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PARK NATIONAL CORP /OH/

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

PRK$180.39+1.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 9B. Other information

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases (1)$1,973$2,530$3,630
ROU assets obtained in exchange for new operating lease liabilities$1,853$2,718$545
Reductions to ROU assets resulting from reductions to lease obligations$(1,819)$(1,970)$(3,062)

(1) Includes a tenant improvement allowance of $524,000 related to the reimbursement of leasehold expenditures for the year ended December 31, 2025.

Park's operating leases had a weighted average remaining term of 9.3 years and 9.8 years at December 31, 2025 and 2024, respectively. The weighted average discount rate of Park's operating leases was 4.4% and 3.8% at December 31, 2025 and 2024, respectively.

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Undiscounted cash flows included in lease liabilities at December 31, 2025 have expected contractual payments as follows:

(In thousands)December 31, 2025
2026$2,621
20272,546
20282,514
20292,532
20301,750
Thereafter9,116
Total undiscounted minimum lease payments$21,079
Less: imputed interest(4,016)
Total lease liabilities$17,063
  1. Deposits

At December 31, 2025 and 2024, non-interest bearing and interest bearing deposits were as follows:

December 31 (In thousands)20252024
Non-interest bearing$2,656,093$2,612,708
Interest bearing5,587,6205,530,818
Total$8,243,713$8,143,526

The table below details the maturities of time deposits at December 31, 2025. Time deposits below include $17.0 million of BID CD deposits.

(In thousands)
2026$658,972
202768,507
202814,262
202911,914
203036,278
After 5 years19
Total$789,952

At December 31, 2025 and 2024, respectively, Park had approximately $22.3 million and $22.0 million of deposits received from Park's executive officers, Park directors and related entities of Park directors.

Time deposits that met or exceeded the FDIC insurance limit of $250,000 at December 31, 2025 and 2024 were $252.7 million and $255.3 million, respectively. Time deposits that met or exceeded the FDIC insurance limit of $250,000 included $17.0 million and $76.5 million of BID CD deposits at December 31, 2025 and 2024, respectively.

  1. Repurchase Agreement Borrowings

Securities sold under agreements to repurchase ("repurchase agreements") with customers represent funds deposited by customers, generally on an overnight basis, that are collateralized by investment securities owned by Park. Repurchase agreements with customers are included in "Short-term borrowings" on the Consolidated Balance Sheets.

All repurchase agreements are subject to the terms and conditions of repurchase/security agreements between Park and the customer and are accounted for as secured borrowings. Park's repurchase agreements consisted of customer accounts and securities which are pledged on an individual security basis.

At December 31, 2025 and December 31, 2024, Park's repurchase agreement borrowings totaled $81.7 million and $90.4 million, respectively. These borrowings were collateralized with U.S. government sponsored entities' asset-backed securities

-129- with a fair value of $110.3 million and $124.1 million at December 31, 2025 and December 31, 2024, respectively. Declines in the value of the collateral would require Park to pledge additional securities. As of December 31, 2025 and December 31, 2024, Park had $119.2 million and $397.4 million, respectively, of available unpledged securities.

The following table presents the carrying value of Park's repurchase agreement borrowings by remaining contractual maturity and collateral pledged at December 31, 2025 and December 31, 2024:

(In thousands)Remaining Contractual Maturity of the Agreements
Overnight and ContinuousUp to 30 days30 - 90 daysGreater than 90 daysTotal
U.S. government sponsored entities' asset-backed securities$81,711$—$—$—$81,711
(In thousands)Remaining Contractual Maturity of the Agreements
Overnight and ContinuousUp to 30 days30 - 90 daysGreater than 90 daysTotal
U.S. government sponsored entities' asset-backed securities$90,432$—$—$—$90,432

See Note 16 - Short-Term Borrowings for additional information related to repurchase agreements.

  1. Short-Term Borrowings

Short-term borrowings were as follows:

December 31 (In thousands)20252024
Securities sold under agreements to repurchase$81,711$90,432
Other borrowings——
Total short-term borrowings$81,711$90,432

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The outstanding balances for all short-term borrowings as of December 31, 2025 and 2024 and the weighted-average interest rates as of and paid during each of the years then ended were as follows:

(In thousands)Repurchase agreementsOther borrowings
Ending balance$81,711$—
Highest month-end balance95,67015,000
Average daily balance80,207164
Weighted-average interest rate:
As of year-end1.19%—%
Paid during the year1.44%4.62%
Ending balance$90,432$—
Highest month-end balance108,858185,000
Average daily balance95,68024,917
Weighted-average interest rate:
As of year-end1.49%—%
Paid during the year1.82%5.58%

For the years ended December 31, 2025 and December 31, 2024, other borrowings included overnight FHLB and FRB borrowings and other overnight borrowings executed as part of the annual testing of our contingency funding plan. Additionally, for the year ended December 31, 2024, other borrowings included overnight FHLB borrowings utilized to fund the balance sheet. At December 31, 2024, $3.9 million of investment securities were pledged as collateral for FHLB advances. Noinvestment securities were pledged as collateral for FHLB advances at December 31, 2025. At December 31, 2025 and December 31, 2024, $2,382 million and $2,112 million, respectively, of commercial real estate and residential mortgage loans were pledged under a blanket agreement to the FHLB by PNB. See Note 15 - Repurchase Agreement Borrowings for information related to investment securities collateralizing repurchase agreements.

  1. Subordinated Notes

As part of the acquisition of Vision Bank's parent bank holding company ("Vision Parent") on March 9, 2007, Park became the successor to Vision Parent under (i) the Amended and Restated Trust Agreement of Vision Bancshares Trust I (the “Trust”), dated as of December 5, 2005, (ii) the Junior Subordinated Indenture, dated as of December 5, 2005, and (iii) the Guarantee Agreement, also dated as of December 5, 2005.

On December 1, 2005, Vision Parent formed a wholly-owned Delaware statutory business trust, Vision Bancshares Trust I (“Trust I”), which issued $15.0 million of Trust I's floating rate preferred securities (the “Trust Preferred Securities”) to institutional investors. These Trust Preferred Securities qualified as Tier I capital under FRB guidelines. All of the common securities of Trust I were owned by Park. The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by Trust I to purchase $15.5 million of junior subordinated notes, which, following the cessation of LIBOR on June 30, 2023, carried a floating rate based on three-month CME Term SOFR plus 174 basis points. The junior subordinated notes represented the sole asset of Trust I. The Trust Preferred Securities accrued and paid distributions at a floating rate of three-month CME Term SOFR plus 174 basis points per annum. The Trust Preferred Securities were mandatorily redeemable upon maturity of the junior subordinated notes in December 2035, or upon earlier redemption as provided in the junior subordinated notes. Since December 30, 2010, Park has had the right to redeem the junior subordinated notes purchased by Trust I in whole or in part. On September 30, 2025, Park redeemed in full, $15.0 million in Trust Preferred Securities at a redemption price in cash equal to 100% of the principal amount of the Trust Preferred Securities, plus accrued and unpaid interest.

On August 20, 2020, Park completed the issuance and sale of $175 million aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Subordinated Notes"). Beginning on September 1, 2025, Park had the right to redeem the Subordinated Notes, in whole or in part. On September 1, 2025, Park redeemed in full, $175 million outstanding of the Subordinated Notes at a redemption price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.

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The repayments were made using available cash on hand and did not involve any refinancing or issuance of new debt.

As of December 31, 2025, Park has no subordinated debt outstanding. At December 31, 2024, the Subordinated Notes, net of unamortized issuance costs, totaled $174.7 million and qualified as Tier 2 capital for Park under the Federal Reserve Board capital adequacy rules.

  1. Derivatives

Park uses certain derivative financial instruments (or "derivatives") to meet the needs of its customers while managing the interest rate risk associated with certain transactions. Park does not use derivatives for speculative purposes. A summary of derivative financial instruments utilized by Park follows.

