8-K

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): February 2, 2022

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	1-13677	25-1666413
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2407 Park Drive Harrisburg, Pennsylvania	1.866.642.7736	17061
(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 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:

☐ 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))

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.

FORM 8-K

Item 7.01 Regulation FD Disclosure.

The attached presentation contains information that the members of Mid Penn Bancorp, Inc. management will use during visits with investors, analysts, and other interested parties during the first quarter of 2022.

A copy of the presentation is attached as Exhibit 99.1 to this report and is being furnished under Item 7.01 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Investor Presentation dated February 2022.
104	Cover Page Interactive Date File (embedded within the 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.
Date: February 2, 2022	/s/ Rory G. Ritrievi
	Rory G. Ritrievi
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1 DRAFT 04.07.2021 MID PENN BANCORP, INC. Investor Presentation February 2022 1

Forward-Looking Statements / Non-GAAP Disclosures Cautionary Notice Regarding Forward-Looking Statements This presentation and management’s related discussion regarding Mid Penn Bancorp, Inc. (“Mid Penn”) contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact Mid Penn expects its recently completed merger with Riverview Financial Corporation (“Riverview”) to have on the combined entity’s operations, financial condition, and financial results, and Mid Penn’s expectations about its ability to successfully integrate their respective businesses and the amount of cost savings and overall operational efficiencies Mid Penn expects to realize as a result of the acquisition. The forward-looking statements also include predictions or expectations of future business or financial performance, as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “intend,” “expect,” “anticipate,” “strategy,” “plan,” “estimate,” “approximately,” “target,” “project,” “propose,” “possible,” “potential,” “should” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of Mid Penn) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to; the risk that the businesses of Mid Penn and Riverview will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the acquisition may not be fully realized or may take longer to realize than expected; disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Mid Penn or Riverview have business relationships; diversion of management time on merger-related issues; the reaction to the transaction of the companies’ customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on Mid Penn; and other factors, many of which are beyond the control of Mid Penn. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2020, and any updates to those risk factors set forth in Mid Penn’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Mid Penn with the SEC and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Mid Penn or its respective businesses or operations. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Mid Penn does not undertake any obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as specifically required by law. Third Party Sources and Non-GAAP Financial Measures Certain information contained in this presentation and statements made orally during this presentation relate to or are based on publications and other data obtained from third-party sources. While Mid Penn believes these third-party sources to be reliable as of the date of this presentation, Mid Penn has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of certain non-GAAP financial measures to GAAP financial measures are provided in the Appendix. Numbers in this presentation may not sum due to rounding. 2

Mid Penn Bancorp, Inc. Overview Holding Company for Mid Penn Bank Franchise Highlights • Banking subsidiary: Mid Penn Bank (est. 1868), state Assets Loans Deposits chartered non member bank and trust company, headquartered in Millersburg, PA $4.0 B $4.7 B $3.1 B • A PA based commercial bank operating strategically in western, central and eastern markets ü 61 full-service retail banking locations in the counties of Dauphin, Schuylkill, Cumberland, Berks, Clearfield, Perry, Westmoreland, Bucks, and Financial Highlights Lancaster ü Implementing a Retail Network Optimization Plan to take affect on March 4, 2022 MRQ NCOs / Avg. 2,3 MRQ ROAA 1.05% 0.00% 2 Loans • Dedicated to providing comprehensive banking and trust services, including wealth management 2,3 1 MRQ ROAE 10.69% TCE / TA 8.03% • Completed $75 million common stock follow-on offering on May 4, 2021 MRQ NIM 3.05% Loans / Deposits 77.6% • Closed acquisition of Riverview Financial for $143 million on November 30, 2021 NPAs / Assets 0.22% ü Adds $1.2 billion in total assets ü Material EPS accretion projected Note: Financial information as of December 31, 2021. Source: S&P Global Market Intelligence, Company Documents. (1) Non-GAAP financial metric. Please see Appendix for GAAP to non-GAAP reconciliation. (2) Annualized financial metric. (3) Excludes merger-related costs of: (i) 3 $2.3 million relating to branch closures as a result of the recently announced Retail Network Optimization Plan, (ii) $7.6 million of termination fees and severance costs related to the Riverview acquisition, and (iii) $2.7 million of merger-related professional fees and other expenses, tax effected with a 20% tax rate.

