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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One) FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


			OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________


Commission File Number			1-13006


PARK NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)


Ohio						31-1179518
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

50 North Third Street,

P.O. Box 3500

Newark,

Ohio

43058-3500

(Address of principal executive offices)


(740)			349-8451
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	PRK	NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

xYes ¨No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨Yes xNo

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes ¨No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

xYes ¨No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐Yes xNo

As of June 30, 2025, the aggregate market value of the Registrant’s common shares (the only common equity of the Registrant) held by non-affiliates of the Registrant was $2,626,149,253 based on the closing sale price as reported on NYSE American. For this purpose, executive officers and directors of the Registrant are considered affiliates.

As of February 20, 2026, the Registrant had 18,066,393 outstanding Common Shares, no par value per share.

DOCUMENT INCORPORATED BY REFERENCE


Document						Part Into Which Incorporated
Portions of the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 27, 2026						Part III (Items 10, 11, 12, 13, and 14)

Glossary of Abbreviations and Acronyms

Park has identified the following list of abbreviations and acronyms that are used in this Annual Report on Form 10-K:

2017 Employees LTIP

The Park National Corporation 2017 Long-Term Incentive Plan for Employees

KSOP

Park's qualified retirement plan that combines an employee stock ownership plan (ESOP) with a 401(k) plan

2017 Non-Employee Directors LTIP

The Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors

LDA

Loss driver analysis

ACH

Automated clearing house

LGD

Loss given default

ACL

Allowance for credit losses

LIBOR

London Inter-bank Offered Rate

AFS

Available-for-sale

LTIP

Long-Term Incentive Plan

ASC

Accounting standards codification

MSRs

Mortgage servicing rights

ASU

Accounting standards update

NAV

Net asset value

ATM

Automated teller machine

NewDominion

NewDominion Bank

CARES Act

Coronavirus Aid, Relief, and Economic Security Act

NSF

Non-sufficient funds

Carolina Alliance

CAB Financial Corporation and its subsidiaries

OREO

Other real estate owned

CECL

Current expected credit loss

Park

Park National Corporation and its subsidiaries unless context otherwise requires

CME

Chicago Mercantile Exchange

Park National Bank

The Park National Bank

Company

Park National Corporation and its subsidiaries

PBRSUs

Performance-based restricted stock units

Corporation

Park National Corporation and its subsidiaries

PCD

Purchased credit deteriorated

COVID-19

Novel coronavirus

Probability of default

CRE

Commercial real estate

PNB

The Park National Bank

DCF

Discounted cash flow

PPP

CARES Act Paycheck Protection Program

DDA

Demand deposit account

PBO

Projected benefit obligation

DOJ

U.S. Department of Justice

PTPP

Pre-tax, pre-provision

FASB

Financial Accounting Standards Board

Registrant

Park National Corporation

FDIC

Federal Deposit Insurance Corporation

ROU

Right-of-use

Federal Reserve Board

Board of Governors of Federal Reserve System

SARs

Stock appreciation rights

FFIEC

Federal Financial Institutions Examination Council

SEC

U.S. Securities and Exchange Commission

FHLB

Federal Home Loan Bank

SEPH

SE Property Holdings, LLC

First Citizens

First Citizens Bancshares, Inc.

SERP

Supplemental Executive Retirement Plan

FRB

Federal Reserve Bank

SOFR

Secured overnight financing rate

FTE

Fully taxable equivalent

TBRSUs

Time-based restricted stock units

GDP

Gross domestic product

TDRs

Troubled debt restructurings

HELOC

Home equity line of credit

U.S.

United States

HPI

Home price index

U.S. GAAP

United States generally accepted accounting principles

HTM

Held-to-maturity

United States

United States of America

IRLC

Interest rate lock commitment

Vision

Vision Bancshares, Inc.

VOV

Verification of value

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Risks and uncertainties that could cause actual results to differ include, without limitation: (1) the ability to execute our business plan successfully and manage strategic initiatives; (2) the impact of current and future economic and financial market conditions, including unemployment rates, inflation, interest rates, supply-demand imbalances, and geopolitical matters; (3) factors impacting the performance of our loan portfolio, including real estate values, financial health of borrowers, and loan concentrations; (4) the effects of monetary and fiscal policies, including interest rates, money supply, and inflation; (5) changes in federal, state, or local tax laws; (6) the impact of changes in governmental policy and regulatory requirements on our operations; (7) changes in consumer spending, borrowing, and saving habits; (8) changes in the performance and creditworthiness of customers, suppliers, and counterparties; (9) increased credit risk and higher credit losses due to loan concentrations; (10) volatility in mortgage banking income due to interest rates and demand; (11) adequacy of our internal controls and risk management programs; (12) competitive pressures among financial services organizations; (13) uncertainty regarding changes in banking regulations and other regulatory requirements; (14) our ability to meet heightened supervisory requirements and expectations; (15) the impact of changes in accounting policies and practices on our financial condition; (16) the reliability and accuracy of assumptions and estimates used in applying critical accounting estimates; (17) the potential for higher future credit losses due to changes in economic assumptions; (18) the ability to anticipate and respond to technological changes and our reliance on third-party vendors; (19) operational issues related to and capital spending necessitated by the implementation of information technology systems on which we are highly dependent; (20) the ability to secure confidential information and deliver products and services through computer systems and telecommunications networks; (21) the impact of security breaches or failures in operational systems; (22) the impact of geopolitical instability and trade policies on our operations including the imposition of tariffs and retaliatory tariffs; (23) the impact of changes in credit ratings of government debt and financial stability of sovereign governments; (24) the effect of stock market price fluctuations on our asset and wealth management businesses; (25) litigation and regulatory compliance exposure; (26) availability of earnings and excess capital for dividend declarations; (27) the impact of fraud, scams, and schemes on our business; (28) the impact of natural disasters, pandemics, and other emergencies on our operations; (29) potential deterioration of the economy due to financial, political, or other shocks; (30) impact of healthcare laws and potential changes on our costs and operations; (31) the ability to grow deposits and maintain adequate deposit levels, including by mitigating the effect of unexpected deposit outflows on our financial condition; (32) the ability to integrate the operations of First Citizens Bancshares, Inc. into those of Park and the effects of the merger on Park’s future financial condition, results of operations, strategy and plans; and (33) other risk factors related to the banking industry.

Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.

PART I

ITEM 1. BUSINESS.

The disclosures set forth in this Item are qualified by "ITEM 1A. RISK FACTORS" and the section captioned "FORWARD-LOOKING STATEMENTS" of this Annual Report on Form 10-K and other cautionary statements set forth elsewhere in this Annual Report on Form 10-K.

General

Park National Corporation (“Park”) is a financial holding company regulated under the Bank Holding Company Act of 1956 (the “Bank Holding Company Act”). Founded as Park National Bank of Ohio, in Newark, Ohio, Park’s legacy dates to 1908. As a bank holding company, Park was established in 1987. Park is headquartered at 51 North Third Street, Newark, Ohio 43055, and can be reached at (740) 349-8451. Its common shares trade on NYSE American under the symbol “PRK.” Park's internet site http://www.parknationalcorp.com provides access to annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments, and definitive proxy statements filed under the Securities Exchange Act of 1934 (the “Exchange Act”). These documents are available as soon as practicable after Park files them electronically with the SEC. Park's primary business is to own and oversee its subsidiaries, engaged primarily in the business of banking. While Park sets overall policies, including lending and financial strategies, the officers of its subsidiaries handle day-to-day operations.

Human Capital

At Park, banking is about more than money, and jobs are about more than work. Park provides a work experience that ignites associate passion to serve, unlocks potential to grow, and fuels the life of associates who want to build for themselves and those they love. Park provides opportunities for growth and advancement by empowering associates and offering ongoing training to develop knowledge and skills. Park strives to provide a safe, fair, caring and courteous work environment.

Associate Profile

Park associates are driven by purpose, a theme associates refer to as "Serving More." The organization prioritizes doing the right thing, whether that means listening attentively, empathizing with others, or prioritizing the best interests of others. This commitment makes the work deeply meaningful.

As of December 31, 2025, Park operated 87 financial service offices in Ohio, northern Kentucky, and the Carolinas. As of December 31, 2025, Park had 1,731 active associates, comprising 1,589 full-time and 142 part-time, which equates to 1,694 full-time equivalent associates. Of these, 68% are female and 32% are male, with an average tenure of 9.7 years. The branch delivery channels employ 32.7% of those associates.

Talent

Park is committed to equal employment opportunities, hiring, and promoting individuals who meet position requirements and show strong potential for growth. Park’s performance management emphasizes rewarding associates based on performance. Through annual goal-setting and quarterly updates, supervisors and associates collaboratively track progress. The annual evaluation process influences pay and salary reviews, fostering a culture of continuous improvement. Park values associates' experience and knowledge to identify enhancement areas.

Career Pathways and Professional Development

At Park, we believe that growth and thriving go hand in hand. Our culture emphasizes compassion over competition, creating an environment where associates feel supported and empowered to own their career journey. Through meaningful development opportunities, we strengthen performance, engagement, and competitiveness - helping both our associates and Park flourish.

Our Learning and Development team plays a critical role in advancing Park’s strategy. By streamlining training, enhancing onboarding, and delivering learning solutions that foster belonging and connection, we ensure every associate has the tools to succeed. These efforts reflect our commitment to grow with our associates, reinforcing Park’s mission to promote long-term prosperity for all stakeholders.

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In 2025, Park introduced Leadership Pathways, a targeted learning program aligned with specific capabilities and competencies designed to strengthen our culture, deepen connections, and equip leaders with the skills to inspire growth. This year, Learning & Development is building on that momentum with the launch of a Manager Onboarding program - a tailored experience that helps new managers quickly acclimate to their role, lead with confidence, and guide teams to succeed.

These initiatives reflect Park’s unwavering commitment to grow with our associates by providing resources and experiences that enable personal and professional success. When our leaders thrive, our teams flourish and together, we advance Park’s mission of long-term prosperity and continued success.

Compensation & Benefits

Park's benefits package is designed to support what matters most to associates, including by investment in family, life/work balance, health and wellbeing, and financial security. Park’s compensation program includes market-aligned salary grades, an annual incentive compensation program for eligible associates, a long-term incentive plan ("LTIP") for select associates, and premium pay for associates working extended hours. Available benefits also include an employee stock ownership plan ("KSOP") with a company matching contribution, defined benefit pension plan, health and life insurance, dependent care assistance, health flexible spending plan, long-term disability plan, paid time off, tuition reimbursement for qualified schooling, and an employee assistance program.

Employee Culture & Retention

Park associates are driven by empathy, compassion, and a genuine desire to serve customers, communities, and colleagues. They value an environment for personal and professional growth, which is why many choose long-term careers with Park. In 2025, Park's voluntary turnover was 15.2%. By the end of the year, 89% of Park associates were shareholders through the organization’s KSOP, which includes a discretionary 50% match for each associate’s regular contribution. Park fosters a listening culture by regularly conducting employee engagement surveys to understand associate perspectives and address concerns. In 2025, 83.0% of our associates participated in the engagement survey. Park’s commitment to associate retention is evident in the organization’s tenure statistics: 36.2% of our associates had been with our organization 10 years or more.

Banking Operations

Park’s banking operations are conducted through Park National Bank, a national banking association. Park National Bank engages in the commercial banking, consumer banking, and wealth management, including trust and investment services. Geographically, Park is focused on small and medium population areas in Ohio, North Carolina, South Carolina, and the metropolitan areas of Columbus, Cincinnati, Charlotte, Louisville, and Raleigh. As of December 31, 2025, Park National Bank operated 87 financial service offices, including 82 branches, in Ohio, Kentucky, North Carolina and South Carolina. Park National Bank delivers financial products and services through its 87 financial service offices and a network of 107 automated teller machines, as well as telephone and internet-based banking by computer or mobile device, including with ParkDirect, a Park National Bank-tailored mobile banking application for Park customers.

There is one reportable operating segment for the Corporation.

SE Property Holdings, LLC ("SEPH")

SEPH, an Ohio limited liability company and Park subsidiary, was organized in 2011 to purchase and sell OREO from Vision Bank. Based on authorization from the Federal Reserve Board, SEPH is permitted to engage in lending activities and succeeded to the lending rights and obligations of Vision Bank when Vision Bank merged into SEPH on February 16, 2012 (the "Vision Bank-SEPH Merger"). SEPH operates in Ohio and other states in which Vision Bank originated loans, focused on selling OREO and resolving problem loans.

Scope Leasing, Inc.

Scope Leasing, Inc. (doing business as “Scope Aircraft Finance”), an Ohio corporation, is a subsidiary of Park National Bank specializing in aircraft financing. Customers of Scope Aircraft Finance include primarily small businesses and entrepreneurs who utilize aircraft for business or pleasure. Scope Aircraft Finance serves customers throughout the U.S.

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Other Subsidiaries

Park Investments, Inc. ("PII"), a subsidiary of Park National Bank, operates as an asset management company. Commencing in 2015, Park began purchasing and holding municipal bonds within PII. As of December 31, 2025, PII held municipal securities with an amortized cost of $220.3 million.

NSCB 2, LLC; X Holdings, LLC; X Holdings Nevada, LLC; and Meadowbrook Holdings, LLC are subsidiaries of Park National Bank that hold certain OREO properties or other nonperforming assets. The operations of these subsidiaries are not significant to the consolidated Park entity.

87A Orange Beach, LLC; Swindall Holdings, LLC; Swindall Partnership Holdings, LLC; Farm Holdings, LLC; Marina Holding WE, LLC; Alabama Apartment Holdings, LLC; and Vision-Park Properties, L.L.C. are subsidiaries of SEPH that hold certain OREO properties. The operations of these subsidiaries are not significant to the consolidated Park entity.

Recent Developments

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.

