Park National chair updates PBRSU share withholding

Park National Corporation’s chairman David L. Trautman reported amended compensation-related share activity tied to performance-based restricted stock units (PBRSUs).

Rhea-AI Filing Summary

Park National Corporation’s chairman David L. Trautman reported amended compensation-related share activity tied to performance-based restricted stock units (PBRSUs). On March 31, 2026, 1,717.5 PBRSUs converted one-for-one into common shares following certification of performance and satisfaction of service-based vesting conditions.

He also received a new grant of 2,212.5 PBRSUs and acquired 2,212.5 common shares upon vesting, all at no cash cost. A total of 985.641 and 760.562 common shares were withheld at $163.45 per share to satisfy tax obligations. After these transactions, he directly owned about 47,109 common shares. This amendment corrects the previously reported number of shares withheld for taxes.

Insider Trade Summary

1,717.5 shares exercised/converted

Exercise 6 txns

Insider TRAUTMAN DAVID L

Role Chairman of the Board

Type	Security	Shares	Price	Value
Exercise	PBRSUs	1,717.5	$0.00	$0.00
Grant/Award	PBRSUs	2,212.5	$0.00	$0.00
Grant/Award	Common Shares	2,212.5	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	985.641	$163.45	$161K
Exercise	Common Shares	1,717.5	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	760.562	$163.45	$124K

Holdings After Transaction: PBRSUs — 2,212.5 contracts (Direct); Common Shares — 48,066.0648 shares (Direct)

Footnotes (3)

1. F1. Effective March 31, 2026 (the "2023 PBRSU Certification Date"), the Executive Committee of the Board of Directors of Park National Corporation ("Park") certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to performance-based restricted stock units ("PBRSUs") granted to the reporting person effective January 18, 2023. The PBRSUs convert into Park common shares on a one-for-one basis. The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement with 50% vesting (resulting in the right to receive the number of common shares shown in the first row in Table I) on the 2023 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2023 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
2. F2. In the April 2, 2026 Form 4, an estimated number of Park common shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSUs which were not subject to the service-based vesting requirement described in footnote (1) and the vesting of the PBRSUs that had been subject to the service-based vesting requirement described in footnote (3), as applicable. This amendment reports the correct number of common shares withheld.
3. F3. These common shares of Park were acquired upon the satisfaction of a service-based vesting requirement whereby PBRSUs were converted into Park common shares on a one-for-one basis.

Key Figures

PBRSUs exercised: 1,717.5 units New PBRSU grant: 2,212.5 units Common shares acquired from vesting: 2,212.5 shares +3 more

6 metrics

PBRSUs exercised 1,717.5 units Converted into common shares on March 31, 2026 after performance certification

New PBRSU grant 2,212.5 units Performance-based restricted stock units subject to service-based vesting

Common shares acquired from vesting 2,212.5 shares Common shares received upon satisfaction of service-based vesting conditions

Tax withholding block 1 985.641 shares at $163.45 Shares withheld to satisfy tax obligations on PBRSU vesting

Tax withholding block 2 760.562 shares at $163.45 Additional shares withheld for tax obligations on PBRSU vesting

Post-transaction holdings 47,109.1268 shares Direct Park National common shares held after March 31, 2026 transactions

Key Terms

PBRSUs, service-based vesting requirement, performance criteria, tax withholding obligations, +1 more

5 terms

PBRSUs financial

"performance-based restricted stock units ("PBRSUs") granted to the reporting person"

service-based vesting requirement financial

"The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement"

performance criteria financial

"certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period"

tax withholding obligations financial

"shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person"

Form 4 regulatory

"In the April 2, 2026 Form 4, an estimated number of Park common shares was reported"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PRK chairman David Trautman report in this amended Form 4?

David Trautman reported amended compensation-related share activity, mainly PBRSUs vesting into Park National common shares. The filing updates tax withholding share counts and shows new PBRSU grants and vested shares, without any open-market purchases or sales of PRK stock.

How many Park National common shares did David Trautman acquire from PBRSUs?

Trautman acquired 1,717.5 common shares from PBRSUs converting one-for-one after performance certification. He also received 2,212.5 additional common shares upon satisfaction of service-based vesting conditions, reflecting equity compensation rather than open-market buying of PRK shares.

What new PBRSU grant did PRK’s chairman receive?

He received a new grant of 2,212.5 PBRSUs, each convertible into one Park National common share. These units are subject to service-based vesting, meaning he must satisfy continued service requirements before the related common shares are fully earned.

How many PRK shares were withheld for David Trautman’s tax obligations?

A total of 985.641 and 760.562 Park National common shares were withheld at $163.45 per share. These F-code transactions cover tax liabilities from PBRSU vesting and are not open-market sales, but internal share-withholding events by the company.

What is David Trautman’s direct PRK share ownership after these transactions?

Following the PBRSU conversions, new grants, and tax withholding events, Trautman directly holds 47,109.1268 Park National common shares. This reflects his updated equity position as reported in the amended Form 4 for March 31, 2026 activity.

Why was this Park National Form 4 filing amended?

The amendment corrects the previously estimated number of Park National common shares withheld to satisfy David Trautman’s tax obligations upon PBRSU vesting. It replaces the earlier estimate with the accurate withholding share amounts for those compensation-related events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/13/2026 - 04:42 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TRAUTMAN DAVID L

(Last) (First) (Middle)

50 N. THIRD STREET

(Street)

NEWARK OHIO 43055

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [ PRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/31/2026		A		2,212.5(1)	A	(1)	48,094.7678	D
Common Shares	03/31/2026		F		985.641(2)	D	$163.45	47,109.1268	D
Common Shares	03/31/2026		M		1,717.5(3)	A	(3)	48,826.6268	D
Common Shares	03/31/2026		F		760.562(2)	D	$163.45	48,066.0648	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PBRSUs	(3)	03/31/2026		M			1,717.5(3)	(3)	(3)	Common Shares	1,717.5	(3)	0	D
PBRSUs	(1)	03/31/2026		A		2,212.5(1)		(1)	(1)	Common Shares	2,212.5	(1)	2,212.5	D

Explanation of Responses:

1. Effective March 31, 2026 (the "2023 PBRSU Certification Date"), the Executive Committee of the Board of Directors of Park National Corporation ("Park") certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to performance-based restricted stock units ("PBRSUs") granted to the reporting person effective January 18, 2023. The PBRSUs convert into Park common shares on a one-for-one basis. The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement with 50% vesting (resulting in the right to receive the number of common shares shown in the first row in Table I) on the 2023 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2023 PBRSU Certification Date (shown in the second row in Table II as a derivative security).

2. In the April 2, 2026 Form 4, an estimated number of Park common shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSUs which were not subject to the service-based vesting requirement described in footnote (1) and the vesting of the PBRSUs that had been subject to the service-based vesting requirement described in footnote (3), as applicable. This amendment reports the correct number of common shares withheld.

3. These common shares of Park were acquired upon the satisfaction of a service-based vesting requirement whereby PBRSUs were converted into Park common shares on a one-for-one basis.

Remarks:

	/s/ Brady T. Burt, Attorney-in-Fact for David L. Trautman	04/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)