Mid Penn Bancorp holders cleared for up to 24.99%

The Pennsylvania approval and Federal Reserve non-objection permit future acquisitions above 9.9%, up to 24.99%.

Rhea-AI Filing Summary

Mid Penn Bancorp, Inc. is the issuer in an amended ownership report stating that the reporting persons may be deemed to beneficially own 2,451,458 common shares, approximately 9.68%. GAH Capital, LLC and GAH Capital Trust each report 2,436,379 shares with shared voting and dispositive power. Philip A. Norcross, manager of GAH Capital, LLC and a trustee of the Trust, reports 15,079 shares with sole power and 2,436,379 with shared power. Norcross and Susan D. Hudson are trustees, and full investment authority was delegated to Norcross. The issuer reported 25,335,215 common shares outstanding as of July 31, 2026, for the ownership-percentage calculation.

Pennsylvania approved the reporting persons’ application to acquire up to 24.99% on September 21, 2026, conditioned on Federal Reserve non-objection, which they received on October 5, 2026. The approvals allow future acquisitions above 9.9%, up to 24.99%. The reporting persons state they have no current plans, proposals or agreements concerning the shares or issuer, and there is no assurance they will purchase additional shares.

Key Figures

Beneficially owned shares: 2,451,458 shares Beneficial ownership percentage: Approximately 9.68% Common shares outstanding: 25,335,215 shares +4 more

7 metrics

Beneficially owned shares 2,451,458 shares Reporting persons may be deemed to own this amount

Beneficial ownership percentage Approximately 9.68% Reported percentage of common stock outstanding

Common shares outstanding 25,335,215 shares As of July 31, 2026; used for the ownership-percentage calculation

Shared voting and dispositive power 2,436,379 shares Reported by GAH Capital, LLC and GAH Capital Trust, each

Sole voting and dispositive power 15,079 shares Reported by Philip A. Norcross

Prior-approval threshold 9.9% Acquisitions above this ownership level required prior Federal Reserve approval

Proposed acquisition maximum 24.99% Maximum aggregate common stock ownership sought in the proposed acquisition

Key Terms

beneficial ownership, shared voting power, Change in Bank Control Act, non-objection

4 terms

beneficial ownership regulatory

"beneficial ownership percentages in this statement"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power regulatory

"Shared Voting Power 2,436,379.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Change in Bank Control Act regulatory

"under the Change in Bank Control Act of 1978"

non-objection regulatory

"received a notice of non-objection to the Proposed Acquisition"

A non-objection is an official indication from a regulator or authority that it does not oppose a proposed action, such as a transaction, filing, or study; it is not the same as a full approval but is a practical green light to proceed. For investors, a non-objection lowers regulatory uncertainty and makes a planned deal or project more likely to move forward, though conditions or further review can still apply — think of it as a neighbor who doesn’t object to your fence, letting you build while not endorsing it fully.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MPB shares do the reporting persons beneficially own?

The reporting persons may be deemed to beneficially own 2,451,458 shares of MPB common stock, approximately 9.68%. Mid Penn Bancorp reported 25,335,215 common shares outstanding as of July 31, 2026, for the ownership-percentage calculation.

What is the maximum MPB ownership the approvals allow?

The approvals allow future acquisitions above 9.9%, up to a maximum of 24.99% of the common stock. Pennsylvania’s September 21, 2026 approval was conditioned on Federal Reserve non-objection, which the reporting persons received on October 5, 2026. They state there is no assurance they will purchase additional shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/07/2026 - 04:05 PM Accepted by SEC EDGAR 10/07/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Mid Penn Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

59540G107

(CUSIP Number)

Philip A. Norcross
P.O. Box 3189,
Palm Beach, FL, 33480
561-515-4275

H. Rodgin Cohen
Sullivan & Cromwell LLP, 125 Broad Street
New York, NY, 10004
212-558-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

GAH Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,436,379.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,436,379.00

11

Aggregate amount beneficially owned by each reporting person

2,436,379.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.62 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10, 11 Footnote: 2,436,379 shares of Common Stock held by GAH Capital, LLC, a wholly owned subsidiary of the GAH Capital Trust. Philip A. Norcross serves as Manager of GAH Capital, LLC and also serves as a Trustee of the GAH Capital Trust. Mr. Norcross has been delegated investment authority over the trust assets from the other Trustees of the GAH Capital Trust. As such, Mr. Norcross may be deemed to have shared beneficial ownership over the Common Shares. Row 11 Footnote: The Reporting Person is reporting on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 2,451,458 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.68% of the outstanding shares of Common Stock. See Item 5. Row 13 Footnote: For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of July 31, 2026 is 25,335,215, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

GAH Capital Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,436,379.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,436,379.00

11

Aggregate amount beneficially owned by each reporting person

2,436,379.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.62 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 4 Footnote: See Item 3. Rows 8, 10, 11 Footnote: 2,436,379 shares of Common Stock held by GAH Capital, LLC, a wholly owned subsidiary of the GAH Capital Trust. Philip A. Norcross serves as Manager of GAH Capital, LLC and also serves as a Trustee of the GAH Capital Trust. Mr. Norcross has been delegated investment authority over the trust assets from the other Trustees of the GAH Capital Trust. As such, Mr. Norcross may be deemed to have shared beneficial ownership over the Common Shares. Row 11 Footnote: The Reporting Person is reporting on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 2,451,458 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.68% of the outstanding shares of Common Stock. See Item 5. Row 13 Footnote: For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of July 31, 2026 is 25,335,215, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

