SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all of the information that is important to you. We urge you to carefully read the entire joint proxy statement/prospectus and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page 203. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

Information about the Parties

Mid Penn Bancorp, Inc. (page 97)

Mid Penn is a Pennsylvania business corporation and bank holding company with its headquarters in Millersburg, Pennsylvania. At June 30, 2014, Mid Penn had total consolidated assets of $736.5 million. Mid Penn is the parent company of Mid Penn Bank, serving the community since 1868, which operates fourteen retail locations in Cumberland, Dauphin, Northumberland and Schuylkill Counties in Pennsylvania. Insurance products are offered through Mid Penn Bank’s subsidiary, Mid Penn Insurance Services, LLC. Mid Penn common stock is traded on The Nasdaq Global Market under the symbol “MPB.”

The principal executive offices of Mid Penn are located at Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, and its telephone number is (866) 642-7736.

Phoenix Bancorp, Inc. (page 166)

Phoenix is a Pennsylvania business corporation and bank holding company with its headquarters in Pottsville, Pennsylvania. At June 30, 2014, Phoenix had total consolidated assets of approximately $141 million. Phoenix is the parent company for Miners Bank, which operates four branch offices in Luzerne and Schuylkill Counties in Pennsylvania. Phoenix common stock is sold in privately negotiated transactions, some of which are quoted on the OTCQB market under the symbol “PXBP.”

The principal executive offices of Phoenix are located at Phoenix Bancorp, Inc., Rockwood Center, 1504 Rte. 61 South, Pottsville, Pennsylvania 17901, and its telephone number is (570) 544-4787.

The Merger (page 73)

The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. Please carefully read the merger agreement as it is the legal document that governs the merger.

Phoenix Will Merge into Mid Penn (page 73)

We are proposing the business combination of Mid Penn and Phoenix. Under the merger agreement, Phoenix will merge with and into Mid Penn, with Mid Penn remaining the surviving entity, and the separate existence of Phoenix will cease. Immediately after the corporate merger, Miners Bank, a wholly owned bank subsidiary of Phoenix, will merge with and into Mid Penn’s wholly owned bank subsidiary, Mid Penn Bank, with Mid Penn Bank as the surviving bank, and the separate corporate existence of Miners Bank will cease.

Following the completion of the merger, the merger agreement provides that Mid Penn will continue to operate the branches of Miners Bank as a separate banking division of Mid Penn Bank under the name “Miners Bank, a Division of Mid Penn Bank” for a period of at least three years.

Mid Penn Will Hold Its Special Meeting on December 23, 2014 (page 94)

The Mid Penn special meeting will be held on Tuesday, December 23, 2014 at 9:00 a.m., local time, at Mid Penn’s headquarters at 349 Union Street, Millersburg, Pennsylvania 17061. At the Mid Penn special meeting, Mid Penn shareholders will be asked to:

1. approve and adopt the merger agreement; and

2. approve the adjournment or postponement of the Mid Penn special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the meeting to approve and adopt the merger agreement.

Record Date. Only holders of record of Mid Penn common stock at the close of business on November 14, 2014 will be entitled to vote at the Mid Penn special meeting. Each share of Mid Penn common stock is entitled to one vote. As of the Mid Penn record date, there were 3,496,916 shares of Mid Penn common stock issued and outstanding and entitled to vote at the Mid Penn special meeting.

Required Vote. The affirmative vote at the Mid Penn special meeting, in person or by proxy, of the holders of 66-2/3% of the outstanding shares of Mid Penn common stock is required to approve and adopt the merger agreement. The affirmative vote, in person or by proxy, of a majority of all votes cast at the Mid Penn special meeting is required to approve the proposal to adjourn or postpone the Mid Penn special meeting, if necessary, to solicit additional proxies and any other matter that may properly come before the Mid Penn special meeting. A majority of the outstanding Mid Penn common stock entitled to vote is necessary to constitute a quorum in order to transact business at the meeting.

