 | |||||||||
| Restricted Investment in Bank Stocks | 10,864 | 15 | 0.56 | 6,775 | 113 | 6.62 | 7,101 | 151 | 8.62 | |||||||||
| Total Earning Assets | 5,914,513 | 83,926 | 5.75 | 5,762,933 | 85,140 | 5.86 | 5,150,908 | 71,744 | 5.65 | |||||||||
| Cash and Due from Banks | 55,545 | 45,031 | 39,916 | |||||||||||||||
| Other Assets | 422,953 | 394,346 | 300,939 | |||||||||||||||
| Total Assets | $ | 6,393,011 | $ | 6,202,310 | $ | 5,491,763 | ||||||||||||
| LIABILITIES & SHAREHOLDERS' EQUITY: | ||||||||||||||||||
| Interest-bearing Demand | $ | 1,382,567 | $ | 5,417 | 1.59 | % | $ | 1,269,387 | $ | 5,546 | 1.73 | % | $ | 1,051,325 | $ | 4,681 | 1.81 | % |
| Money Market | 1,216,581 | 7,470 | 2.49 | 1,256,345 | 8,446 | 2.67 | 1,027,355 | 6,941 | 2.74 | |||||||||
| Savings | 363,593 | 300 | 0.33 | 322,606 | 61 | 0.08 | 260,965 | 54 | 0.08 | |||||||||
| Time | 1,579,915 | 14,661 | 3.76 | 1,597,442 | 15,877 | 3.94 | 1,589,083 | 16,588 | 4.23 | |||||||||
| Total Interest-bearing Deposits | 4,542,656 | 27,848 | 2.49 | 4,445,780 | 29,930 | 2.67 | 3,928,728 | 28,264 | 2.92 | |||||||||
| Short term borrowings | 71,111 | 702 | 4.00 | 226 | 5 | 8.78 | 24,892 | 290 | 4.72 | |||||||||
| Long-term debt | 11,733 | 126 | 4.36 | 23,185 | 257 | 4.40 | 23,533 | 257 | 4.43 | |||||||||
| Subordinated debt and trust preferred securities | — | — | — | 15,690 | 197 | 4.98 | 45,662 | 424 | 3.77 | |||||||||
| Total Interest-bearing Liabilities | 4,625,500 | 28,676 | 2.51 | 4,484,881 | 30,389 | 2.69 | 4,022,815 | 29,235 | 2.95 | |||||||||
| Noninterest-bearing Demand | 850,936 | 844,818 | 752,980 | |||||||||||||||
| Other Liabilities | 71,022 | 69,518 | 55,004 | |||||||||||||||
| Shareholders' Equity | 845,553 | 803,093 | 660,964 | |||||||||||||||
| Total Liabilities & Shareholders' Equity | $ | 6,393,011 | $ | 6,202,310 | $ | 5,491,763 | ||||||||||||
| Net Interest Income | $ | 55,250 | $ | 54,751 | $ | 42,509 | ||||||||||||
| Taxable Equivalent Adjustment (1) | 236 | 243 | 242 | |||||||||||||||
| Net Interest Income (taxable equivalent basis) | $ | 55,486 | $ | 54,994 | $ | 42,751 | ||||||||||||
| Total Yield on Earning Assets | 5.75 | % | 5.86 | % | 5.65 | % | ||||||||||||
| Cost of funds | 2.12 | % | 2.26 | % | 2.48 | % | ||||||||||||
| Rate on Supporting Liabilities | 2.51 | 2.69 | 2.95 | |||||||||||||||
| Average Interest Spread | 3.24 | 3.17 | 2.70 | |||||||||||||||
| Tax-Equivalent Net Interest Margin | 3.80 | 3.79 | 3.37 |
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
(2)Annualized ratios
ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
| (Dollars in thousands) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30,<br>2025 | Mar. 31, <br>2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses on Loans: | ||||||||||
| Beginning balance | $ | 36,091 | $ | 37,337 | $ | 37,615 | $ | 35,838 | $ | 35,514 |
| Allowance for credit losses on loans acquired | 4,415 | — | — | 343 | — | |||||
| Loans Charged off | ||||||||||
| Commercial real estate | ||||||||||
| CRE Nonowner Occupied | (499) | (394) | — | (691) | — | |||||
| CRE Owner Occupied | — | (346) | — | — | — | |||||
| Multifamily | — | — | — | — | — | |||||
| Farmland | — | — | — | — | — | |||||
| Commercial and industrial | — | — | (91) | (203) | — | |||||
| Construction | ||||||||||
| Residential Construction | — | — | — | — | — | |||||
| Other Construction | — | — | — | — | — | |||||
| Residential mortgage | ||||||||||
| 1-4 Family 1st Lien | — | — | — | — | — | |||||
| 1-4 Family Rental | (13) | — | — | — | — | |||||
| HELOC and Junior Liens | — | — | — | — | — | |||||
| Consumer | (641) | (28) | (40) | (15) | (15) | |||||
| Total loans charged off | (1,153) | (768) | (131) | (909) | (15) | |||||
| Recoveries of loans previously charged off | ||||||||||
| Commercial real estate | ||||||||||
| CRE Nonowner Occupied | — | 294 | 9 | 1 | 1 | |||||
| CRE Owner Occupied | 93 | — | — | — | — | |||||
| Multifamily | — | — | — | — | — | |||||
| Farmland | — | — | — | — | — | |||||
| Commercial and industrial | — | — | — | 3 | 6 | |||||
| Construction | ||||||||||
| Residential Construction | — | — | — | — | — | |||||
| Other Construction | — | — | — | — | — | |||||
| Residential mortgage | ||||||||||
| 1-4 Family 1st Lien | 2 | 2 | 3 | 83 | 2 | |||||
| 1-4 Family Rental | — | — | — | — | — | |||||
| HELOC and Junior Liens | — | — | — | — | — | |||||
| Consumer | 9 | 7 | 28 | 11 | 9 | |||||
