ITEM 1A. RISK FACTORS For information regarding the Companys risk factors, refer to the Risk Factors in Item 1A of the Companys Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Securities and Exchange Commission on September 5, 2024 (the Form 10-K). Except as set forth below, as of September 30, December 31, 2024, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K. Failure Because the market price of Mid Penn shares of common stock will fluctuate, William Penn shareholders cannot be sure of the value of the merger consideration they may receive. Upon completion of the Merger, each share of William Penn common stock will be automatically converted into the right to complete receive 0.426 shares of Mid Penn common stock. The market price for shares of Mid Penn common stock may vary from the Merger could negatively affect our market price, future business and financial results. Although price of Mid Penn common stock on the date we anticipate closing announced the Merger and any change in the second quarter market price of 2025, we cannot guarantee when, or whether, Mid Penn shares of common stock prior to closing the Merger may affect the value of the merger consideration that William Penn shareholders will be completed. If receive upon completion of the Merger Merger. William Penn is not completed for any reason, we will be subject permitted to a number resolicit the vote of material risks, including William Penn shareholders solely because of changes in the following: (i) costs related market price of Mid Penn shares of common stock. Because the exchange ratio is fixed, if Mid Penns stock price declines prior to the completion of the Merger, such as legal, accounting and financial advisory fees, and, in specific circumstances, additional reimbursement and termination fees, must Mid Penn will not be paid even if required to adjust the Merger is not completed; (ii) declines exchange ratio. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Many of these factors are beyond our control. You should obtain current market price quotations for shares of Mid Penn common stock. William Penn and Mid Penn shareholders will have a reduced ownership percentage and voting interest after the Merger and will exercise less influence over management. William Penns shareholders currently have the right to vote in the extent that election of the current market price board of our directors of William Penn and on certain other matters affecting William Penn. When the Merger occurs, each William Penn shareholder that receives shares of Mid Penn common stock already reflects will become a market assumption shareholder of Mid Penn with a percentage ownership of the combined organization that is much smaller than the Merger shareholders current percentage ownership of William Penn. Additionally, each Mid Penn shareholder will be completed; (iii) have a percentage ownership of the diversion combined organization that is smaller than the shareholders current ownership in Mid Penn. Because of managements attention from this, each institutions existing shareholders will have less influence on the day-to-day business operations management and policies of Mid Penn than they now have on the potential disruption to each companys employees management and business relationships during policies of the institution in which they currently own shares. 48 Shareholders may be unable to timely sell shares after completion of the Merger. There will be a time period before between the completion of the Merger and the time at which former William Penn shareholders actually receive their shares of Mid Penn common stock. Until shares are received, former William Penn shareholders may make it difficult not be able to regain financial and sell their Mid Penn shares in the open market positions and, therefore, may not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of Mid Penn common stock during this period. The Merger Agreement limits William Penns ability to pursue alternatives to the Merger. The Merger Agreement contains no shop provisions that, subject to specified exceptions, limit William Penns ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of William Penn. In addition, a termination fee is payable by William Penn under certain circumstances, generally involving the decision to pursue an alternative transaction. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of William Penn from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share value than that proposed in the Merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire William Penn than it might otherwise have proposed to pay, if the Merger does with Mid Penn had not occur; been announced. William Penn shareholders will not have appraisal or dissenters rights in the Merger. Appraisal or dissenters rights are statutory rights that, if applicable, enable shareholders to dissent from an extraordinary transaction, such as a merger, and (iv) becoming subject to litigation related demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to any failure shareholders in that extraordinary transaction. Under Maryland General Corporation Law, holders of William Penn common stock are not entitled to complete appraisal rights in the Merger. Regulatory Merger with respect to their shares of William Penn common stock. Required regulatory waivers and approvals may not be received in a timely manner, or may be received at all, and subsequently expire, be revoked or be amended to may impose materially burdensome conditions that are not presently anticipated or cannot be met. prevent the Merger from being completed. Before the transactions contemplated in the Merger Agreement, including the Merger, may be completed, various waivers, approvals or consents must be obtained from various bank regulatory and other authorities, including the Board of Governors of the Federal Reserve System, the FDIC, and the Pennsylvania Department of Banking and Securities. In determining whether to grant these approvals, regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in any partys regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political, or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership. Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined companys business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions or that such conditions, limitations, obligations, or restrictions will not have the effect of preventing or delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reduce reducing the anticipated benefits of the Merger if the Merger were completed successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations, obligations or restrictions will not result in the delay or abandonment of the Merger. The completion of the Merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially burdensome regulatory condition and the expiration of all statutory waiting periods. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions, injunctions or decrees issued by any court or any other governmental entity of competent jurisdiction that would prevent, prohibit, prohibit or make illegal the completion of the Merger or any of the other transactions contemplated by the Merger Agreement. Further, such approvals are subject to expiration if the transaction is not consummated within the time period provided in the approval. Despite the parties expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the Merger Agreement, neither party is required under the terms of the Merger Agreement to take any action, commit to take any action, actions, or agree to any condition or restriction in connection with 43 obtaining these approvals, that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the proposed Merger. Further, such approvals are subject 49 The shares of Mid Penn common stock to expiration if be received by William Penn shareholders as a result of the transaction is not consummated within Merger will have different rights from the time period provided in shares of William Penn common stock. Upon completion of the approval. Combining Merger, William Penn shareholders will become Mid Penn shareholders. Their rights as shareholders will be governed by Pennsylvania corporate law and the articles of incorporation and bylaws of Mid Penn. The rights associated with William Penn common stock are currently governed by Maryland corporate law, the articles of incorporation and bylaws of William Penn and are different from the rights associated with Mid Penn common stock. Termination of the Merger Agreement could negatively affect William Penn and Mid Penn. If the Merger Agreement is terminated, there may be more difficult, costly or time consuming than expected, and various consequences, including the fact that Mid Penn and/or William Penn may fail experience negative reactions from the financial markets and from each partys respective customers and employees. Certain costs related to realize the transactions contemplated by the Merger Agreement, such as legal, accounting and certain financial advisory fees, must be paid even if the Merger is not completed. In addition, William Penns businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. The success of If the Merger Agreement is terminated and William Penns board of directors seeks another merger or business combination, William Penn shareholders cannot be certain that William Penn will depend on, among other things, be able to find a party willing to offer equivalent or more attractive consideration than the ability consideration Mid Penn has agreed to provide in the Merger. If the Merger Agreement is terminated and a different business combination is pursued, William Penn may also be required to pay a termination fee of $4,900,000 to Mid Penn under certain circumstances. Finally, if the Merger is not completed, whether because of the failure to integrate receive required regulatory approvals in a timely fashion or because one of the Company into parties has breached its business obligations in a manner way that facilitates growth opportunities permits termination of the Merger Agreement, or for any other reason, Mid Penns and achieves William Penns stock prices may decline to the anticipated benefits extent that the current market price reflects a market assumption that the Merger will be completed. The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed for other reasons. The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Merger. Those conditions include, among others: approval of the Merger Agreement by William Penn shareholders and approval of the issuance of shares of Mid Penn common stock as merger consideration by Mid Penn shareholders, regulatory approvals, absence of orders prohibiting the completion of the Merger, effectiveness of the Mid Penn registration statement with respect to the shares of Mid Penn common stock to be issued as merger consideration, approval of the shares of Mid Penn common stock to be issued to William Penn shareholders for listing on the Nasdaq Global Market, the continued accuracy of the representations and warranties by both parties, the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. The conditions to closing of the Merger may not be fulfilled and the Merger may not be completed. Failure to complete the Merger could negatively affect the market price of Mid Penns and William Penns common stock. If the Merger is not completed for any reason, Mid Penn and William Penn will be subject to a number of material risks, including the following: the market price of William Penn common stock may decline to the extent that the current market prices of its common stock already reflect a market assumption that the Merger will be completed; costs relating to the Merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, additional