Park’s consolidated assets surpassed $10.0 billion following the First Citizens acquisition. Park expects that the total consolidated assets of Park will continue to exceed $10.0 billion at December 31, 2026, which would bring new Dodd-Frank Act regulatory obligations, including direct supervision and examination by the CFPB for compliance with federal consumer financial laws and caps on debit interchange fees. Park anticipated these changes and has been preparing its systems and processes to ensure a smooth transition.

Services Provided by Park’s Subsidiaries

Park National Bank provides the following principal services:

•the acceptance of deposits for demand, savings, and time accounts, and the servicing of those accounts;

•commercial, industrial, consumer and real estate lending, including installment loans, credit cards (which are offered through a third party), home equity lines of credit, and commercial leasing;

•a national portfolio of loans to non-bank consumer finance companies;

•wealth management, including trust and investment services;

•aircraft financing;

•commercial cash management;

•safe deposit operations;

•electronic funds transfers;

•internet and mobile banking solutions with bill pay service; and

•ParkDirect, a personal banking app.

Park believes that Park National Bank's current deposit mix is diverse enough that the loss of any single customer would not significantly impact Park National Bank's business.

Lending Activities

As of December 31, 2025, Park National Bank deals with consumers and businesses primarily in the 24 Ohio counties, one Kentucky county, five North Carolina counties and four South Carolina counties where Park National Bank has office locations. SEPH, through the Vision Bank-SEPH Merger, manages loans formerly serviced by Vision Bank, with minimal new originations expected. Such origination (or modification) volume has been and is expected to continue to be insignificant to the consolidated Park entity.

To maintain acceptable loan quality, loan decisions are made to align with Park’s written policies and procedures. Park National Bank retains commercial and commercial real estate loans, commercial leases, residential real estate loans, home

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equity lines of credit, and installment loans for its portfolio, and also sells fixed-rate residential real estate loans to the secondary market. Park National Bank acknowledges there are certain risks inherent in making loans. These risks include borrower credit changes, interest rate fluctuations, economic shifts, borrower reliability, and potential changes in collateral value.

Commercial Loans

At December 31, 2025, Park’s subsidiaries (including Scope Aircraft Finance) had approximately $3,453 million in commercial loans (commercial, financial and agricultural loans and commercial real estate loans) and commercial leases outstanding, representing approximately 42.9% of their total aggregate loan portfolio as of that date. Of this amount, approximately $1,212 million represented commercial, financial and agricultural loans, $2,209 million represented commercial real estate loans, and $32 million represented commercial leases.

Commercial loans are made for a wide variety of general corporate purposes, including financing for industrial and commercial properties, financing for equipment, inventory and accounts receivable, acquisition financing, commercial leasing, and loans originated by consumer finance companies. The term of each commercial loan varies by its purpose. Repayment terms are structured such that commercial loans will be repaid within the economic useful life of the underlying asset. Information concerning the loan maturity distribution within the commercial loan portfolio is provided in "Table 8 - Loan Maturity Distribution" included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

The commercial loan portfolio of Park’s current subsidiaries includes loans to a wide variety of corporations and businesses across many industrial classifications in the counties where Park National Bank operates, with the exception of nationwide aircraft loans and nationwide asset-based lending to consumer finance companies. The primary industries represented by these customers include real estate rental and leasing; construction; finance and insurance; accommodation and food services; other services (except public administration); health care and social assistance; manufacturing; retail trade; professional, scientific, and technical services; and agriculture forestry, fishing and hunting.

Commercial loans are evaluated for the adequacy of repayment sources at the time of approval and are regularly reviewed for any possible deterioration in the ability of the borrower to repay the loan. The credit information required generally includes, depending on the amount of money lent, financial statements, two years of federal income tax returns and a current credit report. Loan terms include amortization schedules commensurate with the purpose of each loan, identification of the source of each repayment and the risk involved. In most instances, collateral is required to provide an additional source of repayment in the event of default by a commercial borrower. The structure of the collateral package, including the type and amount of the collateral, varies from loan to loan depending on the financial strength of the borrower, the amount and terms of the loan and the collateral available to be pledged by the borrower. Most often, the collateral is inventory, machinery, accounts receivable and/or real estate. The guarantee of the business owners/principals is generally required on loans made to closely-held business entities.

Commercial real estate loans (“CRE loans”) include mortgage loans to developers and owners of commercial real estate. The lending policy for CRE loans is designed to address the unique risk attributes of CRE lending. The collateral for CRE loans is the underlying commercial real estate. Park National Bank generally requires that the CRE loan amount be no more than 85% of the purchase price or the appraised value of the commercial real estate securing the CRE loan, whichever is less. CRE loans made for Park National Bank’s portfolio generally have a variable interest rate. For more information concerning the loan maturity distribution in the CRE loan portfolio, please see "Table 8 - Loan Maturity Distribution" included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

The regulatory limit for loans made to one borrower by Park National Bank was $172.3 million at December 31, 2025. Participations in a loan by Park National Bank in an amount larger than $53.0 million are generally sold to third-party banks or financial institutions. While Park National Bank has a loan limit of $172.3 million, the total exposure of the largest single borrower within the commercial portfolio was $75.0 million at December 31, 2025.

Park has an independent, internal loan review program which annually evaluates all commercial loan relationships equal to or greater than $1.0 million, all new commercial loans equal to or greater than $1.0 million in its metropolitan markets of Columbus, Ohio; Cincinnati, Ohio; Louisville, Kentucky; Charlotte, North Carolina; and within its loans to non-bank consumer finance companies and aircraft financing sectors, all new commercial loans equal to or greater than $500,000 in all other markets, and a risk-based sample of commercial relationships less than $1.0 million. If a loan has deteriorated, Park takes

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prompt action designed to increase the likelihood that it will be repaid. Upon detection of the reduced ability of a borrower to service interest and/or principal on a loan, Park may downgrade the loan and, under certain circumstances, place the loan on nonaccrual status. Park then works with the borrower to develop a payment schedule which it anticipates will permit service of the principal and interest on the loan by the borrower. Loans which deteriorate and show the inability of a borrower to repay principal are charged down to the net realizable value of collateral. A collection specialist/work-out officer is available to assist when a credit deteriorates. Information about Park’s policy for placing loans on nonaccrual status is included under the caption “Loans” in "Note 1 - Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements found in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K.

Commercial loans are generally viewed as having a higher credit risk than consumer loans because commercial loans typically involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn. Commercial loans also generally have variable interest rates. Park uses several indices for commercial loans that help determine loan interest rates, but the national prime rate and short-term FHLB of Cincinnati advance rates are the most common indices used. Credit risk for commercial loans arises from borrowers lacking the ability or willingness to pay principal or interest and, in the case of secured loans, by a shortfall in the collateral value in relation to the outstanding loan balance in the event of a default and subsequent liquidation of collateral. The underwriting of generally all commercial loans, regardless of type, includes cash flow analyses with rates shocked by 300 basis points. In the case of commercial loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of each borrower to collect amounts due from the borrower's customers. In the case of Park's commercial loans to non-bank consumer finance companies, the underlying cash flows are supported at times by sub-prime individual borrowers and present a higher level of risk compared to a more typical commercial loan to a business. Other collateral securing commercial loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the borrower’s business. Information concerning the loan loss experience and the allocation of the allowance for credit losses related to the commercial, financial and agricultural loan portfolio, the commercial real estate portfolio and the commercial lease portfolio is provided in "Table 25 - Summary of Loan Credit Loss Experience" and "Table 27 - Allocation of Allowance for Credit Losses", respectively, included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" found in Annual Report on Form 10-K.

Loans to Non-Bank Consumer Finance Companies

At December 31, 2025, Park National Bank had $274 million in loans outstanding to non-bank consumer finance companies. This is a national lending unit of Park National Bank. These asset-based loans are collateralized by cash flows from individuals, typically auto loans issued by a consumer finance company that is, in turn, a borrower from Park National Bank. These loans typically present a higher level of risk due to the underlying collateral and such risks are mitigated by more conservative underwriting and an intensive loan monitoring regimen commensurate with asset-based lending.

Aircraft Financing

Scope Aircraft Finance specializes in aircraft financing. The customers of Scope Aircraft Finance include small businesses and entrepreneurs intending to use the aircraft for business or pleasure. The customers of Scope Aircraft Finance are located throughout the United States. The lending officers of Scope Aircraft Finance are experienced in the aircraft financing industry and rely upon such experience and certain industry guides in determining whether to grant an aircraft loan or lease. At December 31, 2025, Scope Aircraft Finance had $339 million in loans outstanding, primarily secured by aircraft (which are included in the commercial loan portfolio).

Consumer Loans

At December 31, 2025, Park's subsidiaries had outstanding consumer loans (including automobile loans) in an aggregate amount of $1,823 million, constituting approximately 22.6% of their aggregate total loan portfolio. Park makes installment credit available to customers and prospective customers in their primary market areas through direct and indirect loans. Indirect loans are facilitated through automobile and other vehicle dealers; whereas, direct loans are originated through direct customer interaction within Park's regions. For both direct and indirect loans, the final credit decisions are made by Park with the assistance of an automated underwriting platform (system). At December 31, 2025, of the $1,823 million in consumer loans, $1,637 million were originated through indirect lending, while the remaining $186 million were considered direct loans.

Credit approval for direct and indirect consumer loans requires income sufficient to repay principal and interest due, stability of employment, an established credit record and sufficient collateral for secured loans. It is the policy of Park to adhere strictly to all laws and regulations governing consumer lending. A compliance officer, along with the appropriate line of business leaders, is responsible for monitoring performance and advising and updating loan personnel in this area. Loans are

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charged off in accordance with Park's policy. Information about Park’s policy for placing loans on nonaccrual status and charging off loans is included under the caption “Loans” in "Note 1 - Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements found in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K.

Consumer loans typically have shorter terms and lower balances with higher yields as compared to real estate mortgage loans, but generally carry higher risks of default. Consumer loan collections are dependent on borrowers' continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on these loans. Information concerning the loan credit loss experience and the allocation of the allowance for credit losses related to the consumer loan portfolio is provided in "Table 25 - Summary of Loan Credit Loss Experience" and "Table 27 - Allocation of Allowance for Credit Losses", respectively, included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

Residential Real Estate and Construction Loans

At December 31, 2025, Park's subsidiaries had outstanding approximately $2,775 million in construction real estate loans and residential real estate loans, representing approximately 34.5% of total loans outstanding. Of the $2,775 million, approximately $2,376 million was included within the residential real estate loan segment, which included $753 million of commercial loans secured by residential real estate, $1,376 million of mortgage loans, $241 million of home equity lines of credit and $6 million of installment loans. The remaining $399 million was included within the construction real estate loan segment, which included $298 million of commercial land and development loans and $101 million of 1-4 family residential construction loans. The market area for real estate lending by Park National Bank is concentrated in Ohio, Kentucky, North Carolina and South Carolina.

Credit approval for residential real estate loans requires demonstration of sufficient income to repay the principal and interest and the real estate taxes and insurance, stability of employment, an established credit record and a current independent third-party appraisal providing the market value of the real estate securing the loan. Residential real estate loans are generally analyzed through an automated underwriting platform (system) to determine a risk classification. All loans receiving a risk classification of caution require review by a senior lender and generally require additional documentation if the loan is approved.

Park National Bank generally requires that the residential real estate loan amount be no more than 80% of the purchase price or the appraised value of the real estate securing the loan, whichever is less, unless private mortgage insurance is obtained by the borrower. Loans in this lending category that are made to be held in Park National Bank's portfolio are both fixed-rate and adjustable-rate, fully amortized mortgages. The rates used are generally fully-indexed rates. From time to time, Park may offer a limited-time promotional rate on funds advanced on newly-originated home equity lines of credit. Park National Bank also originates fixed-rate real estate loans for sale to the secondary market. Park’s management may decide to retain certain 15-year, fixed-rate residential mortgage loans, rather than sell in the secondary market. At December 31, 2025 and 2024, Park reported $614 million and $586 million, respectively, of 15-year, fixed-rate residential mortgage loans on Park's Consolidated Balance Sheets.

Within residential real estate loans, Park National Bank has several special purpose mortgage loan programs to assist borrowers in attaining home ownership. As of December 31, 2025, balances within these special purpose mortgage loan programs totaled $234.2 million. Borrowers within these programs tend to have a lower FICO score when compared to the other loans within the residential real estate portfolio. Many of these programs also require very little, if any, down payment and the overwhelming majority of these loans have a loan-to-value of greater than 90%.

Real estate loans are typically secured by first mortgages with evidence of title in favor of the lender in the form of an attorney’s opinion of title or a title insurance policy. Park National Bank has also required proof of hazard insurance with the lender named as the mortgagee and as the loss payee. Independent third-party appraisals are generally obtained for consumer real estate loans.

Home equity lines of credit are generally secured by second mortgages in favor of Park National Bank. The maximum amount of a home equity line of credit is generally limited to 85% of the appraised value of the property less the balance of the first mortgage. The home equity lines of credit are written with ten-year terms. A variable interest rate is generally charged on the home equity lines of credit.

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Information concerning the loan credit loss experience and the allocation of the allowance for credit losses related to the residential real estate portfolio is provided in "Table 25 - Summary of Loan Credit Loss Experience" and "Table 27 - Allocation of Allowance for Credit Losses", respectively, included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

Construction loans include commercial construction loans as well as residential construction loans. Construction loans may be in the form of a permanent loan or a short-term construction loan, depending on the needs of the individual borrower. Generally, the permanent construction loans have a variable interest rate although a permanent construction loan may be made with a fixed interest rate for a term generally not exceeding five years. Short-term construction loans are generally made with variable interest rates. Information concerning the loan maturity distribution within the construction financing portfolio is provided in "Table 8 - Loan Maturity Distribution" included in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS of this Annual Report on Form 10-K.

Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. If the estimate of construction cost proves to be inaccurate, Park National Bank may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value proves inaccurate, Park National Bank may be confronted, at or prior to the maturity of the loan, with a project having a value insufficient to assure full repayment, should the borrower default. In the event a default on a construction loan occurs and foreclosure follows, Park National Bank must take control of the project and attempt either to arrange for completion of construction or to dispose of the unfinished project. Additional risk exists with respect to a loan made to a developer who does not have a buyer for the property, as the developer may lack funds to pay the loan if the property is not sold upon completion. Park National Bank attempts to reduce such risks on loans to developers by requiring personal guarantees and reviewing current personal financial statements and tax returns as well as other projects undertaken by the developer.

For additional information concerning the loan credit loss experience on all loans, please see “ITEM 1A. RISK FACTORS – Economic, Political and Market Risks – Changes in economic and political conditions could adversely affect our earnings and capital through declines in deposits, quality of investment securities, loan demand, our borrowers’ ability to repay loans, and the value of the collateral securing our loans.” and “– Business Operations Risks – Our allowance for credit losses may prove to be insufficient to absorb the expected, lifetime losses in our loan portfolio.” in this Annual Report on Form 10-K.

SEPH

SEPH is a non-bank subsidiary of Park that holds OREO property and non-performing loans. SEPH held non-performing loans that were fully charged off as of December 31, 2025, all of which were on nonaccrual status. SEPH has one office in Licking County, Ohio. The SEPH employees work with a third-party work-out specialist to ensure effective and efficient resolution to the non-performing loans and OREO, while working closely with the borrowers of the loans to maximize collection efforts.

Competition

The financial services industry is highly competitive. Park’s subsidiaries compete with other local, regional and national service providers, including banks, savings associations, credit unions and other types of financial institutions and finance companies. Other competitors include securities dealers, brokers, mortgage bankers, investment advisors and financial services subsidiaries of commercial and manufacturing companies. Competition for quality customers has intensified as a result of changes in regulations, mergers and acquisitions, advances in technology and product delivery systems, consolidation among financial service providers, bank failures and the conversion of former investment banks to bank holding companies.

The primary factors in competing for loans are the terms of the loan, interest rates charged and overall services provided to borrowers. The primary factors in competing for deposits are interest rates paid on deposits, account liquidity, convenience and hours of office locations, convenience and availability of mobile banking options, and accessibility to trained and competent staff. Competitors of Park may have greater resources and, as such, additional technology offerings and higher

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lending limits, which may adversely affect the ability of Park to compete. In addition, certain nonfinancial institutions with which Park competes enjoy the benefits of fewer regulatory constraints, broader geographic service areas, greater capital and lower cost structures. Financial technology companies, or "fintechs," are also providing nontraditional, but increasingly strong competition for our borrowers, depositors and other customers. Digital assets and cryptocurrencies also operate as competitors, as many of these digital assets and cryptocurrencies seek to provide payment functionality. Many customers either hold or may consider holding money that would typically be held in deposit accounts or investments in the form of digital assets or cryptocurrencies, which serves as competition for deposits.

Associates

At December 31, 2025, Park and its subsidiaries had 1,731 active associates, consisting of 1,589 full-time and 142 part-time, resulting in 1,694 full-time equivalent associates.

Supervision and Regulation of Park and Park's Subsidiaries

Park, Park National Bank and Park’s other subsidiaries are subject to extensive regulation by federal and state agencies. The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers, depositors, borrowers, the Deposit Insurance Fund (the "DIF") of the Federal Deposit Insurance Corporation (the "FDIC") and the banking system as a whole and not for the protection of shareholders. Applicable laws and regulations restrict permissible activities and investments and require actions to protect loan, deposit, brokerage, fiduciary and other customers, as well as the DIF. Such laws and regulations may also restrict Park’s ability to repurchase its common shares or to receive dividends from Park National Bank and may impose capital adequacy and liquidity requirements.

As a financial holding company, Park is subject to regulation by the Federal Reserve Board under the Bank Holding Company Act and to inspection, examination and supervision by the Federal Reserve Board. Park is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as administered by the SEC. Park’s common shares are listed on NYSE American under the trading symbol “PRK,” which subjects Park to the requirements under the applicable sections of the NYSE American Company Guide for listed companies.

Park National Bank, as a national banking association, is subject to regulation, supervision and examination primarily by the Office of the Comptroller of the Currency (the "OCC") and secondarily by the FDIC. However, if Park National Bank's assets exceed $10.0 billion for four consecutive quarters, Park National Bank will be subject to supervision and examination by the Consumer Financial Protection Bureau (the "CFPB").

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the "Dodd-Frank Act"), established the CFPB, which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent unfair, deceptive or abusive acts or practices and ensures consistent enforcement of laws so that consumers have access to fair, transparent and competitive markets for consumer financial products and services. Since its establishment, the CFPB has extensively exercised its rulemaking and interpretative authority.

As a subsidiary of Park, SEPH is also subject to inspection, examination and supervision by the Federal Reserve Board.

The following information describes selected federal and state statutory and regulatory provisions and is qualified in its entirety by reference to the full text of such provisions. These statutes and regulations are continually under review by the U.S. Congress and state legislatures and federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to Park and Park's subsidiaries could have a material effect on their respective businesses.

Regulation of Financial Holding Companies

As a financial holding company, Park’s activities are subject to regulation by the Federal Reserve Board. Park is subject to regular examinations by the Federal Reserve Board and is required to file reports and such additional information as the Federal Reserve Board may require.

The Federal Reserve Board also has enforcement authority over financial holding companies, including, but not limited to, the ability to:

•assess civil money penalties;

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•issue cease and desist or removal orders; and

•require that a financial holding company divest subsidiaries (including a subsidiary bank).

In general, the Federal Reserve Board may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices.

A financial holding company is required by law and Federal Reserve Board policy to act as a source of financial and managerial strength to each subsidiary bank and to commit resources to support each such subsidiary bank. The Federal Reserve Board may require a financial holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

The Bank Holding Company Act requires the prior approval of the Federal Reserve Board in any case where a financial holding company proposes to:

•acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by the financial holding company;

•acquire all or substantially all of the assets of another bank or another financial or bank holding company; or

•merge or consolidate with any other financial or bank holding company.

A qualifying bank holding company may elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if: (i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act (the “CRA”). Park became a financial holding company in 2014. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

The Financial Services Modernization Act defines “financial in nature” to include:

•securities underwriting, dealing and market making;

•sponsoring mutual funds and investment companies;

•insurance underwriting and agency;

•merchant banking; and

•activities that the Federal Reserve Board has determined to be closely related to banking.

A national bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank if the bank is well capitalized and well managed and has at least a satisfactory CRA rating. If a financial holding company or a subsidiary bank fails to maintain all requirements for the holding company to maintain financial holding company status, material restrictions may be placed on the activities of the holding company and its subsidiaries and on the ability of the holding company to enter into certain transactions and obtain regulatory approvals for new activities and transactions. The holding company could also be required to divest itself of subsidiaries that engage in activities that are not permitted for bank holding companies that are not financial holding companies. If restrictions are imposed on the activities of a financial holding company, the existence of such restrictions may not be made publicly available pursuant to confidentiality regulations of the bank regulatory agencies.

Each subsidiary bank of a financial holding company is subject to certain restrictions on the maintenance of reserves against deposits, extensions of credit to the financial holding company and its subsidiaries, investments in the stock and other securities of the financial holding company and its subsidiaries and the taking of such stock and securities as collateral for loans to borrowers. Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tying

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arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services. Various consumer laws and regulations also affect the operations of these subsidiaries.

In April 2020, the Federal Reserve Board adopted a final rule to revise its regulations related to determinations of whether a company has the ability to exercise a controlling influence over another company for purposes of the Bank Holding Company Act. The final rule expands and codifies the presumptions for use in such determinations. By codifying the presumptions, the final rule provides greater transparency on the types of relationships that the Federal Reserve Board generally views as supporting a facts-and-circumstances determination that one company controls another company. The Federal Reserve Board’s final rule applies to questions of control under the Bank Holding Company Act, but does not extend to the Change in Bank Control Act.

Economic Growth, Regulatory Relief and Consumer Protection Act

The Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act") repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion). Bank holding companies with consolidated assets of less than $100 billion, including Park, are no longer subject to enhanced prudential standards. The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including Park, from certain record-keeping, reporting and disclosure requirements.

Transactions with Affiliates, Directors, Executive Officers and Shareholders

Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Board Regulation W generally:

•limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of the bank's capital stock and surplus;

•limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates to an amount equal to 20.0% of the bank's capital stock and surplus; and

•require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.

An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. The term “covered transaction” includes the making of loans to the affiliate, the purchase of assets from the affiliate, the issuance of a guarantee on behalf of the affiliate, the purchase of securities issued by the affiliate and other similar types of transactions.

A bank’s authority to extend credit to executive officers, directors and greater than 10.0% shareholders, as well as entities such persons control, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder by the Federal Reserve Board. Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially similar to those offered to unaffiliated individuals or be made as part of a benefit or compensation program on terms widely available to employees and must not involve a greater than normal risk of repayment. In addition, the amount of loans a bank may make to these persons is based, in part, on the bank’s capital position, and specified approval procedures must be followed in making loans which exceed specified amounts.

Regulation of Nationally-Chartered Banks

As a national banking association, Park National Bank is subject to regulation under the National Bank Act and is periodically examined by the OCC. OCC regulations govern permissible activities, capital requirements, dividend limitations, investments, loans and other matters. Furthermore, Park National Bank is subject, as a member bank, to certain rules and regulations of the Federal Reserve Board, many of which restrict activities and prescribe documentation to protect consumers. Park National Bank is an insured depository institution and a member of the DIF. As a result, it is subject to regulation and deposit insurance assessments by the FDIC. In addition, the establishment of branches by Park National Bank is subject to prior approval of the OCC. The OCC has broad enforcement powers over national banks, including the power to impose fines and other civil and criminal penalties and to appoint a conservator or receiver if any of a number of conditions are met.

The CFPB regulates consumer financial products and services provided by Park National Bank through regulations designed to protect consumers. Currently, the OCC is primarily responsible for examining Park National Bank’s compliance

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with the CFPB regulations and federal consumer financial protection laws. However, if Park's assets exceed $10.0 billion for four consecutive quarters, the CFPB would become primarily responsible for examining this compliance.

Federal Deposit Insurance

The FDIC is an independent federal agency which insures the deposits, up to prescribed statutory limits, of federally-insured banks and savings associations and safeguards the safety and soundness of the financial institution industry. The general insurance limit is $250,000 per separately insured depositor. This insurance is backed by the full faith and credit of the U.S. government.

As insurer, the FDIC is authorized to conduct examinations of and to require reporting by insured institutions, including Park National Bank, to prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a threat to the DIF, and to take enforcement actions against insured institutions. The FDIC may terminate insurance of deposits of any insured institution if the FDIC finds that the insured institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or any other regulatory agency.

The FDIC assesses a quarterly deposit insurance premium on each insured institution based on perceived risk characteristics of the insured institution to the DIF, with institutions deemed less risky paying lower rates. Currently, assessments for institutions of less than $10.0 billion of total assets are based on financial measures and supervisory ratings derived from statistical models estimating the probability of failure within three years. The FDIC may increase or decrease the range of assessments uniformly, except that no adjustment can deviate more than two basis points from the base assessment rate without notice and comment rulemaking. The FDIC may also impose special assessments in emergency situations. The premiums fund the DIF.

The FDIC has established 2.0% as the designated reserve ratio ("DRR"), which is the amount in the DIF as a percentage of all DIF insured deposits. In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35%. Because the DRR fell below the minimum DRR the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years of the plan establishment, by September 30, 2028. Then the FDIC adopted a final rule in October 2022 increasing the assessment rate from three basis points to five basis points beginning with the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023). The revised rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35% by September 30, 2028. As of December 31, 2025, the DRR was above the statutory minimum of 1.35%.

The FDIC rules further changed the method of determining risk-based assessment rates for established banks with less than $10.0 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk. In the event Park’s total consolidated assets exceed $10.0 billion for four consecutive quarters, Park National Bank will become subject to the FDIC’s large bank pricing methodology, which may result in a different, and potentially higher, assessment rate.

Federal Home Loan Bank

The Federal Home Loan Banks (“FHLB”) provide credit to their members in the form of advances. Park National Bank is a member of the FHLB of Cincinnati. As an FHLB member, Park National Bank must maintain an investment in the capital stock of the FHLB of Cincinnati.

Upon the origination or renewal of a loan or advance, each FHLB is required by law to obtain and maintain a security interest in certain types of collateral. Each FHLB is required to establish standards of community investment or service that its members must maintain for continued access to long-term advances from the FHLB. The standards take into account a member’s performance under the CRA, and the member’s record of lending to first-time home buyers.

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Regulatory Capital

The Federal Reserve Board has adopted risk-based capital guidelines for financial holding companies and other bank holding companies as well as state member banks. The OCC and the FDIC have adopted risk-based capital guidelines for national banks and state non-member banks, respectively. The guidelines provide a systematic analytical framework which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy, and minimizes disincentives to holding liquid, low-risk assets. Capital levels, as measured by these standards, are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

In July 2013, the U.S. banking regulators issued capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”). The Basel III Capital Rules include: (i) a minimum common equity tier 1 capital ratio of 4.5%; (ii) a minimum tier 1 capital ratio of 6.0%; (iii) a minimum total capital ratio of 8.0%; and (iv) a minimum leverage ratio of 4.0%.

Common equity for the common equity tier 1 capital ratio generally consists of common stock (plus related surplus), retained earnings, accumulated other comprehensive income (unless an institution elects to exclude such income from regulatory capital), and limited amounts of minority interests in the form of common stock, subject to applicable regulatory adjustments and deductions.

Tier 1 capital generally consists of common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus, trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, generally consists of other preferred stock and subordinated debt meeting certain conditions plus limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).