As of the record date, directors and executive officers of Mid Penn and their affiliates had the right to vote 143,760 shares of Mid Penn common stock, or 4.1% of the outstanding Mid Penn common stock entitled to be voted at the Mid Penn special meeting. In accordance with the terms of the merger agreement, each of the directors of Mid Penn has executed an Affiliate Letter in favor of Phoenix pursuant to which he or she has agreed to vote all shares of Mid Penn common stock owned by him or her in favor of approval and adoption of the merger agreement and the transactions contemplated thereby.

Phoenix Will Hold Its Special Meeting on December 23, 2014 (page 161)

The Phoenix special meeting will be held on Tuesday, December 23, 2014 at 9:00 a.m., local time, at Phoenix’s headquarters at Rockwood Center, 1504 Route 61 South, Pottsville, Pennsylvania 17901. At the Phoenix special meeting, Phoenix shareholders will be asked to:

1. approve and adopt the merger agreement; and

2. approve the adjournment or postponement of the Phoenix special meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Phoenix special meeting to approve and adopt the merger agreement.

Record Date. Only holders of record of Phoenix common stock at the close of business on November 12, 2014 will be entitled to vote at the Phoenix special meeting. Each share of Phoenix common stock is entitled to one vote. As of the Phoenix record date, there were 282,206 shares of Phoenix common stock issued and outstanding and entitled to vote at the Phoenix special meeting.

Required Vote. The affirmative vote at the Phoenix special meeting, in person or by proxy, of holders of 70% of the outstanding shares of Phoenix common stock is required to approve and adopt the merger agreement. The affirmative vote, in person or by proxy, of a majority of votes cast at the Phoenix special meeting is required to approve the proposal to adjourn or postpone the Phoenix special meeting, if necessary, to solicit additional

proxies and any other matter that may properly come before the Phoenix special meeting. A majority of the outstanding Phoenix common stock entitled to vote is necessary to constitute a quorum in order to transact business at the meeting.

As of the record date, directors and executive officers of Phoenix and their affiliates had the right to vote 126,817 shares of Phoenix common stock, or 44.9% of the outstanding Phoenix common stock entitled to be voted at the Phoenix special meeting. In accordance with the terms of the merger agreement, each of the directors of Phoenix has executed an Affiliate Letter in favor of Mid Penn pursuant to which he or she has agreed to vote all shares of Phoenix common stock owned by him or her in favor of approval and adoption of the merger agreement.

Phoenix Shareholders Will Receive Shares of Mid Penn Common Stock and/or Cash in the Merger Depending on Their Election and Any Proration (page 74).

Phoenix shareholders will have the right to elect to receive merger consideration, without interest, for each of their shares of Phoenix common stock. Each Phoenix shareholder will have the opportunity to elect to receive in exchange for each share of Phoenix common stock owned immediately prior to completion of the merger either: (i) a cash payment of $51.60 per share; (ii) 3.167 shares of Mid Penn common stock; or (iii) a combination of cash and shares of Mid Penn common stock.

The amount of merger consideration issuable to Phoenix shareholders was subject to a pre-closing adjustment based on, with respect to one OREO property held by Miners Bank, the wholly owned banking subsidiary of Phoenix, the estimated costs, if any, for environmental remediation that may be required and any loss in connection with the maintenance and disposition costs of such property, net of any tax benefit and any recoveries from the sale of any parcels. The amount of merger consideration issuable to Phoenix shareholders upon completion of the merger will not be reduced or otherwise adjusted pursuant to this provision as such costs will not exceed the $400,000 threshold set forth in the merger agreement.

Each election will be subject to allocation and proration procedures in the merger agreement, which are intended to ensure that, in the aggregate, at least 80% of the Phoenix shares of common stock outstanding will be exchanged for Mid Penn common stock. Mid Penn has the right to permit greater than 80% of the Phoenix common shares to be exchanged for shares of Mid Penn common stock; however, if the holders of more than 20% of Phoenix shares elect to receive cash for their shares of Phoenix common stock, then such shareholders will receive shares of Mid Penn common stock in accordance with the proration procedures and the other requirements set forth in the merger agreement.