Interest Rate Swaps

Park utilizes interest rate swap agreements (or "interest rate swaps") as part of its asset-liability management strategy to help manage its interest rate risk position and as a means to meet the financing, interest rate and other risk management needs of qualifying commercial banking customers. The notional amount of the interest rate swaps does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

In conjunction with the Carolina Alliance acquisition, Park acquired interest rate swaps related to certain commercial loans. Simultaneously with borrowers entering into interest rate swaps, Carolina Alliance entered into offsetting interest rate swaps executed with a third party, such that Carolina Alliance minimized its net interest rate risk exposure resulting from such transactions. These interest rate swaps had a notional amount totaling $13.1 million and $15.4 million at December 31, 2025 and December 31, 2024, respectively.

While these derivatives represent economic hedges, they do not qualify as hedges for accounting purposes. The aggregate fair value of the interest rate swaps is recorded in "Other assets" and "Other liabilities" with changes in fair value recorded in "Miscellaneous Other Income" and "Miscellaneous Other Expense". During theyears ended December 31, 2025 and 2024, no net gain or loss was recorded related to these interest rate swaps.

Summary information about Park's interest rate swaps as of December 31, 2025 and December 31, 2024 was as follows:

December 31, 2025December 31, 2024
(In thousands, except weighted average data)Loan DerivativesLoan Derivatives
Notional amounts$13,060$15,445
Weighted average pay rates4.533%4.504%
Weighted average receive rates4.533%4.504%
Weighted average maturity (years)4.95.4

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The following table reflects the interest rate swaps included in the Consolidated Balance Sheets as of December 31, 2025 and 2024:

(In thousands)December 31, 2025December 31, 2024
Notional AmountFair ValueNotional AmountFair Value
Included in "Other assets":
Loan derivatives - instruments associated with loans
Matched interest rate swaps with borrower$—$—$—$—
Matched interest rate swaps with counterparty13,06054815,4451,009
Total included in "Other assets"$13,060$548$15,445$1,009
Included in "Other liabilities":
Loan derivatives - instruments associated with loans
Matched interest rate swaps with borrower$13,060$(548)$15,445$(1,009)
Matched interest rate swaps with counterparty————
Total included in "Other liabilities"$13,060$(548)$15,445$(1,009)

Mortgage Banking Derivatives

Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. In order to hedge the change in interest rates resulting from its commitments to fund the loans, the Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into. These mortgage banking derivatives are not designated as hedge relationships. The fair value of an interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitment before the loan is funded. Fair values of these mortgage banking derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. Changes in the fair values of these derivatives are included in "Other service income" in the Consolidated Statements of Income.

At December 31, 2025 and December 31, 2024, Park had $6.0 million and $4.2 million, respectively, of interest rate lock commitments. The fair value of these mortgage banking derivatives was reflected by a derivative asset of $115,000 and $85,000 at December 31, 2025 and December 31, 2024, respectively.

Other Derivatives

In connection with the sale of Park’s Class B Visa shares during 2009, Park entered into a swap agreement with the purchaser of the shares. The swap agreement adjusts for dilution in the conversion ratio of Class B Visa shares resulting from certain Visa litigation. At December 31, 2025 and 2024, the fair value of the swap liability of $268,000 and $103,000, respectively, represented an estimate of the exposure based upon probability-weighted potential Visa litigation losses.

  1. Share-Based Compensation

The Park National Corporation 2017 Long-Term Incentive Plan for Employees (the "2017 Employees LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Employees LTIP makes equity-based awards and cash-based awards available for grant to employee participants in the form of incentive stock options, nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and cash-based awards. Under the 2017 Employees LTIP,750,000 common shares are authorized to be delivered in connection with grants under the 2017 Employees LTIP. The common shares to be delivered under the 2017 Employees LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2025,150,000 common shares were available for future grants under the 2017 Employee LTIP.

The Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Non-Employee Directors LTIP makes equity-based awards and cash-based awards available for grant to non-employee director participants in the form of nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, and cash-based awards. Under the 2017 Non-

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Employee Directors LTIP,150,000 common shares are authorized to be delivered in connection with grants under the 2017 Non-Employee Directors LTIP. The common shares to be delivered under the 2017 Non-Employee Directors LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2025,30,000 common shares were available for future grants under the 2017 Non-Employee Directors LTIP.

During 2025, 2024 and 2023, Park granted 6,915,7,342 and 13,054 common shares, respectively, to directors of Park and to directors of PNB (and its divisions) under the 2017 Non-Employee Directors LTIP. The common shares granted to directors were not subject to a vesting period and resulted in expense of $1.1 million, $1.2 million, and $1.2 million in 2025, 2024, and 2023, respectively, which is included in "Professional fees and services" on the Consolidated Statements of Income.

During 2025, 2024 and 2023, the Compensation Committee of the Board of Directors of Park granted awards of PBRSUs, under the 2017 Employees LTIP, covering an aggregate of 49,350,59,165 and 54,698 common shares, respectively, to certain employees of Park and its subsidiaries. As of December 31, 2025, Park reported 182,384 nonvested PBRSUs. The number of PBRSUs earned or settled will depend on the level of achievement with respect to certain performance criteria and will also be subject to subsequent service-based vesting.

A summary of changes in the common shares subject to nonvested PBRSUs for the years ended December 31, 2025 and 2024 follows. PBRSUs herein represent the maximum number of nonvested PBRSUs. The fair value of the PBRSUs was determined using the quoted price of Park stock on the date of grant.

Common shares subject to PBRSUsWeighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024186,936$122.68
Granted59,165131.30
Vested(58,056)103.70
Forfeited(2,025)135.55
Adjustment for performance conditions of PBRSUs (1)——
Nonvested at December 31, 2024186,020$131.20
Granted49,350$170.72
Vested(51,833)119.31
Forfeited(1,153)154.15
Adjustment for performance conditions of PBRSUs (1)——
Nonvested at December 31, 2025 (2)182,384$145.13

(1) The number of PBRSUs earned depends on the level of achievement with respect to certain performance criteria. Adjustment herein represents the difference between the maximum number of common shares which could be earned and the actual number earned for those PBRSUs as to which the performance period was completed.

(2) Nonvested amount herein represents the maximum number of nonvested PBRSUs. As of December 31, 2025, an aggregate of 182,384 PBRSUs are expected to vest.

A summary of awards that vested during the years ended December 31, 2025 and 2024 follows:

Year Ended December 31,
20252024
PBRSUs and TBRSUs vested51,83358,056
Common shares withheld to satisfy employee income tax withholding obligations19,46822,895
Net common shares issued32,36535,161

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Share-based compensation expense of $7.5 million, $6.4 million and $6.8 million was recognized for the years ended December 31, 2025, 2024 and 2023, respectively, related to PBRSU and TBRSU awards to employees.

The following table details expected additional share-based compensation expense related to PBRSUs outstanding at December 31, 2025:

(In thousands)
2026$5,471
20273,613
20281,522
2029242
Total$10,848
  1. Benefit Plans

The Corporation has a noncontributory Defined Benefit Pension Plan (the “Pension Plan”) covering substantially all of the employees of Park National Corporation and its subsidiaries. The Pension Plan provides benefits based on an employee’s years of service and compensation.

There wasno pension contribution in 2025 or 2024 andno contribution is expected to be made in 2026.

Using accrual measurement dates of December 31, 2025 and 2024, plan assets and benefit obligation activity for the Pension Plan are listed below:

(In thousands)20252024
Change in fair value of plan assets
Fair value at beginning of measurement period$225,771$232,894
Actual return on plan assets18,60231,116
Benefits paid(6,648)(38,239)
Fair value at end of measurement period$237,725$225,771
Change in benefit obligation
Projected benefit obligation at beginning of measurement period$104,533$139,217
Service cost6,5266,916
Interest cost5,9116,443
Actuarial gain(297)(9,804)
Benefits paid(6,648)(38,239)
Projected benefit obligation at the end of measurement period$110,025$104,533
Funded status at end of year (fair value of plan assets less benefit obligation)$127,700$121,238

The increase in the projected benefit obligation ("PBO") from $104.5 million as of December 31, 2024 to $110.0 million as of December 31, 2025, was largely the result of an additional year of plan progression, including an additional year of service, interest on the liability, and payments from the plan.

