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Common Stock

3 Months Ended

Mar. 31, 2021

Common Stock Number Of Shares Par Value And Other Disclosures [Abstract]

(12)	Common Stock

Treasury Stock Repurchase Program

During 2020, Mid Penn adopted a treasury stock repurchase program authorizing the repurchase of up to $15,000,000 of Mid Penn’s outstanding common stock, which represents approximately 6.6% of the issued shares based on Mid Penn’s closing stock price and shares issued as of March 31, 2021. Under the treasury stock purchase program, Mid Penn may conduct 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 repurchase plan became effective March 19, 2020 and remains available as the buyback program was extended through March 19, 2022 by Mid Penn’s Board of Directors on April 28, 2021. Please see Note 15 – Subsequent Events, for more information.

The repurchase plan may be modified, suspended or terminated at any time, in 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 repurchase program does not obligate Mid Penn to repurchase any shares.

As of March 31, 2021, Mid Penn had repurchased 98,452 shares of common stock at an average price of $19.53 per share under the treasury stock repurchase program. As of December 31, 2020, Mid Penn had repurchased 92,652 shares of common stock at an average price of $19.37 per share under the treasury stock repurchase program. No shares of common stock were repurchased during the three months ended March 31, 2020.

Underwritten Public Offering

On April 29, 2021, Mid Penn issued a press release on a Form 8-K announcing the commencement of an underwritten public offering of $65,000,000 of the Corporation’s common stock (the “Offering”) through Piper Sandler & Co., as representative of the underwriters (the “Underwriters”). Mid Penn also granted the Underwriters a 30-day option to purchase up to an additional 15 percent of the offered amount of common stock, equal to 390,000 shares, from the Corporation. On May 4, 2021, Mid Penn announced on a Form 8-K that it had completed its underwritten public offering of 2,990,000 shares of common stock at a price of $25.00 per share, before underwriting discounts, including 390,000 additional shares of common stock upon the exercise in full by the underwriters of their option to purchase additional shares. Please see Note 15 – Subsequent Events, for more information.

Dividend Reinvestment Plan

Under Mid Penn’s amended and restated dividend reinvestment plan (“DRIP”), 330,750 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance. The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.

Restricted Stock Plan

Under Mid Penn’s 2014 Restricted Stock Plan, which was amended in 2020, Mid Penn may grant awards not exceeding, in the aggregate, 200,000 shares of common stock. The Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to align the interest of plan participants with those of Mid Penn’s shareholders. The plan provides those persons who have a responsibility for its growth with additional incentives by allowing them to acquire an ownership interest in Mid Penn and thereby encouraging them to contribute to the success of the company.

As of March 31, 2021, a total of 85,914 restricted shares were granted under the Plan, of which 2,446 shares were forfeited and available for reissuance, 42,041 shares were vested, and the remaining 41,427 shares were unvested. No shares were forfeited during the three months ended March 31, 2021, while one hundred shares were forfeited due to a voluntary termination of an employee during the same period in 2020. The Plan shares granted and vested resulted in $132,000 in share-based compensation expense for the three months ended March 31, 2021, while $96,000 of share-based compensation expense was recorded for the three months ended March 31, 2020.

Share-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 Statements of Income. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally between one 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 Statements of Income.