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):  November 18, 2021

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Securities registered pursuant to Section 12(b) of the Act:

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:

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 ☐

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. ☐

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 5.07Submission of Matters to a Vote of Security Holders.

Mid Penn Bancorp, Inc. (the “Corporation”) held a Special Meeting of Shareholders (the “Special Meeting”) on November 18, 2021. The following is a summary of the matters voted upon at the Special Meeting and the votes cast on each matter.

Proposal No. 1. To approve and adopt the Agreement and Plan of Merger, dated June 30, 2021, as amended, (the “Merger Agreement”), by and between Mid Penn Bancorp, Inc. (“Mid Penn”) and Riverview Financial Corporation (“Riverview”), which provides for, among other things, the merger of Riverview with and into Mid Penn.

The shareholders approved and adopted the Merger Agreement. The number and type of votes cast with respect to the proposal were as follows:

In connection with the Special Meeting, the Corporation also solicited proxies with respect to a proposal to authorize the Board of Directors to adjourn the Special Meeting, if necessary, to solicit additional proxies, in the event there were not sufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement. The adjournment proposal was not submitted to the Corporation’s shareholders for approval at the Special Meeting because there were sufficient votes to approve the Merger Agreement.

Item 8.01. Other Events.

On November 18, 2021, the Corporation and Riverview issued a joint press release. The press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

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.

mpb-ex991_35.htm

Exhibit 99.1

NEWS RELEASE

Contact:   Mid Penn Bancorp, Inc.

Matt Miller

matt.miller@midpennbank.com

484-527-4025

Riverview Financial Corporation

Scott A. Seasock

sseasock@riverviewbankpa.com

717-827-4039

FOR IMMEDIATE RELEASE

Shareholders of Mid Penn Bancorp, Inc. and Riverview Financial Corporation Approve Merger

MILLERSBURG, Pa. and HARRISBURG, Pa., (November 18, 2021) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) and Riverview Financial Corporation (“Riverview”) (NASDAQ: RIVE) announced today that shareholders from both Mid Penn and Riverview overwhelmingly approved Mid Penn’s proposed acquisition of Riverview at special meetings of their respective shareholders held on November 18, 2021.

“The level of support for this transaction was tremendous,” said Rory G. Ritrievi, President and CEO of Mid Penn Bancorp, Inc. “Of the total number of votes received, over 98% of Riverview shares voted in favor of the merger and more than 98% of Mid Penn shares also voted in favor of the merger.”

The merger will extend Mid Penn’s footprint into attractive new markets, including the Lehigh Valley and State College region, and will expand its presence in Western Pennsylvania.  Mid Penn, on a pro forma basis following completion of the merger, is expected to have $4.7 billion in assets.  The acquisition is subject to various conditions to closing and is anticipated to close on November 30, 2021.

Exhibit 99.1

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Millersburg, Pennsylvania, has been serving the community since 1868. Mid Penn has 36 retail locations in the state of Pennsylvania and total assets of more than $3 billion. Its footprint includes Berks, Bucks, Chester, Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Montgomery, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.

About Riverview Financial Corporation

Riverview Financial Corporation is the parent company of Riverview Bank. An independent community bank, Riverview Bank serves the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry and Schuylkill Counties through 23 community banking offices and three limited purpose offices. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities.

Safe Harbor for Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the continued effectiveness of regulatory approvals and the satisfaction of other closing conditions to the merger; the timing of closing the merger; difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s and Riverview Financial Corporation’s filings with the Securities and Exchange Commission (SEC).

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