パークナショナルの適時開示・決算・その他

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)


Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street,

P.O. Box 3500,

Newark,

Ohio

43058-3500

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PRK	NYSE 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. ☐

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.

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 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 2025		Q3 2025		Q2 2025		Q1 2025		2025		2024		2023
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 income	31,375		30,574		32,186		25,746		119,881		122,588		92,634
Other expense	87,777		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 expense	10,036		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 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)	2025		2024		$ change		% change
Other income:
Income from fiduciary activities	$	45,770	$	42,489	$	3,281	7.7	%
Service charges on deposit accounts	10,051		9,001		1,050		11.7	%
Other service income	14,482		11,743		2,739		23.3	%
Debit card fee income	25,793		25,873		(80)		(0.3)	%
Bank owned life insurance income	6,610		7,770		(1,160)		(14.9)	%
ATM fees	1,406		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, net	4,664		3,080		1,584		51.4	%
Other components of net periodic benefit income	9,376		9,263		113		1.2	%
Miscellaneous	3,979		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.

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


(Dollars in thousands)	2025		2024		$ change		% change
Other expense:
Salaries	$	152,735	$	147,311	$	5,424	3.7	%
Employee benefits	40,362		41,724		(1,362)		(3.3)	%
Occupancy expense	13,379		12,816		563		4.4	%
Furniture and equipment expense	8,761		9,983		(1,222)		(12.2)	%
Data processing fees	45,269		40,564		4,705		11.6	%
Professional fees and services	31,452		31,146		306		1.0	%
Marketing	6,074		6,318		(244)		(3.9)	%
Insurance	6,355		6,735		(380)		(5.6)	%
Communication	4,519		4,097		422		10.3	%
State tax expense	4,899		4,500		399		8.9	%
Amortization of intangible assets	1,042		1,215		(173)		(14.2)	%
Foundation contributions	1,000		2,000		(1,000)		(50.0)	%
Miscellaneous	8,534		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.

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, 2025		December 31, 2024		% change from 12/31/24
Loans	8,051,242		7,817,128		2.99	%
Allowance for credit losses	92,973		87,966		5.69	%
Net loans	7,958,269		7,729,162		2.96	%
Investment securities	802,142		1,100,861		(27.14)	%
Total assets	9,805,013		9,805,350		—	%
Total deposits	8,243,713		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, 2025		December 31, 2024		$ change from 12/31/24		% change from 12/31/24
Home equity	$	241,478	$	203,927	$	37,551	18.4	%
Installment	1,843,494		1,927,168		(83,674)		(4.3)	%
Real estate	1,482,728		1,452,833		29,895		2.1	%
Commercial	4,481,519		4,230,399		251,120		5.9	%
Other	2,023		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.

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, 2025		September 30, 2025		December 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 accounts	2,032,497		2,141,681		1,939,755		(109,184)		(5.1)	%	92,742		4.8	%
Savings	2,765,171		2,793,163		2,679,280		(27,992)		(1.0)	%	85,891		3.2	%
Certificates of deposit	772,952		773,514		735,297		(562)		(0.1)	%	37,655		5.1	%
Brokered and bid CD deposits	17,000		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, 2025			September 30, 2025			December 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 deposits	4,144,842			4,346,297			3,931,689			(201,455)		(4.6)	%	$	213,153	5.4	%
Brokered and bid CD deposits	17,000			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	%
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 deposits	32.2		%	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.

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, 2025			September 30, 2025			December 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 CDs	17,000			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 deposits	1.94		%	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)	12/31/2025			12/31/2024
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 - nonaccrual	739			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 - accrual	18,365			15,290
Individually evaluated loans - nonaccrual	46,924			53,149
Collectively evaluated loans	$	7,983,963		$	7,746,515

Total allowance for credit losses as a % of total loans	1.15		%	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.

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.

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)

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

EX-99.1 2 exhibit991earningsrelease4.htm EX-99.1 Document

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, media@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, investor@parknationalbank.com

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.

