PRK 8-K
Park National Corp /Oh/ (PRK)
8-K
2025-07-28
For: 2025-07-25
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 2.02 - Results of Operations and Financial Condition
On July 28, 2025, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three and six months ended June 30, 2025. A copy of the Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Non-U.S. GAAP Financial Measures
Item 7.01 of this Current Report on Form 8-K as well as the Financial Results News Release contain non-U.S. GAAP (generally accepted accounting principles in the United States or "U.S. GAAP") financial measures where management believes them to be helpful in understanding Park’s results of operations or financial position. Where non-U.S. GAAP financial measures are used, the comparable U.S. GAAP financial measures, as well as the reconciliation from the comparable U.S. GAAP financial measures, can be found in the Financial Results News Release.
Items Impacting Comparability of Period Results
From time to time, revenue, expenses and/or taxes are impacted by items judged by management of Park to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their impact is believed by management of Park at that time to be infrequent or short-term in nature. Most often, these items impacting comparability of period results are due to merger and acquisition activities and revenue and expenses related to former Vision Bank loan relationships. In other cases, they may result from management's decisions associated with significant corporate actions outside of the ordinary course of business.
Even though certain revenue and expense items are naturally subject to more volatility than others due to changes in market and economic environment conditions, as a general rule, volatility alone does not result in the inclusion of an item as one impacting comparability of period results. For example, changes in the provision for credit losses (aside from those related to former Vision Bank loan relationships), gains (losses) on equity securities, net, and asset valuation adjustments, reflect ordinary banking activities and are, therefore, typically excluded from consideration as items impacting comparability of period results.
Management believes the disclosure of items impacting comparability of period results provides a better understanding of Park's performance and trends and allows management to ascertain which of such items, if any, to include or exclude from an analysis of Park's performance; i.e., within the context of determining how that performance differed from expectations, as well as how, if at all, to adjust estimates of future performance taking such items into account.
Items impacting comparability of the results of particular periods are not intended to be a complete list of items that may materially impact current or future period performance.
Non-U.S. GAAP Financial Measures
Park's management uses certain non-U.S. GAAP financial measures to evaluate Park's performance. Specifically, management reviews the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income.
Management has included in the Financial Results News Release information relating to the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income for the three months ended and at June 30, 2025, March 31, 2025, and June 30, 2024 and for the six months ended June 30, 2025 and June 30, 2024. For the purpose of calculating the annualized return on average tangible equity, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the annualized return on average tangible assets, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the tangible equity to tangible assets ratio, a non-U.S. GAAP financial measure, tangible equity is divided by tangible assets. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at period end. Tangible assets equal total assets less goodwill and other intangible assets, in each case at period end. For the purpose of calculating tangible book value per common share, a non-U.S. GAAP financial measure, tangible equity is divided by the number of common shares outstanding, in each case at period end. For the purpose of calculating pre-tax, pre-provision net income, a non-U.S. GAAP financial measure, income taxes and the provision for credit losses are added back to net income, in each case during the applicable period.
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Management believes that the disclosure of the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with U.S. GAAP, assists in analyzing Park's operating performance, ensures comparability of operating performance from period to period, and facilitates comparisons with the performance of Park's peer financial holding companies and bank holding companies, while eliminating certain non-operational effects of acquisitions. In the Financial Results News Release, Park has provided a reconciliation of average tangible equity from average shareholders' equity, average tangible assets from average assets, tangible equity from total shareholders' equity, tangible assets from total assets, and pre-tax, pre-provision net income from net income solely for the purpose of complying with SEC Regulation G and not as an indication that the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income are substitutes for the annualized return on average equity, the annualized return on average assets, the total shareholders' equity to total assets ratio, book value per common share and net income, respectively, as determined in accordance with U.S. GAAP.
FTE (fully taxable equivalent) Financial Measures
Interest income, yields, and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a corporate federal statutory tax rate of 21 percent. In the Financial Results News Release, Park has provided a reconciliation of FTE interest income solely for the purpose of complying with SEC Regulation G and not as an indication that FTE interest income, yields and ratios are substitutes for interest income, yields and ratios, as determined in accordance with U.S. GAAP.
Item 5.05 - Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On July 25, 2025, the Board of Directors (the “Park Board”) of Park approved certain amendments to Park’s Code of Business Conduct and Ethics (the “Code”). The Code sets forth Park’s ethical business and personal conduct expectations for all officers, directors, employees, and agents of Park and its subsidiaries. The amendments to the Code were approved and adopted by the Park Board as part of its ordinary course recurrent review of Park’s codes and policies.
The amended Code is effective July 25, 2025, and does not result in any waiver with respect to any officer, director, employee or agent of Park from any provision of the Code as in effect prior to Park Board’s action to amend the Code.
The Code was amended to, among other things, improve its readability, remove unnecessary duplication, and align its format to those of our other governance documents.
The description of the amendments to the Code contained in this Current Report on Form 8-K is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Code, as amended, which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 7.01 - Regulation FD Disclosure
Financial Results
Net income for the three months ended June 30, 2025 of $48.1 million represented a $8.8 million, or 22.2%, increase compared to $39.4 million for the three months ended June 30, 2024. Pre-tax, pre-provision net income for the three months ended June 30, 2025 of $62.2 million represented a $10.8 million, or 20.9%, increase compared to $51.4 million for the three months ended June 30, 2024.
Net income for the six months ended June 30, 2025 of $90.3 million represented a $15.7 million, or 21.1%, increase compared to $74.6 million for the six months ended June 30, 2024. Pre-tax, pre-provision net income for the six months ended June 30, 2025 of $114.2 million represented a $18.1 million, or 18.9%, increase compared to $96.0 million for the six months ended June 30, 2024.
Net income for each of the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 and for the six months ended June 30, 2025 and June 30, 2024, included several items of income and expense that impacted comparability of period results. These items are detailed in the "Financial Reconciliations" section within the Financial Results News Release.
The following discussion provides additional information regarding Park.
Overview
The following table reflects Park's net income for the first and second quarters of 2025, for the first half of 2025 and 2024 (the six months ended June 30), and for the year ended December 31, 2024.
| (In thousands) | Q2 2025 | Q1 2025 | Six months YTD 2025 | Six months YTD 2024 | 2024 | ||||||||||||
| Net interest income | $ | 108,991 | $ | 104,377 | $ | 213,368 | $ | 193,460 | $ | 398,019 | |||||||
| Provision for credit losses | 2,853 | 756 | 3,609 | 5,293 | 14,543 | ||||||||||||
| Other income | 32,186 | 25,746 | 57,932 | 54,994 | 122,588 | ||||||||||||
| Other expense | 78,977 | 78,164 | 157,141 | 152,417 | 321,339 | ||||||||||||
| Income before income taxes | $ | 59,347 | $ | 51,203 | $ | 110,550 | $ | 90,744 | $ | 184,725 | |||||||
| Income tax expense | 11,228 | 9,046 | 20,274 | 16,171 | 33,305 | ||||||||||||
| Net income | $ | 48,119 | $ | 42,157 | $ | 90,276 | $ | 74,573 | $ | 151,420 | |||||||
Net interest income of $213.4 million for the six months ended June 30, 2025 represented a $19.9 million, or 10.3%, increase compared to $193.5 million for the six months ended June 30, 2024. The increase was a result of a $13.1 million increase in interest income and a $6.8 million decrease in interest expense.
The $13.1 million increase in interest income was due to a $19.6 million increase in interest income on loans, partially offset by a $6.5 million decrease in investment income. The $19.6 million increase in interest income on loans was primarily the result of a $343.1 million (or 4.55%) increase in average loans, from $7.53 billion for the six months ended June 30, 2024 to $7.88 billion for the six months ended June 30, 2025, as well as an increase in the yield on loans, which increased 26 basis points to 6.32% for the six months ended June 30, 2025, compared to 6.06% for the six months ended June 30, 2024. The $6.5 million decrease in investment income was primarily the result of a $144.3 million (or 9.64%) decrease in average investments, including money market investments, from $1.50 billion for the six months ended June 30, 2024 to $1.35 billion for the six months ended June 30, 2025. The decrease in investment income was also due to a decrease in the yield on investments, including money market investments, which decreased 54 basis points to 3.46% for the six months ended June 30, 2025, compared to 4.00% for the six months ended June 30, 2024.
The $6.8 million decrease in interest expense was due to a $5.0 million decrease in interest expense on deposits, as well as a $1.8 million decrease in interest expense on borrowings. The decrease in interest expense on deposits was the result of a decrease in the cost of deposits of 22 basis points, from 1.97% for the six months ended June 30, 2024 to 1.75% for the six months ended June 30, 2025. This decrease was partially offset by a $146.0 million (or 2.59%) increase in average on-balance sheet interest bearing deposits from $5.64 billion for the six months ended June 30, 2024, to $5.78 billion for the six months ended June 30, 2025. The increase in on-balance sheet interest bearing deposits was due to increases in savings accounts and time deposits, which were partially offset by decreases in transaction accounts and brokered and bid CD deposits. The decrease
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in interest expense on borrowings was the result of a decrease in the cost of borrowings of 24 basis points, from 4.17% for the six months ended June 30, 2024 to 3.93% for the six months ended June 30, 2025 as well as a $68.2 million (or 20.21%) decrease in average borrowings from $337.3 million for the six months ended June 30, 2024, to $269.2 million for the six months ended June 30, 2025.
The provision for credit losses of $3.6 million for the six months ended June 30, 2025 represented a decrease of $1.7 million, compared to $5.3 million for the six months ended June 30, 2024. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional details regarding the level of the provision for credit losses recognized in each period presented.
The table below reflects Park's total other income for the six months ended June 30, 2025 and 2024.
| (Dollars in thousands) | 2025 | 2024 | $ change | % change | ||||||||||
| Other income: | ||||||||||||||
| Income from fiduciary activities | $ | 22,616 | $ | 20,752 | $ | 1,864 | 9.0 | % | ||||||
| Service charges on deposit accounts | 4,921 | 4,320 | 601 | 13.9 | % | |||||||||
| Other service income | 6,667 | 5,430 | 1,237 | 22.8 | % | |||||||||
| Debit card fee income | 12,696 | 12,823 | (127) | (1.0) | % | |||||||||
| Bank owned life insurance income | 3,274 | 4,194 | (920) | (21.9) | % | |||||||||
| ATM fees | 702 | 954 | (252) | (26.4) | % | |||||||||
| (Loss) gain on the sale of OREO, net | (202) | 114 | (316) | (277.2) | % | |||||||||
| Loss on sale of debt securities, net | — | (398) | 398 | N.M. | ||||||||||
| Gain (loss) on equity securities, net | 1,618 | (329) | 1,947 | (591.8) | % | |||||||||
| Other components of net periodic benefit income | 4,688 | 4,408 | 280 | 6.4 | % | |||||||||
| Miscellaneous | 952 | 2,726 | (1,774) | (65.1) | % | |||||||||
| Total other income | $ | 57,932 | $ | 54,994 | $ | 2,938 | 5.3 | % | ||||||
Other income of $57.9 million for the six months ended June 30, 2025 represented an increase of $2.9 million, or 5.3%, compared to $55.0 million for the six months ended June 30, 2024. The $1.9 million increase in income from fiduciary activities was largely due to an increase in the market value of assets under management. The $601,000 increase in service charges on deposits was largely due to an increase in maintenance fees on deposits. The $1.2 million increase in other service income was mainly due to an increase in mortgage related other service income. The $920,000 decrease in bank owned life insurance income was primarily related to a decrease in death benefits received during the six months ended June 30, 2025. The change in loss on sale of debt securities, net was due to net losses on the sale of debt securities of $398,000 recorded during the six months ended June 30, 2024 compared to no net losses on sale of debt securities during the six months ended June 30, 2025. The change in gain (loss) on equity securities, net was mostly due to increases in net gains in equity securities carried at fair value as well as a decrease in the net loss on capital investments during the six months ended June 30, 2025 compared to the same period of 2024. The decrease in miscellaneous income was largely due to an increase in net loss on sale and disposal of assets, largely due to the impact of strategic initiatives.
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The table below reflects Park's total other expense for the six months ended June 30, 2025 and 2024.
| (Dollars in thousands) | 2025 | 2024 | $ change | % change | ||||||||||
| Other expense: | ||||||||||||||
| Salaries | $ | 74,776 | $ | 71,687 | $ | 3,089 | 4.3 | % | ||||||
| Employee benefits | 19,624 | 21,433 | (1,809) | (8.4) | % | |||||||||
| Occupancy expense | 6,788 | 6,156 | 632 | 10.3 | % | |||||||||
| Furniture and equipment expense | 4,535 | 5,037 | (502) | (10.0) | % | |||||||||
| Data processing fees | 21,550 | 18,350 | 3,200 | 17.4 | % | |||||||||
| Professional fees and services | 14,702 | 12,839 | 1,863 | 14.5 | % | |||||||||
| Marketing | 2,823 | 2,905 | (82) | (2.8) | % | |||||||||
| Insurance | 3,353 | 3,495 | (142) | (4.1) | % | |||||||||
| Communication | 2,143 | 2,038 | 105 | 5.2 | % | |||||||||
| State tax expense | 2,536 | 2,239 | 297 | 13.3 | % | |||||||||
| Amortization of intangible assets | 547 | 640 | (93) | (14.5) | % | |||||||||
| Miscellaneous | 3,764 | 5,598 | (1,834) | (32.8) | % | |||||||||
| Total other expense | $ | 157,141 | $ | 152,417 | $ | 4,724 | 3.1 | % | ||||||
Total other expense of $157.1 million for the six months ended June 30, 2025 represented an increase of $4.7 million compared to $152.4 million for the six months ended June 30, 2024. The increase in salaries expense was primarily related to increases in base salary expense, incentive compensation expense, and share-based compensation expense. The decrease in employee benefit expense was primarily due to a decrease in group insurance expense and retirement related expense, partially offset by an increase in payroll tax related expense. The increase in occupancy expense was related to increases in rental of lease space expense and utilities expense. The decrease in furniture and equipment expense was primarily due to decreases in depreciation expense. The increase in data processing fees was mainly related to an increase in software related expenses, partially offset by a decrease in ATM and debit card processing expense. The increase in professional fees and services expense was primarily due to increases in legal expenses, consulting expenses and trust system provider expense. The decrease in miscellaneous expense is primarily due to a decrease in expense for the allowance for unfunded credit losses and other non-loan related losses.