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The asset allocation for the Pension Plan as of each measurement date, by asset category, was as follows:

Percentage of Plan Assets
Asset categoryTarget Allocation20252024
Equity securities50% - 70%60%61%
Fixed income and cash equivalentsremaining balance40%39%
Total100%100%

The investment policy, as established by the Retirement Plan Committee, is to invest assets according to the target allocation stated above. Assets will be reallocated periodically based on the investment strategy of the Retirement Plan Committee. The investment policy is reviewed periodically.

The expected long-term rate of return on plan assets used to measure the benefit obligation was 6.92% at both December 31, 2025 and December 31, 2024. This return was estimated based on historical returns, current trends in the plan assets as well as projected future rates of returns on those assets.

The accumulated benefit obligation for the Pension Plan was $88.5 million and $82.1 million at December 31, 2025 and 2024, respectively.

On November 17, 2009, the Park Pension Plan completed the purchase of 115,800 common shares of Park for $7.0 million or $60.45 per share. At December 31, 2025 and 2024, the fair value of the 115,800 common shares held by the Pension Plan was$17.6 million, or $152.18 per share and $19.9 million, or $171.43 per share, respectively.

The weighted average assumptions used to determine benefit obligations at December 31, 2025, 2024 and 2023 were as follows:

202520242023
Discount rate5.95%5.89%5.14%
Rate of compensation increase
Under age 257.50%7.50%7.50%
Ages 25-297.00%7.00%7.00%
Ages 30-346.75%6.75%6.75%
Ages 35-396.00%6.00%6.00%
Ages 40-445.25%5.25%5.25%
Ages 45-544.75%4.75%4.75%
Ages 55-693.75%3.75%3.75%
Ages 70 and over3.00%3.00%3.00%
Interest crediting rate (2025 rate is for 2026 only)4.87%4.64%3.89%
Interest crediting rate (2027 and beyond)4.70%N/AN/A

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The estimated future pension benefit payments reflecting expected future service for the next ten years are shown below (in thousands):

2026$9,164
20278,770
20288,672
20299,153
20308,582
2031-203546,762
Total$91,103

The following table shows ending balances of accumulated other comprehensive income at December 31, 2025 and 2024.

(In thousands)20252024
Prior service cost$(292)$(340)
Net actuarial gain25,11021,547
Total24,81821,207
Deferred tax liability(5,211)(4,453)
Accumulated other comprehensive income$19,607$16,754

Using actuarial measurement dates of December 31 for 2025, 2024 and 2023, components of net periodic benefit income and other amounts recognized in other comprehensive income were as follows:

(In thousands)202520242023Affected Line Item in the Consolidated Statements of Income
Components of net periodic benefit income and other amounts recognized in other comprehensive income
Service cost$(6,526)$(6,916)$(6,236)Employee benefits
Interest cost(5,911)(6,443)(6,523)Other components of net periodic benefit income
Expected return on plan assets15,33515,75414,143Other components of net periodic benefit income
Recognized prior service cost(48)(48)(48)Other components of net periodic benefit income
Settlement income—6,148—Pension settlement gain
Net periodic benefit income$2,850$8,495$1,336
Net actuarial gain$3,563$25,166$10,549
Amortization of actuarial gain—(6,148)—
Amortization of prior service cost484848
Total recognized in other comprehensive income3,61119,06610,597
Total recognized in net benefit income and other comprehensive income$6,461$27,561$11,933

During the year ended December 31, 2024, Park recognized a $6.1 million pension settlement gain due to a combination of lump sum payouts as well as the purchase of a nonparticipating annuity contract which will provide ongoing benefits to vested participants. To calculate the gain, the PBO was remeasured as of September 30, 2024 as well as December 31, 2024. In calculating the September 30, 2024 PBO, a discount rate of 5.17% was used which was a 3 basis point increase from the discount rate utilized to calculate the December 31, 2023 PBO. There were no changes from December 31, 2023 to the assumptions utilized for the long-term rate of return on plan assets, salaries increases, turnover rates or mortality. There was no pension settlement gain recognized during the years ended December 31, 2025 or December 31, 2023.

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The weighted average assumptions used to determine net periodic benefit income for the years ended December 31, 2025, 2024 and 2023 are listed below:

202520242023
Discount rate5.89%5.14%5.32%
Rate of compensation increase
Under age 25 (under age 30 for 2023)7.50%7.50%8.25%
Ages 25-29 (ages 30-39 for 2023)7.00%7.00%6.00%
Ages 30-34 (ages 40-49 for 2023)6.75%6.75%5.00%
Ages 35-39 (ages 50-54 for 2023)6.00%6.00%4.25%
Ages 40-44 (ages 55-59 for 2023)5.25%5.25%3.75%
Ages 45-54 (ages 60-64 for 2023)4.75%4.75%3.50%
Ages 55-69 (ages 65 and over for 2023)3.75%3.75%3.25%
Ages 70 and over (for 2024 and 2025)3.00%3.00%N/A
Interest crediting rate4.64%3.89%4.07%
Expected long-term return on plan assets6.92%6.92%6.92%

U.S. GAAP defines fair value as the price that would be received by Park for an asset or paid by Park to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date, using the most advantageous market for the asset or liability. The fair values of equity securities, consisting of mutual fund investments and common stock held by the Pension Plan, are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). Additionally, due to their short-term nature, the fair value of interest bearing demand deposits is determined by reference to their face value (Level 1 inputs). Interest bearing time deposits, United States treasury notes, United States Government agency obligations and corporate bonds are valued by the trustee based on yields available on comparable securities of issuers with similar credit ratings as of the end of the year (Level 2 inputs). No investments were categorized as Level 3 inputs.

The fair value of the plan assets at December 31, 2025 and December 31, 2024, by asset class, is as follows.

Fair Value Measurements · Fair Value Measurements
at December 31, 2025, Usingat December 31, 2024, Using
(In thousands)(Level 1)(Level 2)(Level 1)(Level 2)
Interest-bearing account$16,399$2,238$3,529$3,671
Mutual funds40,782—34,973—
U.S. Treasury Notes—54,710—55,062
U.S. Government agency obligations—9,113—11,237
Corporate bonds—9,792—14,003
Common stocks104,691—103,296—
Total$161,872$75,853$141,798$83,973

Salary Deferral Plan

The Corporation has a voluntary salary deferral plan (the Corporation's Employees Stock Ownership Plan) covering substantially all of the employees of the Corporation and its subsidiaries. Eligible employees may contribute a portion of their compensation subject to a maximum statutory limitation. The Corporation provides a matching contribution established annually by the Corporation. Contribution expense for the Corporation was $5.6 million, $5.3 million, and $5.0 million for 2025, 2024 and 2023, respectively.