Record holders of Phoenix common stock may specify different elections with respect to different shares that you hold (if, for example, a Phoenix shareholder owns 100 shares of Phoenix common stock, such shareholder could make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares).

As an example, based on the average of the high and low sale prices of Mid Penn common stock on The Nasdaq Global Market for the 10 trading days ending on November 12, 2014 (the most recent practicable date prior to the printing of this joint proxy statement/prospectus), for each share of Phoenix common stock held, a Phoenix shareholder would receive either $51.60 in cash or 3.167 shares of Mid Penn common stock, subject to possible proration. Based on that price, the 3.167 shares of Mid Penn common stock would have a market value of $48.89. Mid Penn will compute the actual amount of cash and number of shares of Mid Penn common stock that each Phoenix shareholder will receive in the merger using the formula contained in the merger agreement. For a summary of the formula contained in the merger agreement, see “The Merger Agreement—Consideration To Be Received in the Merger” beginning on page 74.

Phoenix Contingent Rights. If you purchased shares of Phoenix common stock pursuant to the Phoenix Private Placement Memorandum dated as of October 1, 2012 and received contingent rights to receive additional Phoenix common stock, which we refer to as the Phoenix contingent rights, due to the merger, each Phoenix contingent right will be exchanged for 0.1306 shares of Phoenix common stock (rounded up to the nearest whole share for each holder) prior to the consummation of the merger. To the extent that these additional shares of Phoenix common stock are outstanding on the record date for the election materials, such shares will also be subject to an election to receive either cash or stock. Otherwise, such additional shares of Phoenix common stock will be exchanged for shares of Mid Penn common stock. We estimate that the Phoenix contingent rights will convert into a maximum of 3,520 shares of Phoenix common stock, or 11,148 shares of Mid Penn common stock based upon the exchange ratio.

Phoenix Stock Appreciation Rights. Each Phoenix stock appreciation right unit to receive a cash payment based on the value under the Phoenix Bancorp, Inc./Miners Bank Stock Appreciation Rights Plan, which we refer to as the Phoenix SARs, that is outstanding immediately prior to the effective time of the merger will be converted to the right to receive cash equal to the product of (i) the total number of shares of Phoenix common stock you hold that are subject to a stock appreciation right and (ii) the excess, if any, of $51.60 less the base price of the Phoenix SAR set forth in the Phoenix stock appreciation right award agreement, less any applicable tax withholding.

Regardless of Whether an Election is Made, a Phoenix Shareholder May Not Receive the Consideration Elected (page 75)

Pursuant to the terms of the merger agreement, a minimum of 80% of the total number of shares of Phoenix common stock outstanding at the effective time of the merger will be converted into stock consideration, and the remaining outstanding shares of Phoenix common stock (excluding the shares of Phoenix common stock to be cancelled) not converted into shares of Mid Penn common stock will be converted into cash consideration. Mid Penn has the right to permit greater than 80% of the total number of shares of Phoenix common stock to be converted in the form of shares of Mid Penn common stock. As a result, if more Phoenix shareholders make valid elections to receive either Mid Penn common stock or cash than is available as merger consideration under the merger agreement, those Phoenix shareholders electing the over-subscribed form of consideration may have the over-subscribed consideration proportionately reduced and substituted with consideration in the other form, despite their election.

In Order to Make a Valid Election, Phoenix Shareholders Must Properly Complete and Deliver the Election Form (page 76)

If a Phoenix shareholder wishes to elect the type of merger consideration such shareholder prefers to receive in the merger, such shareholder should carefully review and follow the instructions set forth in the form of election, which is being mailed to Phoenix shareholders immediately after this joint proxy statement/prospectus. Phoenix shareholders will need to sign, date and complete the election form and transmittal materials and return them to the exchange agent at the address given in the materials, together with the certificates representing shares of Phoenix common stock prior to the Election Deadline. Phoenix shareholders should NOT send stock certificates with a proxy card returned to vote on the merger agreement.

