宾州中部银行美股招股说明书(2025-02-11版)

Dear Shareholder: On October 31, 2024, Mid Penn Bancorp, Inc., or Mid Penn, and William Penn Bancorporation, or William Penn, entered into a mergeragreement, under which William Penn will merge with and into Mid Penn, with Mid Penn remaining as the surviving entity. Mid Penn andWilliam Penn are each holding a special meeting for their respective shareholders to vote on the proposals necessary to complete the merger. Mid Penn shareholders will vote to approve the issuance of shares of Mid Penn common stock in connection with the merger and on other mattersdescribed below at the special meeting of shareholders to be held virtually at 9:00 AM, Eastern Time, on April 2, 2025. William Pennshareholders will vote to adopt the merger agreement and on the other matters described below at a special meeting of shareholders to be held atWilliam Penn’s corporate office located at 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007 at 9:00 AM, Eastern Time, on April 2, 2025.Information regarding how Mid Penn shareholders and William Penn shareholders can attend and participate in their respective special meetingsof shareholders is included in the proxy card for the respective companies included with this joint proxy statement/prospectus. If the merger is completed, William Penn shareholders will have the right to receive for each share of William Penn common stock they own0.426 shares of Mid Penn common stock. Cash will be paid in lieu of any fractional shares. The maximum number of shares of Mid Penncommon stock estimated to be issuable upon completion of the merger is 3,922,700. Following the completion of the merger, former WilliamPenn shareholders will hold approximately 16.85% of Mid Penn’s common stock. The common stock of Mid Penn trades on the Nasdaq Global Market under the symbol “MPB” and the common stock of William Penn trades onthe Nasdaq Capital Market under the symbol “WMPN.” On October 31, 2024, which was the last trading date preceding the public announcementof the proposed merger, the closing price of Mid Penn common stock and William Penn common stock was $31.59 per share and $12.74 pershare, respectively. On February 6, 2025, the most recent practicable trading day prior to the printing of this joint proxy statement/prospectus, theclosing price of Mid Penn common stock and William Penn common stock was $30.28 per share and $12.58 per share, respectively. The marketprice of both Mid Penn common stock and William Penn common stock will fluctuate before the completion of the merger; therefore, you areurged to obtain current market quotations for Mid Penn common stock and William Penn common stock. Additionally, as described in moredetail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of Mid Penn commonstock over a specified period of time decreases below certain specified thresholds, William Penn would have a right to terminate the mergeragreement, unless Mid Penn elects to increase the exchange ratio, which would result in additional shares of Mid Penn common stock beingissued. The Mid Penn board of directors has determined that the merger is advisable and in the best interests of Mid Penn and its shareholders, and theMid Penn board of directors unanimously recommends that the Mid Penn shareholders vote “FOR” the approval of the issuance by Mid Penn ofshares of Mid Penn common stock to be issued to holders of William Penn common stock as merger consideration in connection with the merger. The William Penn board of directors has determined that the merger is advisable and in the best interests of William Penn and its shareholders,and the William Penn board of directors unanimously recommends that the William Penn shareholders vote “FOR” the approval and adoption ofthe merger agreement. Your vote is very important.Whether or not you plan to attend your shareholders’ meeting, please take the time to vote by completing andmailing the enclosed proxy card in accordance with the instructions on the proxy card. Mid Penn and William Penn shareholders may also casttheir votes over the Internet or by telephone in accordance with the instructions on the Mid Penn or William Penn proxy card or votinginstructions, as the case may be. We cannot complete the merger unless, among other matters, (i) William Penn shareholders approve and adoptthe merger agreement and (ii) Mid Penn shareholders approve the issuance of shares of Mid Penn common stock in connection with the merger. You should read this entire joint proxy statement/prospectus, including the annexes hereto and thedocuments incorporated by reference herein, carefully because it contains important information about themerger and the related transactions. In particular, you should read carefully the information under thesection entitled “Risk Factors” beginning on page 39. You can also obtain information about Mid Penn andWilliam Penn from documents that each has filed with the Securitie