| Total loans recovered | 104 | 303 | 40 | 98 | 18 | |||||
| Balance before provision | 39,457 | 36,872 | 37,524 | 35,370 | 35,517 | |||||
| Provision/(benefit) for credit losses - loans (1) | 1,648 | (781) | (187) | 2,245 | 321 | |||||
| Balance, end of quarter | $ | 41,105 | $ | 36,091 | $ | 37,337 | $ | 37,615 | $ | 35,838 |
| Nonperforming Assets | ||||||||||
| Total nonaccrual loans | $ | 29,641 | $ | 22,951 | $ | 17,957 | $ | 18,216 | $ | 24,045 |
| Foreclosed real estate | 8,420 | 7,806 | 9,346 | 9,816 | 1,402 | |||||
| Total nonperforming assets | 38,061 | 30,757 | 27,303 | 28,032 | 25,447 | |||||
| Accruing loans 90 days or more past due | — | — | 160 | — | 3 | |||||
| Total risk elements | $ | 38,061 | $ | 30,757 | $ | 27,463 | $ | 28,032 | $ | 25,450 |
(1) Includes $2.3 million related to non-PCD loans acquired in the William Penn acquisition on April 30, 2025. This amount reflects accounting guidance in effect prior to the Company's adoption of ASU 2025-08, under which the allowance for certain purchased loans was recognized through provision expense.
RECONCILIATION OF NON-GAAP MEASURES (Unaudited)
Explanatory note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Mid Penn’s management uses these non-GAAP financial measures in their analysis of Mid Penn’s performance. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. Adjusted earnings per common share excludes from income available to common shareholders certain expenses related to significant non-core activities, including merger-related expenses, net of income taxes. For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity. The core efficiency ratio is often used by management to measure its noninterest expense as a percentage of its revenue. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn’s results and financial condition as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding Mid Penn’s ongoing operating results. This supplemental presentation should not be construed as an inference that Mid Penn’s future results will be unaffected by similar adjustments to be determined in accordance with GAAP. The reconciliation of the non-GAAP to comparable GAAP financial measures can be found in the tables below.
Tangible Book Value Per Common Share
| (Dollars in thousands, except per share data) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30,<br>2025 | Mar. 31, <br>2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders' Equity | $ | 887,405 | $ | 814,058 | $ | 796,323 | $ | 775,708 | $ | 667,933 |
| Less: Goodwill | 157,121 | 136,620 | 136,620 | 135,473 | 128,160 | |||||
| Less: Core Deposit and Other Intangibles | 33,013 | 14,657 | 15,586 | 16,531 | 5,814 | |||||
| Tangible Equity | $ | 697,271 | $ | 662,781 | $ | 644,117 | $ | 623,704 | $ | 533,959 |
| Common Shares Outstanding | 25,296,763 | 23,047,203 | 23,039,223 | 22,915,194 | 19,362,094 | |||||
| Tangible Book Value per Share | $ | 27.56 | $ | 28.76 | $ | 27.96 | $ | 27.22 | $ | 27.58 |
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share data) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30,<br>2025 | Mar. 31, <br>2025 | |||||
| Net Income Available to Common Shareholders | $ | 8,706 | $ | 19,447 | $ | 18,297 | $ | 4,762 | $ | 13,742 |
| Less: BOLI Death Benefit Income | 331 | 223 | 71 | 1 | 83 | |||||
| Less: Recoveries on loans previously acquired in business combinations (1) | — | — | 534 | — | — | |||||
| Less: Swap cancellation gain | — | 83 | 279 | — | — | |||||
| Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution | — | — | 420 | — | — | |||||
| Less: Gain on sale of pension assets | — | 192 | — | — | — | |||||
| Plus: Merger and Acquisition Expenses (2) | 7,723 | (39) | 233 | 11,011 | 314 | |||||
| Plus: Compensation expense for accelerated vesting of stock options and restricted stock awards | 370 | 314 | 753 | 2,043 | — | |||||
| Plus: Legal settlement expense | 665 | — | — | — | — | |||||
| Less: Tax Effect of Non-Recurring Expenses | 1,839 | — | 207 | 2,741 | 66 | |||||
| Net Income Excluding Non-Recurring Income and Expenses | $ | 15,294 | $ | 19,224 | $ | 17,772 | $ | 15,074 | $ | 13,907 |
| Weighted-average Shares Outstanding | 23,949,008 | 23,045,983 | 23,005,504 | 21,566,617 | 19,355,867 | |||||
| Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses | $ | 0.64 | $ | 0.83 | $ | 0.77 | $ | 0.70 | $ | 0.72 |
(1) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.