The election deadline will be at 5:00 p.m., New York City time, on Monday, December 22, 2014, which is the business day prior to the Phoenix special meeting of shareholders on December 23, 2014. If a Phoenix shareholder does not submit a properly completed and signed form of election to the exchange agent by the election deadline, such shareholder will have no control over the type of merger consideration to be received, and, consequently, at the discretion of Mid Penn, may receive only cash, only Mid Penn common stock or a combination of cash and Mid Penn common stock in the merger.

Once a Phoenix shareholder has tendered stock certificates representing shares of Phoenix common stock to the exchange agent, such shareholder may not transfer shares of Phoenix common stock represented by those stock certificates until the merger is completed, unless such shareholder revokes a previous election by written notice to the exchange agent that is received prior to the election deadline. If the merger is not completed and the merger agreement is terminated, stock certificates will be returned by the exchange agent to the shareholder submitting them.

Expected Material United States Federal Income Tax Treatment as a Result of the Merger (page 90)

The merger is structured to be treated as a reorganization for United States federal income tax purposes. Each of Mid Penn and Phoenix has conditioned the consummation of the merger on its receipt of a legal opinion from their respective legal counsel that this will be the case. The federal income tax treatment for Phoenix shareholders will depend primarily on whether Phoenix common stock is exchanged solely for Mid Penn common stock (with cash received instead of a fractional share of Mid Penn common stock), solely for cash, or for a combination of Mid Penn common stock and cash.

Generally, a Phoenix shareholder will not recognize gain or loss on the exchange of Phoenix common stock solely for Mid Penn common stock in the merger, except with respect to the cash received in lieu of a fractional share interest in Mid Penn common stock. If a Phoenix shareholder receives only cash in exchange for Phoenix common stock in the merger, then such shareholder generally will recognize gain or loss equal to the difference between the amount of cash received and the shareholder’s adjusted tax basis in the shares of Phoenix common stock surrendered. If a Phoenix shareholder exchanges Phoenix common stock for a combination of Mid Penn common stock and cash, then such shareholder generally will recognize gain equal to the amount of cash received (not counting cash received in lieu of a fractional share interest in Mid Penn common stock) or the amount of gain realized, whichever is lower, but such shareholder will not recognize any loss. If a Phoenix shareholder receives cash instead of a fractional share interest in Mid Penn common stock, such shareholder will recognize gain or loss on receipt of that cash.

Exceptions to these conclusions or other considerations may apply, some of which are discussed beginning on page 90. Determining the actual tax consequences of the merger to a Phoenix shareholder can be complicated. Those consequences will depend on such shareholder’s specific situation, on whether the shareholder elects to receive common stock, cash or a mix of common stock and cash, on whether an election is effective or must be changed under the proration provisions of the merger agreement, and on many variables that are not within our control. For further information, please refer to “Material United States Federal Income Tax Consequences of the Merger” on page 90. Phoenix shareholders should also consult their own tax advisors for a full understanding of the federal income tax and other tax consequences of the merger as they apply specifically to them.

The United States federal income tax consequences described above may not apply to all holders of Phoenix common stock. The tax consequences for Phoenix shareholders will depend on their individual situations. Accordingly, Phoenix shareholders are strongly urged to consult their tax advisors for a full understanding of the particular tax consequences of the merger to them.

Accounting Treatment of the Merger (page 89)

The merger will be treated as a “business combination” using the acquisition method of accounting with Mid Penn treated as the acquiror under generally accepted accounting principles, which we refer to as GAAP.