Under the guidelines, capital is compared to the relative risk included in the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and stock repurchases, and certain discretionary bonus payments to executive officers if the banking organization does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

In September 2019, consistent with Section 201 of the Regulatory Relief Act, the Federal Reserve Board, along with the other federal bank regulatory agencies, issued a final rule, effective January 1, 2020, that gave community banks, including Park National Bank, the option to calculate a simple leverage ratio to measure capital adequacy, if the community banks met certain requirements. Under the rule, a community bank was eligible to elect the Community Bank Leverage Ratio (“CBLR”) framework if it had less than $10.0 billion in total consolidated assets, limited amounts of certain trading assets and liabilities, limited amounts of off-balance sheet exposures and a leverage ratio greater than 9.0%. Pursuant to the CARES Act, on August 26, 2020, the federal banking agencies adopted a final rule, effective on October 1, 2020, that temporarily lowered the CBLR threshold and provided a gradual transition back to the prior level. Specifically, the CBLR threshold was reduced to 8.0% for the remainder of 2020, increased to 8.5% for 2021, and returned to 9.0% on January 1, 2022. Park did not utilize the CBLR in assessing capital adequacy.

In October 2021, effective in November 2021, the FDIC issued a final rule to incorporate the CBLR rule into the Real Estate Lending Standards. This rule calculates the ratio of loans in excess of the supervisory loan-to-value limits (“LTV Limits”) using tier 1 capital plus the appropriate allowance for credit losses in the denominator. This rule was adopted to allow

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a consistent approach for calculating the ratio of loans in excess of the supervisory LTV Limits at all FDIC supervised institutions, and to avoid any regulatory burden that could arise if an FDIC supervised institution subsequently decides to switch between different capital frameworks.

The federal banking agencies have established a system of prompt corrective action to resolve certain of the problems of undercapitalized depository institutions. This system is based on five capital level categories for insured depository institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.”

The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank’s capital level. For example, the federal banking agencies must appoint a receiver or conservator for a bank within 90 days after the bank becomes “critically undercapitalized” unless the bank’s primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank’s capital category. For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

In order to be “well-capitalized,” a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. Park’s management believes that Park National Bank meets the ratio requirements to be deemed “well-capitalized” according to the guidelines described above. See "Note 27 - Capital Ratios" of the Notes to Consolidated Financial Statements found in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K.

Fiscal and Monetary Policies

The business and earnings of Park and Park's subsidiaries are affected significantly by the fiscal policies of the U.S. government and its agencies. Park National Bank is particularly affected by the monetary policies of the Federal Reserve Board, which regulates the supply of money and credit in the U.S. primarily through open market operations in U.S. government securities, changes in the discount rate on bank borrowings, and changes in the reserve requirements against deposits of depository institutions. These policies are used in varying degrees and combinations to directly affect the overall growth and distribution of bank loans, investments and deposits, as well as the interest rates charged on loans and paid on deposits. In light of the changing conditions in the U.S. economy, including with respect to inflation, the money markets and the activities of fiscal and monetary authorities, Park can make no definitive predictions as to future changes in interest rates, credit availability or deposit levels.

Limits on Dividends and Other Payments

There are various legal limitations on the extent to which a subsidiary bank may finance or otherwise supply funds to its parent holding company. Under applicable federal and state laws, a subsidiary bank may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its parent holding company. A subsidiary bank is also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions.

The ability of Park to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends which may be declared by Park National Bank. The Federal Reserve Board also expects Park to serve as a source of strength to Park National Bank, which may require Park to retain capital for further investment in Park National Bank, rather than pay dividends to the Park shareholders.

Park National Bank may not pay dividends out of its surplus if, after paying these dividends, Park National Bank would fail to satisfy all of the capital adequacy regulations and guidelines established by the OCC, including having a capital conservation buffer that is greater than 2.5%. In addition, Park National Bank must have the approval of the OCC if a dividend in any year would cause the total dividends for that year to exceed the sum of Park National Bank’s net income for the current year and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by Park National Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital. These provisions could have the effect of limiting Park’s ability to pay dividends on Park's common shares.

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At December 31, 2025, approximately $177.3 million of the total shareholders’ equity of Park National Bank was available for payment to Park without the approval of the OCC. See "Note 24 - Dividend Restrictions" of the Notes to Consolidated Financial Statements found in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K.

The Federal Reserve Board has also issued a policy statement with regard to the payment of cash dividends by financial holding companies and other bank holding companies. The policy statement provides that, as a matter of prudent banking, a financial holding company or bank holding company should not maintain a rate of cash dividends unless its net income available to common shareholders over the past year has been sufficient to fully fund the dividends, and the prospective rate of earnings retention appears to be consistent with the financial holding company's or bank holding company’s capital needs, asset quality, and overall financial condition. Accordingly, a financial holding company or a bank holding company should not pay cash dividends that exceed its net income or that can only be funded in ways that weaken the financial holding company's or bank holding company’s financial health, such as by borrowing. In addition, Park may not pay dividends that would cause Park to fail to satisfy the capital adequacy regulations applicable to bank holding companies which qualify as financial holding companies, including having a capital conservation buffer that is greater than 2.5%.

The Federal Reserve Board requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts. In response to the COVID-19 pandemic, the Federal Reserve reduced reserve requirement ratios to zero percent effective on March 26, 2020, to support lending to households and businesses. At December 31, 2025, the reserve requirement ratio remains at zero percent.

Volcker Rule

The Volcker Rule provision of the Dodd-Frank Act (the "Volcker Rule") placed limits on the trading activity of insured depository institutions and entities affiliated with depository institutions, subject to certain exceptions. Such trading activity included the purchase or sale as principal of a security, derivative, commodity future, option or similar instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempted trading in specified U.S. government, agency, state and/or municipal obligations. The Volcker Rule also excepted (i) trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers; (ii) trading to satisfy a debt previously contracted; (iii) trading under certain repurchase and securities lending agreements; and (iv) trading in connection with risk-mitigating hedging activities. In addition, the Volcker Rule prohibited a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, also known as “covered funds,” subject to a number of exceptions.

Community banks with $10.0 billion or less in total consolidated assets and total trading assets and liabilities of 5.0% or less of total consolidated assets were excluded from the restrictions of the Volcker Rule. However, in the event Park’s total consolidated assets exceed $10.0 billion for four consecutive quarters, Park National Bank will become subject to the Volcker Rule. On June 25, 2020, the federal bank regulatory agencies also finalized a rule modifying the Volcker Rule’s prohibition on banking entities investing in or sponsoring covered funds. Such rule permits certain banking entities to offer financial services and engage in other activities that do not raise concerns that the Volcker Rule was originally intended to address.

To the extent that Park National Bank engages in any of the trading activities or has any ownership interest in or relationship with any of the types of funds regulated by the Volcker Rule, Park National Bank believes that its activities and relationships comply with such rule, as amended.

Financial Privacy Provisions

Federal and state regulations limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and is conveyed to outside vendors.

Park National Bank is also subject to regulatory guidelines establishing standards for safeguarding customer information. These guidelines describe the federal bank regulatory agencies' expectations for the creation, implementation and maintenance of an information security program, which is to include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any

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anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.

Cybersecurity

In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cybersecurity attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity attack. If Park National Bank fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

In November 2021, the OCC, the Federal Reserve Board and the FDIC issued a final rule that became effective in May 2022, requiring banking organizations that experience a computer-security incident to notify certain entities. A computer-security incident occurs when actual or potential harm to the confidentiality, integrity or availability of an information system or the information occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures. The affected bank must notify its respective federal regulator of the computer-security incident as soon as possible and no later than 36 hours after the bank determines a computer-security incident that rises to the level of a notification incident has occurred. These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest into larger incidents. This rule also requires bank service providers to notify their bank organization customers of a computer-security incident that has caused, or is reasonably likely to cause, a material service disruption or degradation for four or more hours.

On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents in a Current Report on Form 8-K and detailed information regarding their cybersecurity risk management, strategy, and governance on an annual basis in an Annual Report on Form 10-K. Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See “ITEM 1C CYBERSECURITY”. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations

Furthermore, once final rules are adopted, the Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, will require certain covered entities to report a covered cyber incident to the U.S. Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after a covered entity reasonably believes an incident has occurred. Separate reporting to CISA will also be required within 24 hours if a ransom payment is made as a result of a ransomware attack.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. Park expects this trend of state-level activity in those areas to continue, and continues to monitor developments in the states in which our customers are located.

In the ordinary course of business, Park relies on electronic communications and information systems to conduct its operations and to store sensitive data. Park employs an in-depth, layered, defensive approach that leverages people, processes, encryption and multi-factor authentication technology to manage and maintain cybersecurity controls. Park employs a variety of preventative and detective tools to monitor, block and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of Park’s defensive measures, the threat from cybersecurity attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, Park has not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, Park’s systems and those of its customers and third-party service providers are under constant threat and it is possible that Park could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these

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threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers. See “ITEM 1A. RISK FACTORS” for a further discussion of risks related to cybersecurity.

Anti-Money Laundering and the Patriot Act

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the “Patriot Act”), substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the U.S. The Patriot Act gives the U.S. government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. Title III of the Patriot Act encourages information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions. Among other requirements, Title III and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity. Park National Bank has established policies and procedures that Park National Bank believes comply with the requirements of the Patriot Act.

The Anti-Money Laundering Act of 2020 (the "AMLA"), which amends the Bank Secrecy Act of 1970 (the "BSA"), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; and expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower initiatives and protections.

Office of Foreign Assets Control Regulation

The U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. Park is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

Community Reinvestment Act

The CRA requires Park National Bank's primary federal regulatory agency, the OCC, to assess Park National Bank's record in meeting the credit needs of the communities served by Park National Bank consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market area by, among other things, providing credit to low-income and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings that must be publically disclosed. The OCC assigns one of four ratings: outstanding, satisfactory, needs to improve or substantial noncompliance. The rating assigned to a financial institution is considered in connection with various applications submitted by the financial institution or its holding company to its banking regulators, including applications to acquire another financial institution or to open or close a branch office. In addition, all subsidiary banks of a financial holding company must maintain a satisfactory or outstanding rating in order for the financial holding company to avoid limitations on its activities. Park National Bank received a rating of "satisfactory" in its latest CRA examination.

Corporate Governance

As mandated by the Sarbanes-Oxley Act of 2002, as amended, the SEC has adopted rules and regulations governing, among other issues, corporate governance, auditing and accounting, executive compensation and enhanced and timely disclosure of corporate information. NYSE American has also adopted corporate governance rules. The Board of Directors of Park has taken a series of actions to strengthen and improve Park’s already strong corporate governance practices in light of the rules of the SEC and NYSE American. The Board of Directors has adopted and annually reviews charters for the Audit

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Committee, the Compensation Committee, the Executive Committee, the Nominating and Corporate Governance Committee (including as Exhibit A thereto, Corporate Governance Guidelines) and the Risk Committee, as well as a Code of Business Conduct and Ethics governing the directors, officers and associates of Park and Park's subsidiaries.

Executive and Incentive Compensation

The Dodd-Frank Act requires that the federal bank regulatory agencies, including the Federal Reserve Board and the OCC, establish joint regulations or guidelines related to incentive-based compensation. No final rule implementing this provision of the Dodd-Frank Act has, as of the date of the filing of this Annual Report on Form 10-K, been adopted, but a proposed rule was published in 2016, and again in 2024, that expanded upon a prior proposed rule published in 2011. The proposed rule is intended to: (i) prohibit incentive-based payment arrangements that the bank regulatory agencies determine could encourage certain financial institutions to take inappropriate risks by providing excessive compensation or that could lead to material financial loss; (ii) require the board of directors of those financial institutions to take certain oversight actions related to incentive-based compensation; and (iii) require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate federal regulator. Although a final rule has not been issued, Park and Park National Bank have undertaken efforts to ensure that their incentive compensation plans do not encourage inappropriate risks, consistent with the principles identified above.

In June 2010, the Federal Reserve Board, the OCC and the FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization's incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization's ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization's board of directors. These three principles are incorporated into the proposed joint compensation regulations under the Dodd-Frank Act, described above.

The Federal Reserve Board and the OCC review, as part of their respective regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as Park and Park National Bank, that are not "large, complex banking organizations." These reviews are tailored to each organization based on the scope and complexity of the organization's activities and the prevalence of incentive compensation arrangements. Deficiencies will be incorporated into the organization's supervisory ratings, which can affect the organization's ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization's safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Public company compensation committee members must meet heightened independence requirements and consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. A compensation committee must have the authority to hire advisors and the public company must fund the reasonable compensation of such advisors.

SEC regulations require public companies to provide various disclosures about executive compensation in annual reports and proxy statements and to present to their shareholders a non-binding vote on the approval of executive compensation.

Public companies are required to adopt and implement "clawback" policies for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately preceding the date the issuer is required to prepare a restatement and would cover all executives (including former executives) who received incentive awards. Park has adopted and implemented a clawback policy.

Consumer Protection Laws and Regulations

Banks are subject to regular examination to ensure compliance with federal consumer protection statutes and regulations, including, but not limited to, the following:

•Equal Credit Opportunity Act (prohibiting discrimination in any credit transaction on the basis of any of various criteria)

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•Truth in Lending Act (requiring that credit terms be disclosed in a manner that permits a consumer to understand and compare credit terms more readily and knowledgeably)

•Fair Housing Act (making it unlawful for a lender to discriminate in its housing-related lending activities against any person on the basis of certain criteria)

•Home Mortgage Disclosure Act (requiring financial institutions to collect data that enables regulatory agencies to determine whether financial institutions are serving the housing credit needs of the communities in which they are located)

•Real Estate Settlement Procedures Act (requiring that lenders provide borrowers with disclosures regarding the nature and cost of real estate settlements and prohibits abusive practices that increase borrowers' costs)

•Fair Credit Reporting Act (governing the provision of consumer information to credit reporting agencies and the use of consumer information)

•Fair Debt Collection Practices Act (governing the manner in which consumer debts may be collected by collection agencies)

•Truth in Savings Act (requiring disclosure of deposit terms to consumers)

•Electronic Funds Transfer Act (governing automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of ATMs and other electronic banking services)

The bank regulators also use their authority under the Federal Trade Commission Act to take supervisory or enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of a specific banking or consumer finance law.

