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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
Date of Report (Date of earliest event reported)January 21, 2026
PARK NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio1-1300631-1179518
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
50 North Third Street, P.O. Box 3500,Newark,Ohio43058-3500
(Address of principal executive offices) (Zip Code)
(740) 349-8451
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares, without par valuePRKNYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 - Results of Operations and Financial Condition

On January 26, 2026, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three and twelve months ended December 31, 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 December 31, 2025, September 30, 2025, and December 31, 2024 and for the twelve months ended December 31, 2025 and December 31, 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.


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Item 7.01 - Regulation FD Disclosure

Financial Results

Net income for the three months ended December 31, 2025 of $42.6 million represented a $4.0 million, or 10.4%, increase compared to $38.6 million for the three months ended December 31, 2024. Pre-tax, pre-provision net income for the three months ended December 31, 2025 of $56.5 million represented a $5.3 million, or 10.3%, increase compared to $51.3 million for the three months ended December 31, 2024.

Net income for the twelve months ended December 31, 2025 of $180.1 million represented a $28.7 million, or 18.9%, increase compared to $151.4 million for the twelve months ended December 31, 2024. Pre-tax, pre-provision net income for the twelve months ended December 31, 2025 of $232.8 million represented a $33.5 million, or 16.8%, increase compared to $199.3 million for the twelve months ended December 31, 2024.

Net income for each of the three months ended December 31, 2025, September 30, 2025 and December 31, 2024 and for the twelve months ended December 31, 2025 and December 31, 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 each quarter of 2025 and for the years ended December 31, 2025, 2024 and 2023.

(In thousands)Q4 2025Q3 2025Q2 2025Q1 2025202520242023
Net interest income$112,926 $111,017 $108,991 $104,377 $437,311 $398,019 $373,113 
Provision for credit losses 3,849 4,030 2,853 756 11,488 14,543 2,904 
Other income31,375 30,574 32,186 25,746 119,881 122,588 92,634 
Other expense87,777 79,463 78,977 78,164 324,381 321,339 309,239 
Income before income taxes$52,675 $58,098 $59,347 $51,203 $221,323 $184,725 $153,604 
    Income tax expense10,036 10,940 11,228 9,046 41,250 33,305 26,870 
Net income$42,639 $47,158 $48,119 $42,157 $180,073 $151,420 $126,734 

Net interest income of $437.3 million for the twelve months ended December 31, 2025 represented a $39.3 million, or 9.9%, increase compared to $398.0 million for the twelve months ended December 31, 2024. The increase was a result of a $21.6 million increase in interest income and a $17.7 million decrease in interest expense.

The $21.6 million increase in interest income was due to a $32.7 million increase in interest income on loans, partially offset by a $11.1 million decrease in investment income. The $32.7 million increase in interest income on loans was primarily the result of a $296.9 million (or 3.89%) increase in average loans, from $7.63 billion for the twelve months ended December 31, 2024 to $7.92 billion for the twelve months ended December 31, 2025, as well as an increase in the yield on loans, which increased 19 basis points to 6.33% for the twelve months ended December 31, 2025, compared to 6.14% for the twelve months ended December 31, 2024. The $11.1 million decrease in investment income was primarily the result of a $112.2 million (or 7.69%) decrease in average investments, including money market investments, from $1.46 billion for the twelve months ended December 31, 2024 to $1.35 billion for the twelve months ended December 31, 2025. The decrease in investment income was also due to a decrease in the yield on investments, including money market investments, which decreased 50 basis points to 3.40% for the twelve months ended December 31, 2025, compared to 3.90% for the twelve months ended December 31, 2024.

The $17.7 million decrease in interest expense was due to a $12.6 million decrease in interest expense on deposits, as well as a $5.1 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 26 basis points, from 1.97% for the twelve months ended December 31, 2024 to 1.71% for the twelve months ended December 31, 2025. This decrease was partially offset by a $137.2 million (or 2.41%) increase in average on-balance sheet interest bearing deposits from $5.70 billion for the twelve months ended December 31, 2024, to $5.83
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billion for the twelve months ended December 31, 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 in interest expense on borrowings was the result of a decrease in the cost of borrowings of 48 basis points, from 4.05% for the twelve months ended December 31, 2024 to 3.57% for the twelve months ended December 31, 2025 as well as a $101.6 million (or 32.77%) decrease in average borrowings from $310.0 million for the twelve months ended December 31, 2024, to $208.4 million for the twelve months ended December 31, 2025. The balance of average borrowings was impacted by the redemption of subordinated debt. On September 1, 2025, $175.0 million of subordinated debt was repaid, followed by an additional repayment of $15.0 million of subordinated debt on September 30, 2025.

The provision for credit losses of $11.5 million for the twelve months ended December 31, 2025 represented a decrease of $3.1 million, compared to $14.5 million for the twelve months ended December 31, 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 twelve months ended December 31, 2025 and 2024.

(Dollars in thousands)20252024$ change% change
Other income:
Income from fiduciary activities$45,770 $42,489 $3,281 7.7 %
Service charges on deposit accounts10,051 9,001 1,050 11.7 %
Other service income14,482 11,743 2,739 23.3 %
Debit card fee income25,793 25,873 (80)(0.3)%
Bank owned life insurance income6,610 7,770 (1,160)(14.9)%
ATM fees1,406 1,840 (434)(23.6)%
Pension settlement gain— 6,148 (6,148)N.M.
Loss on sale of debt securities, net(2,250)(526)(1,724)N.M.
Gain on equity securities, net4,664 3,080 1,584 51.4 %
Other components of net periodic benefit income9,376 9,263 113 1.2 %
Miscellaneous3,979 5,907 (1,928)(32.6)%
Total other income$119,881 $122,588 $(2,707)(2.2)%