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

	2025			2025			2024			Percent change 4Q '25 vs.
(in thousands, except common share and per common share data and ratios)	4th QTR			3rd QTR			4th QTR			3Q '25		4Q '24
INCOME STATEMENT:
Net interest income	$	112,926		$	111,017		$	103,445		1.7	%	9.2	%
Provision for credit losses	3,849			4,030			3,935			(4.5)	%	(2.2)	%
Other income	31,375			30,574			31,064			2.6	%	1.0	%
Other expense	87,777			79,463			83,241			10.5	%	5.4	%
Income before income taxes	$	52,675		$	58,098		$	47,333		(9.3)	%	11.3	%
Income taxes	10,036			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 share	1.07			1.07			1.06			—	%	0.9	%
Special cash dividend declared per common share	1.25			—			0.50			N.M.		150.0	%
Book value per common share at period end	84.14			82.87			76.98			1.5	%	9.3	%
Market price per common share at period end	152.18			162.53			171.43			(6.4)	%	(11.2)	%
Market capitalization at period end	2,446,790			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 end	16,078,262			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 loans	6.34		%	6.34		%	6.21		%	—	%	2.1	%
Yield on investment securities	2.84		%	3.04		%	3.46		%	(6.6)	%	(17.9)	%
Yield on money market instruments	3.94		%	4.44		%	4.75		%	(11.3)	%	(17.1)	%
Yield on interest earning assets	5.91		%	5.90		%	5.82		%	0.2	%	1.5	%
Cost of interest bearing deposits	1.61		%	1.74		%	1.90		%	(7.5)	%	(15.3)	%
Cost of borrowings	1.31		%	3.55		%	3.86		%	(63.1)	%	(66.1)	%
Cost of paying interest bearing liabilities	1.61		%	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 assets	9,230,035			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, 2025			September 30, 2025			December 31, 2024			3Q '25		4Q '24
BALANCE SHEET:
Investment securities	$	802,142		$	926,934		$	1,100,861		(13.5)	%	(27.1)	%
Loans	8,051,242			7,992,753			7,817,128			0.7	%	3.0	%
Allowance for credit losses	92,973			91,758			87,966			1.3	%	5.7	%
Goodwill and other intangible assets	161,990			162,237			163,032			(0.2)	%	(0.6)	%
Other real estate owned (OREO)	729			638			938			14.3	%	(22.3)	%
Total assets	9,805,013			9,862,068			9,805,350			(0.6)	%	—	%
Total deposits	8,243,713			8,329,924			8,143,526			(1.0)	%	1.2	%
Borrowings	81,711			78,126			280,083			4.6	%	(70.8)	%
Total shareholders' equity	1,352,793			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 assets	69,982			91,209			70,870			(23.3)	%	(1.3)	%

ASSET QUALITY RATIOS:
Loans as a % of period end total assets	82.11		%	81.05		%	79.72		%	1.3	%	3.0	%
Total nonperforming loans as a % of period end loans	0.86		%	1.13		%	0.89		%	(23.9)	%	(3.4)	%
Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets	0.87		%	1.14		%	0.91		%	(23.7)	%	(4.4)	%
Allowance for credit losses as a % of period end loans	1.15		%	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 assets	13.80		%	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)	2025			2024			Percent change '25 vs '24
INCOME STATEMENT:
Net interest income	$	437,311		$	398,019		9.9	%
Provision for credit losses	11,488			14,543			(21.0)	%
Other income	119,881			122,588			(2.2)	%
Other expense	324,381			321,339			0.9	%
Income before income taxes	$	221,323		$	184,725		19.8	%
Income taxes	41,250			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 share	4.28			4.24			0.9	%
Special cash dividend declared per common share	1.25			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 loans	6.33		%	6.14		%	3.1	%
Yield on investment securities	3.10		%	3.74		%	(17.1)	%
Yield on money market instruments	4.29		%	5.16		%	(16.9)	%
Yield on interest earning assets	5.90		%	5.78		%	2.1	%
Cost of interest bearing deposits	1.71		%	1.97		%	(13.2)	%
Cost of borrowings	3.57		%	4.05		%	(11.9)	%
Cost of paying interest bearing liabilities	1.77		%	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 assets	9,270,563			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 Ended				Twelve Month Ended
	December 31				December 31
(in thousands, except share and per share data)	2025		2024		2025		2024

Interest income:
Interest and fees on loans	$	127,443	$	120,870	$	500,282	$	467,602
Interest on debt securities:
Taxable	4,267		8,641		23,734		41,718
Tax-exempt	1,487		1,351		5,779		5,524
Other interest income	3,695		2,751		14,745		8,121
Total interest income	136,892		133,613		544,540		522,965

Interest expense:
Interest on deposits:
Demand and savings deposits	18,431		19,802		76,421		82,789
Time deposits	5,267		7,658		23,359		29,594
Interest on borrowings	268		2,708		7,449		12,563
Total interest expense	23,966		30,168		107,229		124,946