Legislative and Regulatory Initiatives

From time to time, various legislative and regulatory initiatives are introduced in the U.S. Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of Park and Park National Bank in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. Park cannot predict whether any such legislation will be enacted, and, if enacted, the effect that such legislation, or any implementing regulations, would have on the financial condition or results of operations of Park. A change in statutes, regulations or regulatory policies applicable to Park or any of Park's subsidiaries could have a material effect on Park's business, financial condition and results of operations.

Effect of Environmental Regulation

Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect upon the capital expenditures, earnings or competitive position of Park and Park's subsidiaries. Park believes the nature of the operations of Park's subsidiaries has little, if any, environmental impact. As a result, Park, anticipates no material capital expenditures for environmental control facilities for Park's current fiscal year or for the foreseeable future.

Park believes its primary exposure to environmental risk is through the lending activities of Park's subsidiaries. In cases where management believes environmental risk potentially exists, Park’s subsidiaries mitigate their environmental risk exposures by requiring environmental site assessments at the time of loan origination to confirm collateral quality as to commercial real estate parcels posing higher than normal potential for environmental impact, as determined by reference to present and past uses of the subject property and adjacent sites. In addition, environmental assessments are typically required prior to any foreclosure activity involving non-residential real estate collateral.

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ITEM 1A.RISK FACTORS.

Economic, Political and Market Risks

Inflation may have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. From 2021 to 2023, there was a significant rise in inflation, and the Federal Reserve Board raised certain benchmark interest rates in an effort to combat it. Inflation and rapid increases in interest rates may lead to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. In addition, inflation generally increases the cost of goods and services we use in our business operations, which increases our noninterest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

Changes in economic and political conditions could adversely affect our earnings and capital through declines in deposits, quality of investment securities, loan demand, our borrowers’ ability to repay loans, and the value of the collateral securing our loans.

Our success depends, to a certain extent, upon local and national economic and political conditions, as well as governmental fiscal and monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, an increasing U.S. federal government budget deficit, the failure of the U.S federal government to raise the federal debt ceiling, slowing gross domestic product, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars, and other factors beyond our control may adversely affect our deposit levels and composition, the quality of our assets including investment securities available for purchase and the demand for loans, which, in turn, may adversely affect our earnings and capital. Recent political developments, such as military conflicts in Ukraine, the Middle East, and Venezuela have resulted in substantial changes in economic and political conditions for the U.S. and the remainder of the world. In addition, disruptions in U.S. and global financial markets and changes in oil production in the Middle East affect the economy and stock prices in the U.S., which can affect our earnings and our capital, as well as the ability of our customers to repay loans. Because we have a significant number of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral and our ability to sell the collateral upon foreclosure. Adverse changes in the economy, including those resulting from pandemics, rising inflation, and increases in interest rates, may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings and cash flows.

Changes in interest rates could have a material adverse effect on our financial condition, results of operations and cash flows.

Our earnings and cash flows depend substantially on our interest rate spread, which is the difference between: (i) the rates we earn on loans, investment securities and other interest earning assets; and (ii) the interest rates we pay on deposits and our borrowings. These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities and, in particular, the Federal Reserve Board. Changes in monetary policy influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and rates of interest received and paid. If market interest rates rise, Park will have competitive pressure to increase the rates that Park pays on deposits, which could result in a decrease of Park's net interest income. If market rates decline, Park could experience fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets. Park's earnings can also be impacted by the spread between short-term and long-term market interest rates.

While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such measures will be effective in avoiding undue interest rate risk, especially in light of the continued economic effects of sustained inflation. Information pertaining to the impact changes in interest rates could have on our net income is included in "Table 32 - Interest Rate Sensitivity" in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K, and is incorporated herein by reference.

Changes in the general economic conditions and real estate valuations in our primary market areas could adversely impact results of operations, financial condition and cash flows.

Our lending and deposit gathering activities are concentrated primarily in Ohio, Kentucky, North Carolina, South Carolina and, as of February 1, 2026, Tennessee. Our success depends on the general economic conditions of our primary market areas, particularly given that a significant portion of our lending relates to real estate located in these regions. Adverse

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changes in the regional and general economic conditions could reduce our growth rate, impair our ability to collect payments on loans, increase loan delinquencies, increase problem assets and foreclosures, increase claims and lawsuits, increase devaluations recognized within our OREO portfolio, decrease the demand for our products and services and decrease the value of collateral for loans, especially real estate values, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Business Operations Risks

We are exposed to operational risk.

Similar to any large organization, we are exposed to many types of operational risk, including those discussed in more detail elsewhere in this Item, such as reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems.

We may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses, cybersecurity attacks including cybersecurity attacks on third-party vendors, spikes in transaction volume and/or customer activity, electrical or telecommunications outages, or natural disasters. We could be adversely affected by operating systems disruptions if new or upgraded business management systems are defective, not installed properly or not properly integrated into existing operating systems. Although we have programs in place related to business continuity, disaster recovery and information security to maintain the confidentiality, integrity and availability of our operating systems, business applications and customer information, such disruptions may give rise to interruptions in service to customers, loss of data privacy, and loss or liability to us.

Any failure or interruption in our operating or information systems, or any security or data breach, could cause reputational damage, jeopardize the confidentiality of customer information, result in a loss of customer business, subject us to regulatory intervention or expose us to civil litigation and financial loss or liability, any of which could have a material adverse effect on us.

Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, social media and other marketing activities, and the implementation of environmental, social, and governance practices, and from actions taken by governmental regulators and community organizations in response to any of the foregoing. Negative public opinion could adversely affect our ability to attract and keep customers, could expose us to potential litigation or regulatory action, and could have a material adverse effect on the price of our common shares or result in heightened volatility.

Given the volume of transactions we process, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process our transaction volume may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect, which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) or that our (or our vendors’) consumer compliance, business continuity, and data security systems will prove to be inadequate.

Our business could be adversely affected by third-party service providers, data breaches and cyber-attacks.

We face the risk of operational disruption, failure or capacity constraints due to our dependency on third-party vendors for components of our business infrastructure. While we have selected these third-party vendors through our vendor management process, we do not control their operations. As such, our business and operations could be adversely affected in the event these third-party vendors are unable to perform their various responsibilities and we are unable to timely and cost-effectively identify acceptable substitute providers.

Regulatory guidance adopted by federal bank regulatory agencies addressing how banks select, engage and manage their third-party relationships could affect the circumstances and conditions under which we work with third-party service providers and the costs of managing such relationships.

Our assets at risk for cybersecurity attacks include financial assets and non-public information belonging to customers. We use several third-party vendors who have access to our assets via electronic media. Certain cybersecurity risks arise due to this access, including cybersecurity espionage, blackmail, ransom, malware, and theft. We employ many preventive and

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detective controls to protect our assets, and we provide mandatory recurring information security training to all employees. To date, we have not experienced any material losses relating to cybersecurity attacks or other information security breaches, but there can be no assurance that we will not suffer such attacks or attempted breaches, or incur resulting losses in the future. Our risk and exposure to these matters remains heightened due to, among other factors, the evolving nature of these threats, our plans to continue to implement or expand Internet and mobile banking to meet customer demand, and the current economic and political environment. As cybersecurity and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

Failures or material breaches in security of our systems, or those of third-party service providers, may have a material adverse effect on our results of operations and financial condition and the price of our common shares.

We collect, process and store sensitive consumer data by utilizing computer systems and telecommunications networks operated by both us and third-party service providers. Our dependence upon automated systems to record and process our transactions poses the risk that technical system flaws, employee errors, tampering or manipulation of those systems, or attacks by third parties will result in losses and may be difficult to detect. We have security and backup and recovery systems in place, as well as a business continuity plan, to ensure the computer systems will not become inoperable, to the extent possible. We also routinely review documentation of such controls and backups related to third-party service providers. Our inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. In recent years, several banks have experienced denial of service attacks in which individuals or organizations flood the bank's website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions. Other businesses have been victims of ransomware attacks in which the business becomes unable to access its own information and is presented with a demand to pay a ransom in order to once again have access to its information. We could be adversely affected if one of our employees or a third-party service provider causes a significant operational break-down or failure, either as a result of human error or where the individual purposefully sabotages or fraudulently manipulates our operations or systems. We may not be able to prevent employee or third-party errors or misconduct, and the precautions we take to detect this type of activity might prove ineffective. We are further exposed to the risk that the third-party service providers may be unable to fulfill their contractual obligations (or will be subject to the same risks that we are). These disruptions may interfere with service to our customers, cause additional regulatory scrutiny and result in a financial loss or liability. We are also at risk of the impact of natural disasters, terrorism and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others.

In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts. Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will prevent all fraudulent transfers.

We have implemented security controls to prevent unauthorized access to our computer systems, and we require that our third-party service providers maintain similar controls. However, Park's management cannot be certain that these measures will be successful. A security breach of the computer systems and loss of confidential information, such as customer account numbers and related information, could result in a loss of customers’ confidence and, thus, loss of business. We could also lose revenue if competitors gain access to confidential information about our business operations and use it to compete with us. While we maintain specific "cybersecurity" insurance coverage, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cybersecurity threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under our cybersecurity insurance coverage.

Further, we may be affected by data breaches at retailers and other third parties who participate in data interchanges with us and our customers that involve the theft of customer credit and debit card data, which may include the theft of our debit card PIN numbers and commercial card information used to make purchases at such retailers and other third parties. Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.

All of the types of cybersecurity incidents discussed above could result in damage to our reputation, loss of customer business, increased costs of incentives to customers or business partners in order to maintain their relationships, litigation, increased regulatory scrutiny and potential enforcement actions, repairs of system damage, increased investments in cybersecurity (such as obtaining additional technology, making organizational changes, deploying additional personnel, training personnel and engaging consultants), increased insurance premiums, and loss of investor confidence and a reduction in the price

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of our common shares, all of which could result in financial loss and material adverse effects on our results of operations and financial condition.

We extend credit to a variety of customers based on certain internal standards and the judgment of our loan officers. Our credit standards and on-going process of credit assessment might not protect us from significant credit losses.

We take credit risk by virtue of making loans and leases, extending loan commitments and letters of credit and, to a lesser degree, purchasing municipal bonds and purchasing collateralized loan obligations. Our exposure to credit risk is managed through the use of consistent underwriting standards that emphasize “in-market” lending while avoiding highly leveraged transactions as well as excessive industry and other concentrations. Our loans to non-bank consumer finance companies are made nationally and present different risks than our "in-market" lending due to the variability of cash flows that support the asset-based loans. Our credit administration function employs risk management techniques to ensure that loans and leases adhere to corporate policy and problem loans and leases are promptly identified. While these procedures are designed to provide us with the information needed to implement policy adjustments where necessary, and to take proactive corrective actions, there can be no assurance that such measures will be effective in avoiding undue credit risk.

Our business and financial results are subject to risks associated with the creditworthiness of our customers and counterparties.

Credit risk is inherent in the financial services business and results from, among other factors, extending credit to customers, purchasing non-governmental securities, and entering into certain guarantee contracts. Credit risk is one of the most significant risks to our business, particularly given the high percentage of our assets represented directly and indirectly by loans and the importance of lending to our overall business. As discussed in the immediately preceding risk factor, many factors impact credit risk, and we manage this by periodically assessing and monitoring the creditworthiness of our customers and by diversifying our loan portfolio.

A borrower's ability to repay a loan can be adversely affected by individual factors, such as business performance, job losses or health issues. A weak or deteriorating economy and changes in the U.S. or global markets and changes in interest rates also could adversely impact the ability of our borrowers to repay outstanding loans. Any decrease in our borrowers' ability to repay loans would result in higher levels of nonperforming loans, net charge-offs and provision for credit losses.

Financial services institutions are interrelated as a result of trading, clearing and other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry. Many of these transactions expose us to credit risk in the event of default of our counterparty or client.

Despite maintaining a diversified portfolio, our operations may result in concentrated credit exposure to a particular person, entity, industry or counterparty. Events adversely affecting specific customers, industries, or markets, a decrease in the credit quality of a customer base, or an adverse change in the risk profile of a market, industry, or group of customers could adversely affect our results of operations.

Our credit risk may be exacerbated when collateral held by us to secure obligations to us cannot be realized upon by us or is liquidated at prices that are not sufficient to recover the full amount of the loan.

The provision for credit losses fluctuates as a result of changes in charge-offs, economic forecasts and other assumptions. If we were to experience higher levels of provision for credit losses, it could result in lower levels of net income.

Our expansion into Kentucky, North Carolina, South Carolina, and, as of February 1, 2026, Tennessee may also expose Park to additional geographic risk.

Our allowance for credit losses may prove to be insufficient to absorb the expected, lifetime losses in our loan portfolio.

We maintain an allowance for credit losses that we believe is a reasonable estimate of the expected losses within the CECL model, based on management’s quarterly analysis of our loan portfolio. The determination of the allowance for credit losses requires management to make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of real estate and other assets serving as collateral for the repayment of loans. Additional information regarding our allowance for credit losses methodology and the sensitivity of the estimates can be found in the discussion of “CRITICAL ACCOUNTING POLICIES” included in “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K.

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Our estimation of future credit losses is susceptible to changes in economic, operating and other conditions, including changes in regulations and interest rates, which may be beyond our control, and the losses may exceed current estimates. We cannot be assured of the amount or timing of losses, nor whether the allowance for credit losses will be adequate in the future.

