Common Stock and Equity Incentive Plans |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | |
| Common Stock and Equity Incentive Plans | Common Stock and Equity Incentive Plans Treasury Stock Repurchase Program Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020. On April 21, 2026, the Board of Directors renewed the Program through April 30, 2027 and approved an increase in repurchase authorization permitting the repurchase of up to an additional $50.0 million of Mid Penn’s outstanding common stock. Under the Program, Mid Penn conducts repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Repurchases under the Program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The Program is able to be modified, suspended or terminated at any time, at Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The Program does not obligate Mid Penn to repurchase any shares. During the six months ended June 30, 2026, Mid Penn repurchased 76,000 shares of common stock at an average price of $32.78. All 76,000 shares were repurchased during the three months ended June 30, 2026, at an average price of $32.78. As of June 30, 2026, Mid Penn has repurchased an aggregate total of 595,891 shares of common stock under the Program at an average price of $24.82 per share. Dividend Reinvestment Plan The amended and restated Dividend Reinvestment Plan of Mid Penn Bancorp, Inc. allows holders of the Corporation's common shares to purchase additional shares of the Corporation's common stock, par value $1.00 per share. Under the plan, participants may have cash dividends on all of their shares automatically reinvested, and each participating shareholder may also make optional cash contributions to purchase additional shares. As of June 30, 2026, participants in the plan held 492,599 shares of the Corporation's common stock. Equity Incentive Plans The Corporation recognizes stock-based compensation expense for equity awards based on the grant-date fair value of the awards. Compensation expense is recognized on a straight-line basis over the requisite service period and is included in salaries and benefits expense in the Consolidated Statements of Income. On May 9, 2023, shareholders approved the 2023 Stock Incentive Plan (the "2023 Plan"), which authorizes Mid Penn to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. The 2023 Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to incentivize the further success of the Corporation, and replaced the 2014 Restricted Stock Plan (the "2014 Plan", and together with the 2023 Plan, the "Plans"). The aggregate number of shares of common stock available for issuance under the Plans is 550,000 shares. As of June 30, 2026, a total of 394,554 restricted shares were granted under the Plans, of which 144,177 shares were unvested. The Plan's shares granted and vested resulted in $1.0 million and $2.4 million in share-based compensation expense for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Plan's shares granted and vested resulted in share-based compensation expense of $1.7 million and $2.6 million, respectively. Stock-based compensation expense relating to restricted stock is calculated using grant date fair value and is recognized on a straight-line basis over the vesting periods of the awards. Restricted shares granted to employees vest in equal amounts on the anniversary of the grant date over the vesting period and the expense is a component of salaries and benefits expense on the Consolidated Statement of Income. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally between and four years. Restricted shares granted to directors have a twelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the Consolidated Statement of Income. Equity Awards Assumed from William Penn Acquisition In connection with the acquisition of William Penn on April 30, 2025, the Corporation issued 3,506,795 shares of common stock as purchase consideration and assumed outstanding equity awards of William Penn, resulting in the issuance of 538,447 stock options and 215,386 restricted stock units "RSUs" of which, 60,126 stock options and 27,821 restricted stock units remained unvested as of June 30, 2026. Compensation expense for stock options was $131 thousand and $262 thousand for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, unrecognized compensation expense related to unvested options was $514 thousand. Compensation expense for restricted stock awards was $183 thousand and $365 thousand for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, unrecognized compensation cost related to unvested restricted stock was $711 thousand. The assumed awards are subject to the original vesting terms and conditions included in William Penn's stock-based compensation plan. Stock Appreciation Rights Issued in Connection with the Cumberland Advisors Acquisition Stock appreciation rights issued in the acquisition of Cumberland Advisors are being accounted for as post-combination compensation expense and will be recognized over the applicable service period. The stock appreciation rights have a maximum aggregate value of $1.2 million to be exercisable between the first and third anniversary of the closing date of the transaction.
|