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.
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.
Park National Corporation reported stronger results and announced a higher shareholder payout while confirming progress on its pending merger with First Citizens Bancshares. Net income reached $42.6 million for the quarter ended December 31, 2025, up 10.4% from $38.6 million a year earlier, and $180.1 million for 2025, an 18.9% increase from $151.4 million in 2024. Pre-tax, pre-provision net income rose to $56.5 million in Q4 and $232.8 million for the year. Net interest income grew 9.9% to $437.3 million, driven by higher loan balances and improved loan yields, along with lower funding costs from deposits and borrowings.
Loans outstanding increased to $8.05 billion, led by commercial and home equity growth, while investment securities declined as the balance sheet was repositioned. The allowance for credit losses increased to $93.0 million, or 1.15% of total loans, as net charge-offs fell to 0.08% of average loans. Total deposits were $8.24 billion, with uninsured deposits of about $1.5 billion, or 18.5% of total deposits. The efficiency ratio improved to 57.94% and return on average assets rose to 1.78%.
The board declared a $1.10 per common share quarterly cash dividend, payable March 10, 2026 to shareholders of record on February 20, 2026. Park also highlighted its Agreement and Plan of Merger with First Citizens Bancshares, noting that First Citizens’ shareholders have approved the deal and key regulatory approvals have been obtained. The holding company merger and related bank merger are currently expected to close on February 1, 2026, subject to customary closing conditions.
Park National Corporation is urging shareholders of First Citizens Bancshares, Inc. to vote FOR their proposed merger at a special meeting on January 21, 2026. The letter highlights that the transaction offers First Citizens shareholders a premium to the stock’s unaffected price and allows them to share in the potential upside of the combined company. The First Citizens board unanimously recommends the merger, and proxy advisory firm Institutional Shareholder Services also supports a FOR vote.
The merger remains subject to approval by First Citizens shareholders and other customary closing conditions, with details provided in an effective Form S-4 registration statement and proxy statement/prospectus. The communication also includes extensive forward-looking statement disclosures, outlining risks such as possible failure to obtain shareholder or regulatory approvals, potential closing delays, integration challenges, and business or employee disruptions related to the merger.
Park National Corporation reported that long-time director and former chief executive officer C. Daniel DeLawder will retire from its Board of Directors and will not stand for re-election at the 2026 Annual Meeting of Shareholders. His term as director will end immediately before that meeting. In connection with his retirement, he will also step down as Chair of the Executive Committee of both Park National Corporation and Park National Bank, as well as Chair of the Park National Bank Wealth Management Committee.
The company highlighted Mr. DeLawder’s 55-year career with the organization, including a 15-year term as CEO, noting his long-standing advocacy for the bank. The Nominating and Corporate Governance Committee will evaluate its recommendation to fill the board vacancy created by his retirement at its next meeting.
Park National Corp filed a Form 13F reporting its institutional holdings. The report lists 511 Form 13F information table entries with a total value of $3,206,391,904. The filing was signed by J. Bradley Zellar, Chief Wealth Investment Officer, on 01-05-2026.
Park National Corporation and First Citizens Bancshares have agreed to an all‑stock merger in which First Citizens will be absorbed into Park. Each share of First Citizens common stock will be converted into 0.52 shares of Park common stock, with cash paid only in lieu of fractional Park shares.
Based on First Citizens shares outstanding and reserved as of December 11, 2025, Park expects to issue about 1.99 million shares, leaving former First Citizens shareholders with roughly 11% of the combined company and existing Park holders with about 89%. The companies expect the merger and subsequent bank merger to qualify as a tax‑free reorganization for most U.S. First Citizens shareholders, except for cash in lieu of fractional shares.
Completion requires separate majority approvals from holders of First Citizens voting common and Class A common stock, plus bank regulatory approvals. First Citizens shareholders have dissenters’ rights under Tennessee law and may seek cash payment of the court‑determined fair value of their shares instead of Park stock. If the agreement is terminated in specified circumstances, First Citizens may owe Park a $12.5 million termination fee.
Park National Corporation is pursuing an all-stock merger with First Citizens Bancshares, Inc. Each share of First Citizens common stock is expected to convert into 0.52 shares of Park common stock, with cash paid only in lieu of fractional Park shares. Based on shares outstanding as of December 11, 2025, Park expects to issue approximately 1.99 million shares, leaving former First Citizens shareholders owning about 11% of the combined company and existing Park holders about 89%.
The First Citizens board unanimously recommends the merger, supported by a fairness opinion from Olsen Palmer LLC, and is asking shareholders to approve the merger agreement and a related adjournment proposal at a virtual special meeting on January 21, 2026. The transaction is intended to qualify as a tax-free reorganization for most U.S. shareholders, remains subject to separate class votes of First Citizens voting and Class A common stock, multiple regulatory approvals, and appraisal (dissenters’) rights under Tennessee law. A $12.5 million termination fee may be payable by First Citizens in certain circumstances.
Park National Corporation has filed a Form S-4 for a stock-for-stock merger in which First Citizens Bancshares will merge into Park, followed by a bank-level merger of their banking subsidiaries. Each share of First Citizens common stock will be converted into 0.52 shares of Park common stock, with cash paid instead of fractional Park shares. The companies intend the deal to qualify as a tax-free “reorganization” for U.S. federal income tax purposes, except for cash in lieu of fractional shares.
First Citizens shareholders will vote at a virtual special meeting on approval of the merger agreement and any adjournment, and they have dissenters’ rights under Tennessee law to seek cash payment of the court‑appraised fair value of their shares. One First Citizens director will join the boards of Park and Park National Bank, and First Citizens executives may receive change-in-control and new employment benefits. The merger requires approvals from the Federal Reserve and OCC and is expected to close in the first quarter of 2026, subject to customary conditions and a possible $12.5 million termination fee in certain circumstances.