If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover the expected losses from our loan portfolio, resulting in the need for additions to the allowance for credit losses which could have a material adverse impact on our financial condition and results of operations. In addition, bank regulators periodically review our allowance for credit losses as part of their examination process and may require management to increase the allowance or recognize further loan charge-offs based on judgments different than those of management.

The accounting guidance under ASU 2016-13 “Financial Instruments – Credit Losses," requires banks to utilize the CECL model and record, at the time of origination, credit losses expected throughout the life of financial assets measured at amortized cost, including loan receivables, HTM debt securities and reinsurance receivables, and off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investments in leases recognized by a lessor. Under the CECL model, we are required to use historical information, current conditions and reasonable and supportable forecasts to estimate the expected credit losses. If the methodologies and assumptions we use in the CECL model prove to be incorrect, or inadequate, the allowance for credit losses may not be sufficient, resulting in the need for additional provisions for credit losses to be recorded, which could have a material adverse impact on our financial condition and results of operations.

The CECL model uses a life-of-loan time horizon over which we are required to estimate future credit losses, which could result in volatility in future provisions for credit losses. We may also experience a higher or more volatile provision for credit losses due to higher levels of nonperforming loans and net charge-offs if commercial and consumer customers are unable to make scheduled loan payments.

We depend upon the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and counterparties, including financial statements and other financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with U.S. GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We may also rely on the audit report covering those financial statements. Our financial condition, results of operations and cash flows could be negatively impacted to the extent that we rely on financial statements that do not comply with U.S. GAAP or on financial statements and other financial information that are materially misleading.

We may be required to repurchase loans we have sold or to indemnify loan purchasers under the terms of the sale agreements, which could adversely affect our liquidity, results of operations and financial condition.

When we sell a mortgage loan, we may agree to repurchase or substitute a mortgage loan if we are later found to have breached any representation or warranty we made about the loan or if the borrower is later found to have committed fraud in connection with the origination of the loan. While we have underwriting policies and procedures designed to avoid breaches of representations and warranties we have made and borrower fraud, there can be no assurance that no breach or fraud will ever occur. Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of operations and financial condition.

We are subject to environmental liability risk associated with lending activities.

A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws and evolving regulation may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws and regulations or more stringent interpretations or enforcement policies with respect to existing laws or regulations may increase our exposure to environmental liability. Environmental reviews of real property before initiating foreclosure actions may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our business, financial condition and results of operations.

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Noncompliance with the BSA and other anti-money laundering statutes and regulations could cause us to experience a material financial loss.

The BSA and the Patriot Act contain anti-money laundering and financial transparency provisions intended to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities. The BSA, as amended by the Patriot Act and the AMLA, requires depository institutions and their holding companies to undertake activities including maintaining an anti-money laundering program, verifying the identity of clients, monitoring for and reporting suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies. Financial Crimes Enforcement Network (also known as FinCEN), a unit of the U.S. Treasury Department that administers the BSA, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the federal bank regulatory agencies, as well as the U.S. Department of Justice, the U.S. Drug Enforcement Administration, and the U.S. Internal Revenue Service. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; and expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections.

There is also increased scrutiny of compliance with the rules enforced by OFAC. If our policies, procedures and systems are deemed deficient, or if the policies, procedures and systems of the financial institutions that we have already acquired or may acquire in the future are deficient, we may be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain planned business activities, including acquisition plans, which could negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

For a more complete discussion of the BSA, the Patriot Act and the AMLA as well as OFAC, see the section captioned "Supervision and Regulation of Park and Park's Subsidiaries" in "ITEM 1. BUSINESS" of this Annual Report on Form 10-K.

We operate in a highly competitive environment, in terms of the products and services we offer and the geographic markets in which we conduct business, as well as in our labor markets where we compete for talented employees. Competition could adversely impact our customer acquisition, growth and retention, as well as our credit spreads and product pricing, causing us to lose market share and deposits and revenues.

We are subject to intense competition from various financial institutions as well as from non-bank entities that engage in many similar activities without being subject to bank regulatory supervision and restrictions. This competition is described in "ITEM 1. BUSINESS" of this Annual Report on Form 10-K under the caption "Competition." Competition in our industry could intensify as a result of the increasing consolidation of financial services companies, in connection with current market conditions, or otherwise. Consumers may also move money out of bank deposits in favor of other investments, including digital or cryptocurrency. Customers have increasingly used bill payment services that do not utilize banks, and these trends may result in losses of deposits and fee income.

The principal bases for competition are pricing (including the interest rates charged on loans or paid on interest bearing deposits), product structure, the range of products and services offered, and the quality of customer service (including convenience and responsiveness to customer needs and concerns). Digital or cryptocurrencies, blockchain, and other “fintech” technologies are designed to enhance transactional security and have the potential to disrupt the financial industry, change the way banks do business, and reduce the need for banks as financial deposit-keepers and intermediaries. The ability to access and use technology is an increasingly important competitive factor in the financial services industry, and it is a critically important component to customer satisfaction as it affects our ability to deliver the right products and services.

Another increasingly competitive factor in the financial services industry is the competition to attract and retain talented associates across many of our business and support areas. This competition leads to increased expenses in many business areas and can also cause us to not pursue certain business opportunities.

A failure to adequately address the competitive pressures we face could make it harder for us to attract and retain customers across our businesses. On the other hand, meeting these competitive pressures could require us to incur significant additional expense, to reevaluate the number of branches through which we serve our customers, or to accept risk beyond what we would otherwise view as desirable under the circumstances. In addition, in our interest rate sensitive businesses, pressures to increase rates on deposits or decrease rates on loans could reduce our net interest margin with a resulting negative impact on our net interest income.

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We may not be able to adapt to technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers while reducing costs. Our future success depends, in part, upon our ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. This could include the development, implementation, and adaptation of digital or cryptocurrency, blockchain, and other “fintech” technology. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and net income.

We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. Federal bank regulatory agencies have adopted extensive changes to their capital requirements, including raising required amounts and eliminating the inclusion of certain instruments from the calculation of capital. If we experience significant loan losses, additional capital may need to be infused. In addition, we may elect to raise additional capital to support our business or to finance acquisitions, if any, or we may otherwise elect or be required to raise additional capital. Our ability to raise additional capital, if needed, will depend on our financial performance, conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control. Accordingly, there can be no assurance that we will be able to raise additional capital if needed or that the terms of available capital will be acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

In addition, debt offerings could potentially have important consequences to us and our debt and equity investors, including:

•requiring a substantial portion of our cash flow from operations to make interest payments;

•making it more difficult to satisfy debt service and other obligations;

•increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;

•increasing our vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;

•limiting our flexibility in planning for, or reacting to, changes in our business and the industry;

•placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and

•limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase securities.

We continue to evaluate these risks on an ongoing basis.

Our ability to pay dividends on our common shares is limited.

Although we have paid a dividend on our common shares every quarter since becoming a public company, our Board of Directors reviews the dividend on a quarterly basis and establishes the dividend rate based on our financial condition, results of operations, capital and other regulatory requirements, and other factors that they deem relevant. As a financial holding company, we are a legal entity separate and distinct from our subsidiaries and affiliates. Our principal source of funds to pay dividends on our common shares and service our debt is dividends from our subsidiaries. In the event our subsidiaries become unable to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common shares. Accordingly, our inability to receive dividends from our subsidiaries could also have a material adverse effect on our business, financial condition and results of operations.

Various federal and state statutory provisions and regulations limit the amount of dividends that Park National Bank and our other subsidiaries may pay to us without regulatory approval. In addition, the Federal Reserve Board and the OCC have issued policy statements that provide that insured banks as well as financial holding companies and other bank holding companies should generally only pay dividends out of current operating earnings. Thus, the ability of Park National Bank to pay dividends in the future is currently influenced, and could be further influenced, by bank regulatory policies and capital guidelines and may restrict our ability to declare and pay dividends to our shareholders.

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Payment of dividends could also be subject to regulatory limitations if Park National Bank were to become “undercapitalized” for purposes of the applicable “prompt corrective action” regulations. Throughout 2025 and 2026 to date, Park National Bank has been in compliance with all regulatory capital requirements and had sufficient capital under the “prompt corrective action” regulations to be deemed “well-capitalized.” There are also restrictions on the ability of Park National Bank to pay dividends if it does not hold the applicable capital conservation buffer.

If any of our subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on that subsidiary’s assets. Our rights and the rights of our creditors will be subject to that prior claim, unless we are also a direct creditor of that subsidiary.

Derivative transactions may expose us to unexpected risk and potential losses.

We are currently party to a limited number of derivative transactions. However, some of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling the position difficult. We are dependent on the creditworthiness of the counterparties and are therefore susceptible to credit and operational risk in these situations.

Derivative instruments and other transactions entered into with third parties are not always confirmed by the counterparties on a timely basis. While the transaction remains unconfirmed, we are subject to heightened credit and operational risk and, in the event of a default, we may find it more difficult to enforce the underlying derivative instrument. In addition, as new and more complex derivative products are created, covering a wider array of underlying credit and other instruments, disputes about the terms of the underlying derivative instruments could arise, which could impair our ability to effectively manage our risk exposures from these products and subject us to increased costs. Any regulatory effort to create an exchange or trading platform for credit derivatives and other over-the-counter derivative instruments, or a market shift toward standardized derivative instruments, could reduce the risk associated with such transactions, but under certain circumstances could also limit our ability to develop derivative instruments that best suit our needs and those of our clients and adversely affect our profitability.

Legislative, Regulatory and Accounting Change Risks

Legislative or regulatory changes or actions could adversely impact us or the businesses in which we are engaged.

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors, borrowers, the DIF and the banking system as a whole, and not to benefit our shareholders. Regulations affecting banks and financial services businesses are undergoing continuous change and management cannot predict the effect of these changes. While such changes are generally intended to lessen the regulatory burden on financial institutions, the impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact us or our ability to increase the value of our business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of a financial institution, the classification of assets held by a financial institution, the adequacy of a financial institution’s allowance for credit losses and the ability to complete acquisitions. Additionally, actions by regulatory agencies against us could cause us to devote significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders. Even the reduction of regulatory restrictions could have an adverse effect on us and our shareholders if such lessening of restrictions increases competition within our industry or our market area.

In light of conditions in the global financial markets and the global economy that occurred in the last two decades, regulators have, at times, increased their focus on the regulation of the financial services industry. The current administration has pursued a regulatory reform agenda that is significantly different than the prior administration, including a lessening of certain regulatory burdens and enforcement priorities for the federal banking agencies. This evolving regulatory and supervisory environment creates uncertainty about the timing and scope of future laws, regulations, policies and priorities. Further, it is possible that future administrations may have a different view of regulatory reform and supervision of the financial services industry. Increased rules or regulations promulgated by federal bank regulatory agencies in the future may subject us, and other financial institutions to which such laws and regulations apply, to additional restrictions, oversight and costs that may have an impact on our business, results of operations or the trading price of our common shares.

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Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.

Financial institutions are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance ("ESG") practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG-related compliance costs for us as well as among our third-party suppliers, vendors and various other parties within our supply chain could result in increases to our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital, and the price of our Common Shares.

Deposit insurance premiums assessed on Park National Bank may increase and have a negative effect on Park’s results of operations.

We have limited ability to control the amount of premiums we are required to pay for FDIC insurance. The DIF is funded by fees assessed on insured depository institutions. If the costs of future bank failures increase, deposit insurance premiums may also increase. The FDIC has adopted rules revising the FDIC's assessments in a manner benefiting banks with assets totaling less than $10 billion. With the acquisition of First Citizen's on February 1, 2026, Park National Bank will become subject to the FDIC’s large bank pricing methodology, which may result in a different, and potentially higher, assessment rate. There can be no assurance, however, that assessments will not be changed in the future. Federal deposit insurance is described in more detail in the section captioned "Supervision and Regulation of Park and Park's Subsidiaries – Federal Deposit Insurance" in "ITEM 1. BUSINESS" of this Annual Report on Form 10-K.

Changes in accounting standards, policies, estimates or procedures could impact our reported financial condition or results of operations.

The entities responsible for setting accounting standards, including the FASB, the SEC and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our consolidated financial statements. Changes in accounting standards can be hard to predict and could materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively, resulting in the restatement of prior period financial statements. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make significant estimates that affect the financial statements. Due to the inherent nature of these estimates, actual results may vary materially from management’s estimates.

Additional information regarding Park’s critical accounting policies and the sensitivity of estimates can be found in our discussion of “CRITICAL ACCOUNTING POLICIES” in "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

Our accounting estimates and risk management processes rely on analytical and forecasting models.

The processes we use to estimate our credit losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and, in some cases, forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models we use for interest rate risk and asset-liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the model we use for determining our expected credit losses is inadequate, the allowance for credit losses may not be sufficient to support charge-offs. If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

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Strategic Risks

Future expansion may adversely affect our financial condition and results of operations as well as dilute the interests of our shareholders and negatively affect the price of our common shares.

We have completed various acquisitions of other financial institutions and branches and assets of other financial institutions in the past, including our recent acquisition of First Citizens and its banking subsidiary, First Citizens National Bank, on February 1, 2026. We may acquire other financial institutions, or branches or assets of other financial institutions, in the future. We may also open new branches and enter into new lines of business or offer new products or services. Any such expansion of our business will involve a number of expenses and risks, which may include:

•the time and expense associated with identifying and evaluating potential expansions;

•the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to target financial institutions;

•potential exposure to unknown or contingent liabilities of the target financial institution;

•exposure to potential asset quality issues of the target financial institution;

•the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the expansion;

•our financing of the expansion;

•the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses;

•risks associated with entry into unfamiliar markets;

•the introduction of new products and services into our existing business;

•the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations;

•the risk of loss of key employees and customers;

•the risk associated with differing company cultures; and

•difficulty in receiving appropriate regulatory approval for any proposed transaction.

We may incur substantial costs to expand, and such expansion may not result in the levels of profits we expect. Integration efforts for any future acquisitions may not be successful. We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders.