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The table below provides certain balance sheet information and financial ratios for Park as of or for the six months ended June 30, 2025 and 2024 and the year ended December 31, 2024.
| (Dollars in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | % change from 12/31/24 | % change from 6/30/24 | |||||||||||||||
| Loans | 7,963,221 | 7,817,128 | 7,664,377 | 1.87 | % | 3.90 | % | |||||||||||||
| Allowance for credit losses | 89,785 | 87,966 | 86,575 | 2.07 | % | 3.71 | % | |||||||||||||
| Net loans | 7,873,436 | 7,729,162 | 7,577,802 | 1.87 | % | 3.90 | % | |||||||||||||
| Investment securities | 1,062,526 | 1,100,861 | 1,264,858 | (3.48) | % | (16.00) | % | |||||||||||||
| Total assets | 9,949,578 | 9,805,350 | 9,919,783 | 1.47 | % | 0.30 | % | |||||||||||||
| Total deposits | 8,237,766 | 8,143,526 | 8,312,505 | 1.16 | % | (0.90) | % | |||||||||||||
Average assets (1) | 10,062,125 | 9,901,264 | 9,837,352 | 1.62 | % | 2.28 | % | |||||||||||||
Efficiency ratio (2) | 57.65 | % | 61.44 | % | 61.05 | % | (6.17) | % | (5.57) | % | ||||||||||
Return on average assets (3) | 1.81 | % | 1.53 | % | 1.52 | % | 18.30 | % | 19.08 | % | ||||||||||
(1) Average assets for the six months ended June 30, 2025 and 2024 and for the year ended December 31, 2024.
(2) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate. The taxable equivalent adjustments were $1.3 million, $1.2 million and $2.4 million for the six months ended June 30, 2025 and 2024 and the year ended December 31, 2024, respectively.
(3) Annualized for the six months ended June 30, 2025 and 2024.
Loans
Loans outstanding at June 30, 2025 were $7.96 billion, compared to (i) $7.82 billion at December 31, 2024, an increase of $146.1 million, and (ii) $7.66 billion at June 30, 2024, an increase of $298.8 million. The table below breaks out the change in loans outstanding, by loan type.
| (Dollars in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | $ change from 12/31/24 | % change from 12/31/24 | $ change from 06/30/24 | % change from 06/30/24 | ||||||||||||||||||||||
| Home equity | $ | 219,450 | $ | 203,927 | $ | 185,635 | $ | 15,523 | 7.6 | % | $ | 33,815 | 18.2 | % | |||||||||||||||
| Installment | 1,889,962 | 1,927,168 | 1,943,108 | (37,206) | (1.9) | % | (53,146) | (2.7) | % | ||||||||||||||||||||
| Real estate | 1,495,477 | 1,452,833 | 1,394,468 | 42,644 | 2.9 | % | 101,009 | 7.2 | % | ||||||||||||||||||||
| Commercial | 4,355,638 | 4,230,399 | 4,135,595 | 125,239 | 3.0 | % | 220,043 | 5.3 | % | ||||||||||||||||||||
| Other | 2,694 | 2,801 | 5,571 | (107) | (3.8) | % | (2,877) | (51.6) | % | ||||||||||||||||||||
Total loans | $ | 7,963,221 | $ | 7,817,128 | $ | 7,664,377 | $ | 146,093 | 1.9 | % | $ | 298,844 | 3.9 | % | |||||||||||||||
Park's allowance for credit losses was $89.8 million at June 30, 2025, compared to $88.0 million at December 31, 2024, an increase of $1.8 million, or 2.1%. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional information regarding Park's loan portfolio and the level of provision for credit losses recognized in each period presented.
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Deposits
Total deposits at June 30, 2025 were $8.24 billion, compared to (i) $8.14 billion at December 31, 2024, an increase of $94.2 million and (ii) $8.31 billion at June 30, 2024, a decrease of $74.7 million. Total deposits including off balance sheet deposits at June 30, 2025 were $8.49 billion, compared to (i) $8.26 billion at December 31, 2024, an increase of $234.1 million and (ii) $8.31 billion at June 30, 2024, an increase of $180.3 million.
| (Dollars in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | $ change from 12/31/24 | % change from 12/31/24 | $ change from 06/30/24 | % change from 06/30/24 | ||||||||||||||||||||||
| Non-interest bearing deposits | $ | 2,620,106 | $ | 2,612,708 | $ | 2,542,446 | $ | 7,398 | 0.3 | % | $ | 77,660 | 3.1 | % | |||||||||||||||
| Transaction accounts | 2,034,742 | 1,939,755 | 2,146,457 | 94,987 | 4.9 | % | (111,715) | (5.2) | % | ||||||||||||||||||||
| Savings | 2,777,634 | 2,679,280 | 2,765,196 | 98,354 | 3.7 | % | 12,438 | 0.4 | % | ||||||||||||||||||||
| Certificates of deposit | 777,284 | 735,297 | 682,207 | 41,987 | 5.7 | % | 95,077 | 13.9 | % | ||||||||||||||||||||
| Brokered and bid CD deposits | 28,000 | 176,486 | 176,199 | (148,486) | (84.1) | % | (148,199) | (84.1) | % | ||||||||||||||||||||
| Total deposits | $ | 8,237,766 | $ | 8,143,526 | $ | 8,312,505 | $ | 94,240 | 1.2 | % | $ | (74,739) | (0.9) | % | |||||||||||||||
| Off balance sheet deposits | $ | 255,086 | $ | 115,186 | $ | — | 139,900 | 121.5 | % | 255,086 | N.M. | ||||||||||||||||||
| Total deposits including off balance sheet deposits | $ | 8,492,852 | $ | 8,258,712 | $ | 8,312,505 | 234,140 | 2.8 | % | 180,347 | 2.2 | % | |||||||||||||||||
In order to manage the impact of deposit growth on its balance sheet, Park utilizes a program where certain deposit balances are transferred off balance sheet while maintaining the customer relationship. Park is able to increase or decrease the amount of deposit balances transferred off balance sheet based on its balance sheet management strategies and liquidity needs.
The table below breaks out the change in deposit balances, including off balance sheet deposits, by deposit type, for Park.
| (Dollars in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | $ change from 12/31/24 | % change from 12/31/24 | $ change from 06/30/24 | % change from 06/30/24 | ||||||||||||||||
| Retail deposits | $ | 4,024,571 | $ | 4,035,351 | $ | 3,968,739 | $ | (10,780) | (0.3) | % | $ | 55,832 | 1.4 | % | |||||||||
| Commercial deposits | 4,185,195 | 3,931,689 | 4,167,567 | 253,506 | 6.4 | % | $ | 17,628 | 0.4 | % | |||||||||||||
| Brokered and bid CD deposits | 28,000 | 176,486 | 176,199 | (148,486) | (84.1) | % | $ | (148,199) | (84.1) | % | |||||||||||||
| Total deposits | $ | 8,237,766 | $ | 8,143,526 | $ | 8,312,505 | $ | 94,240 | 1.2 | % | $ | (74,739) | (0.9) | % | |||||||||
| Off balance sheet deposits | 255,086 | 115,186 | — | $ | 139,900 | 121.5 | % | $ | 255,086 | N.M. | |||||||||||||
| Total deposits including off balance sheet deposits | $ | 8,492,852 | $ | 8,258,712 | $ | 8,312,505 | $ | 234,140 | 2.8 | % | $ | 180,347 | 2.2 | % | |||||||||
| Noninterest bearing deposits to total deposits | 31.8 | % | 32.1 | % | 30.6 | % | |||||||||||||||||
During the six months ended June 30, 2025, total deposits including off balance sheet deposits increased by $234.1 million, or 2.8%. This increase consisted of a $253.5 million increase in total commercial deposits and a $139.9 million increase in off balance sheet deposits, partially offset by a $148.5 million decrease in brokered and bid CD deposits and a $10.8 million decrease in retail deposits. The majority of off balance sheet deposits are commercial and thus impact the change in commercial deposits as the deposits are moved on or off the balance sheet.
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Included in the total commercial deposits and off balance sheet deposits shown in the previous tables are public fund deposits. These balances fluctuate based on seasonality and the cycle of collection and remittance of tax funds. Public funds are also included in Bid Ohio CDs. The following table details the change in public funds held on and off Park's balance sheet.
| (Dollars in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | $ change from 12/31/24 | % change from 12/31/24 | $ change from 06/30/24 | % change from 06/30/24 | ||||||||||||||||
| Public funds included in commercial deposits | $ | 1,579,102 | $ | 1,278,325 | $ | 1,555,846 | $ | 300,777 | 23.5 | % | $ | 23,256 | 1.5 | % | |||||||||
| Bid Ohio CDs | 28,000 | 76,497 | 134,995 | $ | (48,497) | (63.4) | % | $ | (106,995) | (79.3) | % | ||||||||||||
| Total public fund deposits | $ | 1,607,102 | $ | 1,354,822 | $ | 1,690,841 | $ | 252,280 | 18.6 | % | $ | (83,739) | (5.0) | % | |||||||||
| Cost of public fund deposits | 1.97 | % | 2.36 | % | 2.42 | % | |||||||||||||||||
| Cost of total interest bearing deposits | 1.75 | % | 1.97 | % | 1.97 | % | |||||||||||||||||
As of June 30, 2025, Park had approximately $1.5 billion of uninsured deposits, which was 17.9% of total deposits. Uninsured deposits of $1.5 billion included $420.4 million of deposits that were over $250,000, but were fully collateralized by Park's investment securities portfolio.
Credit Metrics and Provision for Credit Losses
Park reported a provision for credit losses for the six months ended June 30, 2025 of $3.6 million, compared to $5.3 million for the six months ended June 30, 2024. Net charge-offs were $1.8 million, or 0.05% annualized, of total average loans, for the six months ended June 30, 2025, compared to $2.5 million, or 0.07% annualized, of total average loans, for the six months ended June 30, 2024.
The table below provides additional information related to Park's allowance for credit losses as of June 30, 2025, December 31, 2024 and June 30, 2024.
| (Dollars in thousands) | 6/30/2025 | 12/31/2024 | 6/30/2024 | ||||||||
| Total allowance for credit losses | $ | 89,785 | $ | 87,966 | $ | 86,575 | |||||
| Allowance on accruing purchased credit deteriorated ("PCD") loans | — | — | — | ||||||||
| Specific reserves on individually evaluated loans - accrual | — | — | — | ||||||||
| Specific reserves on individually evaluated loans - nonaccrual | 774 | 1,299 | 5,311 | ||||||||
| General reserves on collectively evaluated loans | $ | 89,011 | $ | 86,667 | $ | 81,264 | |||||
| Total loans | $ | 7,963,221 | $ | 7,817,128 | $ | 7,664,377 | |||||
| Accruing PCD loans | 2,004 | 2,174 | 2,420 | ||||||||
| Individually evaluated loans - accrual | 14,019 | 15,290 | — | ||||||||
| Individually evaluated loans - nonaccrual | 46,547 | 53,149 | 54,993 | ||||||||
| Collectively evaluated loans | $ | 7,900,651 | $ | 7,746,515 | $ | 7,606,964 | |||||
| Total allowance for credit losses as a % of total loans | 1.13 | % | 1.13 | % | 1.13 | % | |||||
| General reserve as a % of collectively evaluated loans | 1.13 | % | 1.12 | % | 1.07 | % | |||||
The total allowance for credit losses of $89.8 million at June 30, 2025 represented a $1.8 million, or 2.1%, increase compared to $88.0 million at December 31, 2024. The increase was due to a $2.3 million increase in general reserves partially offset by a $525,000 decrease in specific reserves.
9
As part of its quarterly allowance process, Park evaluates certain industries which are more likely to be under economic stress in the current environment. The office sector continues to face challenges from adjustments companies have made as a result of the pandemic. Nationally, office properties in downtown and urban business districts are seeing the most stress. As of June 30, 2025, Park had $285.5 million of loans which were fully or partially secured by non-owner-occupied office space, $283.3 million of which were accruing. This portfolio is not currently exhibiting signs of stress, but Park continues to monitor this portfolio, and others, for signs of deterioration.
10
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.
Risks and uncertainties that could cause actual results to differ include, without limitation: (1) the ability to execute our business plan successfully and manage strategic initiatives; (2) the impact of current and future economic and financial market conditions, including unemployment rates, inflation, interest rates, supply-demand imbalances, and geopolitical matters; (3) factors impacting the performance of our loan portfolio, including real estate values, financial health of borrowers, and loan concentrations; (4) the effects of monetary and fiscal policies, including interest rates, money supply, and inflation; (5) changes in federal, state, or local tax laws; (6) the impact of changes in governmental policy and regulatory requirements on our operations; (7) changes in consumer spending, borrowing, and saving habits; (8) changes in the performance and creditworthiness of customers, suppliers, and counterparties; (9) increased credit risk and higher credit losses due to loan concentrations; (10) volatility in mortgage banking income due to interest rates and demand; (11) adequacy of our internal controls and risk management programs; (12) competitive pressures among financial services organizations; (13) uncertainty regarding changes in banking regulations and other regulatory requirements; (14) our ability to meet heightened supervisory requirements and expectations; (15) the impact of changes in accounting policies and practices on our financial condition; (16) the reliability and accuracy of assumptions and estimates used in applying critical accounting estimates; (17) the potential for higher future credit losses due to changes in economic assumptions; (18) the ability to anticipate and respond to technological changes and our reliance on third-party vendors; (19) operational issues related to and capital spending necessitated by the implementation of information technology systems on which we are highly dependent; (20) the ability to secure confidential information and deliver products and services through computer systems and telecommunications networks; (21) the impact of security breaches or failures in operational systems; (22) the impact of geopolitical instability and trade policies on our operations including the imposition of tariffs and retaliatory tariffs; (23) the impact of changes in credit ratings of government debt and financial stability of sovereign governments; (24) the effect of stock market price fluctuations on our asset and wealth management businesses; (25) litigation and regulatory compliance exposure; (26) availability of earnings and excess capital for dividend declarations; (27) the impact of fraud, scams, and schemes on our business; (28) the impact of natural disasters, pandemics, and other emergencies on our operations; (29) potential deterioration of the economy due to financial, political, or other shocks; (30) impact of healthcare laws and potential changes on our costs and operations; (31) the ability to grow deposits and maintain adequate deposit levels, including by mitigating the effect of unexpected deposit outflows on our financial condition; and (32) other risk factors related to the banking industry.
Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.
