Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective August 26, 2026, Gregory B. Braca has been appointed to serve as a director of Mid Penn Bancorp, Inc. (the “Corporation”), effective September 16, 2026. Mr.…
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank. Mid Penn currently operates 59 retail locations throughout Pennsylvania and central and southern New Jersey, has total assets of approximately $6 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 26, 2026, Gregory B. Braca has been appointed to serve as a director of Mid Penn Bancorp, Inc. (the “Corporation”), effective September 16, 2026. Mr. Braca is independent as determined in accordance with Nasdaq Stock Market LLC’s corporate governance listing standards.
Set forth below is the age and certain other biographical information with regard to the Corporation’s new director.
Gregory B. Braca, 62, Chairman, Ironlight
(Class B - Term Expiring 2027)
Mr. Braca is a seasoned wall street executive with over 40 years of experience leading some of the most recognized financial institutions in North America. He is the chairman of Ironlight, a tokenize exchange ATS for real world assets. He currently sits on the board of Intellicheck, a publicly-traded I.D. management company, and is a senior advisor to Star Mountain Capital, a private credit firm, and Myota, a cybersecurity firm.
As the former president and chief executive officer of TD Bank, one of the 10 largest banks in the United States with over $400 billion in assets, Mr. Braca led the strategic direction and operational oversight of the U.S. retail, commercial, and specialty banking businesses. Prior to being named chief executive officer, he held several key leadership roles at TD Bank, including chief operating officer and head of corporate and specialty banking.
Mr. Braca has served on several influential boards and industry groups, including being the chairman of the New York Bankers Association.
Mr. Braca will be entitled to receive compensation for his services as a director in accordance with the Corporation’s outside director fee schedule for 2026.
Mr. Braca has been appointed to serve on the following committees: Audit Committee, Compensation Committee, Risk Committee.
A copy of the Corporation's press release announcing Mr. Braca's appointment is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
ITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 26, 2026, the Board adopted amendments to sections 10.2 and 10.3 of the Corporation’s Amended and Restated Bylaws in order to phase-in the declassification of the Board of Directors effective with the 2029 annual meeting of shareholders (the “Amendments”).
The following summarizes the Amendments:
• Prior to the August 26, 2026, amendments, the Corporation’s Bylaws provided for a classified Board of Directors, with directors elected for staggered, three-year terms. As a result of the amendments, beginning with the 2029 annual meeting of shareholders, nominees elected to the Corporation’s Board of Directors shall be elected for one-year terms. Prior to the 2029 annual meeting of shareholders, (i) Class A directors will serve through the 2029 annual meeting; (ii) Class B directors elected at the 2027 annual meeting shall serve a two-year term expiring at the 2029 annual meeting; and (iii) Class C directors elected at the 2028 annual meeting shall serve a one-year term expiring at the 2029 annual meeting.
The foregoing summary of the Amended and Restated Bylaws (as amended on August 26, 2026) is qualified in its entirety by reference to, and should be read in conjunction with, the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Corporation’s prior Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.