Mid Penn adds ex-TD Bank CEO, plans board shift
Rhea-AI Filing Summary
Mid Penn Bancorp, Inc. (MPB) reported two key corporate governance updates. Gregory B. Braca has been appointed to the Board of Directors effective September 16, 2026, as an independent director and will serve as a Class B director with a term expiring in 2027. He will sit on the Audit, Compensation, and Risk Committees and receive compensation under the 2026 outside director fee schedule.
Braca brings over 40 years of experience, including serving as president and chief executive officer of TD Bank, which has over $400 billion in assets, and multiple other leadership and board roles in financial and technology-related firms. Separately, on August 26, 2026, the Board approved amendments to the Amended and Restated Bylaws to phase in the declassification of the Board of Directors. Beginning with the 2029 annual meeting, all directors will be elected to one-year terms, with existing Class A, B, and C directors’ terms aligned to expire at that meeting.
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8-K Event Classification
3 items: 5.02, 5.03, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total assets: approximately $7 billion
Retail locations: 62
Director term for Class B (Braca): Term expiring 2027
+3 more
6 metrics
Total assets
approximately $7 billion
Total assets of Mid Penn Bancorp, Inc.
Retail locations
62
Number of Mid Penn Bank retail locations in Pennsylvania and central and southern New Jersey
Director term for Class B (Braca)
Term expiring 2027
Gregory B. Braca serves as a Class B director with term expiring at the 2027 annual meeting
Board declassification effective meeting
2029 annual meeting
Beginning with this meeting, all directors will be elected for one-year terms
TD Bank assets
over $400 billion
Assets of TD Bank, where Braca previously served as president and chief executive officer
Braca experience
over 40 years
Years of experience leading financial institutions in North America
Key Terms
declassification of the Board of Directors, classified Board of Directors, Amended and Restated Bylaws, tokenized exchange ATS, +1 more
5 terms
declassification of the Board of Directors regulatory
"in order to phase-in the declassification of the Board of Directors effective"
classified Board of Directors regulatory
"the Corporation’s Bylaws provided for a classified Board of Directors,"
Amended and Restated Bylaws regulatory
"the Corporation’s Amended and Restated Bylaws in order to phase-in"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
tokenized exchange ATS technical
"He is the chairman of Ironlight, a tokenized exchange ATS for real world assets."
Risk Committee regulatory
"Mr. Braca has been appointed to serve on the following committees: Audit Committee, Compensation Committee, Risk Committee."
A risk committee is a group, usually part of a company’s board or senior leadership, tasked with spotting, assessing and guiding how the company manages threats to its finances, operations and compliance—think of it as a regular safety inspection for the business. Investors care because the committee’s work influences how likely the company is to avoid big losses, regulatory trouble or surprises that can hurt earnings and share value.
FAQ
What board change did MPB announce regarding Gregory B. Braca?
Mid Penn Bancorp appointed Gregory B. Braca to its Board of Directors, effective September 16, 2026, as an independent Class B director with a term expiring in 2027. He will serve on the Audit, Compensation, and Risk Committees and be paid under the 2026 outside director fee schedule.
What is Gregory B. Braca’s background mentioned by MPB (NASDAQ: MPB)?
Gregory B. Braca is a seasoned banking executive with over 40 years of experience. He is the former president and chief executive officer of TD Bank, which has over $400 billion in assets, and holds leadership and advisory roles at Ironlight, Intellicheck, Star Mountain Capital, and Myota.
How is Mid Penn Bancorp (MPB) changing its board structure?
On August 26, 2026, Mid Penn’s Board approved bylaw amendments to phase in declassification. Starting with the 2029 annual meeting, all directors will be elected to one-year terms, ending the prior classified structure with staggered three-year terms.
How will existing MPB director classes transition before 2029?
Before the 2029 annual meeting, Class A directors serve through the 2029 meeting, Class B directors elected at the 2027 annual meeting serve a two-year term ending in 2029, and Class C directors elected at the 2028 annual meeting serve a one-year term ending in 2029.
What size is Mid Penn Bancorp (MPB) and where does it operate?
Mid Penn Bancorp is the parent of Mid Penn Bank, a full-service commercial bank with total assets of approximately $7 billion. It operates 62 retail locations throughout Pennsylvania and central and southern New Jersey, offering a broad range of financial products and services.
What committees will Gregory B. Braca serve on at MPB?
Gregory B. Braca has been appointed to Mid Penn’s Audit Committee, Compensation Committee, and Risk Committee as part of his role as an outside director on the Board of Directors.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 26, 2026
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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)) | |||||
Emerging growth company o
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. o
MID PENN BANCORP, INC.
FORM 8-K
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 26, 2026, Gregory B. Braca has been appointed to serve as a director of Mid Penn Bancorp, Inc. (the “Corporation”), effective September 16, 2026. Mr. Braca is independent as determined in accordance with Nasdaq Stock Market LLC’s corporate governance listing standards.
Set forth below is the age and certain other biographical information with regard to the Corporation’s new director.