Net interest income	112,926		103,445		437,311		398,019

Provision for credit losses	3,849		3,935		11,488		14,543

Net interest income after provision for credit losses	109,077		99,510		425,823		383,476

Other income	31,375		31,064		119,881		122,588

Other expense	87,777		83,241		324,381		321,339

Income before income taxes	52,675		47,333		221,323		184,725

Income taxes	10,036		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 - basic	16,076,308		16,156,827		16,109,237		16,143,708
Weighted average common shares - diluted	16,183,706		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, 2025		December 31, 2024

Assets

Cash and due from banks	$	137,239	$	122,363
Money market instruments	96,274		38,203
Investment securities	802,142		1,100,861
Loans	8,051,242		7,817,128
Allowance for credit losses	(92,973)		(87,966)
Loans, net	7,958,269		7,729,162
Bank premises and equipment, net	61,627		69,522
Goodwill and other intangible assets	161,990		163,032
Other real estate owned	729		938
Other assets	586,743		581,269
Total assets	$	9,805,013	$	9,805,350

Liabilities and Shareholders' Equity

Deposits:
Noninterest bearing	$	2,656,093	$	2,612,708
Interest bearing	5,587,620		5,530,818
Total deposits	8,243,713		8,143,526
Borrowings	81,711		280,083
Other liabilities	126,796		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 earnings	1,067,823		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 Ended				Twelve Months Ended
	December 31,				December 31,
(in thousands)	2025		2024		2025		2024

Assets

Cash and due from banks	$	113,086	$	122,949	$	119,607	$	129,070
Money market instruments	371,626		230,591		343,612		157,292
Investment securities	864,627		1,167,467		993,339		1,265,680
Loans	7,998,159		7,757,229		7,924,342		7,627,419
Allowance for credit losses	(92,848)		(87,608)		(90,254)		(85,930)
Loans, net	7,905,311		7,669,621		7,834,088		7,541,489
Bank premises and equipment, net	62,521		70,615		65,272		72,689
Goodwill and other intangible assets	162,152		163,221		162,536		163,669
Other real estate owned	671		1,079		570		1,192
Other assets	589,466		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 bearing	5,837,476		5,747,671		5,833,360		5,696,185
Total deposits	8,510,873		8,340,799		8,462,492		8,260,194
Borrowings	81,180		279,149		208,420		309,996
Other liabilities	136,008		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 shares	463,633		462,146		462,444		461,433
Accumulated other comprehensive loss, net of taxes	(20,861)		(41,229)		(31,191)		(60,619)
Retained earnings	1,066,169		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

	2025		2025		2025		2025		2024
(in thousands, except per share data)	4th QTR		3rd QTR		2nd QTR		1st QTR		4th QTR

Interest income:
Interest and fees on loans	$	127,443	$	126,648	$	125,543	$	120,648	$	120,870
Interest on debt securities:
Taxable	4,267		5,644		6,693		7,130		8,641
Tax-exempt	1,487		1,520		1,503		1,269		1,351
Other interest income	3,695		5,140		2,757		3,153		2,751
Total interest income	136,892		138,952		136,496		132,200		133,613

Interest expense:
Interest on deposits:
Demand and savings deposits	18,431		20,499		19,055		18,436		19,802
Time deposits	5,267		5,501		5,821		6,770		7,658
Interest on borrowings	268		1,935		2,629		2,617		2,708
Total interest expense	23,966		27,935		27,505		27,823		30,168

Net interest income	112,926		111,017		108,991		104,377		103,445

Provision for credit losses	3,849		4,030		2,853		756		3,935

Net interest income after provision for credit losses	109,077		106,987		106,138		103,621		99,510

Other income	31,375		30,574		32,186		25,746		31,064

Other expense	87,777		79,463		78,977		78,164		83,241

Income before income taxes	52,675		58,098		59,347		51,203		47,333

Income taxes	10,036		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

	2025		2025		2025		2025		2024
(in thousands)	4th QTR		3rd QTR		2nd QTR		1st QTR		4th QTR

