Kenneth J. Stephon - 30 Apr 2025 Form 4 Insider Report for William Penn Bancorporation (WMPN)

Footnote F1

Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024, by and between William Penn Bancorporation (William Penn) and Mid Penn Bancorp, Inc. (Mid Penn), pursuant to which William Penn will merge with and into Mid Penn with Mid Penn as the surviving corporation (the Merger). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of William Penn common stock then issued and outstanding was converted into the right to receive 0.426 shares of Mid Penn common stock, with cash paid in lieu of any fractional shares. On April 30, 2025, the closing price of William Penn's common stock was $12.32 per share and the closing price of Mid Penn's common stock was $29.05 per share.

Footnote F2

Pursuant to the terms of the Merger Agreement each restricted stock award of William Penn (William Penn RSA) outstanding prior to the effective time of the Merger was assumed by Mid Penn and was converted into a time-based restricted stock award of Mid Penn (Mid Penn RSA) with the number of shares underlying such Mid Penn RSA adjusted based on the Exchange Ratio rounded down to the nearest whole number of shares. Each assumed Mid Penn RSA continues to be subject to the same terms and conditions as applied to the William Penn RSA immediately prior to the effective time of the Merger.

Footnote F3

Stock Awards granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 17, 2023.

Footnote F4

Pursuant to the terms of the Merger Agreement, each William Penn stock option outstanding and unexercised immediately prior to the effective time of the Merger, was assumed and converted automatically into a Mid Penn stock option to purchase the number of shares of Mid Penn common stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of William Penn common stock subject to such William Penn option immediately prior to the effective time of the Merger, multiplied by (B) the Exchange Ratio, which Mid Penn option shall have an exercise price equal to the quotient (rounded up to the nearest cent) obtained by dividing (1) the exercise price of such William Penn option immediately prior to the effective time of the Merger, by (2) the Exchange Ratio. Each assumed Mid Penn option continues to be subject to the same terms as applied to the William Penn option immediately prior to the effective time of the Merger.

Footnote F5

Stock Options granted pursuant to the William Penn Bancorporation 2022 Equity Incentive Plan, vested in five equal annual installments commencing on May 17, 2023.