Supplemental Executive Retirement Plan

The Corporation has entered into Supplemental Executive Retirement Plan Agreements (the "SERP Agreements") with certain key officers of Park National Corporation and its subsidiaries which provide defined pension benefits in excess of limits imposed by federal income tax law. The accrued benefit cost for the SERP Agreements totaled $16.2 million and $15.5 million

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(In thousands)202520242023Affected Line Item in the Consolidated Statements of Income
Service cost$888$1,297$1,224Employee benefits
Interest cost730658567Miscellaneous expense
Total SERP expense$1,618$1,955$1,791
  1. Income Taxes

Park's pre-tax income for the year ended December 31, 2025 was as follows:

(In thousands)2025
Domestic$221,323
Foreign—
Total pre-tax income$221,323

The components of the provision for federal income taxes are shown below:

December 31, (In thousands)202520242023
Current tax expense (benefit)
Federal$31,984$23,905$18,118
State2,2851,3601,190
Amortization of qualified affordable housing projects and historic tax credits8,5198,4498,265
Deferred tax expense (benefit)
Federal$(1,439)$(517)$(708)
State(99)1085
Total income tax expense (benefit)
Federal$39,064$31,837$25,675
State2,1861,4681,195
Total$41,250$33,305$26,870

Income taxes paid for the year ended December 31, 2025 were as follows:

(In thousands)2025
Federal$33,580
State (1)2,463
Total$36,043

(1) There were no payments made to an individual jurisdiction that exceeded 5% of the Company's total income taxes paid during the year ended December 31, 2025.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Corporation’s

-139- deferred tax assets and liabilities are as follows:

December 31 (In thousands)20252024
Deferred tax assets:
Allowance for credit losses$20,351$19,144
Allowance for unfunded credit losses1,1421,288
Accumulated other comprehensive loss – Unrealized losses on debt securities AFS8,59816,728
Deferred compensation7,3706,811
Net deferred loan fees—581
Nonvested equity-based compensation3,4313,130
Net operating loss ("NOL") carryforward2,1632,173
Fixed assets2,3891,728
Operating lease liability3,7363,592
Other1,0361,009
Total deferred tax assets before valuation allowance$50,216$56,184
Valuation allowance(672)(562)
Total deferred tax assets$49,544$55,622
Deferred tax liabilities:
Accumulated other comprehensive gain – Pension Plan$5,211$4,453
Deferred investment income—1,226
Net deferred loan fees266—
Pension Plan22,52721,776
MSRs2,9993,030
Partnership adjustments9501,080
Purchase accounting adjustments712791
Operating lease right-of-use asset3,4263,427
Lessor adjustments2,5352,287
Other1,9161,199
Total deferred tax liabilities$40,542$39,269
Net deferred tax asset$9,002$16,353

As of December 31, 2025 and 2024, Park had a net deferred tax asset balance related to federal NOL carryforwards of approximately $1.5 million and $1.6 million, respectively, which expire at various dates from 2030-2035. Park also had a net deferred tax asset balance related to state NOL carryforwards of approximately $0.9 million and $0.6 million at December 31, 2025 and 2024, respectively, which expire at various dates from 2030-2040.

Park performs an analysis to determine if a valuation allowance against deferred tax assets is required in accordance with U.S. GAAP. At December 31, 2025, management determined that it was required to establish a$0.7 million state tax valuation allowance against certain deferred tax assets generated by one of its non-bank subsidiaries since it was not more likely than not that the deferred tax assets would be fully utilized in future periods. A valuation allowance of$0.6 millionwas required for the year ended December 31, 2024.

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The following is a reconciliation of income tax expense to the amount computed at the statutory federal corporate income tax rate of 21% for the year ended December 31, 2025.

(Dollars in thousands)AmountPercent
Statutory federal corporate income tax rate$46,47821.0%
Changes in rates resulting from:
Tax credits:
Investments in qualified affordable housing projects, net of tax benefits(2,241)(1.1)%
Nontaxable or nondeductible items:
Tax exempt interest income, net of disallowed interest(2,056)(0.9)%
Bank owned life insurance(1,388)(0.6)%
KSOP dividend deduction(1,096)(0.5)%
Other nontaxable or nondeductible items9—%
Other reconciling items:
Compensation-related items(158)(0.1)%
Change in tax laws or rates enacted during the period——%
Changes in unrecognized tax benefits(25)—%
State income taxes, net of federal benefit (1)1,7270.8%
Total$41,25018.6%

(1)State tax in North Carolina, South Carolina, Kentucky, and California make up the majority (greater than 50%) of the tax effect in this category.

The following is a reconciliation of income tax expense to the amount computed at the statutory federal corporate income tax rate of 21% for the years ended December 31, 2024 and 2023.

20242023
Statutory federal corporate income tax rate21.0%21.0%
Changes in rates resulting from:
Tax exempt interest income, net of disallowed interest(1.0)%(1.9)%
Bank owned life insurance(0.9)%(0.7)%
Investments in qualified affordable housing projects, net of tax benefits(1.0)%(1.0)%
KSOP dividend deduction(0.5)%(0.6)%
Other0.4%0.7%
Effective Tax Rate18.0%17.5%

Park National Corporation and its subsidiaries do not pay state income tax to the state of Ohio, but pay a franchise tax based on equity. The franchise tax expense is included in "State tax expense" on Park’s Consolidated Statements of Income. Park is also subject to state income tax in various states, including North Carolina and South Carolina. State income tax expense is included in “Income taxes” on Park’s Consolidated Statements of Income. Park’s state income tax expense was $2.2 million, $1.5 million and $1.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Unrecognized Tax Benefits

The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits.

(In thousands)202520242023
January 1 Balance$98$145$69
Additions based on tax positions related to the current year2547
Additions for tax positions of prior years——52
Reductions for tax positions of prior years—(28)—
Reductions due to statute of limitations(34)(24)(23)
December 31 Balance$66$98$145

The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in the future periods at December 31, 2025, 2024 and 2023 was $60,000, $87,000 and $123,000, respectively. Park does not expect the total amount of unrecognized tax benefits to significantly increase or decrease during 2026.

The income (expense) related to interest and penalties recorded on unrecognized tax benefits in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 was $2,000, $(1,500), and $(1,500), respectively. The amount accrued for interest and penalties at December 31, 2025, 2024 and 2023 was $10,500, $12,500 and $11,000, respectively.

Park National Corporation and its subsidiaries are subject to U.S. federal income tax and income tax in various state jurisdictions. The Corporation is subject to routine audits of tax returns by the Internal Revenue Service and states in which we conduct business. No material adjustments have been made on closed federal and state tax audits. Generally, all tax years ended prior to December 31, 2022 are closed to examination by federal and state taxing authorities.

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  1. Accumulated Other Comprehensive Income (Loss)

Other comprehensive income (loss) components, net of income tax, are shown in the following table for the years ended December 31, 2025, 2024 and 2023.

(in thousands) · Changes in Pension Plan assets and benefit obligations · Unrealized (losses) gains on AFS debt securities · Total
Beginning balance at January 1, 2025$16,754$(62,929)$(46,175)
Other comprehensive income before reclassifications2,81528,80631,621
Amounts reclassified from accumulated other comprehensive loss381,7771,815
Net current period other comprehensive income$2,853$30,583$33,436
Ending balance at December 31, 2025$19,607$(32,346)$(12,739)
Beginning balance at January 1, 2024$1,692$(67,883)$(66,191)
Other comprehensive income before reclassifications19,8814,53924,420
Amounts reclassified from accumulated other comprehensive loss(4,819)415(4,404)
Net current period other comprehensive income$15,062$4,954$20,016
Ending balance at December 31, 2024$16,754$(62,929)$(46,175)
Beginning balance at January 1, 2023$(6,680)$(95,714)$(102,394)
Other comprehensive income before reclassifications8,33421,61029,944
Amounts reclassified from accumulated other comprehensive loss386,2216,259
Net current period other comprehensive income$8,372$27,831$36,203
Ending balance at December 31, 2023$1,692$(67,883)$(66,191)

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The following table provides information concerning amounts reclassified out of accumulated other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023:

Amount Reclassified from Accumulated Other Comprehensive Income (Loss) · Affected Line Item in the Consolidated Statements of Income
(In thousands) · 2025 · 2024 · 2023
Amortization of defined benefit pension items
Amortization of prior service cost$48$48$48Other components of net periodic pension benefit income
Gain recognition on partial settlement of vested benefits—(6,148)—Pension settlement gain
(Income) loss before income taxes48(6,100)48Income before income taxes
Income tax effect10(1,281)10Income taxes
Net of income tax$38$(4,819)$38Net income
Unrealized losses on AFS debt securities
Net loss on the sale of debt securities$2,250$526$7,875Loss on the sale of debt securities, net
Loss before income taxes2,2505267,875Income before income taxes
Income tax effect4731111,654Income taxes
Net of income tax$1,777$415$6,221Net income
  1. Earnings Per Common Share

U.S. GAAP requires the reporting of basic and diluted earnings per common share. Basic earnings per common share excludes any dilutive effects of PBRSUs and TBRSUs.

