Mid Penn Bancorp, Inc. (NasdaqGM:MPB) entered into a letter of intent to acquire 1st Colonial Bancorp, Inc. (OTCPK:FCOB) from group of shareholders on July 31, 2025. Mid Penn Bancorp, Inc entered into a definitive agreement to acquire 1st Colonial Bancorp, Inc from group of shareholders for $97.9 million on September 24, 2025. Under the terms of the merger agreement, 60% of 1st Colonial common shares will be converted into Mid Penn common stock while the remaining 40% will be exchanged for cash. 1st Colonial shareholders will have the option to elect to receive either 0.6945 of a share of Mid Penn common stock or $18.50 in cash for each common share of 1st Colonial they own, subject to proration to ensure that, in the aggregate, 60% of the transaction consideration will be paid in the form of Mid Penn common stock. This values the transaction at approximately $20.03 per 1st Colonial common share, based on Mid Penn?s closing stock price on September 23, 2025 and the 60% stock and 40% cash consideration mix. All options to purchase 1st Colonial common stock will be cashed out upon completion of the merger. In the quarter following the completion of the transaction, 1st Colonial shareholders are projected to receive a quarterly cash dividend equal to approximately $0.14 per 1st Colonial share of common stock exchanged for Mid Penn stock, based on Mid Penn?s current quarterly dividend of $0.20 per share of common stock. One 1st Colonial director to be nominated by the 1st Colonial board of directors in consultation with Mid Penn will join the Mid Penn board upon completion of the transaction. Concurrent with the entering into the merger agreement, 1st Colonial President and Chief Executive Officer, Robert B. White, entered into an employment agreement with Mid Penn Bank to become the Senior Executive Vice President, Greater Philadelphia Metro Area Market President and Senior Risk Advisor of Mid Penn Bank. In case of termination 1st Colonial will pay $4.04 million.

The transaction is expected to close late in the first quarter or early in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals, the effectiveness of the registration statement on Form S-4 relating to the shares of Mid Penn Common Stock to be issued in the Merger and approval by 1st Colonial shareholders. The merger agreement has been unanimously approved by the board of directors of each company. The merger is expected to be immediately accretive to Mid Penn?s estimated earnings per share and to have a positive long-term impact on Mid Penn?s key profitability and operating ratios. Following completion of the merger, 1st Colonial shareholders will own approximately 8% of Mid Penn?s outstanding shares of common stock. The registration statement on Form S-4 was declared effective on December 19, 2025. On February 6, 2026, the receipt of all bank regulatory approvals required to consummate the merger has been received. On February 11, 2026, 1st Colonial shareholders approved the transaction.

Keefe, Bruyette & Woods, A Stifel Company is acting as exclusive financial advisor to Mid Penn, William Levay and Kevin Houlihan of Holland & Knight LLP is acting as its legal advisor in the transaction. Stephens Inc. is acting as exclusive financial advisor, fairness opinion provider to 1st Colonial and will receive a fee of $0.5 million for opinion rendered and 1.50% of transaction value as advisory fee, Christopher S. Connell of Stradley Ronon Stevens & Young, LLP is acting as its legal advisor in the transaction. Computershare, Inc. acted as transfer agent to Mid Penn. Laurel Hill Advisory Group acted as proxy solicitor to 1st Colonial and will be paid a fee of $7,500.

Mid Penn Bancorp, Inc. (NasdaqGM:MPB) completed the acquisition of 1st Colonial Bancorp, Inc. (OTCPK:FCOB) from group of shareholders on February 27, 2026. The transaction was valued at approximately $106.1 million. Business of 1st Colonial was closed on February 27, 2026. Thomas R. Brugger was appointed to the Audit Committee and Risk Committee of the Mid Penn Board and the Trust Committee of the Mid Penn Bank Board.