MID PENN BANCORP INC 8-K

What Happened

• Mid Penn Bancorp, Inc. filed an 8-K on March 2, 2026 reporting the closing of its previously announced merger with 1st Colonial Bancorp. The Merger Agreement was dated September 24, 2025 and the closing (the “Effective Time”) occurred on March 2, 2026. Mid Penn also issued a press release on March 2, 2026 announcing the Closing (Exhibit 99.1).
• In connection with the merger closing, Thomas R. Brugger (age 59) — a former director of 1st Colonial — was appointed a Class A director of Mid Penn and Mid Penn Bank and was named to Mid Penn’s Audit Committee and Risk Committee and to the Trust Committee of Mid Penn Bank.

Key Details

• Closing announced and reported in the 8-K dated March 2, 2026; Merger Agreement dated September 24, 2025 (previously filed).
• New director: Thomas R. Brugger, 59, brings over 30 years of banking experience, including prior roles as CFO of Orrstown Bank (retired April 2021), CFO of Sun National Bank and Customers Bank, and EVP & Corporate Treasurer of Sovereign Bank.
• Committee assignments: Brugger appointed to Mid Penn’s Audit and Risk Committees and to Mid Penn Bank’s Trust Committee.
• Compensation/benefits: Brugger will receive the same pay as Mid Penn’s other non-employee directors and, subject to eligibility, may participate in Mid Penn’s 2023 Stock Incentive Plan and Director Deferred Fee Plan.
• Financial statement note: Financial statements and pro forma information were not required for this acquisition under Rule 3-05(b) and Article 11 of Regulation S-X.

Why It Matters

• The filing confirms completion of Mid Penn’s acquisition of 1st Colonial, a legal and operational milestone that finalizes the transaction announced in 2025. For investors, the closing means the acquired operations are now part of Mid Penn and governance changes tied to the deal (board composition and committee membership) are in effect.
• The appointment of Thomas Brugger adds senior finance and audit expertise to Mid Penn’s board and committee structure, which may affect oversight of integration, accounting, risk and trust activities. The filing notes there are no other arrangements with Brugger outside the Merger Agreement and no transactions requiring disclosure under Item 404(a) of Regulation S-K.