Park National (PRK) completes First Citizens deal and adds new director

Rhea-AI Filing Summary

Park National Corporation completed its merger with First Citizens Bancshares, Inc. on February 1, 2026, with Park as the surviving company. Each share of First Citizens common and Class A common stock was converted into the right to receive 0.52 Park common shares.

Immediately after closing, First Citizens National Bank merged into The Park National Bank, which remains the surviving bank. Former First Citizens chairman and CEO Jeffrey D. Agee joined Park’s board, now totaling 14 directors, and will lead the new Tennessee Region under an employment agreement with an annual base salary of $560,982.

Insights

Bank M&A and capital markets analyst

Park closes a stock-for-stock bank merger and adds regional leadership.

Park National Corporation has moved from agreement to completion of its merger with First Citizens Bancshares, Inc., using a stock-for-stock structure at an exchange ratio of 0.52 Park common shares for each First Citizens share, including Class A common stock.

The immediate combination of First Citizens National Bank into The Park National Bank consolidates operations under a single national bank charter. The creation of a Tennessee Region, led by former First Citizens CEO Jeffrey D. Agee, signals a defined geographic focus anchored by his employment agreement and board seat.

The filing also incorporates historical and pro forma financial statements for First Citizens and the combined entity, prepared as of and for periods ended September 30, 2025 and December 31, 2024. Future company reports will be the key place to see how the merger affects earnings, credit metrics, and integration costs.

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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) February 1, 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. ☐

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Introductory Note

This Current Report on Form 8-K is being filed in connection with the closing on February 1, 2026 of the merger of First Citizens Bancshares, Inc. (“First Citizens”), a Tennessee corporation, with and into Park National Corporation (“Park”), an Ohio corporation (the “Merger”), with Park as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2025 (the “Merger Agreement”), by and between Park and First Citizens.

Item 2.01 Completion of Acquisition or Disposition of Assets

On February 1, 2026, Park completed its previously announced Merger with First Citizens pursuant to the Merger Agreement.

Immediately following the Merger, and also effective as of February 1, 2026, First Citizens' wholly owned banking subsidiary,

First Citizens National Bank, a national banking association (“First Citizens National Bank”), merged 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.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of (i) First Citizens common stock, no par value per share, and (ii) First Citizens Class A common stock, no par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 0.52 of a share of common stock, no par value, of Park (the “Company Common Stock”).

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its

entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The issuance of shares of the Company Common Stock in connection with the Merger was registered under the Securities Act

of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-291969) filed by the

Company with the Securities and Exchange Commission and which became effective on December 19, 2025 (the “Registration

Statement”). The proxy statement/prospectus included in the Registration Statement contains additional information about the

Merger Agreement and the transactions contemplated thereby.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

In accordance with the terms of the Merger Agreement, as of the Effective Time, the board of directors of Park (the “Board”) was increased by one to consist of a total of 14 directors, and Jeffrey D. Agee, the former chairman of the board of directors of First Citizens, became a member of the Board. Mr. Agee was appointed to serve in the class of directors whose terms expire at Park’s 2028 annual meeting of shareholders. Mr. Agee may serve on certain committees of the Board, but no such committee appointments have been made at this time.

Mr. Agee was the Chief Executive Officer of First Citizens National Bank and First Citizens at the time of the Merger. In connection with the Merger, Mr. Agee entered into an employment agreement with Park National Bank, effective as of the Effective Time. Under the terms of the employment agreement between Mr. Agee and Park National Bank, Mr. Agee will receive an annual base salary of $560,982 and will be eligible to participate in equity or other long-term incentive compensation plans, and may receive discretionary bonuses, available to similarly situated employees. The employment agreement with Mr. Agee is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Agee will lead the new Tennessee Region of Park National Bank. As an employee-director, Mr. Agee will not receive separate compensation for his service on the Board. Instead, he will receive compensation commensurate with his position as an employee of Park National Bank.

Other than as described above and in the Merger Agreement, there are no arrangements or understandings between Mr. Agee or any other person pursuant to which Mr. Agee was selected as a director, and there are no transactions or relationships involving Mr. Agee that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Item 8.01 Other Events

On February 2, 2026, Park issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The audited consolidated financial statements of First Citizens as of and for the years ended December 31, 2024

and December 31, 2023, and the accompanying notes thereto, were included in Park’s registration statement on

Form S-4/A (File No.333-291969), filed with the Securities and Exchange Commission on December 16, 2025 (the “Amended Registration Statement”), beginning on page F-1 and are incorporated herein by reference.

The unaudited consolidated financial statements of First Citizens as of and for the nine months ended September

30, 2025, and the accompanying notes thereto, were included in Park’s Amended Registration Statement beginning on page F-48 and are incorporated herein by reference.

(b)Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet of Park as of September 30, 2025, giving effect to the Merger as if it had occurred on September 30, 2025, and the unaudited pro forma condensed combined statements of income of Park for the nine months ended September 30, 2025 and the year ended December 31, 2024, in each case giving effect to the Merger as if it had been completed on January 1, 2024, and the accompanying notes thereto, were included in Park’s Amended Registration Statement beginning on page 25 and are incorporated herein by reference.

(c)Not applicable

(d)Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.        Description

2.1    Agreement and Plan of Merger, by and between Park National Corporation and First Citizens Bancshares, Inc., dated as of October 27, 2025 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by Park National Corporation with the Securities and Exchange Commission on October 27, 2025)

10.1    Employment Agreement, dated October 27, 2025, by and between Park National Bank and Jeffrey Agee, effective as of the effective time of the Merger

99.1    News Release issued by Park National Corporation on February 2, 2026 announcing the completion of the Merger

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

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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: February 2, 2026			By:			/s/ Brady T. Burt
						Brady T. Burt
						Chief Financial Officer, Secretary and Treasurer

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FAQ

What merger did Park National Corporation (PRK) complete with First Citizens?

Park National Corporation completed a merger with First Citizens Bancshares, Inc., with Park as the surviving company. The deal also combined First Citizens National Bank into The Park National Bank, consolidating banking operations under Park’s national bank subsidiary.

What did First Citizens shareholders receive in the Park–First Citizens merger?

Each share of First Citizens common stock and Class A common stock was converted into the right to receive 0.52 share of Park National Corporation common stock. This fixed stock-for-stock exchange ratio defines the consideration for former First Citizens shareholders.

How did the merger affect Park National’s banking subsidiaries?

Immediately after the holding company merger, First Citizens National Bank merged into The Park National Bank. The Park National Bank remains the surviving national banking association, meaning combined operations now run through Park’s existing bank subsidiary structure.

What new leadership role was created at Park National after the merger?

Former First Citizens chairman and CEO Jeffrey D. Agee joined Park’s board and will lead the new Tennessee Region of The Park National Bank. His leadership role reflects Park’s strategic focus on Tennessee banking markets after the transaction.

What are the key terms of Jeffrey D. Agee’s employment with Park National Bank?

Jeffrey D. Agee entered into an employment agreement effective at the merger’s closing, providing an annual base salary of $560,982. He is also eligible for equity or other long‑term incentives and discretionary bonuses available to similarly situated employees.

How many directors does Park National Corporation have after the merger?

Upon closing of the merger, Park National Corporation increased its board size by one seat to a total of 14 directors. Jeffrey D. Agee was appointed to the class of directors whose terms expire at Park’s 2028 annual meeting of shareholders.