11
Item 8.01 - Other Events
Declaration of Cash Dividend
As reported in the Financial Results News Release, on July 28, 2025, the Park Board declared a $1.07 per common share quarterly cash dividend in respect of Park's common shares. The cash dividend is payable on September 10, 2025 to common shareholders of record as of the close of business on August 15, 2025. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the quarterly cash dividend by the Park Board is incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits.
(a)Not applicable
(b)Not applicable
(c)Not applicable
(d)Exhibits. The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description
99.1 News Release issued on July 28, 2025.
99.2 Revised Park National Corporation Code of Business Conduct and Ethics
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PARK NATIONAL CORPORATION | ||||||||
| Dated: July 28, 2025 | By: | /s/ Brady T. Burt | ||||||
| Brady T. Burt | ||||||||
| Chief Financial Officer, Secretary and Treasurer | ||||||||
13
July 28, 2025 Exhibit 99.1
Park National Corporation reports financial results
for second quarter and first half of 2025
for second quarter and first half of 2025
NEWARK, Ohio ‒ Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the second quarter and first half of 2025. Park's board of directors declared a quarterly cash dividend of $1.07 per common share, payable on September 10, 2025, to common shareholders of record as of August 15, 2025.
“Our quarterly and mid-year performance reflects our organization’s soundness and our bankers’ unwavering dedication,” said Park Chairman and CEO David Trautman. “Their commitment to serving our customers and communities with integrity and care continues to set us apart. We remain focused on navigating change, serving our customers and delivering long-term value for our shareholders."
Park’s net income for the second quarter of 2025 was $48.1 million, a 22.2 percent increase from $39.4 million for the second quarter of 2024. Second quarter of 2025 net income per diluted common share was $2.97, compared to $2.42 for the second quarter of 2024. Park's net income for the first half of 2025 was $90.3 million, a 21.1 percent increase from $74.6 million for the first half of 2024. Net income per diluted common share for the first half of 2025 was $5.56, compared to $4.60 for the first half of 2024.
Park's total loans increased 1.9 percent (3.8 percent annualized) during the first half of 2025 and increased 3.9 percent for the 12-month period ended June 30, 2025.
Park's reported period end deposits increased 1.2 percent (2.3 percent annualized) during the first half of 2025, with an increase of 2.8 percent (5.7 percent annualized), including deposits that Park moved off balance sheet as of June 30, 2025. Park's reported period end deposits decreased 0.9 percent for the 12-month period ended June 30, 2025, with an increase of 2.2 percent, including deposits that Park moved off balance sheet as of June 30, 2025. The combination of solid loan growth and steady deposits continue to contribute to Park's success in the first half of 2025.
“Through the first half of 2025, we delivered a 21 percent increase in earnings per share compared to the same period last year – driven by disciplined expense control, continued margin expansion and a clear focus on execution,” said Park President Matthew Miller. “I’ve had the privilege of seeing firsthand how our bankers show up every day; their service mindset is a key driver for our steady financial performance.”
Headquartered in Newark, Ohio, Park National Corporation has $9.9 billion in total assets (as of June 30, 2025). Park's banking operations are conducted through its subsidiary, The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company), Park Investments, Inc. and SE Property Holdings, LLC.
Complete financial tables are listed below.
Category: Earnings
Media contact: Michelle Hamilton, 740.349.6014, [email protected]
Investor contact: Brady Burt, 740.322.6844, [email protected]
Park National Corporation, 50 N. Third Street, Newark, Ohio 43055
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties, including those described in Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our filings with the SEC. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.
Risks and uncertainties that could cause actual results to differ include, without limitation: (1) the ability to execute our business plan successfully and manage strategic initiatives; (2) the impact of current and future economic and financial market conditions, including unemployment rates, inflation, interest rates, supply-demand imbalances, and geopolitical matters; (3) factors impacting the performance of our loan portfolio, including real estate values, financial health of borrowers, and loan concentrations; (4) the effects of monetary and fiscal policies, including interest rates, money supply, and inflation; (5) changes in federal, state, or local tax laws; (6) the impact of changes in governmental policy and regulatory requirements on our operations; (7) changes in consumer spending, borrowing, and saving habits; (8) changes in the performance and creditworthiness of customers, suppliers, and counterparties; (9) increased credit risk and higher credit losses due to loan concentrations; (10) volatility in mortgage banking income due to interest rates and demand; (11) adequacy of our internal controls and risk management programs; (12) competitive pressures among financial services organizations; (13) uncertainty regarding changes in banking regulations and other regulatory requirements; (14) our ability to meet heightened supervisory requirements and expectations; (15) the impact of changes in accounting policies and practices on our financial condition; (16) the reliability and accuracy of assumptions and estimates used in applying critical accounting estimates; (17) the potential for higher future credit losses due to changes in economic assumptions; (18) the ability to anticipate and respond to technological changes and our reliance on third-party vendors; (19) operational issues related to and capital spending necessitated by the implementation of information technology systems on which we are highly dependent; (20) the ability to secure confidential information and deliver products and services through computer systems and telecommunications networks; (21) the impact of security breaches or failures in operational systems; (22) the impact of geopolitical instability and trade policies on our operations including the imposition of tariffs and retaliatory tariffs; (23) the impact of changes in credit ratings of government debt and financial stability of sovereign governments; (24) the effect of stock market price fluctuations on our asset and wealth management businesses; (25) litigation and regulatory compliance exposure; (26) availability of earnings and excess capital for dividend declarations; (27) the impact of fraud, scams, and schemes on our business; (28) the impact of natural disasters, pandemics, and other emergencies on our operations; (29) potential deterioration of the economy due to financial, political, or other shocks; (30) impact of healthcare laws and potential changes on our costs and operations; (31) the ability to grow deposits and maintain adequate deposit levels, including by mitigating the effect of unexpected deposit outflows on our financial condition; and (32) other risk factors related to the banking industry.
Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||
| Financial Highlights | ||||||||||||||||||||
| As of or for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 | ||||||||||||||||||||
| 2025 | 2025 | 2024 | Percent change 2Q '25 vs. | |||||||||||||||||
| (in thousands, except common share and per common share data and ratios) | 2nd QTR | 1st QTR | 2nd QTR | 1Q '25 | 2Q '24 | |||||||||||||||
| INCOME STATEMENT: | ||||||||||||||||||||
| Net interest income | $ | 108,991 | $ | 104,377 | $ | 97,837 | 4.4 | % | 11.4 | % | ||||||||||
| Provision for credit losses | 2,853 | 756 | 3,113 | 277.4 | % | (8.4) | % | |||||||||||||
| Other income | 32,186 | 25,746 | 28,794 | 25.0 | % | 11.8 | % | |||||||||||||
| Other expense | 78,977 | 78,164 | 75,189 | 1.0 | % | 5.0 | % | |||||||||||||
| Income before income taxes | $ | 59,347 | $ | 51,203 | $ | 48,329 | 15.9 | % | 22.8 | % | ||||||||||
| Income taxes | 11,228 | 9,046 | 8,960 | 24.1 | % | 25.3 | % | |||||||||||||
| Net income | $ | 48,119 | $ | 42,157 | $ | 39,369 | 14.1 | % | 22.2 | % | ||||||||||
| MARKET DATA: | ||||||||||||||||||||
| Earnings per common share - basic (a) | $ | 2.98 | $ | 2.61 | $ | 2.44 | 14.2 | % | 22.1 | % | ||||||||||
| Earnings per common share - diluted (a) | 2.97 | 2.60 | 2.42 | 14.2 | % | 22.7 | % | |||||||||||||
| Quarterly cash dividend declared per common share | 1.07 | 1.07 | 1.06 | — | % | 0.9 | % | |||||||||||||
| Book value per common share at period end | 80.55 | 79.00 | 73.27 | 2.0 | % | 9.9 | % | |||||||||||||
| Market price per common share at period end | 167.26 | 151.40 | 142.34 | 10.5 | % | 17.5 | % | |||||||||||||
| Market capitalization at period end | 2,688,093 | 2,451,370 | 2,298,723 | 9.7 | % | 16.9 | % | |||||||||||||
| Weighted average common shares - basic (b) | 16,129,951 | 16,159,342 | 16,149,523 | (0.2) | % | (0.1) | % | |||||||||||||
| Weighted average common shares - diluted (b) | 16,215,565 | 16,238,701 | 16,239,617 | (0.1) | % | (0.1) | % | |||||||||||||
| Common shares outstanding at period end | 16,071,347 | 16,191,347 | 16,149,523 | (0.7) | % | (0.5) | % | |||||||||||||
| PERFORMANCE RATIOS: (annualized) | ||||||||||||||||||||
| Return on average assets (a)(b) | 1.92 | % | 1.70 | % | 1.61 | % | 12.9 | % | 19.3 | % | ||||||||||
| Return on average shareholders' equity (a)(b) | 14.96 | % | 13.46 | % | 13.52 | % | 11.1 | % | 10.7 | % | ||||||||||
| Yield on loans | 6.37 | % | 6.26 | % | 6.13 | % | 1.8 | % | 3.9 | % | ||||||||||
| Yield on investment securities | 3.21 | % | 3.25 | % | 3.83 | % | (1.2) | % | (16.2) | % | ||||||||||
| Yield on money market instruments | 4.34 | % | 4.46 | % | 5.33 | % | (2.7) | % | (18.6) | % | ||||||||||
| Yield on interest earning assets | 5.95 | % | 5.85 | % | 5.78 | % | 1.7 | % | 2.9 | % | ||||||||||
| Cost of interest bearing deposits | 1.73 | % | 1.76 | % | 1.99 | % | (1.7) | % | (13.1) | % | ||||||||||
| Cost of borrowings | 3.92 | % | 3.94 | % | 4.08 | % | (0.5) | % | (3.9) | % | ||||||||||
| Cost of paying interest bearing liabilities | 1.83 | % | 1.86 | % | 2.10 | % | (1.6) | % | (12.9) | % | ||||||||||
| Net interest margin (g) | 4.75 | % | 4.62 | % | 4.39 | % | 2.8 | % | 8.2 | % | ||||||||||
| Efficiency ratio (g) | 55.68 | % | 59.79 | % | 59.09 | % | (6.9) | % | (5.8) | % | ||||||||||
| OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION: | ||||||||||||||||||||
| Tangible book value per common share (d) | $ | 70.44 | $ | 68.94 | $ | 63.14 | 2.2 | % | 11.6 | % | ||||||||||
| Average interest earning assets | 9,252,016 | 9,210,385 | 9,016,905 | 0.5 | % | 2.6 | % | |||||||||||||
| Pre-tax, pre-provision net income (j) | 62,200 | 51,959 | 51,442 | 19.7 | % | 20.9 | % | |||||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||
| Financial Highlights (continued) | ||||||||||||||||||||
| As of or for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 | ||||||||||||||||||||
| Percent change 2Q '25 vs. | ||||||||||||||||||||
| (in thousands, except ratios) | June 30, 2025 | March 31, 2025 | June 30, 2024 | 1Q '25 | 2Q '24 | |||||||||||||||
| BALANCE SHEET: | ||||||||||||||||||||
| Investment securities | $ | 1,062,526 | $ | 1,042,163 | $ | 1,264,858 | 2.0 | % | (16.0) | % | ||||||||||
| Loans | 7,963,221 | 7,883,735 | 7,664,377 | 1.0 | % | 3.9 | % | |||||||||||||
| Allowance for credit losses | 89,785 | 88,130 | 86,575 | 1.9 | % | 3.7 | % | |||||||||||||
| Goodwill and other intangible assets | 162,485 | 162,758 | 163,607 | (0.2) | % | (0.7) | % | |||||||||||||
| Other real estate owned (OREO) | 638 | 119 | 1,210 | 436.1 | % | (47.3) | % | |||||||||||||
| Total assets | 9,949,578 | 9,886,612 | 9,919,783 | 0.6 | % | 0.3 | % | |||||||||||||
| Total deposits | 8,237,766 | 8,201,695 | 8,312,505 | 0.4 | % | (0.9) | % | |||||||||||||
| Borrowings | 285,582 | 270,757 | 283,874 | 5.5 | % | 0.6 | % | |||||||||||||
| Total shareholders' equity | 1,294,480 | 1,279,042 | 1,183,257 | 1.2 | % | 9.4 | % | |||||||||||||
| Tangible equity (d) | 1,131,995 | 1,116,284 | 1,019,650 | 1.4 | % | 11.0 | % | |||||||||||||
| Total nonperforming loans | 65,507 | 63,148 | 72,745 | 3.7 | % | (9.9) | % | |||||||||||||
| Total nonperforming assets | 66,145 | 63,267 | 73,955 | 4.5 | % | (10.6) | % | |||||||||||||
| ASSET QUALITY RATIOS: | ||||||||||||||||||||
| Loans as a % of period end total assets | 80.04 | % | 79.74 | % | 77.26 | % | 0.4 | % | 3.6 | % | ||||||||||
| Total nonperforming loans as a % of period end loans | 0.82 | % | 0.80 | % | 0.95 | % | 2.5 | % | (13.7) | % | ||||||||||
| Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets | 0.83 | % | 0.80 | % | 0.96 | % | 3.8 | % | (13.5) | % | ||||||||||