Market Prices and Share Information (page 201)

Mid Penn common stock is quoted on The Nasdaq Global Market under the symbol “MPB.” Phoenix common stock is not listed or traded on any exchange but instead is sold in privately negotiated transactions,

some of which are quoted on the OTCQB market under the symbol “PXBP”. Phoenix common stock is traded sporadically and at irregular intervals. Phoenix common stock has only been quoted on the OTCQB market for a very short period of time, and the volume of quoted trades on the OTCQB market have generally been very low compared to the trades reported to, or known by, Phoenix management in privately negotiated transactions. Consequently, Phoenix management believes that, due to the higher volume and greater frequency of trades reported to it in privately negotiated transactions, those prices are more reflective of the actual market price of Phoenix common stock than those prices quoted on the OTCQB market. For more information regarding share price information of Phoenix common stock, see “Market Price and Dividend Information—Phoenix” beginning on page 201.

The following table shows the closing sale prices of Mid Penn common stock as reported on The Nasdaq Global Market on August 26, 2014, the last trading day before announcement of the merger, and on November 12, 2014, the last practicable trading day prior to mailing this joint proxy statement/prospectus. The table also presents the equivalent value of the stock portion of the merger consideration per share of Phoenix common stock on August 26, 2014, and November 14, 2014, calculated by multiplying the closing sale prices of Mid Penn common stock on those dates by 3.167, which represent the exchange ratio of shares of Mid Penn common stock that Phoenix shareholders electing to receive Mid Penn common stock would receive in the merger for each share of Phoenix common stock.

The market prices of Mid Penn and Phoenix common stock will fluctuate prior to the merger. You should obtain current stock price quotations for the shares.

Upon completion of the merger, assuming 80% of the outstanding shares of Phoenix common stock are exchanged for Mid Penn common stock, former Phoenix shareholders will own approximately 17% of the outstanding shares of Mid Penn common stock.

Griffin Financial Group, LLC Has Provided an Opinion to the Phoenix Board of Directors (page 49)

In connection with the merger, Phoenix’s financial advisor, Griffin Financial Group, LLC, or Griffin, delivered a written opinion, dated August 27, 2014, to the Phoenix board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration in the merger to the shareholders of Phoenix.

The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitation on the review undertaken by Griffin in preparing the opinion, is attached as

Annex B to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Phoenix board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Phoenix to engage in the merger or enter into the merger agreement or constitute a recommendation to any holder of Phoenix common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of Phoenix common stock, what election any such shareholder should make with respect to the merger consideration). Phoenix does not expect what it will request an updated opinion from Griffin.

Keefe, Bruyette & Woods, Inc. Has Provided an Opinion to the Mid Penn Board of Directors (page 56)

In connection with the merger, Mid Penn’s financial advisor, Keefe, Bruyette & Woods, Inc., or KBW, delivered a written opinion, dated August 27, 2014, to the Mid Penn board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the aggregate merger consideration in the merger to Mid Penn.

The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Mid Penn board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Mid Penn to engage in the merger or enter into the merger agreement or constitute a recommendation to the Mid Penn board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Mid Penn common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of Phoenix common stock, what election any such shareholder should make with respect to the merger consideration).

Board of Directors and Executive Officers of Mid Penn after the Merger (page 68)

Following completion of the merger, Mid Penn will appoint Vincent J. Land, Robert J. Moisey and Noble C. Quandel, Jr. to serve on the board of directors of Mid Penn and Mid Penn Bank, including waiving any bylaw restriction otherwise applicable to any such individual in connection with their appointment. Mr. Land will be appointed to serve in the class of directors whose term expires in 2016. Messrs. Moisey and Quandel will be appointed to serve in the class of directors whose term expires in 2017. For so long as such individual serves as a director of Mid Penn, Mid Penn will cause such individual to serve on the Mid Penn Bank board of directors.

Except as described in the previous paragraph, the directors and executive officers of Mid Penn and Mid Penn Bank immediately prior to the consummation of the merger will continue to be the directors and executive officers of the respective entity.

The Mid Penn Board of Directors Recommends That Mid Penn Shareholders Vote “FOR” Approval and Adoption of the Agreement and Plan of Merger (page 56)

The Mid Penn board of directors believes that the merger is in the best interests of Mid Penn and its shareholders and has unanimously approved the merger and the merger agreement. The Mid Penn board of directors recommends that Mid Penn shareholders vote “FOR” approval and adoption of the merger agreement. The Mid Penn board also recommends that its shareholders vote “FOR” the proposal to adjourn the Mid Penn special meeting, if necessary, to solicit additional proxies.

