Mid Penn Bancorp (MPB) risk factors, FY2025 10-K

Mid Penn Bancorp's FY2025 10-K, filed Mar 12, 2026, lists 36 risk factors in 3 groups. Against the prior year's 44: 4 new, 12 dropped, 11 substantially reworded.

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Risk factors listed
363 groups
New this year
4vs 44 last year
Dropped
12since the prior 10-K
Substantially reworded
11of those kept
Section length
8k wordsItem 1A

What the changes say

  • Mid Penn expanded operations via mergers, specifically integrating William Penn and 1st Colonial, introducing integration and cost risks.
  • The bank updated market risk factors referencing broader economic volatility, interest rates, and updated FDIC insurance assessment concerns.
  • Regulatory dependence for dividends and repurchase risks from residential mortgage origination were newly added.

What changed since the prior 10-K

New

  • NewRisks Related to Our Primary Business and Industry

    Mid Penn depends on the accuracy and completeness of information about customers and counterparties

    Mid Penn faces financial risks if customer financial statements, credit reports, or third-party counterparty information prove inaccurate when extending credit.

  • NewRisks Related to Our Primary Business and Industry

    Mid Penn could be required to repurchase mortgage loans or indemnify mortgage loan purchasers due to breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could have a material adverse impact on our liquidity, results of operations and financial condition

    Mid Penn may have to repurchase residential mortgage loans or indemnify purchasers due to breaches of representations, borrower fraud, or defaults.

  • NewRisks Related to the 1st Colonial Merger

    Our future results may suffer if we do not effectively manage our expanded operations

    Mid Penn's expanded operations following the merger increase business complexity, costs, and integration challenges.

  • NewRisks Related to Mid Penn Common Stock

    Mid Penn’s ability to pay dividends on its common stock, and principal and interest on its subordinated notes, depends primarily on dividends from its banking subsidiary, which is subject to regulatory limits

    Mid Penn depends primarily on dividend payments from its banking subsidiary, which face regulatory limits based on net profits and capital.

Dropped

  • DroppedRisks Related to Our Primary Business and Industry

    The discontinuance of LIBOR presents risks to the financial instruments originated, held or serviced by Mid Penn that use LIBOR as a reference rate

  • DroppedRisks Related to Our Primary Business and Industry

    The administrator of LIBOR ceased publishing most non-USD LIBOR settings beginning on January 1, 2022, and as of July 1, 2023, the overnight one-month, three-month, six-month, and 12-month USD LIBOR settings were no longer published

  • DroppedRisks Related to Our Primary Business and Industry

    We are required to make a number of judgments in applying generally accepted accounting standards, and different estimates and assumptions in the application of these accounting standards could result in a decrease in capital and/or other material changes to our reports of financial condition and results of operations

  • DroppedRisks Related to Our Primary Business and Industry

    Mid Penn is subject to environmental, social and governance ("ESG") risks that could adversely affect our results of operations, reputation, and the market price of our securities

  • DroppedRisks Related to Our Primary Business and Industry

    Further, the asset quality or other financial characteristics of an acquired company may deteriorate from the date a merger or other acquisition agreement is entered into and when the transaction is completed or the post-merger period

    Discontinuance of LIBOR reference rates.

  • DroppedRisks Related to the Merger

    Failure to complete the Merger could negatively affect our market price, future business and financial results

    Transition from LIBOR to SOFR and BSBY alternative rates.

  • DroppedRisks Related to the Merger

    Regulatory waivers and approvals may not be received or may be received and subsequently expire, be revoked or be amended to impose conditions that are not presently anticipated or cannot be met

  • DroppedRisks Related to the Merger

    We are not currently able to predict the outcome of any suit arising out of or relating to the proposed Merger that may be filed in the future. If any complaints are filed, absent allegations that are material, We will not necessarily announce such filings

  • DroppedRisks Related to the Merger

    We will be subject to various uncertainties while the Merger is pending that could adversely affect our financial results or the anticipated benefits of the Merger

  • DroppedRisks Related to the Merger

    William Penn may have liabilities that are not known to us

  • DroppedRisks Related to the Merger

    The Merger may be completed on different terms from those contained in the Merger Agreement

  • DroppedRisks Related to the Merger

    The Merger will not be completed unless important conditions are satisfied or waived, including approval of the Merger Agreement by our shareholders and William Penn’s shareholders

    Judgments and estimates in applying GAAP accounting standards.