| Allowance for credit losses as a % of period end loans | 1.13 | % | 1.12 | % | 1.13 | % | 0.9 | % | — | % | ||||||||||
| Net loan charge-offs | $ | 1,198 | $ | 592 | $ | 1,622 | 102.4 | % | (26.1) | % | ||||||||||
| Annualized net loan charge-offs as a % of average loans (b) | 0.06 | % | 0.03 | % | 0.09 | % | 100.0 | % | (33.3) | % | ||||||||||
| CAPITAL & LIQUIDITY: | ||||||||||||||||||||
| Total shareholders' equity / Period end total assets | 13.01 | % | 12.94 | % | 11.93 | % | 0.5 | % | 9.1 | % | ||||||||||
| Tangible equity (d) / Tangible assets (f) | 11.57 | % | 11.48 | % | 10.45 | % | 0.8 | % | 10.7 | % | ||||||||||
| Average shareholders' equity / Average assets (b) | 12.80 | % | 12.64 | % | 11.94 | % | 1.3 | % | 7.2 | % | ||||||||||
| Average shareholders' equity / Average loans (b) | 16.28 | % | 16.22 | % | 15.44 | % | 0.4 | % | 5.4 | % | ||||||||||
| Average loans / Average deposits (b) | 94.37 | % | 93.56 | % | 92.53 | % | 0.9 | % | 2.0 | % | ||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||
| Financial Highlights | ||||||||||||||
| Sis months ended June 30, 2025 and June 30, 2024 | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands, except common share and per common share data and ratios) | Six months ended June 30 | Six months ended June 30 | Percent change '25 vs '24 | |||||||||||
| INCOME STATEMENT: | ||||||||||||||
| Net interest income | $ | 213,368 | $ | 193,460 | 10.3 | % | ||||||||
| Provision for credit losses | 3,609 | 5,293 | (31.8) | % | ||||||||||
| Other income | 57,932 | 54,994 | 5.3 | % | ||||||||||
| Other expense | 157,141 | 152,417 | 3.1 | % | ||||||||||
| Income before income taxes | $ | 110,550 | $ | 90,744 | 21.8 | % | ||||||||
| Income taxes | 20,274 | 16,171 | 25.4 | % | ||||||||||
| Net income | $ | 90,276 | $ | 74,573 | 21.1 | % | ||||||||
| MARKET DATA: | ||||||||||||||
| Earnings per common share - basic (a) | $ | 5.59 | $ | 4.62 | 21.0 | % | ||||||||
| Earnings per common share - diluted (a) | 5.56 | 4.60 | 20.9 | % | ||||||||||
| Quarterly cash dividend declared per common share | 2.14 | 2.12 | 0.9 | % | ||||||||||
| Weighted average common shares - basic (b) | 16,144,647 | 16,133,183 | 0.1 | % | ||||||||||
| Weighted average common shares - diluted (b) | 16,227,150 | 16,215,342 | 0.1 | % | ||||||||||
| PERFORMANCE RATIOS: (annualized) | ||||||||||||||
| Return on average assets (a)(b) | 1.81 | % | 1.52 | % | 19.1 | % | ||||||||
| Return on average shareholders' equity (a)(b) | 14.22 | % | 12.88 | % | 10.4 | % | ||||||||
| Yield on loans | 6.32 | % | 6.06 | % | 4.3 | % | ||||||||
| Yield on investment securities | 3.23 | % | 3.87 | % | (16.5) | % | ||||||||
| Yield on money market instruments | 4.40 | % | 5.42 | % | (18.8) | % | ||||||||
| Yield on interest earning assets | 5.90 | % | 5.72 | % | 3.1 | % | ||||||||
| Cost of interest bearing deposits | 1.75 | % | 1.97 | % | (11.2) | % | ||||||||
| Cost of borrowings | 3.93 | % | 4.17 | % | (5.8) | % | ||||||||
| Cost of paying interest bearing liabilities | 1.84 | % | 2.09 | % | (12.0) | % | ||||||||
| Net interest margin (g) | 4.69 | % | 4.33 | % | 8.3 | % | ||||||||
| Efficiency ratio (g) | 57.65 | % | 61.05 | % | (5.6) | % | ||||||||
| ASSET QUALITY RATIOS: | ||||||||||||||
| Net loan charge-offs | $ | 1,790 | $ | 2,463 | (27.3) | % | ||||||||
| Annualized net loan charge-offs as a % of average loans (b) | 0.05 | % | 0.07 | % | (28.6) | % | ||||||||
| CAPITAL & LIQUIDITY: | ||||||||||||||
| Average shareholders' equity / Average assets (b) | 12.72 | % | 11.84 | % | 7.4 | % | ||||||||
| Average shareholders' equity / Average loans (b) | 16.25 | % | 15.46 | % | 5.1 | % | ||||||||
| Average loans / Average deposits (b) | 93.96 | % | 91.82 | % | 2.3 | % | ||||||||
| OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION: | ||||||||||||||
| Average interest earning assets | 9,231,316 | 9,032,554 | 2.2 | % | ||||||||||
| Pre-tax, pre-provision net income (j) | 114,159 | 96,037 | 18.9 | % | ||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||||||||
| Consolidated Statements of Income | ||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30 | June 30 | |||||||||||||||||||||||||
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||||
| Interest and fees on loans | $ | 125,543 | $ | 115,318 | $ | 246,191 | $ | 226,529 | ||||||||||||||||||
| Interest on debt securities: | ||||||||||||||||||||||||||
| Taxable | 6,693 | 10,950 | 13,823 | 22,849 | ||||||||||||||||||||||
| Tax-exempt | 1,503 | 1,382 | 2,772 | 2,792 | ||||||||||||||||||||||
| Other interest income | 2,757 | 1,254 | 5,910 | 3,374 | ||||||||||||||||||||||
| Total interest income | 136,496 | 128,904 | 268,696 | 255,544 | ||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||
| Interest on deposits: | ||||||||||||||||||||||||||
| Demand and savings deposits | 19,055 | 20,370 | 37,491 | 40,225 | ||||||||||||||||||||||
| Time deposits | 5,821 | 7,525 | 12,591 | 14,863 | ||||||||||||||||||||||
| Interest on borrowings | 2,629 | 3,172 | 5,246 | 6,996 | ||||||||||||||||||||||
| Total interest expense | 27,505 | 31,067 | 55,328 | 62,084 | ||||||||||||||||||||||
| Net interest income | 108,991 | 97,837 | 213,368 | 193,460 | ||||||||||||||||||||||
| Provision for credit losses | 2,853 | 3,113 | 3,609 | 5,293 | ||||||||||||||||||||||
| Net interest income after provision for credit losses | 106,138 | 94,724 | 209,759 | 188,167 | ||||||||||||||||||||||
| Other income | 32,186 | 28,794 | 57,932 | 54,994 | ||||||||||||||||||||||
| Other expense | 78,977 | 75,189 | 157,141 | 152,417 | ||||||||||||||||||||||
| Income before income taxes | 59,347 | 48,329 | 110,550 | 90,744 | ||||||||||||||||||||||
| Income taxes | 11,228 | 8,960 | 20,274 | 16,171 | ||||||||||||||||||||||
| Net income | $ | 48,119 | $ | 39,369 | $ | 90,276 | $ | 74,573 | ||||||||||||||||||
| Per common share: | ||||||||||||||||||||||||||
| Net income - basic | $ | 2.98 | $ | 2.44 | $ | 5.59 | $ | 4.62 | ||||||||||||||||||
| Net income - diluted | $ | 2.97 | $ | 2.42 | $ | 5.56 | $ | 4.60 | ||||||||||||||||||
| Weighted average common shares - basic | 16,129,951 | 16,149,523 | 16,144,647 | 16,133,183 | ||||||||||||||||||||||
| Weighted average common shares - diluted | 16,215,565 | 16,239,617 | 16,227,150 | 16,215,342 | ||||||||||||||||||||||
| Cash dividends declared: | ||||||||||||||||||||||||||
| Quarterly dividend | $ | 1.07 | $ | 1.06 | $ | 2.14 | $ | 2.12 | ||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||
| Consolidated Balance Sheets | ||||||||
| (in thousands, except share data) | June 30, 2025 | December 31, 2024 | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | 147,917 | $ | 122,363 | ||||
| Money market instruments | 45,202 | 38,203 | ||||||
| Investment securities | 1,062,526 | 1,100,861 | ||||||
| Loans | 7,963,221 | 7,817,128 | ||||||
| Allowance for credit losses | (89,785) | (87,966) | ||||||
| Loans, net | 7,873,436 | 7,729,162 | ||||||
| Bank premises and equipment, net | 64,205 | 69,522 | ||||||
| Goodwill and other intangible assets | 162,485 | 163,032 | ||||||
| Other real estate owned | 638 | 938 | ||||||
| Other assets | 593,169 | 581,269 | ||||||
| Total assets | $ | 9,949,578 | $ | 9,805,350 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Deposits: | ||||||||
| Noninterest bearing | $ | 2,620,106 | $ | 2,612,708 | ||||
| Interest bearing | 5,617,660 | 5,530,818 | ||||||
| Total deposits | 8,237,766 | 8,143,526 | ||||||
| Borrowings | 285,582 | 280,083 | ||||||
| Other liabilities | 131,750 | 137,893 | ||||||
| Total liabilities | $ | 8,655,098 | $ | 8,561,502 | ||||
| Shareholders' Equity: | ||||||||
| Preferred shares (200,000 shares authorized; no shares outstanding at June 30, 2025 or December 31, 2024) | $ | — | $ | — | ||||
| Common shares (No par value; 40,000,000 shares authorized at June 30, 2025 and 20,000,000 at December 31, 2024; 17,623,104 shares issued at June 30, 2025 and December 31, 2024) | 461,266 | 463,706 | ||||||
| Accumulated other comprehensive loss, net of taxes | (31,507) | (46,175) | ||||||
| Retained earnings | 1,032,793 | 977,599 | ||||||
| Treasury shares (1,551,757 shares at June 30, 2025 and 1,464,122 shares at December 31, 2024) | (168,072) | (151,282) | ||||||
| Total shareholders' equity | $ | 1,294,480 | $ | 1,243,848 | ||||
| Total liabilities and shareholders' equity | $ | 9,949,578 | $ | 9,805,350 | ||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | |||||||||||||||||
| Consolidated Average Balance Sheets | |||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||
| June 30 | June 30 | ||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Assets | |||||||||||||||||
| Cash and due from banks | $ | 114,619 | $ | 124,906 | $ | 120,889 | $ | 134,310 | |||||||||
| Money market instruments | 254,697 | 94,658 | 270,767 | 125,084 | |||||||||||||
| Investment securities | 1,061,693 | 1,285,086 | 1,065,635 | 1,326,807 | |||||||||||||
| Loans | 7,922,263 | 7,587,127 | 7,877,994 | 7,534,889 | |||||||||||||
| Allowance for credit losses | (88,773) | (85,397) | (88,799) | (84,732) | |||||||||||||
| Loans, net | 7,833,490 | 7,501,730 | 7,789,195 | 7,450,157 | |||||||||||||
| Bank premises and equipment, net | 65,800 | 73,340 | 67,387 | 74,130 | |||||||||||||
| Goodwill and other intangible assets | 162,664 | 163,816 | 162,800 | 163,977 | |||||||||||||
| Other real estate owned | 40 | 1,389 | 477 | 1,239 | |||||||||||||
| Other assets | 585,458 | 566,401 | 584,975 | 561,648 | |||||||||||||
| Total assets | $ | 10,078,461 | $ | 9,811,326 | $ | 10,062,125 | $ | 9,837,352 | |||||||||
| Liabilities and Shareholders' Equity | |||||||||||||||||
| Deposits: | |||||||||||||||||
| Noninterest bearing | $ | 2,626,232 | $ | 2,572,947 | $ | 2,602,666 | $ | 2,570,989 | |||||||||
| Interest bearing | 5,768,900 | 5,626,577 | 5,781,338 | 5,635,332 | |||||||||||||
| Total deposits | 8,395,132 | 8,199,524 | 8,384,004 | 8,206,321 | |||||||||||||
| Borrowings | 269,088 | 312,963 | 269,170 | 337,333 | |||||||||||||
| Other liabilities | 124,200 | 127,492 | 128,746 | 128,933 | |||||||||||||
| Total liabilities | $ | 8,788,420 | $ | 8,639,979 | $ | 8,781,920 | $ | 8,672,587 | |||||||||
| Shareholders' Equity: | |||||||||||||||||
| Preferred shares | $ | — | $ | — | $ | — | $ | — | |||||||||
| Common shares | 460,238 | 459,546 | 462,132 | 461,532 | |||||||||||||
| Accumulated other comprehensive loss, net of taxes | (34,291) | (73,705) | (37,101) | (70,524) | |||||||||||||
| Retained earnings | 1,022,323 | 937,765 | 1,009,930 | 927,705 | |||||||||||||
| Treasury shares | (158,229) | (152,259) | (154,756) | (153,948) | |||||||||||||
| Total shareholders' equity | $ | 1,290,041 | $ | 1,171,347 | $ | 1,280,205 | $ | 1,164,765 | |||||||||
| Total liabilities and shareholders' equity | $ | 10,078,461 | $ | 9,811,326 | $ | 10,062,125 | $ | 9,837,352 | |||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | |||||||||||||||||
| Consolidated Statements of Income - Linked Quarters | |||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | 2024 | |||||||||||||
| (in thousands, except per share data) | 2nd QTR | 1st QTR | 4th QTR | 3rd QTR | 2nd QTR | ||||||||||||
| Interest income: | |||||||||||||||||
| Interest and fees on loans | $ | 125,543 | $ | 120,648 | $ | 120,870 | $ | 120,203 | $ | 115,318 | |||||||
| Interest on debt securities: | |||||||||||||||||
| Taxable | 6,693 | 7,130 | 8,641 | 10,228 | 10,950 | ||||||||||||
| Tax-exempt | 1,503 | 1,269 | 1,351 | 1,381 | 1,382 | ||||||||||||
| Other interest income | 2,757 | 3,153 | 2,751 | 1,996 | 1,254 | ||||||||||||
| Total interest income | 136,496 | 132,200 | 133,613 | 133,808 | 128,904 | ||||||||||||
| Interest expense: | |||||||||||||||||
| Interest on deposits: | |||||||||||||||||
| Demand and savings deposits | 19,055 | 18,436 | 19,802 | 22,762 | 20,370 | ||||||||||||
| Time deposits | 5,821 | 6,770 | 7,658 | 7,073 | 7,525 | ||||||||||||
| Interest on borrowings | 2,629 | 2,617 | 2,708 | 2,859 | 3,172 | ||||||||||||
| Total interest expense | 27,505 | 27,823 | 30,168 | 32,694 | 31,067 | ||||||||||||
| Net interest income | 108,991 | 104,377 | 103,445 | 101,114 | 97,837 | ||||||||||||
| Provision for credit losses | 2,853 | 756 | 3,935 | 5,315 | 3,113 | ||||||||||||
| Net interest income after provision for credit losses | 106,138 | 103,621 | 99,510 | 95,799 | 94,724 | ||||||||||||
| Other income | 32,186 | 25,746 | 31,064 | 36,530 | 28,794 | ||||||||||||
| Other expense | 78,977 | 78,164 | 83,241 | 85,681 | 75,189 | ||||||||||||
| Income before income taxes | 59,347 | 51,203 | 47,333 | 46,648 | 48,329 | ||||||||||||
| Income taxes | 11,228 | 9,046 | 8,703 | 8,431 | 8,960 | ||||||||||||
| Net income | $ | 48,119 | $ | 42,157 | $ | 38,630 | $ | 38,217 | $ | 39,369 | |||||||
| Per common share: | |||||||||||||||||
| Net income - basic | $ | 2.98 | $ | 2.61 | $ | 2.39 | $ | 2.37 | $ | 2.44 | |||||||
| Net income - diluted | $ | 2.97 | $ | 2.60 | $ | 2.37 | $ | 2.35 | $ | 2.42 | |||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | |||||||||||||||||
| Detail of other income and other expense - Linked Quarters | |||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | 2024 | |||||||||||||