The following table sets forth the computation of basic and diluted earnings per common share:

Year ended December 31 (In thousands, except share data)202520242023
Numerator:
Net income$180,073$151,420$126,734
Denominator:
Weighted-average common shares outstanding16,109,23716,143,70816,163,500
Effect of dilutive PBRSUs and TBRSUs93,673101,08986,519
Weighted-average common shares outstanding adjusted for the effect of dilutive PBRSUs and TBRSUs16,202,91016,244,79716,250,019
Earnings per common share:
Basic earnings per common share$11.18$9.38$7.84
Diluted earnings per common share$11.11$9.32$7.80

Park awarded 49,350,59,165 and 54,698 PBRSUs to certain employees during the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2023 and December 31, 2025, Park repurchased 199,000 and 120,000 common shares, respectively, to fund the PBRSUs, TBRSUs and common shares awarded to directors of Park and to directors of PNB (and its divisions) as well as pursuant to Park's previously announced stock repurchase authorizations. There wereno common shares repurchased during the years ended December 31, 2024.

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  1. Dividend Restrictions

Bank regulators limit the amount of dividends a subsidiary bank can declare in any calendar year without obtaining prior approval. At December 31, 2025, approximately $177.3 million of the total shareholders’ equity of PNB was available for the payment of dividends to Park National Corporation, without approval by the applicable regulatory authorities.

  1. Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk

The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Financial Statements.

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those financial instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments, including the amount of collateral obtained, if deemed necessary by the Corporation. Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The total amounts of off-balance sheet financial instruments with credit risk were as follows:

December 31 (In thousands)20252024
Loan commitments$1,568,056$1,525,435
Standby letters of credit66,10433,545

The loan commitments are generally for variable rates of interest. Commitments to originate new loans are generally made for periods of 180 days or less.

Although the Corporation has a diversified loan portfolio, a substantial portion of the borrowers’ ability to honor their contracts is dependent upon the economic conditions of the borrowers' respective geographic locations and industries.

  1. Fair Value

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that Park uses to measure fair value are as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that Park has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect Park's own assumptions about the assumptions that market participants would use in pricing an asset or liability. This could include the use of internally developed models, financial forecasting and similar inputs.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the balance sheet date. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. However, certain assets and liabilities are not traded in observable markets and Park must use other valuation methods to develop a fair value. The fair value of individually evaluated collateral dependent loans is typically based on the fair value of the underlying collateral, which is estimated through third-party appraisals in accordance with Park's valuation requirements under its commercial and real estate loan policies.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The following tables present assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements at December 31, 2025 using:
(In thousands)Level 1Level 2Level 3Balance at December 31, 2025
Assets
Investment securities:
Obligations of states and political subdivisions$—$211,823$—$211,823
U.S. Government sponsored entities’ asset-backed securities—399,964—399,964
Collateralized loan obligations—56,143—56,143
Corporate debt securities—13,3227,41620,738
Equity securities16,867—62617,493
Mortgage loans held for sale—4,004—4,004
Mortgage IRLCs—115—115
Loan interest rate swaps—548—548
Liabilities
Fair value swap$—$—$268$268
Loan interest rate swaps—548—548
Fair Value Measurements at December 31, 2024 using:
(In thousands)Level 1Level 2Level 3Balance at December 31, 2024
Assets
Investment securities:
Obligations of U.S. Government sponsored entities$—$249$—$249
Obligations of states and political subdivisions—186,883—186,883
U.S. Government sponsored entities’ asset-backed securities—518,576—518,576
Collateralized loan obligations—271,833—271,833
Corporate debt securities—12,4196,66419,083
Equity securities10,885—60311,488
Mortgage loans held for sale—5,550—5,550
Mortgage IRLCs—85—85
Loan interest rate swaps—1,009—1,009
Liabilities
Fair value swap$—$—$103$103
Loan interest rate swaps—1,009—1,009

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The following methods and assumptions were used by the Company in determining the fair value of the financial assets and financial liabilities discussed above:

Fair value swap: The fair value of the swap agreement entered into with the purchaser of the Visa Class B shares represents an internally developed estimate of the exposure based upon probability-weighted potential Visa litigation losses and is classified as Level 3.

Interest rate swaps: The fair values of interest rate swaps are based on valuation models using observable market data as of the measurement date (Level 2).

Investment securities: Fair values for investment securities are based on quoted market prices, where available (Level 1). If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments (Level 2). This includes the use of "matrix pricing" to value debt securities absent the exclusive use of quoted prices. For equity securities where quoted prices or market prices of similar securities are not available, fair values are calculated using alternative valuation techniques, based on unobservable inputs (Level 3). For debt securities where quoted prices or market prices of similar securities are not available, fair values are calculated using DCF (Level 3).

Mortgage interest rate lock commitments: Mortgage IRLCs are based on current secondary market pricing and are classified as Level 2.

Mortgage loans held for sale: Mortgage loans held for sale are carried at their fair value. Mortgage loans held for sale are estimated using market prices for similar product types and, therefore, are classified in Level 2.

The following tables present a reconciliation of the beginning and ending balances of the Level 3 inputs for the years ended December 31, 2025 and 2024, for financial instruments measured on a recurring basis and classified as Level 3:

Level 3 Fair Value Measurements
(In thousands)Corporate debt securitiesEquity securitiesFair value swap
Balance at January 1, 2025$6,664$603$(103)
Transfers into level 3404——
Total gains / (losses)
Included in other income / other (expense)—23(457)
Included in other comprehensive income348——
Purchases, sales, issuances and settlements, other, net——292
Balance at December 31, 2025$7,416$626$(268)
Balance at January 1, 2024$6,349$473$(123)
Transfers into (out of) level 3, net———
Total gains / (losses)
Included in other income / other (expense)—130(500)
Included in other comprehensive income315——
Purchases, sales, issuances and settlements, other, net——520
Balance at December 31, 2024$6,664$603$(103)

One corporate debt security with a fair value of $404,000 as of December 31, 2025, was transferred out of Level 2 and into Level 3 because of a lack of observable market data for this investment. Level 3 corporate debt securities consisted of two debt securities at December 31, 2025 and a single debt security at December 31, 2024, which were valued using a discounted cash flow calculation. Significant unobservable inputs included a credit spread assumption which ranged from 3.67% and 4.45% at December 31, 2025, and was 3.67% at December 31, 2024.

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis:

The following methods and assumptions were used by the Company in determining the fair value of assets and liabilities measured at fair value on a nonrecurring basis as described below:

Individually evaluated collateral dependent loans: When a loan is individually evaluated, it is valued at the lower of cost or fair value. Collateral dependent loans which are individually evaluated and carried at fair value have been partially charged off or receive allocations of the allowance for credit losses. For collateral dependent loans, fair value is generally based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Collateral is then adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the customer and the customer’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Additionally, valuations for all collateral dependent loans are updated annually, either through independent valuations by a licensed appraiser or a VOV performed by an internal licensed appraiser, in accordance with Company policy. A VOV can only be used in select circumstances and verifies that the original appraised value has not deteriorated through property inspection, consideration of market conditions, and performance of all valuation methods utilized in a prior valuation.

Loans individually evaluated for impairment include all internally classified commercial nonaccrual loans and accruing collateral dependent loans to borrowers experiencing financial difficulty.

OREO: Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value less costs to sell when acquired. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both individually evaluated collateral dependent loans and OREO are performed by licensed appraisers. Appraisals are generally obtained to support the fair value of collateral. In general, there are three types of appraisals received by the Company: real estate appraisals, income approach appraisals, and lot development loan appraisals. These are discussed below:

Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management generally applies a 15% discount to real estate appraised values which management expects will cover all disposition costs (including selling costs). This 15% discount is based on historical discounts to appraised values on sold OREO.