(2) Includes release of merger and acquisition accruals related to William Penn acquisition in Q4 2025.
Return on Average Tangible Common Equity
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30, <br>2025 | Mar. 31, <br>2025 | ||||||||||
| Net income available to common shareholders | $ | 8,706 | $ | 19,447 | $ | 18,297 | $ | 4,762 | $ | 13,742 | |||||
| Plus: Intangible amortization, net of tax | 1,027 | 735 | 746 | 588 | 338 | ||||||||||
| 9,733 | 20,182 | 19,043 | 5,350 | 14,080 | |||||||||||
| Average shareholders' equity | 845,553 | 803,093 | 783,547 | 670,491 | 660,964 | ||||||||||
| Less: Average goodwill | 147,021 | 136,620 | 135,486 | 130,824 | 128,160 | ||||||||||
| Less: Average core deposit and other intangibles | 20,835 | 14,969 | 16,003 | 9,824 | 6,023 | ||||||||||
| Average tangible common shareholders' equity | $ | 677,697 | $ | 651,504 | $ | 632,058 | $ | 529,843 | $ | 526,781 | |||||
| Return on average tangible common equity(1) | 5.82 | % | 12.29 | % | 11.95 | % | 4.05 | % | 10.84 | % |
(1) Annualized ratio
Core Efficiency Ratio (Non-GAAP)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Mar. 31, <br>2026 | Dec. 31, <br>2025 | Sep. 30, <br>2025 | Jun. 30, 2025 | Mar. 31, <br>2025 | ||||||||||
| Noninterest expense | $ | 51,959 | $ | 35,848 | $ | 37,982 | $ | 47,798 | $ | 30,642 | |||||
| Less: Merger and acquisition expenses (1) | 7,723 | (39) | 233 | 11,011 | 314 | ||||||||||
| Less: Compensation expense for accelerated vesting of stock options and restricted stock awards | 370 | 314 | 753 | 2,043 | — | ||||||||||
| Less: Intangible amortization | 1,300 | 930 | 944 | 744 | 428 | ||||||||||
| Less: Loss/(gain) on sale or write-down of foreclosed assets, net | 491 | 203 | 471 | — | (28) | ||||||||||
| Less: Other expenses on foreclosed assets | 427 | 445 | — | — | — | ||||||||||
| Less: Legal settlement expense | 665 | — | — | — | — | ||||||||||
| Efficiency ratio numerator | 40,983 | 33,995 | 35,581 | 34,000 | 29,928 | ||||||||||
| Net interest income | 55,250 | 54,751 | 53,629 | 48,206 | 42,509 | ||||||||||
| Noninterest income | 9,604 | 7,277 | 8,183 | 6,143 | 5,239 | ||||||||||
| Less: BOLI Death Benefit | 331 | 223 | 71 | 1 | 83 | ||||||||||
| Less: Recoveries on loans previously acquired in business combinations (2) | — | — | 534 | — | — | ||||||||||
| Less: Swap cancellation gain | — | 83 | 279 | — | — | ||||||||||
| Less: Gain on the closing of an investment of a reinsurance entity acquired from another institution | — | — | 420 | — | — | ||||||||||
| Less: Gain on sale of pension assets | — | 192 | — | — | — | ||||||||||
| Less: Net gain on sales of investment securities | — | 10 | — | — | — | ||||||||||
| Efficiency ratio denominator | $ | 64,523 | $ | 61,520 | $ | 60,508 | $ | 54,348 | $ | 47,665 | |||||
| Core efficiency ratio | 63.52 | % | 55.26 | % | 58.80 | % | 62.56 | % | 62.79 | % | |||||
| Tax effect on non-GAAP adjustments (3) | 236 | 243 | 245 | 245 | 242 | ||||||||||
| Tax-effected core efficiency ratio | 63.29 | % | 55.04 | % | 58.57 | % | 62.28 | % | 62.47 | % |
(1) Includes release of merger and acquisition accruals related to William Penn acquisition in Q4 2025.
(2) These recoveries are recognized in noninterest income rather than a reduction to the allowance for credit losses, consistent with purchase accounting treatment, as expected credit losses on acquired loans were reflected in fair value adjustments at the acquisition date.
(3) Tax effected using a 21% statutory federal tax rate.
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