Other income of $119.9 million for the twelve months ended December 31, 2025 represented a decrease of $2.7 million, or 2.2%, compared to $122.6 million for the twelve months ended December 31, 2024. The $3.3 million increase in income from fiduciary activities was largely due to a 5.7% increase in the average market value of assets under management. The $1.1 million increase in service charges on deposits was largely due to an increase in maintenance fees on deposits. The $2.7 million increase in other service income was mainly due to an increase in mortgage and commercial related other service income. The $1.2 million decrease in bank owned life insurance income was primarily related to a decrease in death benefits received during the twelve months ended December 31, 2025. The change in pension settlement gain was due to a $6.1 million pension settlement gain during the twelve months ended December 31, 2024, which was related to a combination of lump sum payouts as well as the purchase of a nonparticipating annuity contract which will provide ongoing benefits to vested and retired participants. There was no pension settlement gain during the twelve months ended December 31, 2025. The change in loss on sale of debt securities, net was due to net losses on the sale of debt securities of $526,000 recorded during the twelve months ended December 31, 2024 compared to $2.3 million net losses on the sale of debt securities during the twelve months ended December 31, 2025. The change in gain on equity securities, net was mostly due to increases in both the net gain on equity securities carried at fair value and the net gain on capital investments during the twelve months ended December 31, 2025 compared to the same period of 2024. The decrease in miscellaneous income was primarily due to a decrease in net gains on the sale and disposal of assets, largely due to the impact of strategic initiatives, and an increase in loss on sale of repossessed assets.

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The table below reflects Park's total other expense for the twelve months ended December 31, 2025 and 2024.

(Dollars in thousands)20252024$ change% change
Other expense:
Salaries$152,735 $147,311 $5,424 3.7 %
Employee benefits40,362 41,724 (1,362)(3.3)%
Occupancy expense13,379 12,816 563 4.4 %
Furniture and equipment expense8,761 9,983 (1,222)(12.2)%
Data processing fees45,269 40,564 4,705 11.6 %
Professional fees and services31,452 31,146 306 1.0 %
Marketing6,074 6,318 (244)(3.9)%
Insurance6,355 6,735 (380)(5.6)%
Communication4,519 4,097 422 10.3 %
State tax expense4,899 4,500 399 8.9 %
Amortization of intangible assets1,042 1,215 (173)(14.2)%
Foundation contributions1,000 2,000 (1,000)(50.0)%
Miscellaneous8,534 12,930 (4,396)(34.0)%
Total other expense$324,381 $321,339 $3,042 0.9 %

Total other expense of $324.4 million for the twelve months ended December 31, 2025 represented an increase of $3.0 million compared to $321.3 million for the twelve months ended December 31, 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 decrease in furniture and equipment expense was primarily due to a decrease 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 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 as well as a decrease in other miscellaneous expenses.

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The table below provides certain balance sheet information and financial ratios for Park as of or for the year ended December 31, 2025 and 2024.

(Dollars in thousands)December 31, 2025December 31, 2024% change from 12/31/24
Loans 8,051,242 7,817,128 2.99 %
Allowance for credit losses92,973 87,966 5.69 %
Net loans7,958,269 7,729,162 2.96 %
Investment securities802,142 1,100,861 (27.14)%
Total assets9,805,013 9,805,350 — %
Total deposits8,243,713 8,143,526 1.23 %
Average assets (1)
10,107,816 9,901,264 2.09 %
Efficiency ratio (2)
57.94 %61.44 %(5.70)%
Return on average assets 1.78 %1.53 %16.34 %
(1) Average assets for each of the years ended December 31, 2025 and 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 $2.7 million and $2.4 million, respectively, for the years ended December 31, 2024, respectively.

Loans

Loans outstanding at December 31, 2025 were $8.05 billion, compared to (i) $7.82 billion at December 31, 2024, an increase of $234.1 million. The table below breaks out the change in loans outstanding, by loan type.

(Dollars in thousands)December 31, 2025December 31, 2024$ change from 12/31/24% change from 12/31/24
Home equity$241,478 $203,927 $37,551 18.4 %
Installment1,843,494 1,927,168 (83,674)(4.3)%
Real estate1,482,728 1,452,833 29,895 2.1 %
Commercial4,481,519 4,230,399 251,120 5.9 %
Other2,023 2,801 (778)(27.8)%
Total loans
$8,051,242 $7,817,128 $234,114 3.0 %

Park's allowance for credit losses was $93.0 million at December 31, 2025, compared to $88.0 million at December 31, 2024, an increase of $5.0 million, or 5.7%. 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 December 31, 2025 were $8.24 billion, compared to (i) $8.33 billion at September 30, 2025, a decrease of $86.2 million and (ii) $8.14 billion at December 31, 2024, an increase of $100.2 million. Total deposits including off balance sheet deposits at December 31, 2025 were $8.35 billion, compared to (i) $8.48 billion at September 30, 2025, a decrease of $131.8 million and (ii) $8.26 billion at December 31, 2024, an increase of $90.3 million.

(Dollars in thousands)December 31, 2025September 30, 2025December 31, 2024$ change from 09/30/25% change from 09/30/25$ change from 12/31/24% change from 12/31/24
Non-interest bearing deposits$2,656,093 $2,601,666 $2,612,708 $54,427 2.1 %$43,385 1.7 %
Transaction accounts2,032,497 2,141,681 1,939,755 (109,184)(5.1)%92,742 4.8 %
Savings2,765,171 2,793,163 2,679,280 (27,992)(1.0)%85,891 3.2 %
Certificates of deposit772,952 773,514 735,297 (562)(0.1)%37,655 5.1 %
Brokered and bid CD deposits17,000 19,900 176,486 (2,900)(14.6)%(159,486)(90.4)%
Total deposits$8,243,713 $8,329,924 $8,143,526 $(86,211)(1.0)%$100,187 1.2 %
Off balance sheet deposits$105,265 $150,823 $115,186 (45,558)(30.2)%(9,921)(8.6)%
Total deposits including off balance sheet deposits$8,348,978 $8,480,747 $8,258,712 (131,769)(1.6)%90,266 1.1 %

