[SCHEDULE 13D/A] Mid Penn Bancorp, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 4 to Schedule 13D reveals that General American Capital, LLC, Indiana Pacific General Trust, Susan D. Hudson and Philip A. Norcross (collectively, the “Reporting Persons”) have increased their aggregate holding of Mid Penn Bancorp (MPB) to 2,152,153 common shares, representing 9.39 % of the 22,915,194 shares outstanding on 30 Jun 2025.

Between 25 Apr 2025 and 1 Aug 2025, General American Capital purchased 346,440 shares for roughly $9.43 million in open-market transactions funded with working capital (Item 3). All 2.14 million shares are held by General American Capital, a wholly-owned subsidiary of the Trust. Voting and dispositive power over these shares is shared by Hudson (Manager & Trustee) and Norcross (Assistant Manager & Trustee); Norcross holds sole authority over an additional 15,079 shares. Hudson reports no sole voting or dispositive power.

The filing amends Items 3 and 5 of the original 8 Nov 2024 Schedule 13D, confirming that the parties continue to act as a “group.” No other share transactions were reported since the original filing.

Positive

• Stake increased to 9.39%, indicating continued confidence by the reporting group.
• $9.43 million in open-market purchases suggest willingness to deploy significant capital into MPB.

Negative

• None.

Insights

Financial Analyst

TL;DR: Investor group lifts MPB stake to 9.39% after $9.4 M buy; potential influence rises.

The group’s open-market purchase of 346,440 shares for $9.4 M signals renewed confidence in MPB’s valuation and strategy. Crossing the 9 % threshold positions the investors just below the 10 % regulatory level, enhancing their ability to influence governance without triggering additional bank-regulatory hurdles. Shared voting power suggests coordinated action, which, while not expressly activist, gives the group leverage in any future strategic decisions, dividends or acquisition discussions. From a float perspective, 2.15 M shares represents meaningful supply removal in a thinly traded regional-bank stock, potentially supporting price.

Corporate Governance Specialist

TL;DR: Coordinated 9.39% block may affect board dynamics and shareholder votes.

Because Hudson and Norcross act jointly through a trust structure, their combined stake can swing close shareholder votes, especially in community-bank contexts where insider ownership is often fragmented. While the amendment contains no activist agenda, Schedule 13D (vs. 13G) keeps optionality for future engagement. The purchase window shows steady accumulation, not a single block trade, hinting at deliberate build-up. Investors should monitor subsequent filings for any Item 4 plans indicating mergers, board changes or capital actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

07/25/2025

(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).

SCHEDULE 13D

CUSIP No. 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 2,137,074.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,137,074.00

11

Aggregate amount beneficially owned by each reporting person

2,137,074.00

12

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

13

Percent of class represented by amount in Row (11)

9.33 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10, 11 Footnote: 2,137,074 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 2,152,153 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.39% 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 June 30, 2025 is 22,915,194, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on July 23, 2025.

SCHEDULE 13D

CUSIP No. 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 2,137,074.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,137,074.00

11

Aggregate amount beneficially owned by each reporting person

2,137,074.00

12

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

13

Percent of class represented by amount in Row (11)

9.33 %

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: 2,137,074 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 2,152,153 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.39% 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 June 30, 2025 is 22,915,194, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on July 23, 2025.

SCHEDULE 13D

CUSIP No. 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 2,137,074.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,137,074.00

11

Aggregate amount beneficially owned by each reporting person

2,137,074.00

12

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

13

Percent of class represented by amount in Row (11)

9.33 %

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: 2,137,074 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 2,152,153 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.39% 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 June 30, 2025 is 22,915,194, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on July 23, 2025.

SCHEDULE 13D

CUSIP No. 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 2,137,074.00
9	Sole Dispositive Power 15,079.00
10	Shared Dispositive Power 2,137,074.00

11

Aggregate amount beneficially owned by each reporting person

2,152,153.00

12

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

13

Percent of class represented by amount in Row (11)

9.39 %

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: 2,137,074 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 2,152,153 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.39% 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 June 30, 2025 is 22,915,194, as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on July 23, 2025.

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. 4 ("Amendment No. 4") 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 April 25, 2025 until August 1, 2025, as set forth in Schedule A, General American Capital acquired 346,440 shares of Common Stock through a broker on the open market for a total of approximately $9,434,587. 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 2,152,153 shares of Common Stock or approximately 9.39% of the outstanding shares of Common Stock, which percentage was calculated based upon the 22,915,194 shares of Common Stock outstanding as of June 30, 2025 as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on July 23, 2025. 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:	08/04/2025

Indiana Pacific General Trust

Signature:	/s/ Susan D. Hudson
Name/Title:	Susan D. Hudson
Date:	08/04/2025

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

Signature:	/s/ Susan D. Hudson
Name/Title:	Susan D. Hudson
Date:	08/04/2025

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

Signature:	/s/ Philip A. Norcross
Name/Title:	Philip A. Norcross
Date:	08/04/2025

FAQ

How many Mid Penn Bancorp (MPB) shares does the reporting group now own?

The group reports 2,152,153 shares, or 9.39 % of outstanding common stock.

What period did the latest MPB share purchases cover?

Purchases occurred from 25 Apr 2025 to 1 Aug 2025.

How much was spent on the additional MPB shares?

Approximately $9.43 million was spent acquiring 346,440 shares.

Who holds voting and dispositive power over the shares?

Voting and dispositive power is shared by Susan D. Hudson and Philip A. Norcross through General American Capital, LLC.

Why is this filing on Schedule 13D instead of 13G?

Schedule 13D allows the group flexibility for potential strategic actions, whereas 13G is reserved for passive holders.