| (in thousands) | 2nd QTR | 1st QTR | 4th QTR | 3rd QTR | 2nd QTR | ||||||||||||
| Other income: | |||||||||||||||||
| Income from fiduciary activities | $ | 11,622 | $ | 10,994 | $ | 11,122 | $ | 10,615 | $ | 10,728 | |||||||
| Service charges on deposit accounts | 2,514 | 2,407 | 2,319 | 2,362 | 2,214 | ||||||||||||
| Other service income | 3,731 | 2,936 | 3,277 | 3,036 | 2,906 | ||||||||||||
| Debit card fee income | 6,607 | 6,089 | 6,511 | 6,539 | 6,580 | ||||||||||||
| Bank owned life insurance income | 1,762 | 1,512 | 1,519 | 2,057 | 1,565 | ||||||||||||
| ATM fees | 367 | 335 | 415 | 471 | 458 | ||||||||||||
| Pension settlement gain | — | — | 365 | 5,783 | — | ||||||||||||
| Gain (loss) on the sale of OREO, net | 27 | (229) | (74) | 2 | (7) | ||||||||||||
| Loss on sale of debt securities, net | — | — | (128) | — | — | ||||||||||||
| Gain (loss) on equity securities, net | 2,480 | (862) | 1,852 | 1,557 | 358 | ||||||||||||
| Other components of net periodic benefit income | 2,344 | 2,344 | 2,651 | 2,204 | 2,204 | ||||||||||||
| Miscellaneous | 732 | 220 | 1,235 | 1,904 | 1,788 | ||||||||||||
| Total other income | $ | 32,186 | $ | 25,746 | $ | 31,064 | $ | 36,530 | $ | 28,794 | |||||||
| Other expense: | |||||||||||||||||
| Salaries | $ | 38,560 | $ | 36,216 | $ | 37,254 | $ | 38,370 | $ | 35,954 | |||||||
| Employee benefits | 9,108 | 10,516 | 10,129 | 10,162 | 9,873 | ||||||||||||
| Occupancy expense | 3,269 | 3,519 | 2,929 | 3,731 | 2,975 | ||||||||||||
| Furniture and equipment expense | 2,234 | 2,301 | 2,375 | 2,571 | 2,454 | ||||||||||||
| Data processing fees | 11,021 | 10,529 | 10,450 | 11,764 | 9,542 | ||||||||||||
| Professional fees and services | 7,395 | 7,307 | 10,465 | 7,842 | 6,022 | ||||||||||||
| Marketing | 1,295 | 1,528 | 1,949 | 1,464 | 1,164 | ||||||||||||
| Insurance | 1,667 | 1,686 | 1,600 | 1,640 | 1,777 | ||||||||||||
| Communication | 941 | 1,202 | 1,104 | 955 | 1,002 | ||||||||||||
| State tax expense | 1,350 | 1,186 | 1,145 | 1,116 | 1,129 | ||||||||||||
| Amortization of intangible assets | 273 | 274 | 288 | 287 | 320 | ||||||||||||
| Foundation contributions | — | — | — | 2,000 | — | ||||||||||||
| Miscellaneous | 1,864 | 1,900 | 3,553 | 3,779 | 2,977 | ||||||||||||
| Total other expense | $ | 78,977 | $ | 78,164 | $ | 83,241 | $ | 85,681 | $ | 75,189 | |||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||||||||
| Asset Quality Information | ||||||||||||||||||||||||||
| Year ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except ratios) | June 30, 2025 | March 31, 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||
| Allowance for credit losses, beginning of period | $ | 88,130 | $ | 87,966 | $ | 83,745 | $ | 85,379 | $ | 83,197 | $ | 85,675 | $ | 56,679 | ||||||||||||
| Cumulative change in accounting principle; adoption of ASU 2022-02 in 2023 and ASU 2016-13 in 2021 | — | 383 | — | 6,090 | — | |||||||||||||||||||||
| Charge-offs | 3,959 | 3,605 | 18,334 | 10,863 | 9,133 | 5,093 | 10,304 | |||||||||||||||||||
| Recoveries | 2,761 | 3,013 | 8,012 | 5,942 | 6,758 | 8,441 | 27,246 | |||||||||||||||||||
| Net charge-offs (recoveries) | 1,198 | 592 | 10,322 | 4,921 | 2,375 | (3,348) | (16,942) | |||||||||||||||||||
| Provision for (recovery of) credit losses | 2,853 | 756 | 14,543 | 2,904 | 4,557 | (11,916) | 12,054 | |||||||||||||||||||
| Allowance for credit losses, end of period | $ | 89,785 | $ | 88,130 | $ | 87,966 | $ | 83,745 | $ | 85,379 | $ | 83,197 | $ | 85,675 | ||||||||||||
| General reserve trends: | ||||||||||||||||||||||||||
| Allowance for credit losses, end of period | $ | 89,785 | $ | 88,130 | $ | 87,966 | $ | 83,745 | $ | 85,379 | $ | 83,197 | $ | 85,675 | ||||||||||||
| Allowance on accruing purchased credit deteriorated ("PCD") loans (purchased credit impaired ("PCI") loans for years 2020 and prior) | — | — | — | — | — | — | 167 | |||||||||||||||||||
| Allowance on purchased loans excluded from collectively evaluated loans (for years 2020 and prior) | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | 678 | |||||||||||||||||||
| Specific reserves on individually evaluated loans - accrual | — | — | — | — | — | 42 | 44 | |||||||||||||||||||
| Specific reserves on individually evaluated loans - nonaccrual | 774 | 1,044 | 1,299 | 4,983 | 3,566 | 1,574 | 5,390 | |||||||||||||||||||
| General reserves on collectively evaluated loans | $ | 89,011 | $ | 87,086 | $ | 86,667 | $ | 78,762 | $ | 81,813 | $ | 81,581 | $ | 79,396 | ||||||||||||
| Total loans | $ | 7,963,221 | $ | 7,883,735 | $ | 7,817,128 | $ | 7,476,221 | $ | 7,141,891 | $ | 6,871,122 | $ | 7,177,785 | ||||||||||||
| Accruing PCD loans (PCI loans for years 2020 and prior) | 2,004 | 2,139 | 2,174 | 2,835 | 4,653 | 7,149 | 11,153 | |||||||||||||||||||
| Purchased loans excluded from collectively evaluated loans (for years 2020 and prior) | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | 360,056 | |||||||||||||||||||
| Individually evaluated loans - accrual (k) | 14,019 | 13,935 | 15,290 | — | 11,477 | 17,517 | 8,756 | |||||||||||||||||||
| Individually evaluated loans - nonaccrual | 46,547 | 47,718 | 53,149 | 45,215 | 66,864 | 56,985 | 99,651 | |||||||||||||||||||
| Collectively evaluated loans | $ | 7,900,651 | $ | 7,819,943 | $ | 7,746,515 | $ | 7,428,171 | $ | 7,058,897 | $ | 6,789,471 | $ | 6,698,169 | ||||||||||||
| Asset Quality Ratios: | ||||||||||||||||||||||||||
| Net charge-offs (recoveries) as a % of average loans | 0.06 | % | 0.03 | % | 0.14 | % | 0.07 | % | 0.03 | % | (0.05) | % | (0.24) | % | ||||||||||||
| Allowance for credit losses as a % of period end loans | 1.13 | % | 1.12 | % | 1.13 | % | 1.12 | % | 1.20 | % | 1.21 | % | 1.19 | % | ||||||||||||
| General reserve as a % of collectively evaluated loans | 1.13 | % | 1.11 | % | 1.12 | % | 1.06 | % | 1.16 | % | 1.20 | % | 1.19 | % | ||||||||||||
| Nonperforming assets: | ||||||||||||||||||||||||||
| Nonaccrual loans | $ | 63,080 | $ | 61,929 | $ | 68,178 | $ | 60,259 | $ | 79,696 | $ | 72,722 | $ | 117,368 | ||||||||||||
| Accruing troubled debt restructurings (for years 2022 and prior) (k) | N.A. | N.A. | N.A. | N.A. | 20,134 | 28,323 | 20,788 | |||||||||||||||||||
| Loans past due 90 days or more | 2,427 | 1,219 | 1,754 | 859 | 1,281 | 1,607 | 1,458 | |||||||||||||||||||
| Total nonperforming loans | $ | 65,507 | $ | 63,148 | $ | 69,932 | $ | 61,118 | $ | 101,111 | $ | 102,652 | $ | 139,614 | ||||||||||||
| Other real estate owned | 638 | 119 | 938 | 983 | 1,354 | 775 | 1,431 | |||||||||||||||||||
| Other nonperforming assets | — | — | — | — | — | 2,750 | 3,164 | |||||||||||||||||||
| Total nonperforming assets | $ | 66,145 | $ | 63,267 | $ | 70,870 | $ | 62,101 | $ | 102,465 | $ | 106,177 | $ | 144,209 | ||||||||||||
| Percentage of nonaccrual loans to period end loans | 0.79 | % | 0.79 | % | 0.87 | % | 0.81 | % | 1.12 | % | 1.06 | % | 1.64 | % | ||||||||||||
| Percentage of nonperforming loans to period end loans | 0.82 | % | 0.80 | % | 0.89 | % | 0.82 | % | 1.42 | % | 1.49 | % | 1.95 | % | ||||||||||||
| Percentage of nonperforming assets to period end loans | 0.83 | % | 0.80 | % | 0.91 | % | 0.83 | % | 1.43 | % | 1.55 | % | 2.01 | % | ||||||||||||
| Percentage of nonperforming assets to period end total assets | 0.66 | % | 0.64 | % | 0.72 | % | 0.63 | % | 1.04 | % | 1.11 | % | 1.55 | % | ||||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||||||||
| Asset Quality Information (continued) | ||||||||||||||||||||||||||
| Year ended December 31, | ||||||||||||||||||||||||||
| (in thousands, except ratios) | June 30, 2025 | March 31, 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||||||
| New nonaccrual loan information: | ||||||||||||||||||||||||||
| Nonaccrual loans, beginning of period | $ | 61,929 | $ | 68,178 | $ | 60,259 | $ | 79,696 | $ | 72,722 | $ | 117,368 | $ | 90,080 | ||||||||||||
| New nonaccrual loans | 13,898 | 14,767 | 65,535 | 48,280 | 64,918 | 38,478 | 103,386 | |||||||||||||||||||
| Resolved nonaccrual loans | 12,747 | 21,016 | 57,616 | 67,717 | 57,944 | 83,124 | 76,098 | |||||||||||||||||||
| Nonaccrual loans, end of period | $ | 63,080 | $ | 61,929 | $ | 68,178 | $ | 60,259 | $ | 79,696 | $ | 72,722 | $ | 117,368 | ||||||||||||
| Individually evaluated nonaccrual commercial loan portfolio information (period end): | ||||||||||||||||||||||||||
| Unpaid principal balance | $ | 50,048 | $ | 51,134 | $ | 58,158 | $ | 47,564 | $ | 68,639 | $ | 57,609 | $ | 100,306 | ||||||||||||
| Prior charge-offs | 3,501 | 3,416 | 5,009 | 2,349 | 1,775 | 624 | 655 | |||||||||||||||||||
| Remaining principal balance | 46,547 | 47,718 | 53,149 | 45,215 | 66,864 | 56,985 | 99,651 | |||||||||||||||||||
| Specific reserves | 774 | 1,044 | 1,299 | 4,983 | 3,566 | 1,574 | 5,390 | |||||||||||||||||||
| Book value, after specific reserves | $ | 45,773 | $ | 46,674 | $ | 51,850 | $ | 40,232 | $ | 63,298 | $ | 55,411 | $ | 94,261 | ||||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||
| Financial Reconciliations | ||||||||||||||||||||
| NON-GAAP RECONCILIATIONS | ||||||||||||||||||||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||
| (in thousands, except share and per share data) | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Net interest income | $ | 108,991 | $ | 104,377 | $ | 97,837 | $ | 213,368 | $ | 193,460 | ||||||||||
| less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions | 168 | 175 | 271 | 343 | 623 | |||||||||||||||
| less interest income on former Vision Bank relationships | 1,006 | 1,019 | 5 | 2,025 | 7 | |||||||||||||||
| Net interest income - adjusted | $ | 107,817 | $ | 103,183 | $ | 97,561 | $ | 211,000 | $ | 192,830 | ||||||||||
| Provision for credit losses | $ | 2,853 | $ | 756 | $ | 3,113 | $ | 3,609 | $ | 5,293 | ||||||||||
| less recoveries on former Vision Bank relationships | (717) | (1,097) | (117) | (1,814) | (1,070) | |||||||||||||||
| Provision for credit losses - adjusted | $ | 3,570 | $ | 1,853 | $ | 3,230 | $ | 5,423 | $ | 6,363 | ||||||||||
| Other income | $ | 32,186 | $ | 25,746 | $ | 28,794 | $ | 57,932 | $ | 54,994 | ||||||||||
| less loss on sale of debt securities, net | — | — | — | — | (398) | |||||||||||||||
| less impact of strategic initiatives | 18 | (914) | 813 | (896) | 658 | |||||||||||||||
| less Vision related (loss) gain on the sale of OREO, net | — | (229) | (7) | (229) | 114 | |||||||||||||||
| less other service income related to former Vision Bank relationships | — | 3 | 6 | 3 | 13 | |||||||||||||||
| Other income - adjusted | $ | 32,168 | $ | 26,886 | $ | 27,982 | $ | 59,054 | $ | 54,607 | ||||||||||
| Other expense | $ | 78,977 | $ | 78,164 | $ | 75,189 | $ | 157,141 | $ | 152,417 | ||||||||||
| less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions | 273 | 274 | 320 | 547 | 640 | |||||||||||||||
| less building demolition costs | — | — | — | — | 65 | |||||||||||||||
| less direct expenses related to collection of payments on former Vision Bank loan relationships | 239 | 276 | — | 515 | — | |||||||||||||||
| Other expense - adjusted | $ | 78,465 | $ | 77,614 | $ | 74,869 | $ | 156,079 | $ | 151,712 | ||||||||||
| Tax effect of adjustments to net income identified above (i) | $ | (293) | $ | (126) | $ | (186) | $ | (420) | $ | (290) | ||||||||||
| Net income - reported | $ | 48,119 | $ | 42,157 | $ | 39,369 | $ | 90,276 | $ | 74,573 | ||||||||||
| Net income - adjusted (h) | $ | 47,015 | $ | 41,682 | $ | 38,670 | $ | 88,698 | $ | 73,481 | ||||||||||
| Diluted earnings per common share | $ | 2.97 | $ | 2.60 | $ | 2.42 | $ | 5.56 | $ | 4.60 | ||||||||||
| Diluted earnings per common share, adjusted (h) | $ | 2.90 | $ | 2.57 | $ | 2.38 | $ | 5.47 | $ | 4.53 | ||||||||||
| Annualized return on average assets (a)(b) | 1.92 | % | 1.70 | % | 1.61 | % | 1.81 | % | 1.52 | % | ||||||||||
Annualized return on average assets, adjusted (a)(b)(h) | 1.87 | % | 1.68 | % | 1.59 | % | 1.78 | % | 1.50 | % | ||||||||||
| Annualized return on average tangible assets (a)(b)(e) | 1.95 | % | 1.73 | % | 1.64 | % | 1.84 | % | 1.55 | % | ||||||||||
| Annualized return on average tangible assets, adjusted (a)(b)(e)(h) | 1.90 | % | 1.71 | % | 1.61 | % | 1.81 | % | 1.53 | % | ||||||||||
| Annualized return on average shareholders' equity (a)(b) | 14.96 | % | 13.46 | % | 13.52 | % | 14.22 | % | 12.88 | % | ||||||||||
| Annualized return on average shareholders' equity, adjusted (a)(b)(h) | 14.62 | % | 13.31 | % | 13.28 | % | 13.97 | % | 12.69 | % | ||||||||||
| Annualized return on average tangible equity (a)(b)(c) | 17.12 | % | 15.44 | % | 15.72 | % | 16.29 | % | 14.98 | % | ||||||||||
| Annualized return on average tangible equity, adjusted (a)(b)(c)(h) | 16.73 | % | 15.27 | % | 15.44 | % | 16.01 | % | 14.77 | % | ||||||||||
| Efficiency ratio (g) | 55.68 | % | 59.79 | % | 59.09 | % | 57.65 | % | 61.05 | % | ||||||||||
| Efficiency ratio, adjusted (g)(h) | 55.78 | % | 59.39 | % | 59.35 | % | 57.52 | % | 61.01 | % | ||||||||||
| Annualized net interest margin (g) | 4.75 | % | 4.62 | % | 4.39 | % | 4.69 | % | 4.33 | % | ||||||||||
| Annualized net interest margin, adjusted (g)(h) | 4.70 | % | 4.57 | % | 4.38 | % | 4.64 | % | 4.32 | % | ||||||||||
| Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section. | ||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||
| Financial Reconciliations (continued) | ||||||||||||||||||||
| (a) Reported measure uses net income. | ||||||||||||||||||||
| (b) Averages are for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024 and the six months ended June 30, 2025 and June 30, 2024, as appropriate. | ||||||||||||||||||||
| (c) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. | ||||||||||||||||||||
| RECONCILIATION OF AVERAGE SHAREHOLDERS' EQUITY TO AVERAGE TANGIBLE EQUITY: | ||||||||||||||||||||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| AVERAGE SHAREHOLDERS' EQUITY | $ | 1,290,041 | $ | 1,270,259 | $ | 1,171,347 | $ | 1,280,205 | $ | 1,164,765 | ||||||||||
| Less: Average goodwill and other intangible assets | 162,664 | 162,938 | 163,816 | 162,800 | 163,977 | |||||||||||||||
| AVERAGE TANGIBLE EQUITY | $ | 1,127,377 | $ | 1,107,321 | $ | 1,007,531 | $ | 1,117,405 | $ | 1,000,788 | ||||||||||
| (d) Tangible equity divided by common shares outstanding at period end. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at the end of the period. | ||||||||||||||||||||
| RECONCILIATION OF TOTAL SHAREHOLDERS' EQUITY TO TANGIBLE EQUITY: | ||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | ||||||||||||||||||
| TOTAL SHAREHOLDERS' EQUITY | $ | 1,294,480 | $ | 1,279,042 | $ | 1,183,257 | ||||||||||||||
| Less: Goodwill and other intangible assets | 162,485 | 162,758 | 163,607 | |||||||||||||||||
| TANGIBLE EQUITY | $ | 1,131,995 | $ | 1,116,284 | $ | 1,019,650 | ||||||||||||||
| (e) Net income for each period divided by average tangible assets during the period. Average tangible assets equal average assets less average goodwill and other intangible assets, in each case during the applicable period. | ||||||||||||||||||||
| RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS | ||||||||||||||||||||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| AVERAGE ASSETS | $ | 10,078,461 | $ | 10,045,607 | $ | 9,811,326 | $ | 10,062,125 | $ | 9,837,352 | ||||||||||
| Less: Average goodwill and other intangible assets | 162,664 | 162,938 | 163,816 | 162,800 | 163,977 | |||||||||||||||
| AVERAGE TANGIBLE ASSETS | $ | 9,915,797 | $ | 9,882,669 | $ | 9,647,510 | $ | 9,899,325 | $ | 9,673,375 | ||||||||||
| (f) Tangible equity divided by tangible assets. Tangible assets equal total assets less goodwill and other intangible assets, in each case at the end of the period. | ||||||||||||||||||||
| RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS: | ||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | ||||||||||||||||||
| TOTAL ASSETS | $ | 9,949,578 | $ | 9,886,612 | $ | 9,919,783 | ||||||||||||||
| Less: Goodwill and other intangible assets | 162,485 | 162,758 | 163,607 | |||||||||||||||||
| TANGIBLE ASSETS | $ | 9,787,093 | $ | 9,723,854 | $ | 9,756,176 | ||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
| PARK NATIONAL CORPORATION | ||||||||||||||||||||
| Financial Reconciliations (continued) | ||||||||||||||||||||
| (g) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown assuming a 21% corporate federal income tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis by dividing fully taxable equivalent net interest income by average interest earning assets, in each case during the applicable period. | ||||||||||||||||||||
| RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME | ||||||||||||||||||||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Interest income | $ | 136,496 | $ | 132,200 | $ | 128,904 | $ | 268,696 | $ | 255,544 | ||||||||||
| Fully taxable equivalent adjustment | 675 | 607 | 605 | 1,282 | 1,221 | |||||||||||||||
| Fully taxable equivalent interest income | $ | 137,171 | $ | 132,807 | $ | 129,509 | $ | 269,978 | $ | 256,765 | ||||||||||
| Interest expense | 27,505 | 27,823 | 31,067 | 55,328 | 62,084 | |||||||||||||||
| Fully taxable equivalent net interest income | $ | 109,666 | $ | 104,984 | $ | 98,442 | $ | 214,650 | $ | 194,681 | ||||||||||
| (h) Adjustments to net income for each period presented are detailed in the non-GAAP reconciliations of net interest income, provision for credit losses, other income, other expense and tax effect of adjustments to net income. | ||||||||||||||||||||
| (i) The tax effect of adjustments to net income was calculated assuming a 21% corporate federal income tax rate. | ||||||||||||||||||||
| (j) Pre-tax, pre-provision ("PTPP") net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period. PTPP net income is a common industry metric utilized in capital analysis and review. PTPP is used to assess the operating performance of Park while excluding the impact of the provision for credit losses. | ||||||||||||||||||||
| RECONCILIATION OF PRE-TAX, PRE-PROVISION NET INCOME | ||||||||||||||||||||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Net income | $ | 48,119 | $ | 42,157 | $ | 39,369 | $ | 90,276 | $ | 74,573 | ||||||||||
| Plus: Income taxes | 11,228 | 9,046 | 8,960 | 20,274 | 16,171 | |||||||||||||||
| Plus: Provision for credit losses | 2,853 | 756 | 3,113 | 3,609 | 5,293 | |||||||||||||||
| Pre-tax, pre-provision net income | $ | 62,200 | $ | 51,959 | $ | 51,442 | $ | 114,159 | $ | 96,037 | ||||||||||
| (k) Effective January 1, 2023, Park adopted Accounting Standards Update ("ASU") 2022-02. Among other things, this ASU eliminated the concept of troubled debt restructurings ("TDRs"). As a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans ("NPLs") and total nonperforming assets ("NPAs") each decreased by $20.1 million effective January 1, 2023. Additionally, as a result of the adoption of this ASU, accruing individually evaluated loans decreased by $11.5 million effective January 1, 2023. | ||||||||||||||||||||
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com
Exhibit 99.2
Park National Corporation & Park National Bank
Code of Business Conduct and Ethics
Governance Summary
| Policy Owner | Matt Miller, President | |||||||
| Policy Administrator | Brady Burt, Chief Financial Officer | |||||||
| Policy Contact | Mark Miller, Corporate Services Director | |||||||
| Effective Date | January 16, 2001 | |||||||
| Most Recently Approved | July 25, 2025 | |||||||
| Review Frequency | Annually | |||||||
| Policy Version | Version – 2.1 | |||||||
| Approval Authority | Board of Directors | |||||||
| File Location | [Park Place URL or File Location] | |||||||
1.Purpose
This Code of Business Conduct and Ethics Policy ("Policy") sets forth the ethical standards, expectations and principles of professional conduct established by the Park National Corporation (“Corporation”) and Park National Bank (“Bank”) (collectively, “Park”). This Policy is established to ensure consistency and accountability in upholding Park’s values, maintaining public trust, and guiding conduct of all directors, officers, associates, and agents.
Annually, directors, officers and associates of Park must read this Policy and acknowledge their review in writing or electronically. New associates must review and sign the Policy during orientation.
To support accountability, Park has established the Park Improvement Line, a confidential hotline (1-800-418-6423, extension PRK [775]) and an online reporting system at www.securityvoice.com/reports, both managed by an independent third party. These channels allow anonymous reporting of violations, with information routed to appropriate Park leadership (In some cases, the Chair of the Audit Committee of the Board of Directors of Park (the “Audit Committee”) and/or the full Park Audit Committee may receive such information directly. In addition, the head of Park’s Internal Audit Department may receive such information directly.).
2.Scope
This Policy applies enterprise-wide to establish an environment of ethical decision-making and behavior through the establishment of conduct expectations and requirements, identification and disclosure of conflicts of interests, reporting of unethical behavior, and enforcement of disciplinary actions.
3.Key Definitions
Confidential Information: Any non-public information related to Park, its customers, suppliers, or operations that must be protected from unauthorized disclosure or use.
Material, Non-Public Information: Information not publicly available that a reasonable investor would consider important in making an investment decision regarding Park common shares, including an investor’s decision to buy, sell, or hold Park securities.
4.Roles and Responsibilities
4.1 Board of Directors. Park's Board of Directors is responsible for:
•Reviewing and approving this Policy and any revisions or modifications
•Overseeing, in conjunction with the Audit Committee, the ethical standards and conduct of executive leadership
•Receiving reports of violations involving executive officers or directors
•Taking appropriate action in response to confirmed violations, including public disclosure, if necessary
4.2 Audit Committee is responsible for:
•Receiving reports of violations from officers, directors, or through the Park Improvement Line
•Overseeing conflicts of interest involving executive officers or directors
4.3 Executive Leadership (Chairman, CEO, President, and CFO) is responsible for:
•Providing leadership and oversight in the implementation of the Policy
•Approving outside employment or fiduciary roles when required
4.4 Park Council and Regional/Division Presidents are responsible for:
•Reviewing and approving potential conflicts of interest reported by associates
•Providing guidance on ethical concerns and Policy interpretation
•Supporting the implementation of the Policy within their respective areas
4.5 Internal Audit is responsible for:
•Conducting independent reviews of compliance with the Policy
•Investigating reports of misconduct or unethical behavior
•Collaborating with Human Resources and Fraud and Security in investigations
•Reporting findings to the Audit Committee
•Overseeing the Internal Investigation Framework in cooperation with the Board Risk Committee
4.6 Human Resources is responsible for:
•Administering Policy acknowledgement processes for new and existing associates
•Supporting investigations into Policy violations
•Enforcing disciplinary actions for violations
•Providing training and guidance on ethical conduct
4.7 All Associates and Agents are responsible for:
•Reading, understanding, and annually acknowledging the Policy
•Complying with the Policy
•Reporting suspected violations through appropriate channels
4.8 Park Improvement Line is responsible for:
•Providing a confidential and anonymous method for reporting violations
•Ensuring reports are routed to appropriate management or the Audit Committee
•Supporting Park’s commitment to transparency and accountability
5.Policy Requirements
Directors, officers, associates, and agents of Park have a duty to act in a manner that merits public trust and confidence. This duty applies to both personal and professional conduct and extends to all activities undertaken on behalf of Park.
5.1 Confidential Information
The use and protection of confidential information is a critical area of concern for financial institutions and regulatory authorities. Due to the nature of Park’s business, directors, officers, associates, and agents are entrusted with sensitive customer and corporate information. Confidential information includes, but is not limited to, customer business plans, forecasts, decisions, problems, and any non-public information related to Park’s operations, systems or personnel.
All confidential information acquired through association with Park must be treated as privileged and held in the strictest confidence. It is to be used solely for legitimate business purposes and never for personal gain. The use of confidential information for personal benefit or the benefit of others constitutes a serious breach of trust and may subject the individual and Park to legal and regulatory penalties. Confidential information must not be disclosed to: (a) Individuals outside of Park, including family members or acquaintances; or (b) Park personnel who do not have a legitimate business need to know the information. Disclosure of confidential information to external parties (e.g., legal counsel, regulators) must only occur when there is a legitimate business or legal need and must follow appropriate authorization protocols.
Access to Park’s system and data must be restricted to authorized personnel. All users must follow security protocols, including the use of unique usernames and passwords and must not share credentials with others. Unauthorized access, use, or modification of Park’s systems or data is strictly prohibited. Individuals with access to Park’s data systems are responsible for maintaining the integrity and confidentiality of the information.
Confidential information must not be removed from Park premises unless there is a valid business reason and prior approval from a supervisor. Under no circumstances should confidential information be sent to a personal e-mail address.
