MID PENN BANCORP INC 8-K

What Happened
Mid Penn Bancorp, Inc. announced it completed the acquisition of Cumberland Advisors, Inc., a registered investment adviser based in Sarasota, FL, effective January 1, 2026. Cumberland Advisors has approximately $3.2 billion in assets under management. The transaction merged Cumberland into a newly formed Mid Penn acquisition subsidiary under the September 25, 2025 Acquisition Agreement; the closing was disclosed in an 8-K filed January 5, 2026 (press release attached as Exhibit 99.1).

Key Details

• Purchase mechanics: each outstanding Cumberland share converted into the holder’s election of either 17.79 shares of Mid Penn common stock or $539.22 cash per share, subject to adjustment and proration.
• Proration: agreement requires 70% of outstanding Cumberland shares to be converted into Mid Penn stock, with cash paid for fractional shares.
• Consideration issued: as a result of the closing, Mid Penn will pay approximately $1,650,000 in cash and issue about 127,020 shares of Mid Penn common stock.
• Additional contingent consideration: up to $1,000,000 cash earn-out possible and issuance of stock appreciation rights (SARs) with a capped aggregate value of $1,200,000, cash-settled and exercisable between the 1st and 3rd anniversaries. Securities to be issued in a private placement under Section 4(a)(2)/Rule 506(b).

Why It Matters
This acquisition adds an investment-advisory business managing about $3.2B in AUM to Mid Penn’s activities, increasing its fee-based revenue potential and diversifying its business mix beyond traditional banking. The described cash and stock consideration, plus potential earn-out and SARs exposure, indicate the transaction’s near-term and contingent costs that investors should track. The deal’s structure (partial stock issuance, private placement, and contingent payments) may affect Mid Penn’s capital and future earnings; investors should monitor subsequent filings for integration progress, realized synergies, and any impacts on capital, liquidity, or guidance.