reimbursement and termination fees, must be paid even if the Merger is not able completed; and the diversion of managements attention from the day-to-day business operations and the potential disruption to successfully achieve these objectives, each companys employees and business relationships during the anticipated benefits period before the completion of the Merger may make it difficult to regain financial and market positions if the Merger does not occur. William Penn will be realized fully or at all or may take longer subject to realize than expected. In addition, business uncertainties and contractual restrictions while the actual cost Merger is pending. Uncertainty about the effect of the Merger on employees and savings customers may have an adverse effect on William Penn and anticipated benefits of consequently on Mid Penn. These uncertainties may impair William Penns ability to attract, retain and motivate key personnel until the Merger is consummated, and could cause customers and others that deal with William Penn to seek to change existing business relationships with 50 William Penn. Retention of certain employees may be less than anticipated, challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with Mid Penn. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Mid Penn, Mid Penns business following the Merger could be harmed. In addition, the Merger Agreement restricts William Penn from taking certain actions until the Merger occurs without the consent of Mid Penn. These restrictions may result prevent William Penn from pursuing attractive business opportunities that may arise prior to the completion of the Merger. If the Merger is not completed, William Penn and Mid Penn will have incurred substantial expenses without realizing the expected benefits of the Merger. William Penn and Mid Penn have both incurred substantial expenses in additional unforeseen expenses. connection with the Merger. The completion of the Merger depends on the satisfaction of specified conditions and the continued effectiveness of regulatory approvals and the approval of Mid Penns and William Penns shareholders. William Penn and Mid Penn cannot guarantee that these conditions will be met. If the Merger is not completed, these expenses could have an adverse impact on the financial condition and results of operations on a stand-alone basis for both William Penn and Mid Penn. Litigation relating to the Merger could require us to incur significant costs and suffer management distraction, as well as delay and/or enjoin the Merger. Neither the Company William Penn nor Mid Penn is currently able to predict the outcome of any suit arising out of or relating to the Merger proposed transaction that may be filed in the future. If any letters or complaints are filed, absent allegations that are material, the Company William Penn and Mid Penn will not necessarily announce such filings. The Company William Penn and Mid Penn could be subject to demands or litigation related to the Merger, whether or not the Merger is consummated. Such actions may create additional uncertainty relating to the Merger, and responding to such demands and defending such actions may be costly and distracting to management. Although there can be no assurance as to the ultimate outcomes of any demand or any subsequent litigation, we do not believe neither William Penn nor Mid Penn believes that the resolution of such demands or any subsequent litigation will have a material adverse effect on our its respective financial position, results of operations or cash flow. The Company and Mid Penn will be subject to various uncertainties while the Merger is pending that could adversely affect their financial results or the anticipated benefits of the Merger. Uncertainty about the effect of the Merger on counterparties to contracts, employees and other parties may have an adverse effect on us or the anticipated benefits of the Merger. These uncertainties could cause contract counterparties and others who deal with us or Mid Penn to seek to change existing business relationships with us or Mid Penn, and may impair our or Mid Penns ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter. Employee retention and recruitment may be particularly challenging prior to the completion of the Merger, as our employees and prospective employees, and the employees and prospective employees of Mid Penn, may experience uncertainty about their future roles with the combined organization following the Merger. The pursuit of the Merger and the preparation for the integration of the two companies may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect our financial results prior to the completion of the Merger and could limit us from pursuing attractive business opportunities and making other changes to our business prior to completion of the Merger or termination of the Merger Agreement. The Merger may be completed on different terms from those contained in the Merger Agreement. Prior to the completion of the Merger, we and Mid Penn may, by mutual agreement, amend or alter the terms of the Merger Agreement, including with respect to, among other things, the Merger consideration or any covenants or agreements with respect to the parties respective operations during the pendency of the Merger Agreement. Any such amendments or alterations may have negative consequences to us. The Merger will not be completed unless important conditions are satisfied or waived, including approval of the Merger Agreement by our shareholders and Mid Penns shareholders. Specified conditions set forth in the Merger Agreement must be satisfied or waived to complete the Merger. If the conditions are not satisfied or, subject to applicable law, waived, the Merger will not occur or will be delayed and each of Mid Penn and us may lose some or all of the intended benefits of the Merger. 44 flows.