Investor group lifts Mid Penn (MPB) stake to 9.69% of shares

Rhea-AI Filing Summary

Mid Penn Bancorp’s shareholder group has updated its ownership disclosure, showing a sizable stake in the bank. General American Capital, Indiana Pacific General Trust, Susan D. Hudson and Philip A. Norcross now report beneficial ownership of 2,451,458 Mid Penn common shares, representing about 9.69% of the outstanding stock.

From August 5, 2025 through March 13, 2026, General American Capital acquired 299,305 shares on the open market through a broker for approximately $8,997,836, using its working capital. The filing details that voting and disposition powers are shared across the reporting persons as outlined on the cover pages.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Mid Penn Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

59540G107

(CUSIP Number)

Susan D. Hudson
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)

03/13/2026

(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

General American 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)

9.63 %

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 General American Capital, LLC, a wholly owned subsidiary of the Indiana Pacific General Trust. Susan D. Hudson serves as Manager of General American Capital, LLC, and also serves as Trustee of the Indiana Pacific General Trust. Ms. Hudson has been delegated investment authority over the trust assets from the other Trustees of Indiana Pacific General Trust. Philip A. Norcross also serves as Assistant Manager of General American Capital, LLC and as a Trustee of the Indiana Pacific General Trust with delegated investment authority. As such, Ms. Hudson and Mr. Philip 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 9.69% 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 is based on shares of Common Stock outstanding as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, adjusted for additional shares issued by the Issuer subsequent thereto, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 2, 2026.

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

Indiana Pacific General 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)

9.63 %

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 General American Capital, LLC, a wholly owned subsidiary of the Indiana Pacific General Trust. Susan D. Hudson serves as Manager of General American Capital, LLC, and also serves as Trustee of the Indiana Pacific General Trust. Ms. Hudson has been delegated investment authority over the trust assets from the other Trustees of Indiana Pacific General Trust. Philip A. Norcross also serves as Assistant Manager of General American Capital, LLC and as a Trustee of the Indiana Pacific General Trust with delegated investment authority. As such, Ms. Hudson and Mr. Philip 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 9.69% 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 is based on shares of Common Stock outstanding as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, adjusted for additional shares issued by the Issuer subsequent thereto, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 2, 2026.

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

Susan D. Hudson, in her capacity as Manager and a 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)

PF, 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 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)

9.63 %

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 General American Capital, LLC, a wholly owned subsidiary of the Indiana Pacific General Trust. Susan D. Hudson serves as Manager of General American Capital, LLC, and also serves as Trustee of the Indiana Pacific General Trust. Ms. Hudson has been delegated investment authority over the trust assets from the other Trustees of Indiana Pacific General Trust. Philip A. Norcross also serves as Assistant Manager of General American Capital, LLC and as a Trustee of the Indiana Pacific General Trust with delegated investment authority. As such, Ms. Hudson and Mr. Philip 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 9.69% 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 is based on shares of Common Stock outstanding as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, adjusted for additional shares issued by the Issuer subsequent thereto, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 2, 2026.

SCHEDULE 13D

CUSIP Number(s): 59540G107

1

Name of reporting person

Philip A. Norcross, individually and in his capacity as Assistant 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)

9.69 %

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 General American Capital, LLC, a wholly owned subsidiary of the Indiana Pacific General Trust. Susan D. Hudson serves as Manager of General American Capital, LLC, and also serves as Trustee of the Indiana Pacific General Trust. Ms. Hudson has been delegated investment authority over the trust assets from the other Trustees of Indiana Pacific General Trust. Philip A. Norcross also serves as Assistant Manager of General American Capital, LLC and as a Trustee of the Indiana Pacific General Trust with delegated investment authority. As such, Ms. Hudson and Mr. Philip 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 9.69% 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 is based on shares of Common Stock outstanding as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, adjusted for additional shares issued by the Issuer subsequent thereto, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 2, 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. 5 ("Amendment No. 5") 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended to add the following: From August 5, 2025 until March 13, 2026, as set forth in Schedule A, General American Capital acquired 299,305 shares of Common Stock through a broker on the open market for a total of approximately $8,997,836. The source of funds for such purchases was working capital funds of General American Capital.
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 9.69% 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 is based on shares of Common Stock outstanding as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, adjusted for additional shares issued by the Issuer subsequent thereto, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on March 2, 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.
(b)	Item 5(b) of the Original Schedule 13D is hereby amended and restated as follows: Each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition the number of shares of Common Stock reflected on Items 7-10 of the applicable cover page to this Statement.
(c)	Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows: Except as set forth on Schedule A attached hereto, none of the Reporting Persons has engaged in transactions in shares of Common Stock (or securities convertible into, exercisable for or echangeable for Common Stock) since the filing of the Original Schedule 13D

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.

General American Capital, LLC

Signature:	/s/ Susan D. Hudson
Name/Title:	Susan D. Hudson
Date:	03/20/2026

Indiana Pacific General Trust

Signature:	/s/ Susan D. Hudson
Name/Title:	Susan D. Hudson
Date:	03/20/2026

Susan D. Hudson, in her capacity as Manager and a Trustee

Signature:	/s/ Susan D. Hudson
Name/Title:	Susan D. Hudson
Date:	03/20/2026

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

Signature:	/s/ Philip A. Norcross
Name/Title:	Philip A. Norcross
Date:	03/20/2026

FAQ

What ownership stake in Mid Penn Bancorp (MPB) is reported in this Schedule 13D/A amendment?

The reporting group discloses beneficial ownership of 2,451,458 Mid Penn Bancorp common shares, representing about 9.69% of the company’s outstanding stock. This figure is based on shares outstanding referenced from Mid Penn’s recent Form 10-K and subsequent Form 8-K.

How many Mid Penn Bancorp (MPB) shares did General American Capital recently acquire?

General American Capital acquired 299,305 Mid Penn Bancorp common shares from August 5, 2025 through March 13, 2026. These purchases were executed through a broker in open-market transactions, as detailed in Schedule A to the filing, and increased the group’s overall reported stake.

What was the total cost of General American Capital’s additional Mid Penn Bancorp (MPB) share purchases?

General American Capital paid approximately $8,997,836 to buy 299,305 Mid Penn Bancorp shares. The purchases were funded with the firm’s working capital and executed on the open market, indicating a substantial capital commitment to expanding its position in the bank.

Who are the reporting persons in this Mid Penn Bancorp (MPB) Schedule 13D/A Amendment No. 5?

The filing lists General American Capital, LLC, Indiana Pacific General Trust, Susan D. Hudson and Philip A. Norcross as reporting persons. They report shared voting and dispositive power over most of the shares, with Norcross also holding a small block directly.

How is the 9.69% beneficial ownership in Mid Penn Bancorp (MPB) calculated in the filing?

The 9.69% figure is calculated using 2,451,458 beneficially owned shares divided by total shares outstanding. The total outstanding share count comes from Mid Penn’s Form 10-K for the year ended December 31, 2025, adjusted for additional shares disclosed in a March 2, 2026 Form 8-K.