The Phoenix Board of Directors Recommends That Phoenix Shareholders Vote “FOR” Approval and Adoption of the Agreement and Plan of Merger (page 48)

The Phoenix board of directors believes that the merger is in the best interests of Phoenix and its shareholders and has unanimously approved the merger and the merger agreement. The Phoenix board of

directors recommends that Phoenix shareholders vote “FOR” approval and adoption of the merger agreement. The Phoenix board also recommends that its shareholders vote “FOR” the proposal to adjourn the Phoenix special meeting, if necessary, to solicit additional proxies.

Phoenix’s Directors and Executive Officers Have Financial Interests in the Merger that May Differ from the Interests of Phoenix Shareholders (page 71)

In addition to their interests as Phoenix shareholders, the directors and certain executive officers of Phoenix may have interests in the merger that are different from or in addition to interests of other Phoenix shareholders. These interests include, among others, provisions in the merger agreement regarding board membership, as well as change in control agreements, employment agreements, indemnification, insurance, and eligibility to participate in various employee benefit plans. For purposes of the Phoenix agreements and plans, the completion of the merger will generally constitute a change in control. These additional interests may create potential conflicts of interest and cause some of these persons to view the proposed transaction differently than a Phoenix shareholder may view it. The financial interests of Phoenix’s directors and executive officers in the merger include the following:

Phoenix’s board of directors was aware of these interests and took them into account in its decision to approve and adopt the agreement and plan of merger. For information concerning these interests, please see the discussion beginning on page 71 under the caption “The Merger—Phoenix’s Directors and Executive Officers Have Financial Interests in the Merger.”

Holders of Phoenix Common Stock Have Dissenters’ Rights (page 68)

If you are a Phoenix shareholder, you have the right under the Pennsylvania Business Corporation Law to dissent from the merger agreement and the merger, and to demand and receive cash for the fair value of your shares of Phoenix common stock. For a complete description of the dissenters’ rights of Phoenix shareholders, please see the discussion under the caption “The Merger—Phoenix Shareholders Have Dissenters’ Rights in the Merger” beginning on page 68. In order to assert dissenters’ rights, a Phoenix shareholder must:

If you are a Phoenix shareholder and you sign and return your proxy without voting instructions, we will vote your proxy in favor of the transaction and you will lose any dissenters’ rights that you may have. A copy of the relevant provisions of Pennsylvania law related to dissenters’ rights are attached to this joint proxy statement/prospectus as Annex D.

The Rights of Phoenix Shareholders Will Be Governed by Pennsylvania Law and the Articles of Incorporation and Bylaws of Mid Penn after the Merger (page 191)

The rights of Phoenix shareholders will change as a result of the merger due to differences in Mid Penn’s and Phoenix’s governing documents. A description of shareholder rights under each of the Mid Penn and Phoenix governing documents, and the material differences between them, is included in the section entitled “Comparison of Shareholders’ Rights” found on page 191.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 86)

Currently, we expect to complete the merger in the first quarter of 2015. As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, approval by the requisite vote of the Mid Penn shareholders and the Phoenix shareholders; the receipt of all required regulatory approvals from the Board of Governors of the Federal Reserve System, which we refer to as the FRB, the Federal Deposit Insurance Corporation, which we refer to as the FDIC, and the Pennsylvania Department of Banking and Securities, which we refer to as the PDB; the exercise of dissenters rights under the Pennsylvania Business Corporation Law with respect to no more than 7% of the outstanding Phoenix common shares; the approval for listing on Nasdaq of the shares of Mid Penn common stock issuable pursuant to the merger; the exchange of the then-outstanding shares of Phoenix Senior Non-Cumulative Perpetual Preferred Stock, Series A, which we refer to as the Phoenix SBLF preferred stock, for shares of a series of Mid Penn preferred stock, having rights preferences, privileges and voting powers, and limitations and restrictions, taken as a whole, that are not materially less favorable to the holders of the Phoenix SBLF preferred stock than the rights, preferences, privileges and voting powers, and limitations and restrictions of the Phoenix SBLF preferred stock, taken as a whole, which we refer to as Mid Penn SBLF preferred stock; and the receipt of a legal opinion from counsel to each of Mid Penn and Phoenix regarding the tax treatment of the merger. For additional information regarding the Phoenix SBLF preferred stock and the Mid Penn SBLF preferred stock, see “Risk Factors—Following consummation of the merger, Mid Penn may be unable to redeem the Mid Penn SBLF preferred stock before the dividend rate increases to 9%” beginning on page 39 and “Comparison of Shareholders’ Rights—Outstanding Preferred Stock—Phoenix” beginning on page 191.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

