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STLE • CIK 0000779227
On September 24, 2024, as amended on December 4, 2024, Mifflinburg Bancorp, Inc. (“Mifflinburg”) and Northumberland Bancorp (“NUBC”) jointly announced the signing of a definitive merger agreement to combine the two companies in a strategic merger of equals. Effective August 1, 2025, the merger was completed. Under the terms of the Merger Agreement, (i) Northumberland merged with and into Mifflinburg, with Mifflinburg being the surviving entity, and (ii) The Northumberland National Bank merged with and into Mifflinburg’s wholly-owned banking subsidiary, Mifflinburg Bank & Trust Company (“Mifflinburg Bank”), with Mifflinburg Bank being the surviving bank (the “Mergers”). In connection with the Mergers, Mifflinburg changed its name to Steele Bancorp, Inc. (“Steele” or the "Company") and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn” or the "Bank") (collectively, the “Company”). In connection with the completion of the merger, former NUBC shareholders received 1.185 shares of the Company's common stock for each share of NUBC common stock. The value of the total transaction consideration was approximately $40.45 million. The consideration included the issuance of 1,546,725 shares of the Company's common stock, which had a value of $26.00 per share, which was the closing price of the Company's common stock on July 31, 2025, the last trading day prior to the consummation of the transaction. Also included in the total consideration were cash in lieu of any fractional shares and the cash paid for dissenter's rights effectively settled upon closing. The Company is a bank holding company, and Pennsylvania business corporation, headquartered in Mifflinburg, Pennsylvania. The Company has one wholly-owned bank subsidiary which is the Bank. A substantial part of the Company’s business consists of the management and supervision of the Bank. The Company’s principal source of income is dividends paid by the Bank. At December 31, 2025, the Company had approximately: • $1.26 billion in total assets; • $918.17 million in gross loans; • $1.11 billion in deposits; and • $118.40 million in stockholders’ equity. The Bank is a state-chartered commercial bank, whose deposits are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”). The Bank is a full-service commercial bank providing a range of services and products, including time and demand deposit accounts, consumer, commercial, and residential real estate loans. The Bank also operates a full-service trust department and offers brokerage services through a third-party networking arrangement. At December 31, 2025, the Bank had thirteen branch banking offices which are located in the Pennsylvania counties of Union, Snyder, Northumberland, and Centre. The Company considers its branch banking offices to be a single reportable segment, because these branches have similar economic characteristics, products and services, operating processes, delivery systems, customer bases, and regulatory oversight. As of December 31, 2025, the Company had 177 employees. The Company and the Bank are not parties to any collective bargaining agreement and employee relations are considered to be good. The Bank The Bank’s legal headquarters are located at 250 East Chestnut Street Mifflinburg, Union County, Pennsylvania 17844. The Bank is a locally managed community bank that seeks to deliver exceptional personal banking service with the strength and resources of a unified community bank. The Bank serves the needs of individuals, families, nonprofits, and business clients. The Bank is dedicated to local decision-making, innovative banking solutions, and true community partnership. The Bank is committed to helping customers achieve their financial goals with trusted service, modern convenience, and unwavering local focus. 1 Table of Contents Regulation and Supervision The Company and the Bank operate in a highly regulated industry and are subject to a variety of statutes, regulations, and policies, as well as ongoing regulatory supervision and review. Significant federal statutes that apply to the Company and the Bank include the Gramm Leach Bliley Act (“GLB Act”), the Bank Holding Company Act (“BHCA”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the USA Patriot Act, the Federal Reserve Act and the Federal Deposit Insurance Act.…