PARK NATIONAL CORP /OH/ (PRK) SEC Filings, Feb-Mar 2026

Park National Corporation amended its definitive proxy statement to clarify the shareholder approval requirement for two 2026 long‑term incentive plans. The amendment states that approval of each plan (Employees LTIP and Directors LTIP) requires the affirmative vote of a majority of common shares represented at the April 27, 2026 Annual Meeting, and that an abstention has the same effect as a vote against the proposals.

Park National Corporation filed an amended and restated definitive proxy statement solely to correct an inadvertent error in the number of common shares outstanding and entitled to vote for its Annual Meeting to be held on April 27, 2026. The amended proxy restates the full proxy text with the corrected share counts.

The proxy confirms that, as of the record date of February 27, 2026, there were 18,066,393 common shares outstanding and 17,835,037 common shares outstanding and entitled to vote, with 231,356 shares not yet exchanged by former First Citizens Bancshares, Inc. shareholders.

Park National Corporation reported improved 2025 operating performance, driven by higher margins and loan growth. Key metrics: ROAE 13.80%, ROAA 1.78%, net interest margin 4.75%, and diluted EPS $11.11. Core deposits funded 3.0% loan growth and HELOCs rose 18.4%.

The company completed a merger with First Citizens National Bank (legal close February 2026) and expects full integration in Fall 2026. Strategic focus is the new 2026–2030 plan “Ready to Rise,” investments in digital capabilities (including AI tools and a new LOS), and continued community engagement and dividends.

Park National Corporation is asking shareholders to vote at a virtual annual meeting on April 27, 2026 at 2:00 p.m. Eastern. Shareholders of record at the close of business on February 27, 2026, when 18,066,393 common shares were outstanding, may participate and vote.

Items on the ballot include electing four directors for terms expiring at the 2029 annual meeting, an advisory vote on executive compensation, and ratification of Crowe LLP as independent auditor for 2026. Shareholders are also being asked to approve new 2026 long‑term incentive plans for employees and non‑employee directors that govern stock‑based and cash incentive awards. The board unanimously recommends voting “FOR” all proposals and encourages advance voting by internet, telephone or mail ahead of the virtual meeting.

Park National Corporation, an Ohio-based financial holding company, outlines its banking, lending, and regulatory profile in its annual report. The company operates 87 financial service offices across Ohio, Kentucky and the Carolinas, with 1,731 associates and a single reportable operating segment.

A key development was the February 1, 2026 merger of First Citizens Bancshares, Inc. into Park, valued at $324.1 million, adding $2.6 billion in assets, $1.6 billion in loans and leases, and $2.2 billion in deposits. Park issued 1,988,131 common shares as consideration, and consolidated assets surpassed $10.0 billion, bringing new Dodd-Frank obligations such as CFPB supervision and debit interchange fee caps.

Park’s loan portfolio is diversified across commercial, consumer and residential real estate, including $3,453 million in commercial loans and leases, $1,823 million in consumer loans, and $2,775 million in residential and construction real estate at December 31, 2025. As of that date, loans to non-bank consumer finance companies totaled $274 million and aircraft financing loans were $339 million, highlighting specialized national lending niches alongside its community banking footprint.

Park National Bank, as trustee, reports beneficial ownership of 1,253,581 common shares of Park National Corporation, representing 7.8% of the class as of 12/31/2025. The bank has sole voting power over all 1,253,581 shares and sole dispositive power over 307,680 shares.

The shares are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Park National Corporation.

Park National Corporation has furnished an investor presentation outlining its recent growth, financial strength, and the completed merger with First Citizens Bancshares, Inc. As of December 31, 2025, Park had $9.8 billion in assets, a 1.78% return on average assets, and a 15.76% return on average tangible common equity.

The company highlights a strong capital base with a 14.0% CET1 ratio and consistently low net charge-offs, including 0.08% of total loans in 2025. Park closed the all‑stock acquisition of $2.6 billion‑asset First Citizens on February 1, 2026, creating a pro forma $12.7 billion franchise and projecting 15% 2026 EPS accretion, while maintaining a high share of non‑interest‑bearing deposits and diversified fee income.

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.

Park National Corp director Jeff Agee filed an initial insider ownership report on Form 3, reflecting his status as a director as of 02/01/2026. The filing states in the remarks that no securities are beneficially owned, and it reports no transactions or derivative positions.