Disclosure of material, non-public information–– is strictly prohibited. Violations may result in legal consequences and termination of employment.
The confidentiality standards outlined in this section apply to all communication channels, including social, mobile, and digital platforms. This includes any platform where an affiliation with Park is indicated (e.g., Facebook, LinkedIn, X, YouTube, blogs). Associates must also comply with Park’s Acceptable Use Policy and any related procedures or job aids that support the protection of confidential information.
These confidentiality requirements also apply to internal reports and statements not intended for public release. Only authorized representatives of Park may communicate with the media or investment community. All inquiries must be referred to Park’s Chairman of the Board (“Chairman”), Park’s Chief Executive Officer (“CEO”), President, or their designees.
5.2 Company Assets and Intellectual Property
All officers, directors, associates, and agents are responsible for safeguarding Park’s physical and intellectual property from loss, theft, misuse, or unauthorized disclosure. Any suspected misuse or misappropriation of Park’s assets or intellectual property must be reported immediately to a supervisor, Human Resources, or the Internal Audit Department.
Park-owned assets – including but not limited to documents, electronic files, reports, and records – must be used solely for legitimate corporate purposes. Personal use or gain from such assets is strictly prohibited. Intellectual property developed or acquired by Park – including inventions, business ideas, unique products, proprietary
methodologies, and strategic business plans, as well as intellectual property leased or licensed by Park from third parties – must be protected and used exclusively for the benefit of Park.
5.3 Conflicts of Interest
Individuals must conduct themselves in a way that brings credit to Park and avoid any action that could discredit the organization. Two fundamental principles govern conduct with respect to potential conflicts: (a) When acting for, on behalf of, or in the name of Park, individuals must place Park’s interests ahead of their own; and (b) Individuals must fully disclose any situation in which their personal interests may conflict or appear to conflict with those of Park.
A conflict of interest arises when personal interests could improperly influence business decisions or actions. Examples include: (a) Having a financial interest in a transaction involving Park; (b) Competing with Park; and (c) Taking advantage of a business opportunity that belongs to Park. The following are examples of prohibited conduct that may result in disciplinary action, including termination: (a) Processing or influencing transactions for one’s own accounts or those of family members, intimate partners, close friends, or household members; (b) Viewing account information without a business need; (c) Using internal systems to conduct personal business (e.g.; ordering a debit card, changing an address); (d) Viewing account information as part of a transaction in which the associate is personally involved. Associates also may not: (a) Fill in permanent passwords for customers or log in on their behalf; or (b) Obtain cash for a customer unless the customer is physically present and dual control procedures are followed.
Associates must use online banking, mobile banking, or Retail Branch Banking for their personal banking needs and must not use their access or authority to process their own transactions. Associates must exercise prudence and good judgment when handling transactions involving individuals with whom they have a personal relationship. This Policy does not prohibit family members or close personal contacts of associates from banking with Park. However, such individuals must be treated with the same standards of service and objectivity as any other customer.
Associates must report potential conflicts of interest to their Regional/Market President or a member of the Park Council for review and approval. Any action or transaction involving a potential conflict of interest taken by an executive officer or director must be reported to the Chair of the Park Audit Committee or through the Park Improvement Line. The Audit Committee will review and determine whether the action constitutes a violation of this Policy.
Additional guidance on conflicts of interest is available in the “Conflicts of Interest” booklet within the “Asset Management” series of the Comptroller’s Handbook (OCC, January 2015).
5.4 Outside Activities
All directors, officers, associates, and agents must avoid external engagements that could compromise their responsibilities to Park. No outside activity may interfere with or conflict with the interests of Park.
Associates may not accept outside employment, serve as officers or directors of for-profit enterprises, or represent customers in dealings with Park without prior written approval from the Park Council member through whom the associate reports. For Park Council members, requests for approval will be submitted to Park’s Chairman, CEO, and/or President. When considering outside employment or engagements, associates must ask and consider the following: (a) Is there a potential conflict of interest? (b) Will the activity adversely affect Park? (c) Will it interfere with the time and attention required for Park responsibilities? (d) Will Park property, equipment, or proprietary information (e.g., mailing lists, systems) be used?
If the answer to any of the above questions is "yes," the outside activity must not be pursued. Regardless of the outcome, all outside employment must be disclosed to the associate’s supervisor.
Park encourages participation in nonprofit, community, and charitable organizations. However, associates must remain alert to potential conflicts of interest, especially when such organizations have business relationships with
Park or access to confidential information. Associates serving as officers or board members of nonprofit, community, or charitable organizations must not participate in any deliberations, decisions, or votes involving Park.
5.5 Fiduciary
No Park associate shall accept appointment to or continue to act as a fiduciary or co-fiduciary in any trust, estate, agency, guardianship, conservatorship, or custodianship, or serve as an investment counselor or estate appraiser, except in the following circumstances: (a) The relationship was created by a member of the associate’s family; or (b) The ward or individual is a close personal friend of the associate.
Any exception to this policy must be approved in writing, in advance, by Park’s Chairman, CEO, President, or the relevant Bank Regional or Market President on a case-by-case basis.
If an associate is serving as a fiduciary or co-fiduciary for a customer of Park in accordance with this Policy, the associate (a) Must not be assigned to service the related account; and (b) Must comply with all applicable conflict of interest provisions outlined in this Policy.
5.6 Gifts, Fees, Gratuities, and Other Payments from Customers, Suppliers, or Third Parties
In accordance with this Policy and with federal law, including the Bank Bribery Amendments Act of 1985, officers, directors, associates, and agents of Park are prohibited from: (a) Soliciting anything of value for themselves or a third party in return for any business, service, or confidential information of Park; and (b) Accepting anything of value in connection with Park business, except for bona fide compensation or reimbursement as permitted under 18 U.S.C. § 215(c)). The intent of 18 U.S.C. § 215 is to prevent quid pro quo arrangements or gratuities that could improperly influence banking transactions. A violation may occur if a benefit is given or received as a result of a transaction. Officers, directors, associates, and agents of Park furthermore may not accept anything of value in exchange for referrals or business recommendations if such acceptance would violate any applicable law, or regulation, including the Real Estate Settlement Procedures Act.
Associates must exercise discretion when receiving gifts or entertainment. Exceptions may include unsolicited gifts or favors of nominal value, provided: (a) The customer is not attempting to influence or reward the recipient; and (b) The gift is clearly incidental and not solicited. Acceptance is not permitted if it: (a) Creates a sense of obligation; (b) Could be misinterpreted as improper influence; or (c) Is not of nominal value or is not clearly business-related. Acceptable items may include: (a) Gifts of nominal value; (b) Promotional items used for general advertising; (c) Discounts or concessions available to all associates; or (d) Casual hospitality in a normal business setting. Associates should consider the following when evaluating a gift or benefit: (a) Would a disinterested party view the acceptance as impairing objectivity? (b) Could the gift appear to be solicited? (c) Is the gift intended to influence or reward a business decision?
If an officer, director, or agent receives a personal benefit that is not clearly reasonable and business-related, it must be reported to the Park Audit Committee. If an associate receives such a benefit, it must be reported to Park’s Chairman, CEO, President, or the relevant Bank Regional or Market President. The Park Audit Committee, Chairman, CEO, President, or relevant Bank leader may: (a) Determine that the benefit does not constitute a conflict of interest; or (b) Require that the benefit be returned or reimbursed by the Company.
5.7 Giving Gifts
Giving gifts to customers or to other officers, directors, associates, or agents of Park may be appropriate in limited circumstances when justified by legitimate business reasons. All gifts must be: (a) Reasonable and customary for the occasion; (b) Not in the form of cash; and (c) Clearly not intended to influence a business decision.
Officers, directors, associates, and agents of Park must never give anything of value – including payments, gifts, tangible items, or special privileges – in exchange for referrals or business recommendations, especially where such conduct would violate applicable laws or regulations (e.g., the Real Estate Settlement Procedures Act).
Any gift or item of value intended for a federal, state, local, or foreign government official or employee must receive prior approval from Park’s Chairman, CEO, and/or President.
5.8 Dealing Fairly with Customers, Suppliers, and Other Associates
No officer, director, associate, or agent of Park may take unfair advantage of any individual or entity through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Officers, directors, associates, and agents may not offer or make payments of any kind – including money, services, or property – to any domestic or foreign public official, or provide personal benefits that are not clearly reasonable and business-related to any associate or representative of an organization seeking to or doing business with Park.
If there is any uncertainty as to whether a personal benefit is clearly reasonable and business-related, the officer, director, associate, or agent must seek pre-approval from: (a) The Park Audit Committee; (b) Park’s Chairman; (c) Park’s CEO; (d) Park’s President; or (e) The relevant Bank Regional or Market President.
Except for pricing and packaging of services established by the Bank, associates may not: (a) Extend credit; (b) Lease or sell property; (c) Provide services; or (d) Base interest rates or prices on the condition that a customer — (1) Obtain products or services from the Bank; (2) Provide products or services to the Bank; or (3) Avoid doing business with a competitor of the Bank.
All Bank associates are responsible for reporting customer complaints and inquiries in accordance with Park’s Voice of the Customer program, policies, and procedures. Complaints must be logged in the central database, which is designed to monitor and track issues through resolution. Park takes all customer complaints seriously and will take corrective action as necessary to protect the Bank and its customers from reputational and financial harm, thereby maintaining public confidence and reducing compliance risk.
5.9 Competition
Park supports open, honest and ethical competition in the financial services marketplace. All business practices must reflect integrity and fairness. Collusion with competitors is strictly prohibited. This includes, but is not limited to: (a) Agreements or discussions regarding the pricing of financial services; (b) Coordination of interest rates; and (c) Any conduct that directly or indirectly reduces or restricts competition.
Associates must not portray Park or its competitors in a negative or disparaging manner. Associates are expected to represent Park positively and professionally in all communications with clients, prospects, and members of the community.
5.10 Political Activities
Park and its subsidiaries are prohibited from making any political contributions or expenditures—directly or indirectly—for the benefit of, use of, in support of, or in opposition to: (a) Any political party; (b) Any candidate; (c) Any political committee; or (d) Any non-public issue purpose. Park will not reimburse any individual for political contributions or expenditures. This restriction applies solely to the use of Park funds and does not prohibit personal political contributions by officers, directors, associates, or agents.
It is a violation of this Policy to use Park funds or property to secure favored business treatment for any Park subsidiary or to support a political campaign. Prohibited uses include, but are not limited to: (a) Park personnel; (b) Telephones; (c) Copy machines; (d) Postage; and (e) Other Park-owned resources.
Park may make political loans in connection with campaigns only if such loans are: (a) Made in accordance with applicable banking laws and regulations; (b) Conducted in the ordinary course of business; (c) Compliant with Park’s internal loan policies; and (d) In conformity with all applicable federal, state, and local laws, rules, and regulations.
Directors, officers, associates, and agents may engage in personal political activities, such as serving as a campaign treasurer, provided that: (a) Their political activity does not interfere with their work responsibilities; (b) Such activity is generally limited to evenings and weekends; (c) They inform their supervisor of their involvement; and (d) They clearly represent themselves as individuals, not as representatives of Park.
Any associate considering: (a) Running for elected public office; (b) Accepting outside employment with a governmental entity; or (c) Being appointed to a governmental position must obtain prior written approval from the Park Council member through whom the associate reports. For Park Council members, requests for approval will be submitted to Park’s Chairman, CEO, or President Associates who serve in a government or public office role must be especially careful not to use Park systems, including file storage or email, in connection with those roles so as not to expose those systems to public records request.
5.11 Dishonesty and Breach of Trust
All officers, directors, associates, and agents must always conduct themselves with honesty and integrity in all business dealings and interactions. No officer, director, associate, or agent of Park shall use their position to commit any illegal act, including but not limited to theft, falsifying records, forgery, or check kiting.
Any suspicious activity must be reported immediately to: (a) The Internal Audit Department; (b) The Human Resources Department; or (c) The confidential Park Improvement Line. Upon receipt of a report, the Park Investigation Team—comprised of Internal Audit, Fraud and Security, and Human Resources officers—will conduct a thorough investigation.
All officers, directors, associates, and agents are required to fully cooperate with investigations. Any of the following actions may result in immediate termination of employment: (a) Withholding information; (b) Providing false or misleading information; (c) Impeding or interfering with an investigation.
Any confirmed legal violations will be referred to the appropriate law enforcement agency for prosecution.
5.12 Compliance with Applicable Laws, Rules, and Regulations
All officers, directors, associates, and agents of Park are expected to comply with all applicable federal, state, local, and foreign laws, rules, and regulations governing Park’s business operations, including but not limited to insider trading laws. In the event of a conflict between a law and this Policy, related parties must comply with the law. If a custom or practice conflicts with this Policy, related parties must comply with the Policy.
Related parties must respond honestly and candidly when interacting with: (a) Park’s independent and internal auditors; (b) Examiners and regulators; and (c) Legal counsel.
Park is committed to compliance with the Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) laws, rules, regulations, and guidance to prevent money laundering, terrorist financing, and other criminal activity. Associates must be able to identify and escalate unusual or suspicious transactions or situations. Reports should be made through: (a) The associate’s supervisor; (b) A senior leader; (c) The Park Improvement Line; (d) Park’s Chairman, CEO, or President; or (e) The relevant Bank Regional or Market President.
If an associate is uncertain about the application of a law, rule, or regulation to Park, they must seek guidance from the relevant Bank Regional or Market President. Officers, directors, and agents should seek guidance from Park’s Chairman, CEO, President, or the relevant Bank Regional or Market President. If outside legal counsel may be
needed, associates may consult: (a) The Legal Risk Management Policy on Park Place; (b) Park’s Chief Legal Officer; and (c) The appropriate Leadership Group member.
The Park Audit Committee has established a confidential reporting process for unresolved concerns and is empowered to engage outside legal counsel when necessary. Refer to the information above regarding the Park Improvement Line.
5.13 Health and Safety
Park considers its associates to be its most valuable resource and is committed to maintaining a safe and healthy workplace for all. Each associate is responsible for: (a) Following all safety and health rules; (b) Promptly reporting accidents, injuries, and unsafe equipment, practices, or conditions. Associates must immediately notify their supervisor if: (a) They are injured or become ill as a result of their work; or (b) They become aware of any unsafe working conditions. Reporting forms are available electronically and may also be obtained from a supervisor or the Human Resources Department.