Gregory B. Braca, 62, Chairman, Ironlight
(Class B – Term Expiring 2027)
Mr. Braca is a seasoned wall street executive with over 40 years of experience leading some of the most recognized financial institutions in North America. He is the chairman of Ironlight, a tokenize exchange ATS for real world assets. He currently sits on the board of Intellicheck, a publicly-traded I.D. management company, and is a senior advisor to Star Mountain Capital, a private credit firm, and Myota, a cybersecurity firm.
As the former president and chief executive officer of TD Bank, one of the 10 largest banks in the United States with over $400 billion in assets, Mr. Braca led the strategic direction and operational oversight of the U.S. retail, commercial, and specialty banking businesses. Prior to being named chief executive officer, he held several key leadership roles at TD Bank, including chief operating officer and head of corporate and specialty banking.
Mr. Braca has served on several influential boards and industry groups, including being the chairman of the New York Bankers Association.
Mr. Braca will be entitled to receive compensation for his services as a director in accordance with the Corporation’s outside director fee schedule for 2026.
Mr. Braca has been appointed to serve on the following committees: Audit Committee, Compensation Committee, Risk Committee.
A copy of the Corporation's press release announcing Mr. Braca's appointment is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 26, 2026, the Board adopted amendments to sections 10.2 and 10.3 of the Corporation’s Amended and Restated Bylaws in order to phase-in the declassification of the Board of Directors effective with the 2029 annual meeting of shareholders (the “Amendments”).
The following summarizes the Amendments:
•Prior to the August 26, 2026, amendments, the Corporation’s Bylaws provided for a classified Board of Directors, with directors elected for staggered, three-year terms. As a result of the amendments, beginning with the 2029 annual meeting of shareholders, nominees elected to the Corporation’s Board of Directors shall be elected for one-year terms. Prior to the 2029 annual meeting of shareholders, (i) Class A directors will serve through the 2029 annual meeting; (ii) Class B directors elected at the 2027 annual meeting shall serve a two-year term expiring at the 2029 annual meeting; and (iii) Class C directors elected at the 2028 annual meeting shall serve a one-year term expiring at the 2029 annual meeting.
The foregoing summary of the Amended and Restated Bylaws (as amended on August 26, 2026) is qualified in its entirety by reference to, and should be read in conjunction with, the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Corporation’s prior Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(d)Exhibits.
| 3.1 | Amended and Restated Bylaws of Mid Penn Bancorp, Inc. as of August 26, 2026 | ||||
| 3.2 | Marked Version of the Amended and Restated Bylaws of Mid Penn Bancorp, Inc. as of August 26, 2026 | ||||
| 99.1 | Press Release issued September 1, 2026 | ||||
| 104 | Cover 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: September 1, 2026 | By: | /s/ Rory G. Ritrievi | ||||||
| Rory G. Ritrievi | ||||||||
| Chair, President and Chief Executive Officer | ||||||||
NEWS RELEASE Mid Penn Contact: Jennifer M. Trautlein 717-914-6577 jen.trautlein@midpennbank.com FOR IMMEDIATE RELEASE MID PENN BANCORP, INC. ANNOUNCES APPOINTMENT OF NEW BOARD MEMBER HARRISBURG, PA, September 1, 2026 (BUSINESSWIRE) -- Mid Penn Bancorp, Inc. (Mid Penn) (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is pleased to announce the appointment of Gregory B. Braca to its Board of Directors, effective September 16, 2026. As the former president and chief executive officer of TD Bank, one of the 10 largest banks in the United States with over $400 billion in assets, Braca led the strategic direction and operational oversight of the U.S. retail, commercial, and specialty banking businesses. Prior to being named chief executive officer, he held several key leadership roles at TD Bank, including chief operating officer and head of corporate and specialty banking. Mid Penn Chair, President, and CEO Rory G. Ritrievi stated, “We are pleased to welcome Greg to our Board of Directors. His extensive leadership experience across all areas of banking, along with his deep understanding of financial services strategy, operations, governance, and risk management, will be invaluable as Mid Penn continues to grow and strengthen the value we deliver to our shareholders, customers, employees, and communities.” Braca is a seasoned wall street executive with over 40 years of experience leading some of the most recognized financial institutions in North America. He is the chairman of Ironlight, a tokenized exchange ATS for real world assets. He currently sits on the board of Intellicheck, a publicly-traded I.D. management company, and is a senior advisor to Star Mountain Capital, a private credit firm, and Myota, a cybersecurity firm. Braca has served on several influential boards and industry groups, including being the chairman of the New York Bankers Association. Regarding his appointment, Braca said, “I am honored to join Mid Penn’s Board and look forward to working with the leadership team to support continued strategic execution, enhance long-term value,
and help advance the Company’s commitment to its shareholders, customers, employees, and communities.” About Mid Penn Bancorp, Inc. Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank. Mid Penn operates 62 retail locations throughout Pennsylvania and central and southern New Jersey, has total assets of approximately $7 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.