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)December 31, 2025September 30, 2025December 31, 2024$ change from 09/30/25% change from 09/30/25$ change from 12/31/24% change from 12/31/24
Retail deposits$4,081,871 $3,963,727 $4,035,351 $118,144 3.0 %$46,520 1.2 %
Commercial deposits4,144,842 4,346,297 3,931,689 (201,455)(4.6)%$213,153 5.4 %
Brokered and bid CD deposits17,000 19,900 176,486 (2,900)(14.6)%$(159,486)(90.4)%
Total deposits$8,243,713 $8,329,924 $8,143,526 $(86,211)(1.0)%$100,187 1.2 %
Off balance sheet deposits105,265 150,823 115,186 $(45,558)(30.2)%$(9,921)(8.6)%
Total deposits including off balance sheet deposits$8,348,978 $8,480,747 $8,258,712 $(131,769)(1.6)%$90,266 1.1 %
Total deposits including off balance sheet deposits excluding Brokered and bid CD deposits$8,331,978 $8,460,847 $8,082,226 $(128,869)(1.5)%$249,752 3.1 %
Noninterest bearing deposits to total deposits32.2 %31.2 %32.1 %

During the year ended December 31, 2025, total deposits including off balance sheet deposits increased by $90.3 million, or 1.1%. This increase consisted of a $213.2 million increase in total commercial deposits and a $46.5 million increase in retail deposits, partially offset by a $159.5 million decrease in brokered and bid CD deposits and a $9.9 million decrease in off balance sheet 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)December 31, 2025September 30, 2025December 31, 2024$ change from 09/30/25% change from 09/30/25$ change from 12/31/24% change from 12/31/24
Public funds included in commercial deposits$1,320,070 $1,499,941 $1,278,325 $(179,871)(12.0)%$41,745 3.3 %
Bid Ohio CDs17,000 19,900 76,497 $(2,900)(14.6)%$(59,497)(77.8)%
Total public fund deposits$1,337,070 $1,519,841 $1,354,822 $(182,771)(12.0)%$(17,752)(1.3)%
Cost of public fund deposits1.94 %1.97 %2.36 %
Cost of total interest bearing deposits 1.71 %1.74 %1.97 %

As of December 31, 2025, Park had approximately $1.5 billion of uninsured deposits, which was 18.5% of total deposits. Uninsured deposits of $1.5 billion included $382.6 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 year ended December 31, 2025 of $11.5 million, compared to $14.5 million for the year ended December 31, 2024. Net charge-offs were $6.5 million, or 0.08%, of total average loans, for the year ended December 31, 2025, compared to $10.3 million, or 0.14%, of total average loans, for the year ended December 31, 2024.

The table below provides additional information related to Park's allowance for credit losses as of December 31, 2025 and December 31, 2024.

(Dollars in thousands)12/31/202512/31/2024
Total allowance for credit losses$92,973 $87,966 
Allowance on accruing purchased credit deteriorated ("PCD") loans— — 
Specific reserves on individually evaluated loans - accrual— — 
Specific reserves on individually evaluated loans - nonaccrual739 1,299 
General reserves on collectively evaluated loans$92,234 $86,667 
Total loans$8,051,242 $7,817,128 
Accruing PCD loans 1,990 2,174 
Individually evaluated loans - accrual18,365 15,290 
Individually evaluated loans - nonaccrual46,924 53,149 
Collectively evaluated loans$7,983,963 $7,746,515 
Total allowance for credit losses as a % of total loans1.15 %1.13 %
General reserve as a % of collectively evaluated loans 1.16 %1.12 %

The total allowance for credit losses of $93.0 million at December 31, 2025 represented a $5.0 million, or 5.7%, increase compared to $88.0 million at December 31, 2024. The increase was due to a $5.6 million increase in general reserves and a $560,000 decrease in specific reserves.


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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; (32) the ability to integrate the operations of First Citizens Bancshares, Inc. into those of Park and the effects of the merger on Park’s future financial condition, results of operations, strategy and plans; and (33) 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.



10


Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on January 26, 2026, the Park Board declared a $1.10 per common share quarterly cash dividend in respect of Park's common shares. The cash dividend is payable on March 10, 2026 to common shareholders of record as of the close of business on February 20, 2026. 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.

Merger and Acquisition
As previously announced, on October 27, 2025, Park entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Citizens Bancshares, Inc. (“First Citizens”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Citizens would merge with and into Park (the “Merger”), with Park continuing as the surviving corporation in the Merger. Immediately following the Merger, Park will cause First Citizens' wholly owned banking subsidiary, First Citizens National Bank, a national banking association (“First Citizens National Bank”), to merge with and into Park's wholly owned banking subsidiary, The Park National Bank, a national banking association (“Park National Bank”) (the “Bank Merger”), with Park National Bank continuing as the surviving bank in the Bank Merger.

The shareholders of First Citizens' approved and adopted the Merger Agreement at a special meeting of First Citizens' shareholders held on January 21, 2026. Previously, the Office of the Comptroller of the Currency approved the Bank Merger and the Federal Reserve Bank of Cleveland approved Park's request of waiver. The Merger and Bank Merger are currently expected to be completed on February 1, 2026, subject to the satisfaction of customary closing conditions set forth in the Merger Agreement.


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 by Park National Corporation on January 26, 2026 addressing financial results for the three months and twelve months ended December 31, 2025 and declaration of quarterly cash dividend

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

11






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: January 26, 2026By:/s/ Brady T. Burt
  Brady T. Burt
  Chief Financial Officer, Secretary and Treasurer
   

12

image.jpg

January 26, 2026                                        Exhibit 99.1

Park National Corporation reports 2025 results and increase to quarterly cash dividend

NEWARK, Ohio ‒ Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the fourth quarter and full year of 2025. Park's board of directors declared a quarterly cash dividend of $1.10 per common share, payable on March 10, 2026, to common shareholders of record as of February 20, 2026.