Reworded

  • 99% rewrittenRisks Related to the 1st Colonial Merger

    We expect to continue to incur substantial costs related to the Merger

    Updated to detail actual integration costs incurred across purchasing, payroll, compliance, and systems following the William Penn merger rather than expected future expenses.

    Was: We expect to incur substantial transaction costs in connection with the Merger

  • 96% rewrittenRisks Related to Our Primary Business and Industry

    Mid Penn’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings

    Removed specific references to the 2023 SVB and Signature Bank failures while maintaining broader language regarding banking system stress and FDIC special assessments.

  • 95% rewrittenRisks Related to Our Primary Business and Industry

    Volatility in financial markets and the economy may have materially adverse effects on our liquidity and financial condition

    Expanded macroeconomic risk factors to explicitly include interest rates, inflation, monetary policy, and geopolitical events driving market volatility.

  • 93% rewrittenRisks Related to the 1st Colonial Merger

    The integration of Mid Penn and 1st Colonial may be more difficult, costly or time consuming than expected and Mid Penn may fail to realize the anticipated benefits of the Merger

    Replaced references to integrating William Penn with the integration challenges of the newly combined Mid Penn and 1st Colonial businesses.

    Was: Combining Mid Penn and William Penn may be more difficult, costly or time consuming than expected, and we may fail to realize the anticipated benefits of the Merger

  • 92% rewrittenRisks Related to Our Primary Business and Industry

    The soundness of other financial institutions may adversely affect Mid Penn

    Updated counterparty risk to reference general banking system instability and removed the specific note that Mid Penn had no direct exposure to 2023 bank failures.

  • 83% rewrittenRisks Related to Our Primary Business and Industry

    Acts of terrorism, natural disasters, global climate change, pandemics and global conflicts may have a negative impact on our business and operations

    Removed specific mentions of the Russia-Ukraine and Israel-Hamas conflicts, generalizing them to global conflicts and geopolitical tensions.

  • 62% rewrittenRisks Related to Mid Penn Common Stock

    The market price of Mid Penn common stock may fluctuate significantly, and this may make it difficult for investors to resell shares of common stock owned by them at times or at prices they find attractive

    Retained substantially identical risk language regarding the fluctuation and low trading volume of Mid Penn common stock on NASDAQ.

  • 60% rewrittenRisks Related to Our Primary Business and Industry

    Growing by acquisition entails certain risks, and difficulties in integrating past or future acquisitions could adversely affect our business

    Updated acquisition history to reflect the completion of the William Penn merger on April 30, 2025, and subsequent Cumberland Advisors and 1st Colonial acquisitions.

  • 47% rewrittenRisks Related to Our Primary Business and Industry

    Mid Penn’s mortgage banking income may experience significant volatility

  • 30% rewrittenRisks Related to Our Primary Business and Industry

    Mid Penn is subject to interest rate risk

  • 23% rewrittenRisks Related to Our Primary Business and Industry

    Competition from other financial institutions may adversely affect Mid Penn’s and the Bank’s profitability

All 36 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Primary Business and Industry

