宾州中部银行美股招股说明书(2025-12-19版)

To the Shareholders of 1st Colonial Bancorp, Inc.: On behalf of the board of directors of 1st Colonial Bancorp, Inc. (“1st Colonial”), we are pleased to enclose theaccompanying proxy statement/prospectus relating to the proposed acquisition by Mid Penn Bancorp, Inc. (“Mid Penn”) of 1stColonial. We are requesting that you take certain actions as a holder of 1st Colonial common stock (a “1st Colonialshareholder”). On September24, 2025, Mid Penn and 1st Colonial entered into an Agreement and Plan of Merger (as may be amended,modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Mid Pennwill acquire 1st Colonial. The transaction will create a combined entity with proforma total assets of more than $7.1billion,total deposits of approximately $6.1billion, gross loans of more than $5.4billion and an expanded product and service offeringand operational footprint across the Philadelphia market and a shared commitment to community engagement as of September30, 2025. At the effective time of the merger (the “effective time”), each share of common stock, par value $0.0 per share, of 1stColonial (“1st Colonial common stock”) issued and outstanding immediately prior to the effective time, other than certain sharesheld by 1st Colonial, will be converted into the right to receive, at the election of the holder of such shares of 1st Colonialcommon stock and subject to adjustment and proration as described in the merger agreement, either (a)0.6945 of a share ofcommon stock, par value $1.00 per share, of Mid Penn (“Mid Penn common stock”) and cash in lieu of fractional shares (the“stock consideration”) or (b)$18.50 per share of 1st Colonial common stock (the “cash consideration”). Sixtypercent (60%) of1st Colonial common stock outstanding as of the effective time will be converted into the stock consideration and the remainingfortypercent (40%) will be converted into the cash consideration. Following the completion of the merger, former 1st Colonialshareholders will hold approximately eightpercent (8%) of Mid Penn’s outstanding common stock. The common stock of Mid Penn trades on the Nasdaq Global Market under the symbol “MPB.” 1st Colonial common stockis quoted on the OTC Pink Limited Market under the symbol “FCOB.” On September23, 2025, the last full trading daypreceding the public announcement of the merger, the closing price of Mid Penn common stock was $30.31 per share and theclosing price of 1st Colonial common stock was $17.32 per share. On December 18, 2025, the latest practicable trading daybefore the date of the accompanying proxy statement/prospectus, the closing price of Mid Penn common stock was $32.89 pershare and the closing price of 1st Colonial common stock was $20.50 per share. Based on the stock consideration and cash consideration mix, and on the closing stock price of Mid Penn common stock of$30.31 as of September23, 2025, the last full trading day prior to public announcement of the merger, the value of the per sharemerger consideration payable to holders of 1st Colonial common stock was approximately $20.03 as of such date. As a result of the foregoing, based on the number of shares of Mid Penn common stock and 1st Colonial common stock,outstanding as of September24, 2025, the date of the merger agreement, it is expected that Mid Penn shareholders will holdapproximately ninety-twopercent (92%), and 1st Colonial shareholders will hold approximately eightpercent (8%), of theshares of the combined company outstanding immediately after the effective time. The value of Mid Penn common stock at the completion of the merger could be greater than, less than or the same as thevalue of Mid Penn common stock on the date of this proxy statement/prospectus. We urge you to obtain current marketquotations for Mid Penn common stock. We expect the merger will qualify as a “reorganization” within the meaning of Section368(a) of the Internal Revenue Codeof 1986, as amended. Accordingly, 1st Colonial shareholders generally will only recognize gain (but not loss) in an amount notto exceed the cash (if any) received as part of the merger consideration but will recognize gain or loss (1)if such holder receivedthe entirety of its consideration in cash or (2)with respect to any cash received in lieu of fractional shares of Mid Penn commonstock. Before we complete the merger, the 1st Colonial shareholders must approve and adopt the merger agreement. The specialvirtual meeting of 1st Colonial shareholders (the “1st Colonial special meeting”) will be held virtually via live webcast athttps://web.viewproxy.com/FCOB/2026 at 10:00 a.m., Eastern Time, on February 11, 2026. At the 1stColonial special meeting,in addition to other business, 1st Colonial will ask its shareholders to adopt and approve and adopt the merger agreement.Information about the 1st Colonial special meeting and the merger is contained in the accompanying proxy statement/prospectus. We urge you t