8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

July 2, 2025

Date of Report (Date of earliest event reported)

Mifflinburg Bancorp, Inc.

(Exact name of registrant as specified in its charter)

250 East Chestnut Street

Mifflinburg, PA 17844

(Address of principal executive offices)

570-966-1041

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

If an emerging growth company, indicate by check mark if 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 ☐

ITEM 8.01 OTHER EVENTS.

On July 2, 2025, Mifflinburg Bancorp, Inc (“MIFF”), jointly issued a press release with Northumberland Bancorp (“NUBC”), announcing that MIFF has received the regulatory approvals and waivers from the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia necessary to complete the proposed strategic mergers of equals between MIFF and NUBC and each company’s respective bank subsidiary. MIFF and NUBC anticipate completing the transaction on August 1, 2025, subject to customary closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable

(b) Not applicable

(c) Not applicable

**(**d) Exhibits.

SIGNATURE

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.

ex_835939.htm

Exhibit 99.1

MIFFLINBURG BANCORP, INC. AND NORTHUMBERLAND BANCORP ANNOUNCE

RECEIPT OF REGULATORY APPROVALS FOR MERGER OF EQUALS

Mifflinburg, PA and Northumberland, PA, July 2, 2025 – Mifflinburg Bancorp, Inc. (OTCPK: MIFF) (“MIFF”), the bank holding company for Mifflinburg Bank and Trust Company, and Northumberland Bancorp (OTCPK: NUBC) (“NUBC”), the bank holding company for The Northumberland National Bank, jointly announced that, in connection with their proposed strategic merger of equals, they have received the requisite regulatory approvals and waivers from the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia to complete their transaction on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of September 24, 2024, as amended on and January 3, 2025 and March 25, 2025, by and between MIFF and NUBC. The closing of the proposed merger remains subject to customary closing conditions. MIFF and NUBC expect that the merger transaction will close on or about August 1, 2025.

As part of the Agreement and Plan of Merger, the companies have agreed to rename the combined holding company “Steele Bancorp, Inc” and to rebrand the merged bank name as “Central Penn Bank & Trust” (“CPBT”). CPBT will operate as a full-service commercial bank, maintaining a strong presence across the region, with offices in Lewisburg, Mifflinburg, Middleburg, Millheim, Milton, Northumberland, Port Trevorton, Hummels Wharf/Shamokin Dam, Selinsgrove, Sunbury, and surrounding communities in Central Pennsylvania. The newly combined institution remains committed to delivering modern banking solutions, enhanced security, and personalized service to both individual and business customers.

About Mifflinburg Bancorp, Inc.

Mifflinburg Bancorp, Inc. is the bank holding company for Mifflinburg Bank and Trust Company. Mifflinburg Bank and Trust Company is a full-service commercial bank, serving customers from seven locations in Mifflinburg, Lewisburg, Millheim, Milton, Selinsgrove and Shamokin Dam, Pennsylvania. The Bank has 81 employees. As of December 31, 2024, Mifflinburg Bancorp, Inc. had $597 million in total assets.

About Northumberland Bancorp

Northumberland Bancorp is the bank holding company for The Northumberland National Bank, a community bank with six offices located in Northumberland, Hummels Wharf, Middleburg, Port, Trevorton, Selinsgrove and Sunbury, Pennsylvania. The Northumberland National Bank has 103 employees. As of December 31, 2024, Northumberland Bancorp had approximately $666 million in total assets.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements about Mifflinburg Bancorp, Inc. (“MIFF”) and Northumberland Bancorp (“NUBC”), together with their respective banking subsidiaries, Mifflinburg Bank and Trust Company and The Northumberland National Bank, may include beliefs, goals, intentions and expectations and involve substantial risks and uncertainties.  Statements other than statements of current or historical fact, including statements regarding future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to MIFF or NUBC are forward-looking statements.  Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” and other similar expressions are intended to identify these forward-looking statements.  Such statements are subject to factors that could cause actual results to differ materially from anticipated results.  Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) costs or difficulties related to integration of the two companies following the merger; (2) the risk that the anticipated benefits, cost savings and any other savings from the merger may not be fully realized or may take longer than expected to realize; (3) changes to interest rates; (4) the ability to control costs and expenses; (5) general economic conditions; (6) adverse developments in borrower industries and, in particular, declines in real estate values; (7) MIFF’s ability to maintain compliance with federal and state laws that regulate its business and capital levels; (8) MIFF’s ability to reais capital as needed by its business; and (9) the other factors discussed in other reports MIFF may file with the Securities and Exchange Commission (“SEC”).  Neither MIFF nor NUBC undertake and each specifically disclaims any obligation to publicly release any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.  You are cautioned not to place undue reliance on these forward-looking statements.