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):  May 10, 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	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 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.

CURRENT REPORT ON FORM 8-K

ITEM 7.01Regulation FD Disclosure

On May 10, 2022, Mid Penn Bancorp, Inc. (the “Corporation”) will hold its Annual Meeting of Shareholders. The slides to be used and presented at the Annual Meeting of Shareholders are attached as Exhibit 99.1 to this Current Report and are incorporated herein by reference.  This Current Report is being furnished pursuant to Regulation FD and no part of this Report shall be deemed “filed” for any purpose.

ITEM 9.01Financial Statements and Exhibits

(d) Exhibits.

99.1Annual Meeting of Shareholders Presentation of Mid Penn Bancorp, Inc.

104Cover 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. (Registrant)
Date:  May 10, 2022	By:	/s/ Rory G. Ritrievi
		Rory G. Ritrievi
		President and Chief Executive Officer

EX-99.1

DRAFT 04.07.2021 Exhibit 99.1

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, 2021, 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. Forward-Looking Statements / Non-GAAP Disclosures

Source: Company Documents. Introduction of Board Members Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank

Source: Company Documents.

Source: Company Documents.

Source: Company Documents.

Source: Company Documents.

Source: Company Documents. Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank Formal Business of the Meeting

Formal Business of the Meeting The first item of business to be acted upon by shareholders at this Meeting is the election of four Class C Directors to serve for a three (3) year term or until the earlier of their resignation or their respective successors shall have been elected and qualified: Robert A. Abel Theodore W. Mowery Matthew G. DeSoto William A. Specht, III The Board unanimously recommends a vote “for” the election of each of the nominees listed above.

Formal Business of the Meeting The second item to be acted upon by shareholders at this Meeting is to approve a Non-Binding Advisory Vote on Executive Compensation.   The Board of Directors unanimously recommends a vote “for” approval of the compensation of the Corporation’s named executive officers, as described in the Compensation Discussion and Analysis and accompanying tabular end narrative disclosure contained in the proxy statement.

Formal Business of the Meeting The third item to be acted upon by shareholders at this Meeting is a proposal to ratify the appointment of RSM US LLP as the Corporation’s Independent Registered Public Accounting Firm for the year ending December 31, 2022. Although this ratification is not required by the Corporation’s By-laws or otherwise, the Board is submitting the selection to its shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee of the Corporation, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Corporation. The Board unanimously recommends that shareholders vote “for” ratification of the appointment of RSM US LLP as the Corporation’s independent registered public accounting firm for 2022.

Source: Company Documents. Rory G. Ritrievi Chair, President & CEO Mid Penn Bancorp, Inc. and Mid Penn Bank Management Presentation

Experienced Management Team Source: Company Documents.

Highlights from 2021 Source: Company Documents. $475MM Organic Deposit Growth 49% Total Shareholder Return (including dividends and stock appreciation) $75MM Completed a public offering of 2.9 million shares of common stock with proceeds totaling $75 million before underwriting discounts and offering expenses $191MM Organic Loan Growth 2,800+ Businesses Assisted In the first six months of 2021, we helped more than 2,800 small businesses and their owners by originating more than $370 million in Round 2 Paycheck Protection Program Loans $370MM+ PPP Loans Funded Creates one of the largest community banks headquartered in Pennsylvania with 12/31/2021 assets of ~$4.7 billion and with operations reaching many of the state’s most attractive markets Continues Mid Penn’s successful acquisition strategy – building market share, enhancing the core deposit profile and generating cost savings opportunities 19% Increase 9% Increase

Franchise Profile as of March 31, 2022 Source: S&P Global Market Intelligence. Note: Financial information as of March 31, 2022. (1) Quarter-over-quarter annualized. Organic core loan growth (ex. PPP) just under 13% in 2022Q1(1) Organic core deposit growth (ex. time deposits) at 7% in 2022Q1(1) Successful first quarter with organic growth and the conversion of Riverview, including the recognition of the majority of the key cost saves we projected in that transaction, gives great confidence heading into the remainder of 2022 Assets Loans Deposits $4.7 B $3.1 B $4.0 B Branch Map Q1’21 vs. Q1’22 Assets ($M) Loans ($M) Deposits ($M) GAAP Net Income ($M) 38% Growth 18% Growth 50% Growth 22% Growth