“Our performance reflects the hard work and dedication our associates demonstrate in service to others,” said Park Chairman David Trautman. “With earnings and dividends at their highest levels, we’re delivering solid value for our fellow shareholders. We will build on this momentum by staying true to our purpose of helping everyone with whom we come in contact flourish.”

Park’s net income for the fourth quarter of 2025 was $42.6 million, a 10.4 percent increase from $38.6 million for the fourth quarter of 2024. Fourth quarter 2025 net income per diluted common share was $2.63, compared to $2.37 for the fourth quarter of 2024. Park's net income for the full year of 2025 was $180.1 million, an 18.9 percent increase from $151.4 million for the full year of 2024. Net income per diluted common share for the full year of 2025 was $11.11 compared to $9.32 for the full year of 2024.

“Our loan and deposit growth demonstrate the strength of our relationships and the trust our customers place in us,” said Park CEO & President Matthew Miller. “Looking ahead to the expected closing of First Citizens Bancshares, Inc. on February 1, 2026, we’re energized by the opportunities the partnership will create. The upcoming close is possible because of the dedication of our Park colleagues and our new colleagues from First Citizens. We are grateful for every opportunity to serve our customers and communities.”

Park’s total loans increased 3.0 percent during 2025. Park's total deposits increased 1.2 percent during 2025, with an increase of 1.1 percent including off balance sheet deposits. The combination of solid loan growth and steady deposits contributed to Park's success in 2025.

Headquartered in Newark, Ohio, Park National Corporation has $9.8 billion in total assets (as of December 31, 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), 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; (32) the ability to integrate the operations of First Citizens Bancshares, Inc. into those of Park and the effects of the merger on Park’s future financial condition, results of operations, strategy and plans; and (33) 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 December 31, 2025, September 30, 2025 and December 31, 2024     
       
 202520252024 Percent change 4Q '25 vs.
(in thousands, except common share and per common share data and ratios)4th QTR3rd QTR4th QTR 3Q '254Q '24
INCOME STATEMENT:    
Net interest income$112,926 $111,017 $103,445  1.7  %9.2  %
Provision for credit losses3,849 4,030 3,935  (4.5) %(2.2) %
Other income31,375 30,574 31,064  2.6  %1.0  %
Other expense87,777 79,463 83,241  10.5  %5.4  %
Income before income taxes$52,675 $58,098 $47,333  (9.3)%11.3  %
Income taxes10,036 10,940 8,703  (8.3)%15.3  %
Net income$42,639 $47,158 $38,630  (9.6)%10.4  %
     
MARKET DATA:    
Earnings per common share - basic (a)$2.65 $2.93 $2.39  (9.6)%10.9 %
Earnings per common share - diluted (a)2.63 2.92 2.37  (9.9)%11.0 %
Quarterly cash dividend declared per common share1.07 1.07 1.06  — %0.9 %
Special cash dividend declared per common share1.25 — 0.50 N.M.150.0 %
Book value per common share at period end84.14 82.87 76.98  1.5 %9.3 %
Market price per common share at period end152.18 162.53 171.43  (6.4)%(11.2)%
Market capitalization at period end2,446,790 2,612,076 2,770,134  (6.3)%(11.7)%
    
Weighted average common shares - basic (b)16,076,308 16,071,347 16,156,827  — %(0.5)%
Weighted average common shares - diluted (b)16,183,706 16,173,271 16,283,701  0.1 %(0.6)%
Common shares outstanding at period end16,078,262 16,071,347 16,158,982  — %(0.5)%
    
PERFORMANCE RATIOS: (annualized)   
Return on average assets (a)(b)1.68 %1.83 %1.54 % (8.2) %9.1  %
Return on average shareholders' equity (a)(b)12.61 %14.19 %12.32 % (11.1) %2.4  %
Yield on loans6.34 %6.34 %6.21 % —  %2.1  %
Yield on investment securities2.84 %3.04 %3.46 % (6.6) %(17.9) %
Yield on money market instruments3.94 %4.44 %4.75 % (11.3) %(17.1) %
Yield on interest earning assets5.91 %5.90 %5.82 % 0.2  %1.5  %
Cost of interest bearing deposits1.61 %1.74 %1.90 % (7.5) %(15.3) %
Cost of borrowings1.31 %3.55 %3.86 % (63.1) %(66.1) %
Cost of paying interest bearing liabilities1.61 %1.80 %1.99 % (10.6) %(19.1) %
Net interest margin (g)4.88 %4.72 %4.51 % 3.4  %8.2  %
Efficiency ratio (g)60.54 %55.85 %61.60 % 8.4  %(1.7) %
    
OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:
Tangible book value per common share (d)$74.06 $72.77 $66.89 1.8  %10.7  %
Average interest earning assets9,230,035 9,388,308 9,176,540 (1.7) %0.6  %
Pre-tax, pre-provision net income (j)56,524 62,128 51,268 (9.0) %10.3  %
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 December 31, 2025, September 30, 2025 and December 31, 2024     
    Percent change 4Q '25 vs.
(in thousands, except ratios)December 31, 2025September 30, 2025December 31, 2024 3Q '254Q '24
BALANCE SHEET:    
Investment securities$802,142 $926,934 $1,100,861  (13.5) %(27.1) %
Loans8,051,242 7,992,753 7,817,128  0.7  %3.0  %
Allowance for credit losses92,973 91,758 87,966  1.3  %5.7  %
Goodwill and other intangible assets161,990 162,237 163,032  (0.2) %(0.6) %
Other real estate owned (OREO)729 638 938  14.3  %(22.3) %
Total assets9,805,013 9,862,068 9,805,350  (0.6) %—  %
Total deposits8,243,713 8,329,924 8,143,526  (1.0) %1.2  %
Borrowings81,711 78,126 280,083  4.6  %(70.8) %
Total shareholders' equity1,352,793 1,331,821 1,243,848  1.6  %8.8  %
Tangible equity (d)1,190,803 1,169,584 1,080,816  1.8  %10.2  %
Total nonperforming loans 69,253 90,571 69,932  (23.5) %(1.0) %
Total nonperforming assets69,982 91,209 70,870  (23.3) %(1.3) %
    
