Merger grants Mid Penn (MPB) director and trusts new shares

Rhea-AI Filing Summary

Mid Penn Bancorp, Inc. director Thomas R. Brugger reported acquiring common stock in connection with the merger of 1st Colonial Bancorp, Inc. into Mid Penn on February 27, 2026. He now holds 2,466 shares directly, 5,310 shares indirectly through the Brugger Family Trust, and 48 shares indirectly through an IRA, all recorded at a per-share transaction price of $0.00.

According to the merger terms, each share of 1st Colonial common stock was converted into the right to receive either cash or 0.6945 of a share of Mid Penn common stock, subject to adjustment and proration, with fractional shares settled in cash. The indicated share amounts are subject to final allocation and proration procedures.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BRUGGER THOMAS R

(Last) (First) (Middle)

2407 PARK DRIVE

(Street)

HARRISBURG PA 17110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MID PENN BANCORP INC [ MPB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Mid Penn Bancorp, Inc. Common Stock	02/27/2026		A		2,466	A	$0(1)	2,466	D
Mid Penn Bancorp, Inc. Common Stock	02/27/2026		A		5,310	A	$0(1)	5,310	I	By Brugger Family Trust
Mid Penn Bancorp, Inc. Common Stock	02/27/2026		A		48	A	$0(1)	48	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 27, 2026, the company formerly known as 1st Colonial Bancorp, Inc. (1st Colonial) merged with and into Mid Penn Bancorp, Inc. (the Issuer). At the effective time of the merger, each share of 1st Colonial common stock issued and outstanding immediately prior to the effective time was converted into the right to receive, at the election of the holder, either cash consideration or 0.6945 of a share of the Issuer's common stock, subject to adjustment and proration, with fractional shares settled in cash, pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025, by and between 1st Colonial and the Issuer. The indicated shares are subject to final allocation and proration procedures.

Remarks:

	/s/ Thomas R. Brugger	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did MPB director Thomas R. Brugger report?

Thomas R. Brugger reported acquiring Mid Penn Bancorp common stock through a merger-related share conversion. He now holds 2,466 shares directly, 5,310 shares via the Brugger Family Trust, and 48 shares via an IRA, all recorded at a transaction price of $0.00 per share.

How did the Mid Penn (MPB) and 1st Colonial Bancorp merger affect Brugger’s holdings?

Brugger’s holdings reflect the conversion of 1st Colonial Bancorp shares into Mid Penn stock at the merger’s effective time. Each 1st Colonial share became cash or 0.6945 Mid Penn share, subject to adjustment and proration, with the resulting Mid Penn shares allocated to his direct and indirect accounts.

What are the indirect ownerships reported for MPB by entities related to Brugger?

Indirect ownership includes 5,310 Mid Penn Bancorp shares held by the Brugger Family Trust and 48 shares held by an IRA. These positions are reported as indirect because the securities are registered in the names of those entities rather than in Brugger’s personal name.

Were cash payments involved in Thomas Brugger’s reported MPB share acquisitions?

The reported Mid Penn Bancorp share acquisitions show a transaction price of $0.00 per share. They arose from the merger conversion of 1st Colonial Bancorp shares into Mid Penn stock, rather than from open-market purchases or discretionary cash transactions by Brugger or related entities.

What were the key stock conversion terms in the Mid Penn (MPB) and 1st Colonial merger?

Each 1st Colonial Bancorp common share was converted into the right to receive either cash consideration or 0.6945 of a Mid Penn Bancorp common share. This exchange ratio was subject to adjustment and proration, and fractional Mid Penn shares were settled in cash under the merger agreement.