M&A - MIFFLINBURG BANCORP INC

Form Type: 425

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000143774925008374

Filing Summary: Mifflinburg Bancorp, Inc. has announced a strategic merger agreement with Northumberland Bancorp, representing a significant milestone for the company. Upon completion, the company will be rebranded as Steele Bancorp, Inc., with banking operations under Central Penn Bank & Trust. The combined entity will have approximately $1.3 billion in total assets and $1.1 billion in deposits. This merger aims to enhance financial service offerings, allowing for expanded lending and deposit options while fostering relationships in new markets. Financial performance remains strong, with net income for 2024 projected at $4.48 million, an increase of 7.9% from the previous year. The merger will involve the issuance of common stock to Northumberland's shareholders, as detailed in a filed registration statement on Form S-4 with the SEC.

Form Type: CORRESP

Filing Date: 2025-02-18

Corporate Action: Merger

Type: Update

Accession Number: 000143774925004151

Filing Summary: Mifflinburg Bancorp, Inc. submitted a response letter to the SEC regarding comments on their Amendment No. 1 to Registration Statement on Form S-4, initially filed on January 10, 2025. The letter addresses specific comments from the SEC's staff dated February 11, 2025, concerning the merger-related expenses amounting to $14.5 million, and clarifies their reconciliation with previously disclosed expenses and pro forma financial statements. Additionally, Mifflinburg has added a Recent Developments section in the Registration Statement to discuss the fourth quarter results for Northumberland, noting that there are no expected material changes in their operations since September 30, 2024. Concurrently, Mifflinburg is filing Amendment No. 2 to the Registration Statement to implement changes based on the SEC staff's feedback.

Form Type: CORRESP

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000143774925003218

Filing Summary: Mifflinburg Bancorp, Inc. submitted a correspondence letter in response to comments from the SEC regarding their registration statement on Form S-4 filed on January 10, 2025. Amendments were made to include revised disclosures based on SEC staff comments, including clarifications regarding voting requirements, the inclusion of a pre-merger and post-merger organizational chart, quantifying merger-related costs, and detailing rights associated with Mifflinburg common stock. The letter also outlined changes made in response to questions about employee classifications, the managing conversations between Northumberland management and other institutions, expected operating efficiencies, and material tax consequences related to the merger. Additional requests to correct links in submitted documents were addressed as well.