Park strictly prohibits the use of drugs or alcohol that could impair an associate’s ability to perform their duties or damage Park’s reputation. This includes: (a) Being over the legal limit or impaired while representing Park; (b) Transporting associates or customers in Park-owned or personal vehicles while under the influence; or (c) Abusing legally-prescribed controlled substances.
Park does not tolerate violence or threats of violence in the workplace. Park defines workplace violence as any act perceived as threatening, menacing, or harmful to an individual, group, or Park itself. This includes: (a) Threats or actions that create a perception of intent to harm; or (b) Actual harm to persons or property. Associates must report any suspected violation of this Policy immediately to: (a) Their supervisor; (b) Fraud and Security; or Human Resources officers.
5.14 Dealing with Auditors, Examiners, Regulators, and Legal Counsel
All officers, directors, associates, and agents of Park must respond to and interact with Park’s independent auditors, internal auditors, examiners, regulators, and legal counsel in an honest, factual and candid manner.
Park’s filings with the Securities and Exchange Commission, banking regulators, and other regulatory agencies — as well as all public communications — must be: (a) Complete; (b) Fair; (c) Accurate; (d) Timely; (e) Understandable; and (f) Transparent. Associates may be called upon to provide information to ensure that Park’s filings and public reports meet these standards. All such information must be provided truthfully and promptly.
Confidential supervisory information received from regulators (e.g., the Federal Reserve, Office of the Comptroller of the Currency, Consumer Financial Protection Bureau) is privileged and highly restricted. Confidential supervisory information must: (a) Be safeguarded at all times; (b) Only be shared with Park colleagues on a strict “need to know” basis; (c) Never be removed from Park’s premises; and (d) Never be sent to a personal e-mail address for any reason.
Park’s legal counsel must be consulted before any confidential supervisory information is shared with anyone outside of Park or with any Park personnel not authorized to receive it.
5.15 Maintaining Accurate Records
Park's books, records, and accounts must accurately and fairly reflect all transactions in reasonable detail and in accordance with Park’s established accounting practices and policies. All officers, directors, associates, and agents must comply with internal control procedures designed to: (a) Safeguard Park’s assets; and (b) Ensure proper reporting and disclosure of financial information. All records must be retained and destroyed in accordance with Park’s document retention policies and procedures. If disclosure of documents, records, or other information is
required in connection with litigation or a governmental investigation, the responsible officer, director, associate, or agent must first seek guidance from Park’s legal counsel.
In all business records and communications—including e-mails, memos, and reports—related parties are prohibited from: (a) Falsifying or causing the falsification of any information; (b) Using exaggerations, guesswork, or misleading characterizations that could be misinterpreted. No false or artificial entries may be made in Park’s books or records for any reason.
Associates are strictly prohibited from forging or signing a customer’s name on any document, including affixing an electronic signature, regardless of: (a) Whether the act is authorized by the customer; or (b) Whether there is intent to defraud.
5.16 Personal Investments
All officers, directors, associates, and agents must exercise sound judgment and remain mindful of potential conflicts of interest when making personal investment decisions. Personal investments must not: (a) Influence the individual’s judgment or actions in the conduct of Park's business; or (b) Result in personal profit from securities transactions made on behalf of Park’s customers.
Associates responsible for managing a client relationship may not invest in the equity of that client or any of its subsidiaries or affiliates, except under the following conditions: (a) The stock is publicly traded on a national or regional exchange; (b) The associate’s total ownership interest (including that of family members) does not exceed 1% of the outstanding capital stock; and (c) The associate does not request or accept allocation of stock in a new issue from any dealer or person if the issuer has a business relationship with Park (other than a deposit relationship). Associates with purchasing authority over goods or services must avoid investments in the equity of Park’s vendors or suppliers, except for publicly traded stock that meets the criteria outlined above.
Park maintains a comprehensive Insider Trading Policy that applies to all officers, directors, and associates, as well as their family members. Full compliance with this Policy is required. In accordance with the Insider Trading Policy, no officer, director, associate, or agent may engage in a securities transaction for their own account if: (a) The transaction is based on material, non-public information or any information not generally available to the public; and (b) The information was obtained through Park on a confidential basis or for corporate purposes. Likewise, the disclosure of material, non-public information to unauthorized individuals is strictly prohibited.
5.17 Personal Borrowing
Officers subject to Regulation O, as well as other officers and associates of Park, may borrow from the Bank or other financial institutions, provided that: (a) All transactions are conducted at arm's-length; (b) Terms reflect market pricing; and (c) Control of the lending decision rests solely with the lender. Officers and directors subject to Regulation O must report applicable borrowing activity to the Board of Directors of Park in accordance with regulatory requirements.
Associates may not have lending authority over any account involving: (a) Themselves; (b) Their family members; or (c) Any related interests.
Associates are prohibited from borrowing from customers or suppliers of the Bank. This restriction does not prevent the Bank from entering into a lending relationship with individuals related to an associate by blood or marriage.
Park maintains a policy of consistent credit standards for all loan applications and existing clients. These standards apply regardless of: Race; Color; Religion; National origin; Age; Sex; Disability; Familial or marital status; Military status; Ethnicity; Sexual orientation; Gender identity; or Any other legally protected status.
All applicants must meet relevant credit criteria and have the legal capacity to enter into a binding contract.
Associates must exhibit the highest caliber of ethical behavior and fiscal responsibility in their own banking relationships with Park. Moreover, they are expected to abide by their financial obligations to Park and to any financial institution from which they borrow. This includes ensuring their payments are made on time, sufficient funds are available in the account(s) from which they are intending to withdraw the funds, and that their accounts always remain in good standing. Although Park understands that there may be extraordinary circumstances from time to time that prevent associates from meeting these obligations, it is expected that they take full responsibility for proactively communicating any issues to Park so that appropriate arrangements can be made to address the problem at hand.
5.18 Giving Advice to Clients or Customers
Associates may occasionally be asked by clients or customers to provide opinions or guidance on legal or tax-related matters. Park is not authorized to practice law or provide legal or tax advice. Associates must not engage in any activity that could be interpreted as such. Associates must exercise caution when discussing legal or tax-related topics to ensure that: (a) They do not give the impression that they are offering legal or tax advice; and (b) Clients or customers do not misinterpret the discussion as such. When appropriate, associates should refer clients or customers to qualified legal or tax professionals for advice.
5.19 Assistance in Meeting the Company’s Accounting, Financial Reporting, and Disclosure Obligations
Park is required to issue financial statements in accordance with U.S. generally accepted accounting principles (GAAP) and to make public disclosures in compliance with the rules and regulations of the U.S. Securities and Exchange Commission and NYSE American. All officers, directors, associates, and agents must maintain honest, accurate, and complete books, records, and accounts to support Park’s accounting and financial reporting obligations. Any officer, director, associate, or agent involved in preparing Park's disclosures—or asked to provide information relevant to such disclosures—must ensure that all public reports and communications are: Fair; Accurate; Certifiable; Complete; Objective; Relevant; Timely; and Understandable.
Any associate or officer who, in good faith, believes that Park's accounting methods are inappropriate or not in compliance with GAAP, or who has concerns about questionable accounting, auditing, or internal control matters, must report such concerns to: Park's Chief Financial Officer; The Chief Auditor of Park; or The Park Audit Committee, if unsatisfied with the response. The Park Audit Committee has established confidential procedures to protect the identity of individuals reporting such concerns. Associates may also use the Park Improvement Line for this purpose.
Any officer or associate who becomes aware of a material event or fact involving Park that has not been publicly disclosed must immediately report it to: Park's Chairman; Park’s CEO; Park’s President; Park’s Chief Financial Officer; or The relevant Bank Regional or Market President.
5.20 Post-Employment Activities
Upon leaving employment or their role with Park, officers, directors, associates, and agents must not take any Park Confidential Information with them, regardless of its form, whether physical or electronic. This includes, but is not limited to, trade secrets, customer lists, customer information, financial data, marketing plans, intellectual property, and internal operational details. Associates are obligated to return all company property and devices, and to ensure that no confidential or proprietary information remains in their possession, on personal devices, or in cloud storage. Unauthorized removal, retention, use, or disclosure of Park information, including Confidential Information, after departure is strictly prohibited and may result in legal action.
Departing individuals remain legally obligated not to disclose or use for personal purposes any confidential or proprietary information obtained during their association with Park. This includes: (a) Confidential information about Park; (b) Information about Park’s customers, vendors or business partners. Departing officers, directors, associates,
and agents are expected to refrain from: (a) Disparaging Park; or (b) Engaging in any activity that could damage Park’s reputation or business, as such conduct may also be unlawful.
6.Exceptions, Escalation, Interpretation, and Enforcement
Exceptions to this Policy may only be made at the discretion of the Policy Owner or Policy Contact. Material exceptions arising under the Policy will be escalated to the Policy Owner, Policy Administrator, and Park Council, or to the Board of Directors if the context requires. Any exceptions to this Policy shall be documented and be retained by the Policy Contact. If the Policy Owner or Policy Contact deems necessary, the exception will be reported to the Board of Directors. Interpretation and questions about this Policy should be addressed to the Policy Owner or Policy Contact. Enforcement of this Policy is the responsibility of the Policy Owner or Policy Contact.
6.1 Violation of Policies
There are many policies that are very important to Park and its operations. Nothing herein shall relieve any officer, director, associate, or agent of Park from complying with all other applicable Park policies. Violations of any of Park's Board-approved policies may be cause for disciplinary action, including termination of employment or service.
Park requires full compliance with this Policy. Associates are encouraged to report any violation of this Policy to their supervisor, the Internal Audit Department, the Human Resources Department, or to the relevant Bank Regional or Market President. Officers and directors must report any violation of this Policy to the Park Audit Committee. Officers, directors, associates, and agents may also report suspected violations of this Policy to a senior officer, the Human Resources Department, the Internal Audit Department, or the Park Improvement Line. Park will not permit any retaliation against an officer, director, associate, or agent who properly reports (to the appropriate personnel) a matter that he or she believes, in good faith, to be a violation of this Policy or anyone who participates in any investigation of any such violation. Reports to the Audit Committee may be made on a confidential basis. Any officer, director, associate, or agent who is found to have violated this Policy may be subject to discipline, including termination of employment or service.
The Audit Committee shall investigate any alleged violation of this Policy by any of Park's officers, directors, associates, or agents. If the Audit Committee determines that a violation of this Policy has occurred, the Audit Committee shall be authorized to take any action it deems appropriate. If the violation involves an executive officer or director of Park, the Audit Committee shall notify Park's Board of Directors, and the Board of Directors shall take such action as it deems appropriate. In the event the Board of Directors recognizes that a violation by an executive officer or a director of Park has occurred but elects not to take any remedial or other action against the offending executive officer or director, Park shall disclose the facts and circumstances of the decision by Park’s Board of Directors to waive the violation of this Policy as may be required under applicable laws, rules and regulations, or the requirements of the U.S. Securities and Exchange Commission or NYSE American by posting the same on Park's web site or by any other permissible means.
Nothing in this Policy affects the general policy of Park that employment is at will and can be terminated by Park or the associate at any time and for any or no reason.
7.Review Requirements
This Policy will be reviewed annually and updated as appropriate by the Policy Owner, subject to the review of the Policy Review Committee and the Board of Director’s approval.
Appendix A: Revision History Tracking
| Version | Requestor of Change | Date | Summary of Changes | ||||||||
| 2.1 | Mark Miller / Clint Bailey | July 2025 | Migrate to new standardized template; Revisions as part of annual review | ||||||||
Appendix B: Related Policies and Supporting Documents
| Referenced Policies, Procedures, and Supporting Documents | ||
| Legal Risk Management Policy | ||
| Insider Trading Policy | ||
| Acceptable Use Policy | ||
Appendix C: Legal and Regulatory Tagging
| Applicable Laws and Regulations | ||
Appendix D: Abbreviations and Acronyms
| Acronym | Reference Name | ||||
ASSOCIATE'S ACKNOWLEDGMENT
OF PARK NATIONAL CORPORATION & PARK NATIONAL BANK
CODE OF BUSINESS CONDUCT AND ETHICS
I understand the foregoing Code of Business Conduct and Ethics (the "Policy") will not answer or resolve every question. If I am uncertain about what the right thing to do is, I know I may seek the advice and guidance of my supervisor, Human Resources representative or Regional or Market President with which my position is associated.
I UNDERSTAND THAT I MAY ALWAYS DIRECTLY REPORT ANY MATTER WHICH I BELIEVE, IN GOOD FAITH, TO BE A VIOLATION OF THE FOREGOING POLICY TO PARK’S CHAIRMAN OF THE BOARD, PARK’S CHIEF EXECUTIVE OFFICER, AND/OR PARK’S PRESIDENT, OR TO THE AUDIT COMMITTEE OF PARK'S BOARD OF DIRECTORS ON A CONFIDENTIAL BASIS. I MAY ALSO CONTACT THE PARK IMPROVEMENT LINE AT 1-800-418-6423 EXT. PRK (775) OR REPORT VIA THE WEBSITE AT www.securityvoice.com/reports.
I acknowledge understanding this Policy and agree to be bound by the terms of the Policy. By my acknowledgement, I understand I may be subject to disciplinary action, including separation of employment or service, termination of business relationship, and prosecution under applicable law for violating any of the provisions of the Policy.
DIRECTOR’S ACKNOWLEDGMENT
OF PARK NATIONAL CORPORATION & PARK NATIONAL BANK
CODE OF BUSINESS CONDUCT AND ETHICS
The foregoing Code of Business Conduct and Ethics (the "Policy") will not answer or resolve every question. If I am uncertain about what the right thing to do is, I may seek the advice and guidance of outside legal counsel to Park National Corporation and Park National Bank ("Park") or other legal counsel designated by the Audit Committee of the Board of Directors of Park.
I MAY ALWAYS DIRECTLY REPORT ANY MATTER WHICH I BELIEVE, IN GOOD FAITH, TO BE A VIOLATION OF THE FOREGOING POLICY TO THE AUDIT COMMITTEE OF PARK’S BOARD OF DIRECTORS OR THE FULL BOARD OF DIRECTORS OF PARK.
I have read and understand the foregoing Policy, have been given a copy to retain for my reference, and agree to be bound by its terms. I understand I can be subject to discipline, removal for cause as a member of the Board of Directors/Advisory Board on which I serve, and prosecution under applicable law for violating any of the provisions of the Policy.
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Signature
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Print Name
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Date