  1. 01Mid Penn is subject to interest rate risk30% rewritten
  2. 02Mid Penn is subject to credit risk
  3. 03The allowance for credit losses may not be sufficient to cover actual loan losses
  4. 04Competition from other financial institutions may adversely affect Mid Penn’s and the Bank’s profitability23% rewritten
  5. 05Mid Penn depends on the accuracy and completeness of information about customers and counterpartiesNew
  6. 06The Basel III capital requirements require Mid Penn to maintain higher levels of capital, which could reduce profitability
  7. 07Our SBA lending program is dependent upon the federal government, and we face specific risks associated with originating SBA loans
  8. 08Acts of terrorism, natural disasters, global climate change, pandemics and global conflicts may have a negative impact on our business and operations83% rewritten
  9. 09If Mid Penn’s information systems are interrupted or sustain a breach in security, those events may negatively affect Mid Penn’s financial performance and reputation
  10. 10Mid Penn’s business operations and interaction with customers are increasingly done via technology and electronic delivery channels, and this has increased risks related to cyber-attacks and cyber incidents
  11. 11Mid Penn’s mortgage banking income may experience significant volatility47% rewritten
  12. 12Mid Penn could be required to repurchase mortgage loans or indemnify mortgage loan purchasers due to breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could have a material adverse impact on our liquidity, results of operations and financial conditionNew
  13. 13Mid Penn’s profitability depends significantly on economic conditions in Pennsylvania
  14. 14Mid Penn is subject to claims and litigation pertaining to fiduciary responsibility
  15. 15Mid Penn operates in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations
  16. 16The soundness of other financial institutions may adversely affect Mid Penn92% rewritten
  17. 17Volatility in financial markets and the economy may have materially adverse effects on our liquidity and financial condition95% rewritten
  18. 18Mid Penn’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings96% rewritten
  19. 19If we conclude that there is a decline in the value of any of our AFS investment securities, we may be required to record an allowance for credit losses where periodic changes are recognized in earnings
  20. 20Mid Penn is subject to environmental liability risk associated with lending activities
  21. 21Mid Penn’s financial performance may suffer if its information technology is unable to keep pace with its growth or industry developments
  22. 22Growing by acquisition entails certain risks, and difficulties in integrating past or future acquisitions could adversely affect our business60% rewritten
  23. 23We plan to pursue a growth strategy and there are risks associated with rapid growth
  24. 24The value of our goodwill and other intangible assets may decline in the future

Risks Related to the 1st Colonial Merger

  1. 25We expect to continue to incur substantial costs related to the Merger99% rewritten
  2. 26The integration of Mid Penn and 1st Colonial may be more difficult, costly or time consuming than expected and Mid Penn may fail to realize the anticipated benefits of the Merger93% rewritten
  3. 27Our future results may suffer if we do not effectively manage our expanded operationsNew

Risks Related to Mid Penn Common Stock

  1. 28The trading volume in Mid Penn’s common stock is less than that of other larger financial services companies
  2. 29The market price of Mid Penn common stock may fluctuate significantly, and this may make it difficult for investors to resell shares of common stock owned by them at times or at prices they find attractive62% rewritten
  3. 30Mid Penn’s ability to pay dividends on its common stock, and principal and interest on its subordinated notes, depends primarily on dividends from its banking subsidiary, which is subject to regulatory limitsNew
  4. 31Mid Penn may need to, or be required to, raise additional capital in the future, and capital may not be available when needed and on terms favorable to current stockholders
  5. 32Offerings of debt, which would be senior to Mid Penn’s common stock upon liquidation, and/or preferred equity securities which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock
  6. 33Pennsylvania Business Corporation Law and various anti-takeover provisions under our articles of incorporation and bylaws could impede the takeover of Mid Penn
  7. 34Mid Penn’s common stock is not insured by any governmental entity
  8. 35Mid Penn’s controls and procedures may fail or be circumvented
  9. 36Mid Penn may not be able to attract and retain skilled personnel

Other Mid Penn Bancorp 10-Ks

  • FY2024 10-K risk factors
    44 risks

    Mid Penn Bancorporation operates primarily in Pennsylvania with significant exposure to commercial real estate loans and interest rate fluctuations. The company is actively pursuing growth through acquisitions, notably the pending merger with William Penn Bancorporation.

    Filed Mar 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.