PARK NATIONAL CORP /OH/ 8-K

What Happened
Park National Corporation (PRK) issued a news release on January 26, 2026 reporting financial results for the three and twelve months ended December 31, 2025. The company also announced a $1.10 per share quarterly cash dividend payable March 10, 2026 to shareholders of record as of February 20, 2026. Separately, Park reaffirmed the previously announced merger agreement with First Citizens Bancshares, Inc.; First Citizens shareholders approved the merger on January 21, 2026, and the Merger and the related bank merger are expected to close on February 1, 2026, subject to customary closing conditions and following required regulatory approvals.

Key Details

• Dividend: $1.10 per common share declared; payable March 10, 2026; record date February 20, 2026.
• Merger timeline: Merger Agreement with First Citizens signed October 27, 2025; First Citizens shareholders approved Jan 21, 2026; expected closing Feb 1, 2026.
• Regulatory approvals: OCC approved the bank merger; Federal Reserve Bank of Cleveland approved Park’s waiver request.
• Financial disclosure: News release (Exhibit 99.1) includes Q4 and FY2025 results, non‑U.S. GAAP metrics (ROAT, tangible book value, pre‑tax/pre‑provision income, FTE adjustments) and reconciliations; management flags certain items (e.g., M&A, former Vision Bank loan relationships) as impacting comparability.

Why It Matters
The filing combines routine quarterly/fiscal reporting with two material corporate actions: a meaningful cash dividend and a pending merger that will change Park’s footprint and scale if completed. The news release provides both GAAP and non‑GAAP metrics (with reconciliations) to help investors evaluate underlying performance and the effects of acquisition-related items. Investors should watch for the Feb 1, 2026 closing (subject to conditions) and factor the declared dividend and merger outcomes into income and capital expectations.