Park National Corp. (PRK) director reports new shares from FIZN merger

Rhea-AI Filing Summary

Park National Corporation director Jeff Agee reported receiving Park common shares in connection with the merger of First Citizens Bancshares, Inc. into Park. On February 1, 2026, his Form 4 shows multiple non-derivative transactions coded "J" at a price of $0.00 per share.

The filing reports 7,779.72 Park common shares held directly and 19,160.44 shares held indirectly through an ESOP. It also reports 833.56 shares held indirectly by his spouse and 412.36 shares held through his spouse’s ESOP. Each FIZN share beneficially owned was converted into the right to receive 0.52 Park shares, and Park’s closing price on the merger’s effective date was $162.94.

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

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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^*

AGEE JEFF

(Last) (First) (Middle)

50 N. THIRD STREET

(Street)

NEWARK OH 43055

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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

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

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

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	02/01/2026		J		7,779.72	A	(1)	7,779.72	D
Common Shares	02/01/2026		J		19,160.44	A	(1)	19,160.44	I	Shares owned through ESOP
Common Shares	02/01/2026		J		833.56	A	(1)	833.56	I	Shares owned by Jolie A. Agee (spouse)
Common Shares	02/01/2026		J		412.36	A	(1)	412.36	I	Shares owned through ESOP of Jolie A. Agee

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

Explanation of Responses:

1. In connection with the merger (the "Merger") of First Citizens Bancshares, Inc. ("FIZN") into Park National Corporation ("Park"), each share of FIZN common stock beneficially owned by the reporting person was converted into the right to receive 0.52 shares of Park common stock. Park's closing price on the effective date of the Merger was $162.94.

Remarks:

	/s/ Brady T. Burt, Attorney-in-Fact for Jeff Agee	02/03/2026
	** 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.

FAQ

What insider activity did Jeff Agee report at Park National Corp (PRK)?

Jeff Agee reported receiving Park National common shares on February 1, 2026. The Form 4 shows direct and indirect holdings, all recorded at a transaction price of $0.00 per share, reflecting shares received through a completed merger conversion rather than open-market purchases.

How many Park National (PRK) shares does Jeff Agee hold directly after the merger?

After the merger transaction on February 1, 2026, Jeff Agee is reported as directly holding 7,779.72 Park National common shares. These are listed in Table I of the Form 4 as non-derivative securities, acquired in a transaction coded "J" at a stated price of $0.00 per share.

What indirect Park National (PRK) holdings are reported for Jeff Agee?

The filing shows 19,160.44 Park National common shares held indirectly through an ESOP associated with Jeff Agee. It also reports 833.56 shares owned by his spouse and 412.36 shares held through his spouse’s ESOP, all treated as indirect beneficial ownership on the Form 4.

How did the First Citizens Bancshares (FIZN) merger affect Jeff Agee’s Park National holdings?

In the merger of First Citizens Bancshares into Park National, each FIZN share beneficially owned by Jeff Agee converted into the right to receive 0.52 Park shares. This conversion created his reported Park holdings, with Park’s closing price at $162.94 on the merger’s effective date.

What transaction code is used in Jeff Agee’s Park National (PRK) Form 4?

Each reported Park National common share transaction for Jeff Agee on February 1, 2026 uses transaction code "J." The entries show non-derivative common shares acquired at a stated price of $0.00 per share, reflecting the share conversion mechanics tied to the completed merger with First Citizens Bancshares.

What was Park National’s share price on the FIZN merger effective date?

Park National’s closing share price on the effective date of the First Citizens Bancshares merger was $162.94. This price is disclosed in the footnote explaining the conversion, which states that each FIZN share became the right to receive 0.52 Park common shares in the completed transaction.