Income approach appraisals typically incorporate the annual net operating income of the business divided by an appropriate capitalization rate, as determined by the appraiser. Management generally applies a 15% discount to income approach appraised values which management expects will cover all disposition costs (including selling costs).

Lot development loan appraisals are typically performed using a discounted cash flow analysis. Appraisers determine an anticipated absorption period and a discount rate that takes into account an investor’s required rate of return based on recent comparable sales. Management generally applies a 6% discount to lot development appraised values, which is an additional discount above the net present value calculation included in the appraisal, to account for selling costs.

MSRs: MSRs are carried at the lower of cost or fair value. MSRs do not trade in active, open markets with readily observable prices. For example, sales of MSRs do occur, but precise terms and conditions typically are not readily available. As such, management, with the assistance of a third-party specialist, determines fair value based on the discounted value of the future cash flows estimated to be received. Significant inputs include the discount rate and assumed prepayment speeds. The calculated fair value is then compared to market values where possible to ascertain the reasonableness of the valuation in relation to current market expectations for similar products. Accordingly, MSRs are classified as Level 2.

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The following tables present assets and liabilities measured at fair value on a nonrecurring basis. Individually evaluated, collateral-dependent loans secured by real estate are carried at fair value if they have been charged down to fair value or if a specific valuation allowance has been established. As of December 31, 2025 and 2024, there were no PCD loans carried at fair value. Additionally, there were no accruing, individually evaluated, collateral-dependent loans carried at fair value. A new cost basis is established at the time a property is initially recorded in OREO. OREO properties are carried at fair value if a devaluation has been taken with respect to the property's value subsequent to the initial measurement. There wereno OREO properties recorded at fair value as of December 31, 2025.

Fair Value Measurements at December 31, 2025 Using:
(In thousands)Level 1Level 2Level 3Balance at December 31, 2025
Nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value:
Commercial, financial and agricultural (1)$—$—$3,674$3,674
Commercial real estate——370370
Residential real estate——1717
Total nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value$—$—$4,061$4,061
MSRs$—$35$—$35

(1) Includes commercial, financial and agricultural loans in which real estate collateral was obtained subsequent to loan origination.

Fair Value Measurements at December 31, 2024 Using:
(In thousands)Level 1Level 2Level 3Balance at December 31, 2024
Nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value:
Commercial real estate$—$—$1,022$1,022
Residential real estate——1,9241,924
Total nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value$—$—$2,946$2,946
MSRs$—$371$—$371
OREO recorded at fair value:
Commercial real estate$—$—$938$938
Total OREO recorded at fair value$—$—$938$938

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The tables below provide additional detail on those nonaccrual individually evaluated loans which are recorded at fair value as well as the remaining nonaccrual individually evaluated loan portfolio not included above. The remaining nonaccrual individually evaluated loans consist of 1) loans which are not collateral dependent, 2) loans which are not secured by real estate, and 3) loans carried at cost as the fair value of the underlying collateral or the present value of expected future cash flows on each of the loans exceeded the book value for each respective credit.

(In thousands)Loan BalancePrior Charge-OffsSpecific Valuation AllowanceCarrying Balance
Total nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value$4,081$4,640$20$4,061
Remaining nonaccrual, individually evaluated loans42,84310071942,124
Total nonaccrual, individually evaluated loans$46,924$4,740$739$46,185
(In thousands)Recorded InvestmentPrior Charge-OffsSpecific Valuation AllowanceCarrying Balance
Total nonaccrual, individually evaluated, collateral-dependent loans recorded at fair value$2,986$488$40$2,946
Remaining nonaccrual, individually evaluated loans50,1634,5211,25948,904
Total nonaccrual, individually evaluated loans$53,149$5,009$1,299$51,850

The expense from credit adjustments related to nonaccrual individually evaluated loans carried at fair value for the years ended December 31, 2025, 2024 and 2023 was $1.6 million, $0.2 million, and $1.0 million, respectively.

MSRs totaled $13.7 million at December 31, 2025. Of this $13.7 million MSR carrying balance, $35,000 was recorded at fair value and included a valuation allowance of $3,000. The remaining $13.7 million was recorded at cost, as the fair value exceeded cost at December 31, 2025. At December 31, 2024, MSRs totaled $13.9 million. Of this $13.9 million MSR carrying balance, $0.4 million was recorded at fair value and included a valuation allowance of $19,000. The remaining $13.5 million was recorded at cost, as the fair value exceeded cost at December 31, 2024. The income related to MSRs carried at fair value for the years ended December 31, 2025, 2024 and 2023 was$16,000,$75,000 and$88,000, respectively.

Total OREO held by Park at December 31, 2025 and 2024 was $0.7 million and $0.9 million, respectively. At December 31, 2025, there wasno OREO held by Park that was carried at fair value due to fair value adjustments made subsequent to the initial OREO measurement. At December 31, 2024, there was $938,000 of OREO held by Park that was carried at fair value due to fair value adjustments made subsequent to the initial OREO measurement. The expense related to OREO fair value adjustments was$60,000 and$493,000 for the years ended December 31, 2025 and 2023, respectively. There wasno expense related to OREO carried at fair value during the year ended December 31, 2024.

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The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2025 and December 31, 2024:

December 31, 2025
(In thousands) · Fair Value · Valuation Technique · Unobservable Input(s) · Range (Weighted Average)
Nonaccrual, individually evaluated, collateral-dependent loans:
Commercial, financial and agricultural$3,674Sales comparison approachAdj to comparables5.0% - 46.0% (25.5%)
Commercial real estate$370Sales comparison approachAdj to comparables0.0% - 10.0% (3.8%)
Income approachCapitalization rate10.0% (10.0%)
Residential real estate$17Sales comparison approachAdj to comparables11.9% - 38.9% (25.4%)
December 31, 2024
(In thousands) · Fair Value · Valuation Technique · Unobservable Input(s) · Range (Weighted Average)
Nonaccrual, individually evaluated, collateral-dependent loans:
Commercial real estate$1,022Sales comparison approachAdj to comparables0.0% - 30.0% (15.2%)
Income approachCapitalization rate9.5% - 10.0% (9.6%)
Residential real estate$1,924Sales comparison approachAdj to comparables4.7% - 45.5% (21.6%)
Income approachCapitalization rate6.3% (6.3%)
Other real estate owned:
Commercial real estate$938Sales comparison approachAdj to comparables5.0% - 10.0% (7.5%)
Cost approachEntrepreneurial profit5.0% (5.0%)
Cost approachAccumulated depreciation50.0% (50.0%)

Assets Measured at Net Asset Value:

Park's portfolio of Partnership Investments are valued using the NAV practical expedient in accordance with ASC 820.

At December 31, 2025 and December 31, 2024, Park had Partnership Investments with a NAV of $39.3 million and $32.6 million, respectively. At December 31, 2025 and December 31, 2024, Park had $12.6 million and $17.6 million in unfunded commitments related to these Partnership Investments. For the years ended December 31, 2025, 2024 and 2023, Park recognized income of $1.2 million, $0.5 million and $0.4 million, respectively, related to these Partnership Investments.

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The fair value of certain financial instruments at December 31, 2025 and December 31, 2024 was as follows:

Fair Value Measurements
(In thousands)Carrying valueLevel 1Level 2Level 3Total fair value
Financial assets:
Cash and money market instruments$233,513$233,513$—$—$233,513
Investment securities (1)688,668—681,2527,416688,668
Other investment securities (2)17,49316,867—62617,493
Mortgage loans held for sale4,004—4,004—4,004
Mortgage IRLCs115—115—115
Individually evaluated loans carried at fair value4,061——4,0614,061
Other loans, net7,950,089——7,848,8107,848,810
Loans receivable, net$7,958,269$—$4,119$7,852,871$7,856,990
Financial liabilities:
Time deposits$772,952$—$774,487$—$774,487
Brokered deposits and Bid Ohio CDs17,000—17,000—17,000
Other1,2161,216——1,216
Deposits (excluding demand deposits)$791,168$1,216$791,487$—$792,703
Short-term borrowings$81,711$—$81,711$—$81,711
Derivative financial instruments - assets:
Loan interest rate swaps$548$—$548$—$548
Derivative financial instruments - liabilities:
Fair value swap$268$—$—$268$268
Loan interest rate swaps548—548—548

(1) Includes debt securities AFS.