Other income:
Income from fiduciary activities	$	11,839	$	11,315	$	11,622	$	10,994	$	11,122
Service charges on deposit accounts	2,552		2,578		2,514		2,407		2,319
Other service income	4,099		3,716		3,731		2,936		3,277
Debit card fee income	6,493		6,604		6,607		6,089		6,511
Bank owned life insurance income	1,777		1,559		1,762		1,512		1,519
ATM fees	333		371		367		335		415
Pension settlement gain	—		—		—		—		365
Loss on sale of debt securities, net	(2,250)		—		—		—		(128)
Gain (loss) on equity securities, net	3,595		(549)		2,480		(862)		1,852
Other components of net periodic benefit income	2,344		2,344		2,344		2,344		2,651
Miscellaneous	593		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 benefits	10,846		9,892		9,108		10,516		10,129
Occupancy expense	3,349		3,242		3,269		3,519		2,929
Furniture and equipment expense	2,007		2,219		2,234		2,301		2,375
Data processing fees	12,188		11,531		11,021		10,529		10,450
Professional fees and services	9,275		7,475		7,395		7,307		10,465
Marketing	1,744		1,507		1,295		1,528		1,949
Insurance	1,534		1,468		1,667		1,686		1,600
Communication	1,137		1,239		941		1,202		1,104
State tax expense	1,181		1,182		1,350		1,186		1,145
Amortization of intangible assets	247		248		273		274		288
Foundation contributions	1,000		—		—		—		—
Miscellaneous	3,954		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)	2025			2024			2023			2022			2021

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-offs	16,624			18,334			10,863			9,133			5,093
Recoveries	10,143			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 losses	11,488			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 - nonaccrual	739			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 - nonaccrual	46,924			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 loans	0.08		%	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 more	2,738			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 loans	0.83		%	0.87		%	0.81		%	1.12		%	1.06		%
Percentage of nonperforming loans to period end loans	0.86		%	0.89		%	0.82		%	1.42		%	1.49		%
Percentage of nonperforming assets to period end loans	0.87		%	0.91		%	0.83		%	1.43		%	1.55		%
Percentage of nonperforming assets to period end total assets	0.71		%	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)	2025		2024		2023		2022		2021

New nonaccrual loan information:
Nonaccrual loans, beginning of period	$	68,178	$	60,259	$	79,696	$	72,722	$	117,368
New nonaccrual loans	87,482		65,535		48,280		64,918		38,478
Resolved nonaccrual loans	89,145		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-offs	4,740		5,009		2,349		1,775		624
Remaining principal balance	46,924		53,149		45,215		66,864		56,985
Specific reserves	739		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 ENDED									TWELVE MONTHS ENDED
(in thousands, except share and per share data)	December 31, 2025			September 30, 2025			December 31, 2024			December 31, 2025			December 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 acquisitions	161			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 relationships	3			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 acquisitions	247			248			288			1,042			1,215
less Foundation contribution	1,000			—			—			1,000			2,000
less merger related expenses related to First Citizens acquisition	1,556			—			—			1,556			—
less restructuring costs	989			—			—			989			—
less building demolition costs	—			—			44			—			458
less direct expenses related to collection of payments on former Vision Bank loan relationships	175			—			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 ENDED						TWELVE MONTHS ENDED
	December 31, 2025		September 30, 2025		December 31, 2024		December 31, 2025		December 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 assets	162,152		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, 2025		September 30, 2025		December 31, 2024
TOTAL SHAREHOLDERS' EQUITY	$	1,352,793	$	1,331,821	$	1,243,848
Less: Goodwill and other intangible assets	161,990		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 ENDED						TWELVE MONTHS ENDED
	December 31, 2025		September 30, 2025		December 31, 2024		December 31, 2025		December 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 assets	162,152		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, 2025		September 30, 2025		December 31, 2024
TOTAL ASSETS	$	9,805,013	$	9,862,068	$	9,805,350
Less: Goodwill and other intangible assets	161,990		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 ENDED						TWELVE MONTHS ENDED
	December 31, 2025		September 30, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Interest income	$	136,892	$	138,952	$	133,613	$	544,540	$	522,965
Fully taxable equivalent adjustment	687		685		617		2,654		2,432
Fully taxable equivalent interest income	$	137,579	$	139,637	$	134,230	$	547,194	$	525,397
Interest expense	23,966		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 ENDED						TWELVE MONTHS ENDED
	December 31, 2025		September 30, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Net income	$	42,639	$	47,158	$	38,630	$	180,073	$	151,420
Plus: Income taxes	10,036		10,940		8,703		41,250		33,305
Plus: Provision for credit losses	3,849		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