8-K: Mid Penn Bancorp Switches Auditors to Deloitte

Mid Penn Bancorp, Inc. announced the dismissal of RSM US LLP as its independent auditor and the engagement of Deloitte & Touche LLP, effective for the 2026 fiscal year.

Summary

• Mid Penn Bancorp, Inc. (the Company) dismissed RSM US LLP (RSM) as its independent registered public accounting firm on December 23, 2025.
• RSM's dismissal is effective upon the completion of the audit for the fiscal year ending December 31, 2025.
• The Company engaged Deloitte & Touche LLP (Deloitte) as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, and related interim periods, subject to customary client acceptance procedures.
• Both the dismissal of RSM and the engagement of Deloitte were approved by the Audit Committee of the Board of Directors.
• RSM's audit reports for the fiscal years ended December 31, 2024, and December 31, 2023, contained no adverse opinion or disclaimer of opinion and were not qualified or modified.
• There were no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
• A material weakness in the Company's internal control over financial reporting was disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, but this weakness was subsequently remediated.
• Neither the Company nor anyone on its behalf consulted with Deloitte regarding accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 7

Explanation: The change in auditors is a routine corporate governance event, and the filing indicates a smooth transition without any reported disagreements or significant issues with the outgoing auditor. The remediation of a prior material weakness is a positive sign for internal controls, contributing to a generally neutral to slightly positive sentiment.

Positives

• The change in auditors was approved by the Audit Committee, indicating proper corporate governance.
• RSM's previous audit reports contained no adverse opinions or disclaimers, suggesting no major issues with past financial statements.
• The previously identified material weakness in internal control over financial reporting was remediated, indicating improved internal processes.
• No disagreements with RSM on accounting principles or audit scope were reported, suggesting a smooth transition rather than a contentious one.

Negatives

• A material weakness in internal control over financial reporting was previously identified, although it has since been remediated, which could indicate past control deficiencies.

Risks

• Potential for minor disruption during the transition period between auditing firms, although the effective dates are staggered to mitigate this.
• Deloitte's engagement is subject to its customary client acceptance procedures, which is a standard but necessary step.

Future Outlook

The Company anticipates a smooth transition to Deloitte & Touche LLP for its fiscal year 2026 audit, following the completion of RSM US LLP's audit for the fiscal year ending December 31, 2025.

Management Comments

• The dismissal of RSM was approved by the Audit Committee of the Board of Directors of the Company.
• The engagement of Deloitte was approved by the Audit Committee of the Board of Directors of the Company.

Industry Context

Changes in independent auditors are a common occurrence in the financial industry, often driven by competitive bidding processes, evolving audit needs, or a desire for fresh perspectives on internal controls and financial reporting. The transition from one reputable firm to another, such as Deloitte, is a standard practice for publicly traded companies seeking to optimize their audit services and maintain robust governance.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides assurance of continued independent oversight of financial statements by a reputable firm, maintaining confidence in financial reporting.
• Management: Requires coordination for a smooth transition of audit processes and documentation, ensuring continuity of financial reporting compliance.

Next Steps

• RSM US LLP will complete the audit for the fiscal year ending December 31, 2025.
• Deloitte & Touche LLP will complete its customary client acceptance procedures.
• Deloitte & Touche LLP will serve as the independent auditor for the fiscal year ending December 31, 2026, and related interim periods.

Key Dates

Recommendation

The change in auditors is a standard corporate governance action, not indicative of fundamental operational or financial shifts. The absence of disagreements with the outgoing auditor and the remediation of a prior material weakness suggest a stable financial reporting environment. This event alone does not warrant a change in investment thesis, thus a 'hold' recommendation is appropriate for existing investors, while new investors should evaluate based on broader company fundamentals.

Keywords

Mid Penn Bancorp, MPB, Auditor Change, RSM US LLP, Deloitte & Touche LLP, SEC Filing, 8-K, Independent Auditor, Financial Reporting, Corporate Governance, Audit Committee