(2) Excludes FHLB stock and FRB stock which are carried at their respective redemption values, investment securities accounted for at modified cost as these investments do not have a readily determinable fair value, and Partnership Investments valued using the NAV practical expedient.

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Fair Value Measurements
(In thousands)Carrying valueLevel 1Level 2Level 3Total fair value
Financial assets:
Cash and money market instruments$160,566$160,566$—$—$160,566
Investment securities (1)996,624—989,9606,664996,624
Other investment securities (2)11,48810,885—60311,488
Mortgage loans held for sale5,550—5,550—5,550
Mortgage IRLCs85—85—85
Individually evaluated loans carried at fair value2,946——2,9462,946
Other loans, net7,720,581——7,586,1117,586,111
Loans receivable, net$7,729,162$—$5,635$7,589,057$7,594,692
Financial liabilities:
Time deposits$735,297$—$736,188$—$736,188
Brokered deposits and Bid Ohio CDs176,486—176,522—176,522
Other1,2651,265——1,265
Deposits (excluding demand deposits)$913,048$1,265$912,710$—$913,975
Short-term borrowings$90,432$—$90,432$—$90,432
Subordinated notes189,651—185,599—185,599
Derivative financial instruments - assets:
Loan interest rate swaps$1,009$—$1,009$—$1,009
Derivative financial instruments - liabilities:
Fair value swap$103$—$—$103$103
Loan interest rate swaps1,009—1,009—1,009

(1) Includes debt securities AFS.

(2) Excludes FHLB stock and FRB stock which are carried at their respective redemption values, investment securities accounted for at modified cost as these investments do not have a readily determinable fair value, and Partnership Investments valued using the NAV practical expedient.

  1. Capital Ratios

Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank holding companies. Park has elected not to include the net unrealized gain or loss on debt securities AFS in computing regulatory capital. Park has adopted the Basel III regulatory capital framework as approved by the federal banking agencies. Under the Basel III regulatory capital framework, in order to avoid limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers, Park must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer include the 2.50% buffer. The Federal Reserve Board has also adopted requirements Park must maintain to be deemed "well-capitalized" and to remain a financial holding company.

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Each of PNB and Park met all of the well-capitalized ratio guidelines applicable to it at December 31, 2025. The following table indicates the capital ratios for PNB and Park at December 31, 2025 and 2024.

As of December 31, 2025
LeverageTier 1Risk-BasedCommon Equity Tier 1TotalRisk-Based
PNB10.45%12.08%12.08%13.53%
Park12.11%13.99%13.99%15.13%
Adequately capitalized ratio4.00%6.00%4.50%8.00%
Adequately capitalized ratio plus capital conservation buffer4.00%8.50%7.00%10.50%
Well-capitalized ratio - PNB5.00%8.00%6.50%10.00%
Well-capitalized ratio - ParkN/A6.00%N/A10.00%
As of December 31, 2024
LeverageTier 1Risk-BasedCommon Equity Tier 1TotalRisk-Based
PNB9.80%11.44%11.44%12.85%
Park11.51%13.46%13.28%16.63%
Adequately capitalized ratio4.00%6.00%4.50%8.00%
Adequately capitalized ratio plus capital conservation buffer4.00%8.50%7.00%10.50%
Well-capitalized ratio - PNB5.00%8.00%6.50%10.00%
Well-capitalized ratio - ParkN/A6.00%N/A10.00%

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The following table reflects various measures of capital for Park and PNB:

To Be Adequately Capitalized · To Be Well-Capitalized
(In thousands)Actual AmountRatioAmountRatioAmountRatio
Total Risk-Based Capital (to risk-weighted assets)
PNB$1,153,86713.53%$682,4038.00%$853,00410.00%
Park1,300,06315.13%687,3168.00%859,14510.00%
Tier 1 Risk-Based Capital (to risk-weighted assets)
PNB$1,030,69512.08%$511,8026.00%$682,4038.00%
Park1,201,89113.99%515,4876.00%515,4876.00%
Leverage Ratio (to average total assets)
PNB$1,030,69510.45%$394,5814.00%$493,2265.00%
Park1,201,89112.11%396,9544.00%N/AN/A
Common Equity Tier 1 (to risk-weighted assets)
PNB$1,030,69512.08%$383,8524.50%$554,4536.50%
Park1,201,89113.99%386,6154.50%N/AN/A
Total Risk-Based Capital (to risk-weighted assets)
PNB$1,081,97912.85%$673,6718.00%$842,08910.00%
Park1,408,99916.63%677,9668.00%847,45810.00%
Tier 1 Risk-Based Capital (to risk-weighted assets)
PNB$963,14811.44%$505,2536.00%$673,6718.00%
Park1,140,51713.46%508,4756.00%508,4756.00%
Leverage Ratio (to average total assets)
PNB$963,1489.80%$393,2564.00%$491,5705.00%
Park1,140,51711.51%396,5194.00%N/AN/A
Common Equity Tier 1 (to risk-weighted assets)
PNB963,14811.44%378,9404.50%547,3586.50%
Park1,125,51713.28%381,3564.50%N/AN/A
  1. Segment Information

Park's chief operating decision maker is Park's Chief Executive Officer and President. While the chief decision maker monitors the operating results of its lines of business, operations are managed and financial performance is evaluated on a consolidated basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

The segment is determined by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products, and services are similar. The chief operating decision maker will evaluate the financial performance of Park's business components such as by evaluating interest income, interest expense, other revenue streams, significant expenses, and budget to actual results in assessing Park's segment and in the determination of allocation resources. The chief operating

-155- decision maker uses consolidated net income to benchmark Park against its peers. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment of performance and in establishing compensation. Loans, investments, deposits, and fiduciary income provide the revenues in the banking operation. Interest expense, provisions for credit losses, and payroll/benefits provide the significant expenses in the banking operation. All operations are domestic.

Accounting policies for Park's reportable segment are the same as described in Note 1 - Summary of Significant Accounting Policies. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of significant segment totals to the financial statements.

Banking Segment
(in thousands)202520242023
Interest Income$544,540$522,965$471,670
Reconciliation of Revenue
Other revenues$119,881$122,588$92,634
Total consolidated revenues$664,421$645,553$564,304
Less:
Interest expense$107,229$124,946$98,557
Segment net interest income and noninterest income$557,192$520,607$465,747
Less:
Provision for credit losses11,48814,5432,904
Salaries152,735147,311139,237
Employee benefits40,36241,72442,264
Occupancy expense13,37912,81613,114
Furniture and equipment expense8,7619,98312,233
Data processing fees45,26940,56437,637
Professional fees and services31,45231,14629,173
Marketing6,0746,3185,471
Insurance6,3556,7357,640
Communication4,5194,0974,210
State tax expense4,8994,5004,657
Amortization of intangible assets1,0421,2151,323
Foundation contributions1,0002,0001,000
Miscellaneous8,53412,93011,280
Income taxes41,25033,30526,870
Segment net income/consolidated net income$180,073$151,420$126,734

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(in thousands)202520242023
Other segment disclosures
Interest income544,540522,965471,670
Interest expense107,229124,94698,557
Depreciation11,19112,19214,015
Amortization1,0421,2151,323
Other significant noncash items:
Provision for credit losses11,48814,5432,904
Segment assets9,805,0139,805,3509,836,453
Reconciliation of assets
Total assets for reportable segments$9,805,0139,805,3509,836,453
Other assets———
Total consolidated assets$9,805,0139,805,3509,836,453
  1. Parent Company Statements

The Parent Company statements should be read in conjunction with the consolidated financial statements and the information set forth below. Investments in subsidiaries are accounted for using the equity method of accounting.