Any merger or acquisition opportunity that we decide to pursue will ultimately be subject to regulatory approval or other closing conditions. We may expend substantial time and resources pursing potential acquisitions which may not be consummated because regulatory approval or other closing conditions are not satisfied.

Combining Park and First Citizens may be more difficult, costly or time-consuming than expected, we may fail to realize the anticipated benefits and cost savings of the merger.

The success of the merger with First Citizens will depend, in part, on our ability to realize the anticipated cost savings from combining the businesses of Park and First Citizens. To realize the anticipated benefits and cost savings from the merger, we must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts may also divert management attention and resources. These integration matters could have an adverse effect on us during this transition period and for an undetermined period after the merger’s completion.

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Changes in retail distribution strategies and consumer behavior may adversely impact our investments in our financial service office premises and equipment and other assets and may lead to increased expenditures to change our retail distribution channel.

We have significant investments in financial service office premises and equipment for our financial service office network, including, as of December 31, 2025, 87 financial service offices as well as our retail work force and other financial service office banking assets. Advances in technology such as e-commerce, telephone, internet and mobile banking, and in-branch self-service technologies including automatic teller machines and other equipment, as well as changing customer preferences for these other methods of accessing our products and services, could affect the value of our financial service office network or other retail distribution assets and may cause us to change our retail distribution strategy, close and/or sell certain financial service offices and restructure or reduce our remaining financial service offices and work force. Further advances in technology and/or changes in customer preferences including those related to social media, digital or cryptocurrency, blockchain, and other “fintech” technologies could result in additional changes in our retail distribution strategy and/or financial service office network. These actions could lead to losses on these assets or could adversely impact the carrying value of other long-lived assets and may lead to increased expenditures to renovate and reconfigure remaining financial service offices or to otherwise reform our retail distribution channel.

General Risk Factors

If our total consolidated assets exceed $10.0 billion, we will become subject to additional regulations.

As of December 31, 2025, Park had total consolidated assets of $9.8 billion. With the February 1, 2026 acquisition of First Citizens, Park expects that the total consolidated assets of Park will exceed $10.0 billion at December 31, 2026, subjecting Park and Park National Bank to heightened regulatory requirements stemming largely from the Dodd-Frank Act. These requirements include, but are not limited to, the following: (i) supervision, examination and enforcement by the CFPB with respect to federal consumer financial protection laws; (ii) a modified methodology and scorecard for calculating FDIC insurance assessments and, depending on the result of Park National Bank’s performance under the scorecard, potentially higher assessment rates; (iii) limitations on interchange transaction fees for debit card transactions; (iv) heightened compliance standards under the Volcker Rule; (v) enhanced supervision by the OCC and the Federal Reserve Board; and (vi) no longer being eligible to elect to be subject to the CBLR. The imposition of these regulatory requirements and increased supervision, may require the additional commitment of financial resources to regulatory compliance and may increase Park National Bank’s cost of operations and provide greater limitations on the products and services that can be offered.

Compliance with these additional ongoing requirements may necessitate additional personnel, the design and implementation of additional internal controls, or the incurrence of other significant expenses, any of which could have a significant adverse effect on our business, financial condition, or results of operations. Our regulators may also consider our preparation for compliance with these regulatory requirements in the course of examining our operations generally or when considering any request from us or Park National Bank.

We may be a defendant from time to time in a variety of litigation and other actions, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We may be involved from time to time in a variety of litigation arising out of our business. The risk of litigation increases in times of increased troubled loan collection activity. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may not be able to obtain appropriate types or levels of insurance in the future or obtain adequate replacement policies with acceptable terms.

A default by another larger financial institution could adversely affect financial markets generally.

Many financial institutions and their related operations are closely intertwined, and the soundness of such financial institutions may, to some degree, be interdependent. As a result, concerns about, or a default or threatened default by, one financial institution could lead to significant market-wide liquidity and credit problems and/or losses or defaults by other financial institutions. This “systemic risk” may adversely affect our business.

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We are at risk of increased losses from fraud.

Criminals are committing fraud at an increasing rate and are using more sophisticated techniques. In some cases, these individuals are part of larger criminal rings, which allow them to be more effective. Such fraudulent activity has taken many forms, ranging from wire fraud, debit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, or impersonation of clients through the use of falsified or stolen credentials. Additionally, an individual or business entity may properly identify itself, yet seek to establish a business relationship for the purpose of perpetrating fraud. An emerging type of fraud even involves the creation of synthetic identification in which fraudsters "create" individuals for the purpose of perpetrating fraud. In addition to fraud committed directly against us, we may suffer losses as a result of fraudulent activity committed against third parties. Increased deployment of technologies, such as chip card technology, defray and reduce certain aspects of fraud; however, criminals are turning to other sources to steal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate consumers and thereby commit fraud.

Changes in tax laws could adversely affect our performance.

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations, fair values of net deferred tax assets and obligations of states and political subdivisions held in our investment securities portfolio. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

Adverse changes in the financial markets may adversely impact our results of operations.

While we generally invest in securities issued by U.S. government agencies and sponsored entities and domestic state and local governments with limited credit risk, certain investment securities we hold possess higher credit risk since they represent beneficial interests in structured investments collateralized by residential mortgages, debt obligations and other similar asset-backed assets. Even securities issued by U.S. governmental agencies and sponsored entities may entail risk depending on political and economic changes. Regardless of the level of credit risk, all investment securities are subject to changes in market value due to changing interest rates, implied credit spreads and credit ratings.

Park National Bank is subject to additional requirements and restrictions imposed by the U.S. Department of Justice (the “DOJ”) in the DOJ Consent Order approved by the U.S. District Court for the Southern District of Ohio, Eastern Division.

Park National Bank (“Park”) is subject to a Consent Order with the U.S. Department of Justice (“DOJ”), approved on March 2, 2023, by the U.S. District Court for the Southern District of Ohio. This Consent Order resolved allegations regarding Park’s mortgage lending practices within the Columbus, Ohio Metropolitan Statistical Area ("Columbus Lending Area"). Park is in full compliance with all obligations to date and intends to fully comply with the remaining terms of the Consent Order through its expiration in 2028.

Under the terms of the Consent Order, Park committed to the following over a five-year period: an investment of at least $7.75 million to increase credit opportunities in majority-black and Hispanic census tracts within the Columbus Lending Area; a minimum of $500,000 for community development partnerships and $750,000 for advertising and consumer education; and to maintain one new full-service branch, one mortgage loan production office, and four specialized mortgage lenders focused on community lending.

While Park remains on track to meet these requirements, ongoing compliance requires management attention and the allocation of resources, which may impact financial performance or necessitate changes to business operations and risk management practices.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

No response required.

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ITEM 1C. CYBERSECURITY

Park assesses, identifies, and manages risks from cybersecurity threats consistent with its broader risk management and operations systems, processes, and controls. Park’s information security and cybersecurity operations teams have primary responsibility for guarding against cybersecurity threats. The teams employ numerous security tools such as for threat detection, alerting and monitoring, data loss prevention, vulnerability remediation, and including end-point protections, webproxy, anti-malware, and email security protections. Park uses multi-factor authentication for computer and mobile devices, encryption technology, and requires virtual private network access to Park’s network for all remote employees. Park engages in annual recovery and information security tabletop exercises to simulate threats and events. Park engages third parties on an annual basis to conduct and report on penetration testing exercises. Park administers mandatory security awareness training to all associates on a monthly basis, enhanced administrator access training for security-related positions on an annual basis, and routinely administers employee email phishing testing and training. Topics of training include escalating suspicious activity, malware, insider threats, and email security.

Park maintains a third-party risk management program that is designed to evaluate, monitor, and control risks connected with third-party vendors, particularly those vendors with access to or possession of sensitive information. The third-party risk management program solicits diligence materials from vendors and conducts internal risk assessments for vendors, including with regard to information security policies, practices, testing, and reporting. Diligence and internal risk assessments for vendors include analysis specific to the vendor’s transmission and storage of information, encryption practices, security appliances, vulnerability testing, and past security incidents. Vendor contract negotiations involve data protection terms and responsibilities regarding information breach notifications and reporting.

In designing and carrying out cybersecurity controls, Park follows the National Institute of Standards and Technology Cyber Security Framework for measuring readiness to respond, Sarbanes Oxley for assessment of internal controls, the Gramm-Leach-Bliley Act regarding information security, the Office of the Comptroller of the Currency’s Cybersecurity Supervision Work Program, Interagency Guidance on Third-Party Relationships: Risk Management, other applicable regulatory guidelines, and federal and state laws.

Park’s Board of Directors recognizes the importance of cybersecurity in safeguarding sensitive information. The Board Risk Committee is responsible for overseeing Park’s Enterprise Risk Management program which includes responsibility for cybersecurity. The Park information security and business continuity teams, both part of Park’s Enterprise Risk Management, manage and oversee the Incident Response Plan and Cybersecurity Response Playbook. The Incident Response Plan and Cybersecurity Response Playbook guide Park’s response to cybersecurity issues and events. The Board Executive Committee is engaged in the final determination of whether a cybersecurity issue or event is material, as discussed below. Park's Board of Directors is regularly apprised of cybersecurity risks. Park’s information security team and cybersecurity operations team jointly prepare and issue a quarterly report to the full Board of Directors on the status of incidents, health of program, penetration testing results, risk assessments, identifying cybersecurity trends, internal data, issues, events, and key-risk indicator metrics.

Park’s information security and cybersecurity operations teams have defined escalation paths for issues and events, which include engaging Park’s Incident Response Plan, and working issues and events through Park’s Cybersecurity Response Playbook. Evaluation of escalated events is performed first by the Information Security Officer and Chief Legal Officer, who track and log cybersecurity incidents across Park and Park’s vendors. Any incident assessed as potentially being or becoming material is further escalated to a leadership team that includes the Chief Financial Officer, Chief Operations Officer, Chief Risk Officer, Chief Information Officer, and Chief Accounting Officer. Events that leadership determines may be material are shared with the Board of Director’s Executive Committee for final review and evaluation. Park engages teams, including but not limited to information security, information technology, corporate fraud and security, and fraud prevention, to address and remediate cybersecurity events and issues as they arise. Park engages outside legal counsel for assistance in evaluating and remediating cybersecurity issues and events. Information regarding issues and events is also shared by Park leadership with both internal and external auditors.

Park’s business strategy, results of operations, and financial performance have not been materially affected by risks from cybersecurity threats. Park cannot provide assurance that business strategy, results of operations, or financial performance will not be materially affected in the future by such risks or any future incidents.

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ITEM 2.PROPERTIES.

Park’s principal executive offices are located at 51 North Third Street, Newark, Ohio 43055. This facility, which we own, houses our executive offices as well as various operational functions. We believe that our current facilities are suitable and adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities.

Park National Bank

As of December 31, 2025, Park National Bank and its subsidiary Scope Leasing, Inc. had a total of 87 financial service offices in Ohio, Kentucky, North Carolina and South Carolina. Park National Bank has three financial service offices (including its main office) and two operations centers in Newark in Licking County, Ohio. We operate a total of 76 financial service offices in Ohio, one financial service office in Kentucky, five financial service offices in North Carolina and five financial service offices in South Carolina. Of the financial service offices described above, 17 are leased and the remainder are owned. Park National Bank also operates 32 off-site automated teller machines.

Scope Leasing, Inc. has an office located in Columbus in Franklin County, Ohio, which it leases.

SE Property Holdings, LLC

SEPH has one administrative office located in Newark in Licking County, Ohio, which it leases from Park National Bank.

ITEM 3.LEGAL PROCEEDINGS.

We are routinely engaged in various litigation and other legal matters that are part of, or incidental to, our ordinary course of business and we have a number of unresolved lawsuits and open matters pending resolution. While the ultimate liability with respect to these matters and claims cannot be determined at this time, we believe that losses, damages, or liabilities, if any, and other amounts relating to pending matters, individually or in the aggregate, are not likely to have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. See "Note 1 - Significant Accounting Policies - Loss Contingencies" of the Notes to the Financial Statements included in "Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K for additional information.

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Park's common shares (symbol: PRK) are traded on NYSE American. At February 20, 2026, Park had 4,239 shareholders of record. Park currently intends to continue to pay quarterly cash dividends comparable to the regular quarterly cash dividends paid during the year ended December 31, 2025, subject to the regulatory restrictions described in "Note 24 - Dividend Restrictions" of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA," as well as in the section captioned "Supervision and Regulation of Park and Park's Subsidiaries – Limits on Dividends and Other Payments" in "ITEM 1. BUSINESS" of this Annual Report on Form 10-K.

Performance Graph

The following graph compares the cumulative total shareholder return performance for Park's common shares with the NYSE Composite Index, the KBW NASDAQ Bank Index, and the S&P U.S. SmallCap Banks Index for the five-year period from December 31, 2020 to December 31, 2025. The NYSE Composite Index is a market capitalization-weighted index of the stocks listed on NYSE. The KBW NASDAQ Bank Index is comprised of 24 banking stocks representing the large U.S. national money centers, regional banks and thrift institutions and focuses specifically on banking and de-emphasizes components that would be heavily insurance-related or investment-oriented. The S&P U.S. SmallCap Banks Index is a market capitalization-weighted index comprised of common stocks of U.S. financial services companies that are principally engaged in the business of providing services and products, including banking, investment services, insurance and real estate finance services.

Park believes that the KBW NASDAQ Bank Index and the S&P U.S. SmallCap Banks Index are the appropriate industry indices for Park to use for the five-year total shareholder return performance comparison given the nature of the services provided by the financial services companies included in each.

