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Park National (NYSE: PRK) chair gains shares via PBRSUs and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Park National Corporation chairman David L. Trautman reported compensation-related stock activity involving performance-based restricted stock units (PBRSUs) and common shares. On March 31, 2026, 1,717.5 PBRSUs were earned and converted into an equal number of common shares based on certified performance results.

He also received a new grant of 2,212.5 PBRSUs, which will vest based on continued service. To cover tax obligations on these equity awards, a total of 1,750.5169 common shares were withheld at a price of $163.45 per share. Following these transactions, he holds 47,112.0938 Park common shares directly, plus additional indirect holdings through a KSOP and various spouse-related accounts.

Positive

  • None.

Negative

  • None.
Insider TRAUTMAN DAVID L
Role Chairman of the Board
Type Security Shares Price Value
Exercise PBRSUs 1,717.5 $0.00 --
Grant/Award PBRSUs 2,212.5 $0.00 --
Grant/Award Common Shares 2,212.5 $0.00 --
Tax Withholding Common Shares 982.674 $163.45 $161K
Exercise Common Shares 1,717.5 $0.00 --
Tax Withholding Common Shares 767.843 $163.45 $126K
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: PBRSUs — 0 shares (Direct); Common Shares — 48,094.768 shares (Direct); Common Shares — 20,418.313 shares (Indirect, KSOP)
Footnotes (1)
  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). 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. The number of common shares reported as beneficially owned differs due to shares acquired under Park's employee stock ownership plan (the "KSOP"). Reflects common shares held in an inherited IRA which the spouse of the reporting person received as a beneficiary of her father's IRA following her father's death.
PBRSUs converted 1,717.5 units Performance-based PBRSUs converting to common shares on March 31, 2026
New PBRSU grant 2,212.5 units Service-based PBRSU award vesting after March 31, 2026 certification date
Common shares acquired from vesting 2,212.5 shares Common shares received upon PBRSU service-based vesting
Shares withheld for taxes 1,750.5169 shares Common shares withheld to cover tax liabilities
Tax withholding price $163.45 per share Price used for share-based tax payments
Direct common share holdings 47,112.0938 shares Direct Park common shares after reported transactions
KSOP indirect holdings 20,418.313 shares Common shares held through Park’s KSOP plan
Spouse indirect holdings 13,230 shares Common shares held by spouse Joan Y.
PBRSUs financial
"performance-based restricted stock units ("PBRSUs") granted to the reporting person"
performance-based restricted stock units financial
"performance-based restricted stock units ("PBRSUs") granted to the reporting person"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
service-based vesting requirement financial
"The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement"
KSOP financial
"shares acquired under Park's employee stock ownership plan (the "KSOP")"
inherited IRA financial
"common shares held in an inherited IRA which the spouse of the reporting person received"
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (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)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares03/31/2026A2,212.5(1)A(1)48,094.7678D
Common Shares03/31/2026F982.674D$163.4547,112.0938D
Common Shares03/31/2026M1,717.5(2)A(2)48,829.5938D
Common Shares03/31/2026F767.8429D$163.4548,061.7509D
Common Shares20,418.313IKSOP(3)
Common Shares13,230IJoan Y., spouse
Common Shares822IJoan Y., Rollover Plan
Common Shares346IJoan Y., beneficiary of The James J. Young Inherited IRA(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
PBRSUs(2)03/31/2026M1,717.5(2) (2) (2)Common Shares1,717.5(2)0D
PBRSUs(1)03/31/2026A2,212.5(1) (1) (1)Common Shares2,212.5(1)2,212.5D
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. 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.
3. The number of common shares reported as beneficially owned differs due to shares acquired under Park's employee stock ownership plan (the "KSOP").
4. Reflects common shares held in an inherited IRA which the spouse of the reporting person received as a beneficiary of her father's IRA following her father's death.
Remarks:
/s/ Brady T. Burt, Attorney-in-Fact for David L. Trautman04/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What equity transactions did PRK chairman David Trautman report on March 31, 2026?

David Trautman reported PBRSU vesting and new awards on March 31, 2026. 1,717.5 PBRSUs converted into common shares, and he received a new grant of 2,212.5 PBRSUs, all as part of performance- and service-based compensation.

How many Park National (PRK) PBRSUs vested for David Trautman and how were they settled?

A total of 1,717.5 PBRSUs vested for David Trautman and converted into Park common shares on a one-for-one basis. This vesting followed certification of three-year performance results and satisfied part of a service-based vesting requirement.

What new PBRSU award did PRK grant to David Trautman in this Form 4 filing?

Park granted David Trautman 2,212.5 new PBRSUs as a derivative security. These units are subject to a service-based vesting schedule, with vesting tied to the first anniversary of the March 31, 2026 PBRSU certification date, according to the footnote description.

How were taxes handled on David Trautman’s PRK equity awards?

Taxes were satisfied through share withholding rather than cash. Two Form 4 entries show 982.674 and 767.8429 common shares withheld at $163.45 per share, described as payment of tax liability by delivering securities instead of an open-market sale.

How many Park National (PRK) common shares does David Trautman hold directly after these transactions?

After the reported transactions, David Trautman directly holds 47,112.0938 Park common shares. In addition, the filing shows separate indirect holdings through the company’s KSOP plan and multiple accounts associated with his spouse and an inherited IRA.
Park National

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