Cash represents non-interest bearing deposits with PNB. Net cash provided by operating activities reflects cash payments (received from subsidiaries) partially offset by cash payments to government entities for income taxes of $4.0 million, $3.0 million and $6.1 million in 2025, 2024 and 2023, respectively.

Condensed Balance Sheets
December 31, 2025 and 2024
(In thousands)20252024
Assets:
Cash$85,660$277,808
Investment in subsidiaries1,197,1261,095,701
Debentures receivable from PNB25,00025,000
Other receivables from subsidiaries6591,261
Other investments16,55910,523
Other assets42,62741,363
Total assets$1,367,631$1,451,656
Liabilities:
Subordinated notes$—$189,651
Other payables to subsidiaries531
Other liabilities14,78518,156
Total liabilities$14,838$207,808
Total shareholders’ equity$1,352,793$1,243,848
Total liabilities and shareholders’ equity$1,367,631$1,451,656

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Condensed Statements of Income
for the years ended December 31, 2025, 2024 and 2023
(In thousands)202520242023
Income:
Dividends from subsidiaries$120,000$93,000$110,000
Interest and dividends2,1882,1881,678
Other4,9272,418163
Total income127,11597,606111,841
Expense:
Interest expense$6,285$9,428$9,383
Other, net12,0328,9769,536
Total expense18,31718,40418,919
Income before income taxes and equity in undistributed income of subsidiaries$108,798$79,202$92,922
Income tax benefit3,2853,8764,196
Income before equity in undistributed income of subsidiaries112,08383,07897,118
Equity in undistributed income of subsidiaries67,99068,34229,616
Net income$180,073$151,420$126,734
Other comprehensive income (1)33,43620,01636,203
Comprehensive income$213,509$171,436$162,937

(1) See Consolidated Statements of Comprehensive Income for other comprehensive income detail.

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Statements of Cash Flows
for the years ended December 31, 2025, 2024 and 2023
(In thousands)202520242023
Operating activities:
Net income$180,073$151,420$126,734
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed income of subsidiaries(67,990)(68,342)(29,616)
Compensation expense for issuance of treasury shares to directors1,1031,2231,223
Share-based compensation expense7,5106,4466,787
(Gain) loss on equity securities, net(4,074)(1,872)151
Decrease (increase) in other assets1,573(23)828
Decrease in other liabilities(3,148)(1,770)(2,752)
Net cash provided by operating activities115,04787,082103,355
Investing activities:
Proceeds from sales of securities1,196—1,370
Purchase of equity securities(5,822)(10,213)(2,195)
Other, net430(600)(31)
Net cash used in investing activities(4,196)(10,813)(856)
Financing activities:
Cash dividends paid(89,917)(77,496)(68,951)
Repurchase of common shares to be held as treasury shares(20,134)—(23,017)
Repayment of subordinated notes(190,000)——
Value of common shares withheld to pay employee income taxes(2,948)(3,116)(2,844)
Net cash used in financing activities(302,999)(80,612)(94,812)
(Decrease) increase in cash(192,148)(4,343)7,687
Cash at beginning of year277,808282,151274,464
Cash at end of year$85,660$277,808$282,151
  1. Revenue from Contracts with Customers

All of Park's revenue from contracts with customers within the scope of ASC 606 is recognized within "Other income" in the Consolidated Statements of Income. All of Park's operations are considered by management to be aggregated in one reportable segment.

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The following table presents the Corporation's sources of other income by revenue stream for the years ended December 31, 2025, 2024, and 2023:

Year ended December 31, 2025Year ended December 31, 2024Year ended December 31, 2023
Revenue by Operating Segment (in thousands)PRKPRKPRK
Income from fiduciary activities
Personal trust and agency accounts$13,86512,82510,297
Employee benefit and retirement-related accounts11,97111,0939,894
Investment management and investment advisory agency accounts17,42916,18413,242
Other2,5052,3872,041
Service charges on deposit accounts
Non-sufficient funds (NSF) fees2,9573,2363,744
Demand deposit account (DDA) charges6,4475,2864,229
Other647479472
Other service income (1)
Credit card2,7762,6522,799
HELOC443389369
Installment260161177
Real estate9,0957,0915,795
Commercial1,9081,4501,160
Debit card fee income25,79325,87326,522
Bank owned life insurance income (2)6,6107,7705,338
ATM fees1,4061,8402,178
Pension settlement gain (2)—6,148—
Loss on the sale of debt securities, net (2)(2,250)(526)(7,875)
Gain on equity securities, net (2)4,6643,080971
Other components of net periodic pension benefit income (2)9,3769,2637,572
Miscellaneous (3)3,9795,9073,709
Total other income$119,881$122,588$92,634

(1) "Other Service Income" totaled $14.5 million, $11.7 million, and $10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Of this aggregate service revenue, approximately, $7.1 million, $5.7 million, and $5.2 million is within the scope of ASC 606, with the remaining $7.4 million, $6.0 million, and $5.1 million consisting primarily of residential real estate loan fees which are out of scope for each respective year.

(2) Not within the scope of ASC 606.

(3) "Miscellaneous" income includes brokerage income, safe deposit box rentals, gains/losses on asset sales, and miscellaneous bank fees totaling $4.0 million, $5.9 million, and $3.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, all of which are within the scope of ASC 606.

A description of Park's material revenue streams accounted for under ASC 606 follows:

Income from fiduciary activities (gross): Park earns fiduciary fee income and investment brokerage fees from its contracts with wealth management customers for various fiduciary and investment-related services. These fees are earned over time as the Company provides the contracted monthly and quarterly services and are generally assessed based on the market value of the trust assets.

Service charges on deposit accounts and ATM fees: The Corporation earns fees from the Corporation's deposit customers for transaction-based, account maintenance, and overdraft services. Fees for transaction-based services, which include services such as ATM use fees, stop payment charges, statement rendering fees, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are generally recognized at the end of the month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Other service income: Other service income includes income from (1) the sale and servicing of loans sold to the secondary market, (2) incentive income from third-party credit card issuers, and (3) loan customers for various loan-related activities and

-160- services. Income related to the sale and servicing of loans sold to the secondary market is included within "Other service income", but is not within the scope of ASC 606. Services that fall within the scope of ASC 606 are recognized as revenue when the Company satisfies the Company's performance obligation to the customer.

Debit card fee income: Park earns interchange fees from debit cardholder transactions conducted primarily through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, net of card network fees, concurrently with the transaction processing services provided to the cardholder.

  1. Subsequent Events (Unaudited)

On February 1, 2026, First Citizens Bancshares, Inc., a Tennessee corporation (“First Citizens”) merged into Park, with Park continuing as the surviving corporation. Immediately following the merger, First Citizens National Bank, a national banking association and a wholly-owned subsidiary of First Citizens, was merged into PNB, with PNB as the surviving bank.

As of January 31, 2026, First Citizens had $2.6 billion in total assets, $1.6 billion in total loans and leases, and $2.2 billion in total deposits. The acquisition was valued at $324.1 million and resulted in Park issuing 1,988,131 Park common shares as consideration for the First Citizens common stock acquired from First Citizens shareholders.

The assets and liabilities of First Citizens' will be recorded on Park's consolidated balance sheet at their preliminary estimated fair values as of February 1, 2026, the acquisition date, and First Citizens' results of operations will be included in Park's consolidated statement of income from that date. The initial accounting and determination of the fair values of the assets acquired and liabilities assumed in the acquisition was incomplete at the time of the filing of Park's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K") due to the timing of the closing of the acquisition in relation to the deadline for the filing of Park's 2025 Form 10-K. A more complete disclosure of the business combination is expected to be reported in Park's Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026.

For the year ended December 31, 2025, Park recorded merger-related expenses of $1.6 million associated with the First Citizens acquisition.

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