Strengthening Presence Across Pennsylvania as a Premier Community Bank 1,2 Branch Map Top Pennsylvania Headquartered Community Banks Total MPB (45) Assets 4 Branches Expected Closures (16) 3 Rank Institution Name (#) ($M) 1 First Commonwealth Financial (PA) 93 9,545 2 S&T Bancorp Inc. (PA) 70 9,489 3 Univest Financial Corp. (PA) 44 7,122 4 Republic First Bancorp Inc. (PA) 14 5,627 5 CNB Financial Corp. (PA) 26 5,329 6 Firstrust SB (PA) 17 5,179 7 Mid Penn Bancorp Inc. (PA) 61 4,689 8 Peoples Financial Services (PA) 26 3,370 9 Orrstown Financial Services (PA) 21 2,835 10 ACNB Corp. (PA) 20 2,787 2 Top-5 Deposit Market Share by County Harrisburg MSA Deposit Market Share Total Deposit Pennsylvania Branches Deposits Market County Market Share County Rank Rank Institution Name (#) ($M) Share (%) 1 The PNC Finl Svcs Grp (PA) 9 $5,367 26.90 Dauphin 15.4% #2 2 M&T Bank Corp. (NY) 21 2,589 12.98 3 Mid Penn Bancorp Inc. (PA) 20 1,803 9.04 Schuylkill 18.9% #2 4 F.N.B. Corp. (PA) 10 1,761 8.83 5 Wells Fargo & Co. (CA) 8 1,584 7.94 Clearfield 13.3% #2 6 Orrstown Financial Services (PA) 8 1,125 5.64 7 Fulton Financial Corp. (PA) 9 1,067 5.35 Perry 19.6% #3 8 Citizens Financial Group Inc. (RI) 7 834 4.18 9 Centric Financial Corp. (PA) 4 793 3.97 Huntingdon 11.2% #4 10 S&T Bancorp Inc. (PA) 4 610 3.06 Source: S&P Global Market Intelligence, FDIC. (1) Community Banks defined as banks with less than $10B in total assets. (2) Branch, Total Deposit and Deposit Market Share data as of June 30, 2021 unless otherwise noted. (3) Total Assets data as of most recent quarter reported. (4) Branch closures are related to the 4 December 7, 2021 announcement of a Retail Network Optimization Plan under which the bank intends to close 16 of its retail locations throughout its expanded footprint. Regulatory notices have been filed with the applicable agencies and the branch closures are expected to occur on or about March 4, 2022.

Q4 2021 Highlights Selected Highlights Key Statistics 1 • Organic loan growth of 9% since December 31, 2020, primarily in the commercial real estate and commercial and industrial financing loan portfolios Balance 2 • Organic deposit growth of 19% since December 31, 2020 Sheet • Non performing assets decreased by over 32% since year-end 2020, following a successful workout of three nonaccrual commercial relationships • Recorded quarterly net income of $0.6 million (~$11M as adjusted for 3 merger-related costs ) • Increased net interest income $20.4 million or 23% when comparing year ended December 31, 2021 and December 31, 2020 Income • Increased non-interest income 20% when comparing year ended Statement December 31, 2021 and December 31, 2020, substantially due to mortgage banking and fiduciary/wealth management activities • Recognized $22.0 million PPP processing fees for the year ended December 31, 2021 • Closed acquisition of Riverview Financial Corporation for $143 million in aggregate transaction value on November 30, 2021, entering into the Lehigh Valley/State College markets Strategic • Implementing Retail Network Optimization Plan to take affect on March 4, Actions 2022 • Continued growth from new PPP customers Source: S&P Global Market Intelligence, Company Documents. Note: Financial information as of or for the quarter ended December 31, 2021. (1) Excludes impact of Riverview acquisition and Paycheck Protection Program administered by the U.S. Small Business Administration. (2) Excludes impact of Riverview 5 acquisition. (3) Excludes merger-related costs of: (i) $2.3 million relating to branch closures as a result of the recently announced Retail Network Optimization Plan, (ii) $7.6 million of termination fees and severance costs related to the Riverview acquisition, and (iii) $2.7 million of merger-related professional fees and other expenses, tax effected with a 20% tax rate.

