Welcome to our dedicated page for Park National SEC filings (Ticker: PRK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Park National Corporation and First Citizens Bancshares have agreed to an all‑stock merger in which First Citizens will be absorbed into Park. Each share of First Citizens common stock will be converted into 0.52 shares of Park common stock, with cash paid only in lieu of fractional Park shares.
Based on First Citizens shares outstanding and reserved as of December 11, 2025, Park expects to issue about 1.99 million shares, leaving former First Citizens shareholders with roughly 11% of the combined company and existing Park holders with about 89%. The companies expect the merger and subsequent bank merger to qualify as a tax‑free reorganization for most U.S. First Citizens shareholders, except for cash in lieu of fractional shares.
Completion requires separate majority approvals from holders of First Citizens voting common and Class A common stock, plus bank regulatory approvals. First Citizens shareholders have dissenters’ rights under Tennessee law and may seek cash payment of the court‑determined fair value of their shares instead of Park stock. If the agreement is terminated in specified circumstances, First Citizens may owe Park a $12.5 million termination fee.
Park National Corporation is pursuing an all-stock merger with First Citizens Bancshares, Inc. Each share of First Citizens common stock is expected to convert into 0.52 shares of Park common stock, with cash paid only in lieu of fractional Park shares. Based on shares outstanding as of December 11, 2025, Park expects to issue approximately 1.99 million shares, leaving former First Citizens shareholders owning about 11% of the combined company and existing Park holders about 89%.
The First Citizens board unanimously recommends the merger, supported by a fairness opinion from Olsen Palmer LLC, and is asking shareholders to approve the merger agreement and a related adjournment proposal at a virtual special meeting on January 21, 2026. The transaction is intended to qualify as a tax-free reorganization for most U.S. shareholders, remains subject to separate class votes of First Citizens voting and Class A common stock, multiple regulatory approvals, and appraisal (dissenters’) rights under Tennessee law. A
Park National Corporation has filed a Form S-4 for a stock-for-stock merger in which First Citizens Bancshares will merge into Park, followed by a bank-level merger of their banking subsidiaries. Each share of First Citizens common stock will be converted into 0.52 shares of Park common stock, with cash paid instead of fractional Park shares. The companies intend the deal to qualify as a tax-free “reorganization” for U.S. federal income tax purposes, except for cash in lieu of fractional shares.
First Citizens shareholders will vote at a virtual special meeting on approval of the merger agreement and any adjournment, and they have dissenters’ rights under Tennessee law to seek cash payment of the court‑appraised fair value of their shares. One First Citizens director will join the boards of Park and Park National Bank, and First Citizens executives may receive change-in-control and new employment benefits. The merger requires approvals from the Federal Reserve and OCC and is expected to close in the first quarter of 2026, subject to customary conditions and a possible $12.5 million termination fee in certain circumstances.
Park National Corporation furnished an Investor Presentation pursuant to Item 7.01, providing slides as Exhibit 99.1 and making them available on its website. The presentation’s Safe Harbor Statement text is incorporated by reference.
The filing states this communication is not an offer or solicitation. Park notes a proposed transaction with First Citizens and intends to file a Form S-4 to register Park common shares to be issued in connection with that transaction. The S-4 will include a proxy statement/prospectus, and investors are urged to review those materials when available on the SEC’s website and Park’s investor relations page.
Park National Corp (PRK) director C. Daniel DeLawder reported an acquisition of common shares. On 10/27/2025, he acquired 345 common shares at $0, awarded under the Park National Corporation 2017 Long‑Term Incentive Plan for Non‑Employee Directors.
Following the transaction, beneficial ownership was reported as 60,346 common shares direct. Indirect holdings included 26,945.075 common shares via KSOP, 12,515.498 common shares via a Managing Agency Account, and 50,232 common shares via spouse.
Park National (PRK) director Leon Zazworsky reported an insider award of common stock. On 10/27/2025, he acquired 345 common shares at $0 pursuant to the Park National Corporation 2017 Long‑Term Incentive Plan for Non‑Employee Directors.
Following the transaction, his direct beneficial ownership is 49,575 shares. The filing also lists 100 shares held indirectly through a spouse’s account, and an additional indirect interest via the Moundvest Investment Club as described.
Park National Corporation (PRK) director reported an equity award on a Form 4. On 10/27/2025, the reporting person acquired 345 common shares at $0 per share, reflecting a stock grant under the company’s 2017 Long‑Term Incentive Plan for Non‑Employee Directors.
Following the transaction, the director beneficially owned 2,681 common shares, held directly. No derivative securities were reported in this filing.
Park National Corporation (PRK) reported an insider equity award. Director Timothy S. McLain acquired 345 common shares on 10/27/2025 at $0, granted under the company’s 2017 Long-Term Incentive Plan for Non-Employee Directors.
Following this award, McLain’s directly held shares total 5,091. This filing reflects routine director equity compensation rather than an open-market purchase.
Park National Corporation (PRK)345 common shares on 10/27/2025 at $0, pursuant to the Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors.
Following the grant, Bertley beneficially owns 1,794 shares, held directly.
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