Mid Penn Bancorp Inc. Announces Change-in-Control Agreement for Dana R. Stewart

What Happened
Mid Penn Bancorp, via its subsidiary Mid Penn Bank, filed an 8-K reporting that on July 31, 2026 the Bank and Dana R. Stewart entered into a change-in-control agreement. The agreement has a fixed three-year term beginning July 31, 2026 (with automatic one-year renewals unless either party gives notice), and is a "double-trigger" arrangement: benefits are payable only if there is both a change in control and Mr. Stewart’s qualifying termination (involuntary without cause or voluntary for good reason) on or within 12 months after that change in control. If triggered, the Bank will pay a lump-sum equal to 2.25 times Mr. Stewart’s highest annual base salary in the 12 months before termination, plus continuation of certain health benefits for 27 months (or a cash equivalent).

Key Details

• Agreement date: July 31, 2026; initial term: 3 years with automatic annual renewals.
• Severance: lump-sum cash equal to 2.25× highest annual base salary during the prior 12 months if double-trigger conditions are met.
• Benefits: medical, vision and dental continued for 27 months for Mr. Stewart and beneficiaries, or a cash payment equal to estimated after‑tax costs, payable within 30 days of termination.
• Post‑employment restrictions: various non‑solicitation covenants — generally 12 months (employees) and 6–12 months (customers) depending on whether termination is for cause/no good reason or without cause/for good reason.
• The full agreement is filed as Exhibit 10.1 to the 8-K.

Why It Matters
This agreement creates a defined severance and benefits obligation that could require a material one‑time cash payment (2.25× salary) and benefit costs if a qualifying change in control and termination occur. For investors, such contracts are relevant when assessing management retention incentives, potential takeover-related costs, and corporate governance practices. The filing does not disclose Mr. Stewart’s base salary, so the exact potential payout is not specified in the 8-K.