Demonstrated Ability to Drive Balance Sheet Growth 1 Total Assets ($M) Gross Loans ($M) $4,689 $3,104 $3,453 $2,999 $2,384 $2,370 $2,231 $1,763 $2,078 $1,624 $1,170 $910 $1,033 $814 2016 2017 2018 2019 2020 2021Q3 2021Q4 2016 2017 2018 2019 2020 2021Q3 2021Q4 2 Core Loans ($M) Total Deposits ($M) $4,002 $2,167 $1,936 $1,719 $2,962 $2,475 $1,348 $1,912 $1,043 $1,726 $856 $743 $1,024 $935 2016 2017 2018 2019 2020 2021Q3 2021Q4 2016 2017 2018 2019 2020 2021Q3 2021Q4 (1) Excludes Loans Held for Sale. includes PPP loans totaling $388M in 2020, $230M in 2021Q3, and $111M in 2021Q4. (2) Represents organic loan growth (total loans (excluding HFS and PPP loans) net of acquired loans). 6 Source: S&P Global Market Intelligence, Company Documents.

Mid Penn Investment Highlights Experienced management team focused on driving franchise value Long track record and demonstrated ability to drive balance sheet growth Complimentary markets of operation provide low cost, stable deposits and higher growth lending opportunities Proven ability to acquire and successfully integrate franchises Clearly identified strategic initiatives to drive profitability and shareholder returns Strong asset quality results over the last 8 years resulting from an exceptional risk management culture History of consistent earnings, dividend and book value growth 7

Appendix 8

Experienced Management Team RORY RITRIEVI Chief Executive Officer Mr. Rory G. Ritrievi joined Mid Penn Bank and parent company Mid Penn Bancorp, Inc. in 2009 as President and Chief Executive Officer. Prior to joining Mid Penn, Mr. Ritrievi served as Market President and Chief Lending Officer of Commerce Bank/Harrisburg. Mr. Ritrievi has over 35 years of experience in the financial services industry and is a licensed, but non-practicing attorney in the Commonwealth of Pennsylvania. He currently serves on the Advisory Board for Widener Law Commonwealth’s Business Advising Certificate Program and on the Board of Directors of the Harrisburg Area YMCA and is an active member of his community. Mr. Ritrievi holds a Juris Doctor from Widener University School of Law and a Bachelor’s Degree in Economics from the University of Pittsburgh. Donald Holt Interim Chief Financial Officer Mr. Donald “Don” Holt was appointed Interim Chief Financial Officer in September 2021. Mr. Holt will lead the accounting, finance, and treasury functions, as well as oversee the investment committee, manage the ACLO and interest rate risk management processes, and oversee regulatory reporting process with banking and securities agencies. Most recently, Mr. Holt served as CFO of Community Banks, Inc. and Keystone Financial, Inc. Mr. Holt holds a degree in accounting from Franklin & Marshall College and retains the CPA designation. JUSTIN WEBB Chief Operating Officer, SEVP Mr. Justin T. Webb joined Mid Penn Bank in 2012 as Chief Credit Officer. In his current role as Senior Executive Vice President and Chief Operating Officer, he oversees the Bank’s administration, operations, credit, security/facilities groups, as well as the Bank’s acquisition transitions. He was previously employed by Bank of America and served as Vice President – Credit Risk Manager for the Commercial Real Estate Bank. Mr. Webb serves on the Board of Directors for Big Brothers Big Sisters of the Capital Region. Mr. Webb holds a Bachelor’s Degree in Finance from the University of Pittsburgh. SCOTT MICKLEWRIGHT Chief Revenue Officer, SEVP Mr. Scott W. Micklewright joined Mid Penn Bank in 2009 as Vice President and Senior Middle Market Loan Manager. Now serving as Senior Executive Vice President and Chief Revenue Officer, Mr. Micklewright oversees all aspects of net interest income generation, including all loan and deposit functions. As the primary catalyst to the development of a high performing calling team in commercial lending, cash management, residential mortgage, SBA and agricultural lending, he has built an integrated business development team during his time with Mid Penn. Mr. Micklewright holds a Bachelor’s Degree in Business Management from Millersville University. JOAN DICKINSON Chief Retail Officer Ms. Joan E. Dickinson, Executive Vice President and Chief Retail Officer, joined Mid Penn Bank in 2013 as a Vice President and Commercial Loan Officer and later served as a Regional President. Prior to joining Mid Penn, Ms. Dickinson served as a Vice President and Business Banker at Santander Bank. She started her career in banking at the former Meridian Bank in Reading, PA. Ms. Dickinson is very active in the community as a Rotarian and has served on many boards throughout the greater Harrisburg area. Ms. Dickinson has a Bachelor’s Degree in Accounting from Moravian College and an MBA from Lehigh University. MICHAEL SALERNO Managing Partner – MPB Financial Services Mr. Michael ”Mike” Salerno has over 20 years of experience as a family wealth and investment professional. He co-founded AUA Capital Management, the family office of the Unanue family in 2013. Previously, Mike was a managing director and partner of the investment and executive committees of QFS Asset Management. He was a co-founder and CIO of Cenario Capital Management. Previously, he was the founding managing director and CIO for the family office for the Ortenzio Family. Earlier in his career, Mr. Salerno was the President of M&T Capital. He holds a Master’s in Business Administration from The Wharton School. Source: Company Documents. 9