No Solicitation of Other Offers (page 83)

Phoenix has agreed that it, its subsidiaries, its directors and officers and those of its subsidiaries will not, and Phoenix will not authorize, permit or cause its and each of its subsidiaries’ employees and agents to, between the date of the merger agreement and the closing of the merger, directly or indirectly:

The merger agreement does not, however, prohibit Phoenix from furnishing information or access to a third party who has made an alternative acquisition proposal and participating in discussions and negotiating with such person prior to the receipt of shareholder approval if specified conditions are met. Among those conditions is a good faith determination by the Phoenix board of directors, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that the alternative acquisition proposal constitutes, or is reasonably likely to lead to, a bona fide written proposal that

We refer to the foregoing as a superior proposal.

For further discussion of the restrictions on solicitation of acquisition proposals from third parties, see “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page 83.

Termination of the Merger Agreement (page 86)

We may mutually agree to terminate the merger agreement before completing the merger, even after Phoenix or Mid Penn shareholder approval. In addition, either of us may decide to terminate the merger agreement, if (i) a court or governmental entity issues a final order that is not appealable prohibiting the merger, (ii) a bank regulator which must grant a regulatory approval as a condition to the merger denies such approval of the merger and such denial has become final and is not appealable, (iii) the shareholders of Mid Penn or Phoenix fail to approve the merger at their respective meetings, or (iv) the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the merger agreement not to consummate the merger, subject to the right of the breaching party to cure the breach within 30 days following written notice, provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement. Either of us may terminate the merger agreement if the merger has not been completed by June 15, 2015, or such later date as agreed to by the parties in writing, unless the reason the merger has not been completed by that date is a breach of the merger agreement by the party seeking to terminate the merger agreement.

Mid Penn may terminate the merger agreement if the Phoenix board of directors (1) has received a superior proposal and, in connection with the receipt of such superior proposal and in accordance with the terms of the merger agreement, enters into a letter of intent, agreement in principle or an acquisition agreement with respect to such superior proposal, (2) fails to make, withdraws, modifies or qualifies its recommendation of the merger agreement in a manner adverse to Mid Penn, or (3) delivers a written notice to Mid Penn of its determination to accept such superior proposal.

Phoenix may terminate the merger agreement if Phoenix receives a superior proposal and, in accordance with the terms of the merger agreement, delivers a written notice to Mid Penn of its determination to accept the alternative acquisition proposal. Phoenix may also terminate the merger agreement within five business days of the later of (i) the date on which the last required regulatory approval necessary for consummation of the merger and the transactions contemplated by the merger agreement has been obtained, without regard to any requisite waiting period, or (ii) the date of the meeting of Phoenix shareholders to adopt and approve the merger agreement, which we refer to as the Determination Date, if Phoenix’s board determines, by a majority vote of its members, that each of the following have occurred:

Termination Fee (page 87)

Phoenix will pay Mid Penn a termination fee of $580,000 in the event that the merger agreement is terminated:

Regulatory Approvals Required for the Merger (page 70)

The FRB must approve the merger under the provisions of the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”), relating to the acquisition of a bank holding company by another bank holding company, and the applicable waiting period must expire before it can be completed. In addition, the PDB must approve the merger under the Pennsylvania Banking Code of 1965 (the “Banking Code”). The applications for approval of the merger were filed with the FDIC on November 10, 2014, with the PDB on November 11, 2014 and with the FRB on November 13, 2014.