Philip A. Norcross, individually and in his capacity as Manager and Trustee

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,079.00
8	Shared Voting Power 2,436,379.00
9	Sole Dispositive Power 15,079.00
10	Shared Dispositive Power 2,436,379.00

11

Aggregate amount beneficially owned by each reporting person

2,451,458.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.68 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 4 Footnote: See Item 3. Rows 8, 10, 11 Footnote: 2,436,379 shares of Common Stock held by GAH Capital, LLC, a wholly owned subsidiary of the GAH Capital Trust. Philip A. Norcross serves as Manager of GAH Capital, LLC and also serves as a Trustee of the GAH Capital Trust. Mr. Norcross has been delegated investment authority over the trust assets from the other Trustees of the GAH Capital Trust. As such, Mr. Norcross may be deemed to have shared beneficial ownership over the Common Shares. Row 11 Footnote: The Reporting Person is reporting on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 2,451,458 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.68% of the outstanding shares of Common Stock. See Item 5. Row 13 Footnote: For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of July 31, 2026 is 25,335,215, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: Mid Penn Bancorp, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2407 Park Drive, Harrisburg, PENNSYLVANIA , 17110.
Item 1 Comment: This Amendment No. 7 ("Amendment No. 7") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on November 8, 2024 (the "Original Schedule 13D") as specifically set forth herein (as so amended, the "Schedule 13D"). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
Item 2.	Identity and Background
(c)	Item 2(c) of the Original Schedule 13D is hereby amended as follows: (i) The principal business of GAH Capital, LLC is to facilitate investment transactions by the GAH Capital Trust. (ii) The principal business of GAH Capital Trust is to provide for the security and well-being of George E. Norcross, III's descendants, Alessandra T. Norcross and Alexander S. Norcross. Alessandra T. Norcross is Founder & Chairwoman of PhillyVoice, and Alexander S. Norcross is an Assistant Vice President, Private Banker at Mid Penn Bank, the subsidiary bank of the Issuer. Philip A. Norcross and Susan D. Hudson constitute the Trustees of the GAH Capital Trust (each, a "Trustee" and, collectively, the "Trustees"). The Trustees have delegated full investment authority and the full power to invest and dispose of trust property, including property held through GAH Capital, LLC, to Philip A. Norcross. (iii) Philip A. Norcross is Managing Shareholder and Chief Executive Officer of Parker McCay P.A., a law firm, with a business address at 2 Cooper Street, Suite 1901, Camden, New Jersey 08102. Philip A. Norcross is also the Manager of GAH Capital, LLC and a Trustee of the GAH Capital Trust, each with the principal business address set forth above.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended as follows: The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. The Reporting Persons do not have any current plans, proposals or agreements with respect to the shares of Common Stock or the Issuer, including any plans to liquidate, merge, or sell the assets of the Issuer, make any other significant change in the business strategy or corporate structure of the Issuer, or effect any changes to the membership of the board of directors or senior executive officers of the Issuer. The Reporting Persons intend, however, to continue to review, on an ongoing and continuing basis, the investment in the Issuer, and may, from time to time and at any time, acquire additional shares of Common Stock in the open market or otherwise and reserve the right to dispose of any or all of the shares of Common Stock in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the shares of Common Stock. On May 1, 2026, the Reporting Persons submitted to the Federal Reserve Bank of Philadelphia a notice to the Board of Governors of the Federal Reserve System under the Change in Bank Control Act of 1978, as amended, seeking non-objection to the proposed acquisition of additional shares of Common Stock to increase the Reporting Persons' aggregate percentage ownership of Common Stock up to a maximum of 24.99% (the "Proposed Acquisition"). Any acquisitions of Common Stock are expected to be made in market transactions at the discretion of the Reporting Persons based on numerous factors. There is no assurance that the Reporting Persons will purchase any additional shares of Common Stock but the approvals allow them to without the need to obtain additional approvals. Under the CIBCA, the Reporting Persons could not acquire more than 9.9% of the shares of Common Stock without prior approval of the Federal Reserve. A similar filing was made on July 16, 2026 with the Pennsylvania Department of Banking and Securities, pursuant to Section 112 of the Pennsylvania Banking Code of 1965. Approval of the filings allows future acquisitions above 9.9% up to a maximum of 24.99%. On September 21, 2026, the Reporting Persons received approval of their Section 112 application from the Pennsylvania Department of Banking and Securities, which was conditioned on obtaining non-objection to the Proposed Acquisition from the Federal Reserve. On October 5, 2026, the Reporting Persons received a notice of non-objection to the Proposed Acquisition from the Federal Reserve.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: The Reporting Persons may be deemed to beneficially own 2,451,458 shares of Common Stock or approximately 9.68% of the outstanding shares of Common Stock. For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of July 31, 2026 is 25,335,215, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026. Specifically, each Reporting Person beneficially owns such number of shares of Common Stock and such percentage of the outstanding Common Stock as reflected on Items 11 and 13 of the applicable cover page to this Statement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GAH Capital, LLC

Signature:	/s/ Philip A. Norcross
Name/Title:	Philip A. Norcross
Date:	10/07/2026

GAH Capital Trust

Signature:	/s/ Philip A. Norcross
Name/Title:	Philip A. Norcross
Date:	10/07/2026

Philip A. Norcross, individually and in his capacity as Manager and Trustee

Signature:	/s/ Philip A. Norcross
Name/Title:	Philip A. Norcross
Date:	10/07/2026