Franchise Snapshot: Corporate Structure Mid Penn Bancorp, Inc. Mid Penn Bank MPB Financial Services ü Consumer Banking ü Commercial Banking MPB Wealth MPB Risk MPB Management ü Trust and Wealth Management Services ü High / Ultra-High-ü Property & Casualtyü Tax Advisory ü Retail Brokerage Net Worth ü Accident & Healthü Family Office Comprehensive ü Private Banking Investment & ü Lifeü Philanthropic Wealth Management ü Residential Lending Management ü Disability ü Employee Benefits Source: Company Documents. 10

Non-GAAP Reconciliation ($000s) As of December 31, 2016 2017 2018 2019 2020 2021 Total Common Equity $70,467 $75,703 $223,209 $237,874 $255,688 $490,076 Goodwill 3,918 3,918 62,840 62,840 62,840 113,835 Other Intangibles 539 434 7,221 5,758 4,360 9,436 Less: Total Intangible Assets 70,061 68,598 67,200 123,271 4,457 4,352 Tangible Common Equity $66,010 $71,351 $153,148 $169,276 $188,488 $366,805 Total Assets $1,032,599 $1,170,354 $2,077,981 $2,231,175 $2,998,948 $4,689,425 Goodwill 3,918 3,918 62,840 62,840 62,840 113,835 Other Intangibles 7,221 5,758 4,360 9,436 539 434 Less: Total Intangible Assets 70,061 68,598 67,200 123,271 4,457 4,352 Tangible Assets $1,028,142 $1,166,002 $2,007,920 $2,162,577 $2,931,748 $4,566,154 Tangible Common Equity / Tangible Assets 6.42% 6.12% 7.63% 7.83% 6.43% 8.03% Tangible Book Value Per Share $15.59 $16.82 $18.10 $19.96 $22.39 $22.99 Source: S&P Global Market Intelligence, Company Filings. 11

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Document and Entity Information	Feb. 02, 2022
Cover [Abstract]
Entity Registrant Name	MID PENN BANCORP INC
Amendment Flag	false
Entity Central Index Key	0000879635
Document Type	8-K
Document Period End Date	Feb. 02, 2022
Entity Incorporation State Country Code	PA
Entity File Number	1-13677
Entity Tax Identification Number	25-1666413
Entity Address, Address Line One	2407 Park Drive
Entity Address, City or Town	Harrisburg
Entity Address, State or Province	PA
City Area Code	1.866
Local Phone Number	642.7736
Entity Address, Postal Zip Code	17061
Security 12b Title	Common Stock, $1.00 par value per share
Trading Symbol	MPB
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false