ASSET QUALITY RATIOS:   
Loans as a % of period end total assets82.11 %81.05 %79.72 % 1.3  %3.0  %
Total nonperforming loans as a % of period end loans0.86 %1.13 %0.89 % (23.9) %(3.4) %
Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets0.87 %1.14 %0.91 % (23.7) %(4.4) %
Allowance for credit losses as a % of period end loans1.15 %1.15 %1.13 % —  %1.8  %
Net loan charge-offs$2,634 $2,057 $3,206  28.1  %(17.8) %
Annualized net loan charge-offs as a % of average loans (b)0.13  %0.10  %0.16  % 30.0  %(18.8) %
    
CAPITAL & LIQUIDITY:   
Total shareholders' equity / Period end total assets13.80  %13.50  %12.69  % 2.2  %8.7  %
Tangible equity (d) / Tangible assets (f)12.35  %12.06  %11.21  % 2.4  %10.2  %
Average shareholders' equity / Average assets (b)13.32  %12.88  %12.47  % 3.4  %6.8  %
Average shareholders' equity / Average loans (b)16.77  %16.60  %16.08  % 1.0  %4.3  %
Average loans / Average deposits (b)93.98  %92.68  %93.00  % 1.4  %1.1  %
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
Year ended December 31, 2025 and December 31, 2024   
     
  
(in thousands, except common share and per common share data and ratios)20252024 Percent change '25 vs '24
INCOME STATEMENT:   
Net interest income$437,311 $398,019  9.9  %
Provision for credit losses11,488 14,543  (21.0) %
Other income119,881 122,588  (2.2) %
Other expense324,381 321,339  0.9  %
Income before income taxes$221,323 $184,725  19.8 %
Income taxes41,250 33,305  23.9 %
Net income$180,073 $151,420  18.9 %
    
MARKET DATA:   
Earnings per common share - basic (a)$11.18 $9.38  19.2 %
Earnings per common share - diluted (a)11.11 9.32  19.2 %
Quarterly cash dividend declared per common share4.28 4.24  0.9 %
Special cash dividend declared per common share1.25 0.50 150.0 %
   
Weighted average common shares - basic (b)16,109,237 16,143,708  (0.2)%
Weighted average common shares - diluted (b)16,202,910 16,244,797  (0.3)%
   
PERFORMANCE RATIOS:  
Return on average assets (a)(b)1.78 %1.53 % 16.3  %
Return on average shareholders' equity (a)(b)13.80 %12.65 % 9.1  %
Yield on loans6.33 %6.14 % 3.1  %
Yield on investment securities3.10 %3.74 % (17.1) %
Yield on money market instruments4.29 %5.16 % (16.9) %
Yield on interest earning assets5.90 %5.78 % 2.1  %
Cost of interest bearing deposits1.71 %1.97 % (13.2) %
Cost of borrowings3.57 %4.05 % (11.9) %
Cost of paying interest bearing liabilities1.77 %2.08 % (14.9) %
Net interest margin (g)4.75 %4.41 % 7.7  %
Efficiency ratio (g)57.94 %61.44 % (5.7) %
   
ASSET QUALITY RATIOS:
Net loan charge-offs$6,481 $10,322 (37.2) %
Net loan charge-offs as a % of average loans (b)0.08 %0.14 %(42.9) %
CAPITAL & LIQUIDITY
Average shareholders' equity / Average Assets (b)12.91 %12.09 %6.8  %
Average shareholders' equity / Average loans (b)16.47 %15.69 %5.0  %
Average loans / Average deposits (b)93.64 %92.34 %1.4  %
OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:
Average interest earning assets9,270,563 9,085,850 2.0  %
Pre-tax, pre-provision net income (j)232,811 199,268 16.8  %
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 EndedTwelve Month Ended
December 31December 31
(in thousands, except share and per share data)2025202420252024
Interest income:
   Interest and fees on loans$127,443 $120,870 $500,282 $467,602 
   Interest on debt securities:
Taxable4,267 8,641 23,734 41,718 
Tax-exempt1,487 1,351 5,779 5,524 
   Other interest income3,695 2,751 14,745 8,121 
         Total interest income136,892 133,613 544,540 522,965 
Interest expense:
   Interest on deposits:
      Demand and savings deposits18,431 19,802 76,421 82,789 
      Time deposits5,267 7,658 23,359 29,594 
   Interest on borrowings268 2,708 7,449 12,563 
      Total interest expense23,966 30,168 107,229 124,946 
         Net interest income112,926 103,445 437,311 398,019 
Provision for credit losses3,849 3,935 11,488 14,543 
         Net interest income after provision for credit losses109,077 99,510 425,823 383,476 
Other income31,375 31,064 119,881 122,588 
Other expense87,777 83,241 324,381 321,339 
         Income before income taxes52,675 47,333 221,323 184,725 
Income taxes10,036 8,703 41,250 33,305 
         Net income$42,639 $38,630 $180,073 $151,420 
Per common share:
         Net income - basic$2.65 $2.39 $11.18 $9.38 
         Net income - diluted$2.63 $2.37 $11.11 $9.32 
         Weighted average common shares - basic16,076,308 16,156,827 16,109,237 16,143,708 
         Weighted average common shares - diluted16,183,706 16,283,701 16,202,910 16,244,797 
        Cash dividends declared:
Quarterly dividend$1.07 $1.06 $4.28 $4.24 
Special dividend$1.25 $0.50 $1.25 $0.50 



Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com

 
PARK NATIONAL CORPORATION 
Consolidated Balance Sheets
   
(in thousands, except share data)December 31, 2025December 31, 2024
  
Assets 
 
Cash and due from banks$137,239 $122,363 
Money market instruments96,274 38,203 
Investment securities802,142 1,100,861 
Loans8,051,242 7,817,128 
Allowance for credit losses(92,973)(87,966)
Loans, net7,958,269 7,729,162 
Bank premises and equipment, net61,627 69,522 
Goodwill and other intangible assets161,990 163,032 
Other real estate owned729 938 
Other assets586,743 581,269 
Total assets$9,805,013 $9,805,350 
  
Liabilities and Shareholders' Equity 
  
Deposits:
Noninterest bearing$2,656,093 $2,612,708 
Interest bearing5,587,620 5,530,818 
Total deposits8,243,713 8,143,526 
Borrowings81,711 280,083 
Other liabilities126,796 137,893 
Total liabilities$8,452,220 $8,561,502 
  
  
Shareholders' Equity: 
Preferred shares (200,000 shares authorized; no shares outstanding at December 31, 2025 or December 31, 2024)$— $— 
Common shares (No par value; 40,000,000 shares authorized at December 31, 2025 and 20,000,000 at December 31, 2024; 17,623,104 shares issued at December 31, 2025 and December 31, 2024)465,032 463,706 
Accumulated other comprehensive loss, net of taxes(12,739)(46,175)
Retained earnings1,067,823 977,599 
Treasury shares (1,544,842 shares at December 31, 2025 and 1,464,122 shares at December 31, 2024)(167,323)(151,282)
Total shareholders' equity$1,352,793 $1,243,848 
Total liabilities and shareholders' equity$9,805,013 $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 EndedTwelve Months Ended
 December 31,December 31,
(in thousands)2025202420252024
  
Assets 
  
Cash and due from banks$113,086 $122,949 $119,607 $129,070 
Money market instruments371,626 230,591 343,612 157,292 
Investment securities 864,627 1,167,467 993,339 1,265,680 
Loans7,998,159 7,757,229 7,924,342 7,627,419 
Allowance for credit losses(92,848)(87,608)(90,254)(85,930)
Loans, net7,905,311 7,669,621 7,834,088 7,541,489 
Bank premises and equipment, net62,521 70,615 65,272 72,689 
Goodwill and other intangible assets162,152 163,221 162,536 163,669 
Other real estate owned671 1,079 570 1,192 
Other assets589,466 582,785 588,792 570,183 
Total assets$10,069,460 $10,008,328 $10,107,816 $9,901,264 
  
  
Liabilities and Shareholders' Equity 
  
Deposits:
Noninterest bearing$2,673,397 $2,593,128 $2,629,132 $2,564,009 
Interest bearing5,837,476 5,747,671 5,833,360 5,696,185 
Total deposits8,510,873 8,340,799 8,462,492 8,260,194 
Borrowings81,180 279,149 208,420 309,996 
Other liabilities136,008 140,700 131,679 133,954 
Total liabilities$8,728,061 $8,760,648 $8,802,591 $8,704,144 
  
Shareholders' Equity: 
Preferred shares$— $— $— $— 
Common shares463,633 462,146 462,444 461,433 
Accumulated other comprehensive loss, net of taxes(20,861)(41,229)(31,191)(60,619)
Retained earnings1,066,169 978,267 1,035,307 949,160 
Treasury shares(167,542)(151,504)(161,335)(152,854)
Total shareholders' equity$1,341,399 $1,247,680 $1,305,225 $1,197,120 
Total liabilities and shareholders' equity$10,069,460 $10,008,328 $10,107,816 $9,901,264 



Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com

 
PARK NATIONAL CORPORATION 
Consolidated Statements of Income - Linked Quarters
    
 20252025202520252024
(in thousands, except per share data)4th QTR3rd QTR2nd QTR1st QTR4th QTR
  
Interest income: 
Interest and fees on loans $127,443 $126,648 $125,543 $120,648 $120,870 
Interest on debt securities:
Taxable4,267 5,644 6,693 7,130 8,641 
Tax-exempt1,487 1,520 1,503 1,269 1,351 
Other interest income3,695 5,140 2,757 3,153 2,751 
Total interest income136,892 138,952 136,496 132,200 133,613 
  
Interest expense: 
Interest on deposits:
Demand and savings deposits18,431 20,499 19,055 18,436 19,802 
Time deposits5,267 5,501 5,821 6,770 7,658 
Interest on borrowings268 1,935 2,629 2,617 2,708 
Total interest expense23,966 27,935 27,505 27,823 30,168 
  
Net interest income112,926 111,017 108,991 104,377 103,445 
  
Provision for credit losses3,849 4,030 2,853 756 3,935 
  
Net interest income after provision for credit losses109,077 106,987 106,138 103,621 99,510 
  
Other income31,375 30,574 32,186 25,746 31,064 
Other expense87,777 79,463 78,977 78,164 83,241 
  
Income before income taxes52,675 58,098 59,347 51,203 47,333 
  
Income taxes10,036 10,940 11,228 9,046 8,703 
 
Net income $42,639 $47,158 $48,119 $42,157 $38,630 
  
Per common share:
Net income - basic$2.65 $2.93 $2.98 $2.61 $2.39 
Net income - diluted$2.63 $2.92 $2.97 $2.60 $2.37 