Franchise Profile as of March 31, 2022 Source: Company Documents. * MPB Management is a future potential business line currently in planning stages. Mid Penn Bancorp, Inc. Mid Penn Bank Consumer Banking Commercial Banking Trust and Wealth Management Services Retail Brokerage Private Banking Residential Lending MPB Financial Services MPB Wealth MPB Risk MPB Management High / Ultra-High-Net Worth Comprehensive Investment & Wealth Management Property & Casualty Accident & Health Life Disability Employee Benefits Tax Advisory Family Office Philanthropic Management *

Well-Positioned in a Challenging Environment AFS Securities / Total Assets Q/Q TBV Growth Source: S&P Global Market Intelligence, Company Documents. Note: Financial data as of 2022 Q1 unless otherwise stated. MRQ = Most recent quarter. LTM = Last twelve months. (1) Includes nationwide major exchange-traded banks and thrifts with most recent quarter total assets between $1 and $5 billion. (2) Excludes banks from the peer group that completed M&A from 3/31/2021 – 3/31/2022. LTM Organic Loan Growth (ex. PPP and acquired loans) LTM Net Charge-offs / Avg. Loans MRQ NPAs / Assets MPB Rank: 90th Percentile MPB Rank: 90th Percentile MPB Rank: 57th Percentile (1) (1) (1,2) (1) (1)

Long History of Enhancing Shareholder Value Compound Tangible Book Value per Share + Dividends (Non-GAAP) Growth Source: S&P Global Market Intelligence. Note: National Peers include 142 nationwide banks with between $1-5B of Total Assets as of March 31, 2022. Revenue per Common Share Growth Total Asset Growth

Five-Year Return to Shareholders Total Return Performance Source: S&P Global Market Intelligence. Note: Market data as of 5/2/2022. (1) Proxy peers are a custom Mid-Atlantic peer group disclosed in the 2021 MPB 10-K; includes: ACNB, BCBP, BLFY, CBNK, CHMG, CZNC, CZFS, CVLY, EVBN, FDBC, FRBA, GCBC, NWFL, OBT, ORRF, PKBK, PFIS, SHBI, TCFC. (Howard Bancorp, Inc. excluded after F.N.B. acquisition.) Total Return: $100 invested in Mid Penn Bancorp, Inc. Stock (NASDAQ: MPB) as of Dec 31, 2015, and held through Dec. 31, 2021 returned a cumulative 136%. Comparatively, the KRX (KBW Nasdaq Regional Bank Index) averaged a lower cumulative return of 69% for the same period. (1)

Deployment of critical cloud-based systems including nCino, Salesforce CRM, and Encompass Introduction of Robotic Process Automation In-branch cash recyclers Enhancements to video conferencing and remote learning capabilities Completely virtualized operating environment A.I.-based anomaly detection Multi-layer security posture Extensive internal cybersecurity training and customer messaging Focus on Technology

Strategic Initiatives Going Forward Source: Company Documents.

DRAFT 04.07.2021 Thank You For Attending And For Your Investment In Mid Penn Bancorp, Inc.

Appendix

Earnings Per Share and Dividends Source: S&P Global Market Intelligence, Company Documents. (1) Q1’22 data annualized. Earnings Per Share (Diluted) Cash Dividends Per Share Paid Upcoming Dividend: On April 27, 2022, the Board of Directors of Mid Penn Bancorp, Inc. announced the declaration of a dividend of $0.20 per common share payable on May 23, 2022 to shareholders of record as of May 10, 2022. (1) (1)

Non-GAAP Reconciliation Source: S&P Global Market Intelligence, Company Filings.

Non-GAAP Reconciliation Source: S&P Global Market Intelligence, Company Filings.

XML

Cover	May 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2022
Entity Registrant Name	MID PENN BANCORP, INC.
Entity Central Index Key	0000879635
Entity Emerging Growth Company	false
Entity File Number	1-13677
Entity Incorporation, State or Country Code	PA
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
Entity Address, Postal Zip Code	17110
City Area Code	1.866
Local Phone Number	642.7736
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	MPB
Security Exchange Name	NASDAQ