For further discussion of the regulatory requirements in connection with the merger, see “The Merger—Regulatory Approvals Required for the Merger” beginning on page 70.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF MID PENN (UNAUDITED)

The following table provides historical consolidated summary financial data for Mid Penn. The data for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 are derived from Mid Penn’s audited financial statements for the periods then ended. The results of operations for the six months ended June 30, 2014 and 2013 are not necessarily indicative of the results of operations for the full year or any other interim period. Mid Penn’s management prepared the unaudited information on the same basis as it prepared Mid Penn’s audited consolidated financial statements. In the opinion of Mid Penn’s management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF PHOENIX (UNAUDITED)

The following table provides historical consolidated summary financial data for Phoenix. The data for the years ended December 31, 2013 and 2012 are derived from Phoenix’s audited financial statements for the periods then ended. The results of operations for the six months ended June 30, 2014 and 2013 are not necessarily indicative of the results of operations for the full year or any other interim period. Phoenix’s management prepared the unaudited information on the same basis as it prepared Phoenix’s audited consolidated financial statements. In the opinion of Phoenix’s management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates.

PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)

The following unaudited pro forma combined consolidated financial information assumes that 80% of the outstanding shares of Phoenix common stock will be exchanged for Mid Penn common stock at an exchange ratio of 3.167 shares of Mid Penn common stock for each share of Phoenix common stock and that the remaining 20% of the outstanding shares of common stock will be exchanged for cash consideration of $51.60 for each share of Phoenix common stock. Utilizing the exchange ratio of 3.167 and assuming that 80% of the outstanding shares of Phoenix common stock are exchanged for Mid Penn common stock, it is anticipated that Phoenix common shareholders will own approximately 17% of the voting stock of the combined company after the merger.

The unaudited pro forma combined consolidated financial information is based upon the assumption that the total number of shares of Phoenix common stock immediately prior to the completion of the merger will be 285,726 and utilizes the exchange ratio of 3.167 for 80% of Phoenix’s outstanding shares and cash of $51.60 for the remaining 20% of Phoenix’s shares, which will result in 723,915 shares of Mid Penn common stock being issued in the transaction.

The following unaudited pro forma combined consolidated financial statements as of and for the periods ended June 30, 2014 and December 31, 2013 combine the historical consolidated financial statements of Mid Penn and Phoenix. The unaudited pro forma combined consolidated financial statements give effect to the proposed merger as if the merger occurred on June 30, 2014 with respect to the consolidated balance sheet, and at the beginning of the applicable period, for the six months ended June 30, 2014 and for the year ended December 31, 2013, with respect to the consolidated income statement.

The notes to the unaudited pro forma combined consolidated financial statements describe the pro forma amounts and adjustments presented below. The pro forma information includes adjustments related to the estimated fair value of assets and liabilities and is subject to adjustment as additional information becomes available and as additional analysis is performed. The pro forma information does not include anticipated cost savings or revenue enhancements. THIS PRO FORMA DATA IS NOT NECESSARILY INDICATIVE OF THE OPERATING RESULTS THAT MID PENN WOULD HAVE ACHIEVED HAD IT COMPLETED THE MERGER AS OF THE BEGINNING OF THE PERIOD PRESENTED AND SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE OPERATIONS.

The unaudited pro forma combined consolidated financial information presented below is based on, and should be read together with, the historical financial information that Mid Penn and Phoenix have included in or incorporated by reference in this joint proxy statement/prospectus as of and for the indicated periods.

Pro Forma Combined Consolidated Balance Sheets as of June 30, 2014

Unaudited (In thousands, except share and per share data)

Pro Forma Consolidated Statements of Income

For the Year Ended December 31, 2013

Unaudited (In thousands, except share and per share data)