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
    
 20252025202520252024
(in thousands)4th QTR3rd QTR2nd QTR1st QTR4th QTR
 
Other income:
Income from fiduciary activities$11,839 $11,315 $11,622 $10,994 $11,122 
Service charges on deposit accounts2,552 2,578 2,514 2,407 2,319 
Other service income4,099 3,716 3,731 2,936 3,277 
Debit card fee income6,493 6,604 6,607 6,089 6,511 
Bank owned life insurance income1,777 1,559 1,762 1,512 1,519 
ATM fees333 371 367 335 415 
Pension settlement gain— — — — 365 
Loss on sale of debt securities, net(2,250)— — — (128)
Gain (loss) on equity securities, net3,595 (549)2,480 (862)1,852 
Other components of net periodic benefit income2,344 2,344 2,344 2,344 2,651 
Miscellaneous593 2,636 759 (9)1,161 
Total other income$31,375 $30,574 $32,186 $25,746 $31,064 
Other expense:
Salaries$39,315 $38,644 $38,560 $36,216 $37,254 
Employee benefits10,846 9,892 9,108 10,516 10,129 
Occupancy expense3,349 3,242 3,269 3,519 2,929 
Furniture and equipment expense2,007 2,219 2,234 2,301 2,375 
Data processing fees12,188 11,531 11,021 10,529 10,450 
Professional fees and services9,275 7,475 7,395 7,307 10,465 
Marketing1,744 1,507 1,295 1,528 1,949 
Insurance1,534 1,468 1,667 1,686 1,600 
Communication1,137 1,239 941 1,202 1,104 
State tax expense1,181 1,182 1,350 1,186 1,145 
Amortization of intangible assets247 248 273 274 288 
Foundation contributions1,000 — — — — 
Miscellaneous3,954 816 1,864 1,900 3,553 
Total other expense$87,777 $79,463 $78,977 $78,164 $83,241 



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)20252024202320222021
 
Allowance for credit losses:
Allowance for credit losses, beginning of period$87,966 $83,745 $85,379 $83,197 $85,675 
Cumulative change in accounting principle; adoption of ASU 2022-02 in 2023 and ASU 2016-13 in 2021— — 383 — 6,090 
Charge-offs16,624 18,334 10,863 9,133 5,093 
Recoveries10,143 8,012 5,942 6,758 8,441 
Net charge-offs (recoveries) 6,481 10,322 4,921 2,375 (3,348)
Provision for (recovery of) credit losses11,488 14,543 2,904 4,557 (11,916)
Allowance for credit losses, end of period$92,973 $87,966 $83,745 $85,379 $83,197 
General reserve trends:
Allowance for credit losses, end of period$92,973 $87,966 $83,745 $85,379 $83,197 
Allowance on accruing purchased credit deteriorated ("PCD") loans — — — — — 
Specific reserves on individually evaluated loans - accrual— — — — 42 
Specific reserves on individually evaluated loans - nonaccrual739 1,299 4,983 3,566 1,574 
General reserves on collectively evaluated loans$92,234 $86,667 $78,762 $81,813 $81,581 
 
Total loans$8,051,242 $7,817,128 $7,476,221 $7,141,891 $6,871,122 
Accruing PCD loans (PCI loans for years 2020 and prior)1,990 2,174 2,835 4,653 7,149 
Individually evaluated loans - accrual (k)18,365 15,290 — 11,477 17,517 
Individually evaluated loans - nonaccrual46,924 53,149 45,215 66,864 56,985 
Collectively evaluated loans$7,983,963 $7,746,515 $7,428,171 $7,058,897 $6,789,471 
 
Asset Quality Ratios:
Net charge-offs (recoveries) as a % of average loans0.08  %0.14  %0.07  %0.03  %(0.05) %
Allowance for credit losses as a % of period end loans 1.15  %1.13  %1.12  %1.20  %1.21  %
General reserve as a % of collectively evaluated loans 1.16  %1.12  %1.06  %1.16  %1.20  %
 
Nonperforming assets:
Nonaccrual loans$66,515 $68,178 $60,259 $79,696 $72,722 
Accruing troubled debt restructurings (for years 2022 and prior) (k)N.A.N.A.N.A.20,134 28,323 
Loans past due 90 days or more2,738 1,754 859 1,281 1,607 
Total nonperforming loans$69,253 $69,932 $61,118 $101,111 $102,652 
Other real estate owned 729 938 983 1,354 775 
Other nonperforming assets — — — — 2,750 
Total nonperforming assets$69,982 $70,870 $62,101 $102,465 $106,177 
Percentage of nonaccrual loans to period end loans0.83  %0.87  %0.81  %1.12  %1.06  %
Percentage of nonperforming loans to period end loans0.86  %0.89  %0.82  %1.42  %1.49  %
Percentage of nonperforming assets to period end loans0.87  %0.91  %0.83  %1.43  %1.55  %
Percentage of nonperforming assets to period end total assets0.71  %0.72  %0.63  %1.04  %1.11  %
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)20252024202320222021
 
New nonaccrual loan information:
Nonaccrual loans, beginning of period$68,178 $60,259 $79,696 $72,722 $117,368 
New nonaccrual loans87,482 65,535 48,280 64,918 38,478 
Resolved nonaccrual loans89,145 57,616 67,717 57,944 83,124 
Nonaccrual loans, end of period$66,515 $68,178 $60,259 $79,696 $72,722 
 
Individually evaluated nonaccrual commercial loan portfolio information (period end):
Unpaid principal balance$51,664 $58,158 $47,564 $68,639 $57,609 
Prior charge-offs4,740 5,009 2,349 1,775 624 
Remaining principal balance46,924 53,149 45,215 66,864 56,985 
Specific reserves739 1,299 4,983 3,566 1,574 
Book value, after specific reserves$46,185 $51,850 $40,232 $63,298 $55,411 
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 ENDEDTWELVE MONTHS ENDED
(in thousands, except share and per share data)December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Net interest income$112,926 $111,017 $103,445 $437,311 $398,019 
less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions161 164 250 668 1,154 
less interest income on former Vision Bank relationships— 5 38 2,030 54 
Net interest income - adjusted$112,765 $110,848 $103,157 $434,613 $396,811 
Provision for credit losses$3,849 $4,030 $3,935 $11,488 $14,543 
less recoveries on former Vision Bank relationships(1)(3)— (1,818)(1,304)
Provision for credit losses - adjusted$3,850 $4,033 $3,935 $13,306 $15,847 
Other income$31,375 $30,574 $31,064 $119,881 $122,588 
less loss on sale of debt securities, net(2,250)— (128)(2,250)(526)
less pension settlement gain— — 365 — 6,148 
less impact of strategic initiatives(38)778 117 (156)775 
less Vision related OREO valuation adjustments, net— — — (229)115 
less other service income related to former Vision Bank relationships3 325 299 331 312 
Other income - adjusted$33,660 $29,471 $30,411 $122,185 $115,764 
Other expense$87,777 $79,463 $83,241 $324,381 $321,339 
less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions247 248 288 1,042 1,215 
less Foundation contribution1,000 — — 1,000 2,000 
less merger related expenses related to First Citizens acquisition1,556 — — 1,556 — 
less restructuring costs989 — — 989 — 
less building demolition costs— — 44 — 458 
less direct expenses related to collection of payments on former Vision Bank loan relationships175 — 215 690 215 
Other expense - adjusted$83,810 $79,215 $82,694 $319,104 $317,451 
Tax effect of adjustments to net income identified above (i)$1,279 $(216)$(83)$644 $(1,144)
Net income - reported$42,639 $47,158 $38,630 $180,073 $151,420 
Net income - adjusted (h)$47,450 $46,347 $38,319 $182,494 $147,116 
Diluted earnings per common share$2.63 $2.92 $2.37 $11.11 $9.32 
Diluted earnings per common share, adjusted (h)$2.93 $2.87 $2.35 $11.26 $9.06 
Annualized return on average assets (a)(b)1.68 %1.83 %1.54 %1.78 %1.53 %
Annualized return on average assets, adjusted (a)(b)(h)
1.87 %1.80 %1.52 %1.81 %1.49 %
Annualized return on average tangible assets (a)(b)(e)1.71 %1.86 %1.56 %1.81 %1.56 %
Annualized return on average tangible assets, adjusted (a)(b)(e)(h)1.90 %1.83 %1.55 %1.83 %1.51 %
Annualized return on average shareholders' equity (a)(b)12.61 %14.19 %12.32 %13.80 %12.65 %
Annualized return on average shareholders' equity, adjusted (a)(b)(h)14.03 %13.95 %12.22 %13.98 %12.29 %
Annualized return on average tangible equity (a)(b)(c)14.35 %16.19 %14.17 %15.76 %14.65 %
Annualized return on average tangible equity, adjusted (a)(b)(c)(h)15.96 %15.91 %14.06 %15.97 %14.24 %
Efficiency ratio (g)60.54 %55.85 %61.60 %57.94 %61.44 %
Efficiency ratio, adjusted (g)(h)56.97 %56.18 %61.63 %57.04 %61.64 %
Annualized net interest margin (g)4.88 %4.72 %4.51 %4.75 %4.41 %
Annualized net interest margin, adjusted (g)(h)4.88 %4.71 %4.50 %4.72 %4.39 %
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 December 31, 2025, September 30, 2025, and December 31, 2024 and the twelve months ended December 31, 2025 and December 31, 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 ENDEDTWELVE MONTHS ENDED
 December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
AVERAGE SHAREHOLDERS' EQUITY$1,341,399 $1,318,277 $1,247,680 $1,305,225 $1,197,120 
Less: Average goodwill and other intangible assets162,152 162,400 163,221 162,536 163,669 
AVERAGE TANGIBLE EQUITY$1,179,247 $1,155,877 $1,084,459 $1,142,689 $1,033,451 
(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:
 December 31, 2025September 30, 2025December 31, 2024
TOTAL SHAREHOLDERS' EQUITY$1,352,793 $1,331,821 $1,243,848 
Less: Goodwill and other intangible assets161,990 162,237 163,032 
TANGIBLE EQUITY$1,190,803 $1,169,584 $1,080,816 
    
(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 ENDEDTWELVE MONTHS ENDED
 December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
AVERAGE ASSETS$10,069,460 $10,236,065 $10,008,328 $10,107,816 $9,901,264 
Less: Average goodwill and other intangible assets162,152 162,400 163,221 162,536 163,669 
AVERAGE TANGIBLE ASSETS$9,907,308 $10,073,665 $9,845,107 $9,945,280 $9,737,595 
(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:
 December 31, 2025September 30, 2025December 31, 2024
TOTAL ASSETS$9,805,013 $9,862,068 $9,805,350 
Less: Goodwill and other intangible assets161,990 162,237 163,032 
TANGIBLE ASSETS$9,643,023 $9,699,831 $9,642,318 
    
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 ENDEDTWELVE MONTHS ENDED
 December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Interest income$136,892 $138,952 $133,613 $544,540 $522,965 
Fully taxable equivalent adjustment687 685 617 2,654 2,432 
Fully taxable equivalent interest income$137,579 $139,637 $134,230 $547,194 $525,397 
Interest expense23,966 27,935 30,168 107,229 124,946 
Fully taxable equivalent net interest income$113,613 $111,702 $104,062 $439,965 $400,451 
(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 ENDEDTWELVE MONTHS ENDED
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Net income$42,639 $47,158 $38,630 $180,073 $151,420 
Plus: Income taxes10,036 10,940 8,703 41,250 33,305 
Plus: Provision for credit losses3,849 4,030 3,935 11,488 14,543 
Pre-tax, pre-provision net income$56,524 $62,128 $51,268 $232,811 $199,268 
(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