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Total Return Performance
	Period Ended
Index	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24	12/31/25
Park National Corporation	100.00	135.56	143.87	140.99	187.54	172.29
NYSE Composite Index	100.00	120.68	109.39	124.46	144.12	169.62
KBW NASDAQ Bank Index	100.00	138.33	108.73	107.76	147.85	196.00
S&P U.S. SmallCap Banks Index	100.00	139.21	122.74	123.35	145.82	160.37

The annual compound total return on Park’s common shares for the past five years was a positive 11.4%. By comparison, the annual compound total returns for the past five years on the NYSE Composite Index, the KBW NASDAQ Bank Index, and the S&P U.S. SmallCap Banks Index were a positive 11.1%, a positive 14.4% and a positive 9.9%, respectively.

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of Park's common shares made by or on behalf of Park or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Exchange Act during the three months ended December 31, 2025, as well as the maximum number of common shares that may be purchased under Park’s previously announced stock repurchase authorizations to fund the 2017 Long-Term Incentive Plan for Employees (the "2017 Employees LTIP") and the 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP") and Park's previously announced 2017 and 2019 stock repurchase authorizations:


Period	Total Number of Common Shares Purchased	Average Price Paid per Common Share	Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Common Shares that May Yet Be Purchased under the Plans or Programs (1)
October 1 through October 31, 2025	—	—	—	876,088

November 1 through November 30, 2025	—	—	—	876,088

December 1 through December 31, 2025	—	—	—	876,088

Total	—	—	—	876,088

(1)The number shown represents, as of the end of each period, the maximum number of common shares that may yet be purchased as part of Park’s publicly announced stock repurchase authorizations to fund the 2017 Employees LTIP and the 2017 Non-Employee Directors LTIP, both of which became effective on April 24, 2017; Park's stock repurchase authorization covering 500,000 common shares which was announced on January 23, 2017; and Park's stock repurchase authorization covering 500,000 common shares which was announced on January 28, 2019. Such authorizations are not subject to a fixed expiration date.

Purchases may be made through NYSE American, in the over-the-counter market or in privately negotiated transactions, in each case in compliance with the Ohio General Corporation Law, applicable federal and state securities laws, the rules applicable to issuers having securities listed on NYSE American, regulations promulgated by the Federal Reserve Board and all applicable laws and regulations, each as in effect at the time of each such purchase. Purchases will be made upon such terms and conditions and at such times and in such amounts as any one or more of the authorized officers of Park deem to be appropriate, subject to market conditions, regulatory requirements, any contractual obligations of Park and Park's subsidiaries and other factors, and in the best interest of Park and Park's shareholders. The January 23, 2017 stock repurchase authorization and the January 28, 2019 stock repurchase authorization are distinct from the stock repurchase authorizations to fund the 2017 Employees LTIP and the 2017 Non-Employee Directors LTIP.

ITEM 6.[RESERVED]

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

NON-U.S. GAAP FINANCIAL MEASURES

Management's discussion and analysis contains non-U.S. GAAP financial measures where management believes it to be helpful in understanding Park’s results of operations or financial position. Where non-U.S. GAAP financial measures are used, the comparable U.S. GAAP financial measures, as well as the reconciliation from the comparable U.S. GAAP financial measures, can be found herein.

Items Impacting Comparability of Period Results

From time to time, revenue, expenses and/or taxes are impacted by items judged by management of Park to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their impact is believed by management of Park at that time to be infrequent or short-term in nature. Most often, these items impacting comparability of period results are due to merger and acquisition activities and revenue and expenses related to former Vision Bank loan relationships. In other cases, they may result from management's decisions associated with significant corporate actions outside of the ordinary course of business.

Even though certain revenue and expense items are naturally subject to more volatility than others due to changes in market and economic environment conditions, as a general rule volatility alone does not result in the inclusion of an item as one impacting comparability of period results. For example, changes in the provision for credit losses (aside from those related to former Vision Bank loan relationships), gains (losses) on equity securities, net, and asset valuation adjustments, reflect ordinary banking activities and are, therefore, typically excluded from consideration as items impacting comparability of period results.

Management believes the disclosure of items impacting comparability of period results provides a better understanding of Park's performance and trends and allows management to ascertain which of such items, if any, to include or exclude from an analysis of Park's performance; i.e., within the context of determining how that performance differed from expectations, as well as how, if at all, to adjust estimates of future performance taking such items into account.

Items impacting comparability of the results of particular periods are not intended to be a complete list of items that may materially impact current or future period performance.

Non-U.S. GAAP Financial Measures

Park's management uses certain non-U.S. GAAP financial measures to evaluate Park's performance. Specifically, management reviews the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, and pre-tax, pre-provision net income ("PTPP").

Management has included in this Management's Discussion and Analysis of Financial Condition and Results of Operation, information relating to the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, and pre-tax, pre-provision net income for the years ended December 31, 2025, December 31, 2024, and December 31, 2023. For the purpose of calculating the return on average tangible equity, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the return on average tangible assets, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the tangible equity to tangible assets ratio, a non-U.S. GAAP financial measure, tangible equity is divided by tangible assets. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at period end. Tangible assets equal total assets less goodwill and other intangible assets, in each case at period end. For the purpose of calculating pre-tax, pre-provision net income, a non-U.S. GAAP financial measure, income taxes and the provision for credit losses are added back to net income, in each case during the applicable period.

Management believes that the disclosure of the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, and pre-tax, pre-provision net income presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with U.S. GAAP, assists in analyzing Park's operating performance, ensures comparability of operating performance from period to period, and facilitates comparisons with the performance of Park's peer financial holding

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companies and bank holding companies, while eliminating certain non-operational effects of acquisitions. In the tables included within the "ANALYSIS OF EARNINGS - Items Impacting Comparability" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations, Park has provided a reconciliation of average tangible equity from average shareholders' equity, average tangible assets from average assets, tangible equity from total shareholders' equity, tangible assets from total assets, and pre-tax, pre-provision net income from net income solely for the purpose of complying with SEC Regulation G and not as an indication that the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, and pre-tax, pre-provision net income are substitutes for the return on average equity, the return on average assets, the total shareholders' equity to total assets ratio, and net income, respectively, as determined in accordance with U.S. GAAP

FTE (fully taxable equivalent) Financial Measures

Interest income, yields, and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a corporate federal statutory tax rate of 21%. In the tables included within the "ANALYSIS OF EARNINGS - Net Interest Income" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations, Park has provided detail of FTE interest income solely for the purpose of complying with SEC Regulation G and not as an indication that FTE interest income, yields and ratios are substitutes for interest income, yields and ratios, as determined in accordance with U.S. GAAP.

OVERVIEW

The table below reflects Park's net income for the years ended December 31, 2025, 2024 and 2023.


Table 1 - Summary Income Statement
(In thousands)	2025		2024		2023
Net interest income	$	437,311	$	398,019	$	373,113
Provision for credit losses	11,488		14,543		2,904
Other income	119,881		122,588		92,634
Other expense	324,381		321,339		309,239
Income before income taxes	$	221,323	$	184,725	$	153,604
Income tax expense	41,250		33,305		26,870
Net income	$	180,073	$	151,420	$	126,734
Pre-tax, pre-provision net income (1)	$	232,811	$	199,268	$	156,508

(1) PTPP net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period.

Net income for the year ended December 31, 2025 of $180.1 million represented a $28.7 million, or 18.9% increase compared to $151.4 million for the year ended December 31, 2024. Net income for the year ended December 31, 2024 of $151.4 million represented a $24.7 million, or 19.5%, increase compared to $126.7 million for the year ended December 31, 2023.

Pre-tax, pre-provision net income (non-U.S. GAAP) for the year ended December 31, 2025 of $232.8 million represented a $33.5 million, or 16.8%, increase compared to $199.3 million for the year ended December 31, 2024. Pre-tax, pre-provision net income (non-U.S. GAAP) for the year ended December 31, 2024 of $199.3 million represented a $42.8 million, or 27.3%, increase compared to $156.5 million for the year ended December 31, 2023.

Net income for each of the years ended December 31, 2025, 2024 and 2023, included several items of income and expense that impacted comparability of period results. These items are detailed in the "ANALYSIS OF EARNINGS - Items Impacting Comparability" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

DIVIDENDS ON COMMON SHARES

Cash dividends declared on Park's common shares were $5.53 in 2025, $4.74 in 2024 and $4.20 in 2023. Dividends declared as a percentage of net income was 50%, 51% and 54% for 2025, 2024 and 2023, respectively. Park has historically targeted a dividend payout ratio of 50% each year.

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The quarterly cash dividend on Park's common shares was $1.07 per share for the first, second, third and fourth quarters of 2025. Additionally, in the fourth quarter of 2025 there was a special cash dividend of $1.25 per share. The quarterly cash dividend on Park's common shares was $1.06 per share for the first, second, third, and fourth quarters of 2024. Additionally, in fourth quarter of 2024 there was a special cash dividend of $0.50 per share. The quarterly cash dividend on Park's common shares was $1.05 per share for each of the quarters of 2023 and there was no special dividend in 2023.

Please see the discussion of limitations on Park's ability to pay dividends in the section captioned "Supervision and Regulation of Park and its Subsidiaries – Limits on Dividends and Other Payments" in "ITEM 1. BUSINESS" of this Annual Report on Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

The significant accounting estimates used in the development and presentation of Park’s consolidated financial statements are listed in "Note 1 - Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." The accounting and reporting estimates of Park conform with U.S. GAAP and general practices within the financial services industry. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Credit Losses: Park believes the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb estimated credit losses over the life of an asset or an off-balance sheet credit exposure. Management’s determination of the adequacy of the allowance for credit losses is based on periodic evaluations of past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. However, this evaluation has subjective components requiring material estimates, including expected default probabilities, the expected loss given default, the amounts and timing of expected future cash flows on individually evaluated loans, and estimated losses based on historical loss experience and forecasted economic conditions. All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods.

One of the significant judgments impacting the ACL estimate is the economic forecasts for Ohio unemployment, Ohio GDP, and Ohio HPI. These economic forecasts inform the regression model used to calculate cash flows during the reasonable and supportable forecast period. Additionally, multiple economic forecast scenarios are weighted to arrive at the quantitative reserve. Changes in the economic forecast or weighting could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next.

As noted above, in calculating the ACL, management weighs different scenarios, including a baseline (most likely) scenario and an adverse scenario. At December 31, 2025, management applied a 50% weighting to the baseline scenario and applied a 50% weighting to the adverse scenario. To create hypothetical sensitivity analyses, management calculated a quantitative allowance using a 100% weighting applied to a baseline scenario and a quantitative allowance using a 100% weighting applied to an adverse scenario. The adverse scenario assumes among other things that: (1) Worries that the Israel-Hamas conflict will widen and Russia’s invasion of the Ukraine will persist longer than expected. Risk grows that China may block the Taiwan Strait, causing business and consumer confidence to decline. Retaliatory tariffs reduce US exports and lead to a global downturn. (2) The combination of a recession and rising inflation causes the Federal Reserve to lower federal funds rates in Q1 2026 but only slightly below baseline for a couple of quarters. As a recession persists and inflation subsides, the Federal Reserve subsequently reduces the federal funds rate more significantly. (3) Europe goes into a recession as increased tariffs lower exports. Populism in Europe rises, raising uncertainties about longevity of the Euro zone and causes financial stress to highly indebted nations, especially Italy. These developments further lower US exports and corporate earnings of foreign subsidiaries of US companies. (4) Impacts of tariffs and deportations are significantly worse than expected. Tariff rate rises from about 19% and it remains there through the end of 2028. Retaliatory tariffs reduce US exports and lead to global turndown. Tax revenues are lower than in the baseline creating a higher deficit and concerns about national debt level raise uncertainty about the course of tax policy. Full extensions of the Tax Cuts and Jobs Act personal provisions are passed as well as increased state/local tax deductions, certain business tax provisions, and other tax credits/deductions do not expire. Growth in Medicaid funding is reduced and foreign aid funding remains capped. Defense and immigration spending will continue to rise. (5) Recession Q1 2026 and lasts through Q3 2026 and real GDP declines by 2.6%. Unemployment rate rises to a peak of 8.4% Q1 2027. Stock market falls 35% from Q1 2026 to Q3 2026. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in Park's ACL of $30.0 million as of December 31, 2025 if only the

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adverse scenario was used. Excluding consideration of qualitative adjustments, a corresponding $30.0 million decrease in Park's ACL would occur in a hypothetical scenario if only the baseline (most likely) scenario was used.

Refer to the “CREDIT METRICS AND PROVISION FOR CREDIT LOSSES” section within this "ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" for additional discussion.

Pension Plan: The determination of pension plan obligations and related expenses requires the use of assumptions to estimate the amount of benefits that employees will earn while working, as well as the present value of those benefits. Annual pension income/expense is principally based on four components: (1) the value of benefits earned by employees for working during the year (service cost), (2) the increase in the liability due to the passage of time (interest cost), and (3) other gains and losses, reduced by (4) the expected return on plan assets for our pension plan. During the year ended December 31, 2024, Park exceeded the pension settlement threshold established in ASC 715-30 and recognized in income a pro-rata portion of the unamortized gain in accumulated other comprehensive loss (pension settlement gain).

Significant assumptions used to measure our annual pension expense include:

•the interest rate used to determine the present value of liabilities (discount rate);

•certain employee-related factors, such as turnover, retirement age and mortality;

•the expected return on assets in our funded pension plan; and

•the rate of salary increases where benefits are based on earnings.

The most significant of these assumptions is the discount rate and the expected return on assets. The discount rate utilized for the December 31, 2025 calculation was 5.95% and the expected return on plan assets was 6.92%. This compares to the discount rate utilized for the December 31, 2024 calculation of 5.89% and the expected return on plan assets of 6.92%. Presented below is the estimated impact on Park's projected benefit obligation ("PBO") and 2025 pension expense assuming changes in the significant assumptions.


Table 2 - Pension Sensitivity
	Discount Rate				Expected Return on Plan Assets
(In thousands)	- 25 BPS		+25 BPS		- 50 BPS		+50 BPS
Change in PBO	$	2,870	$	(2,730)	N.A.		N.A.
Change in Pension Expense	$	260	$	(420)	$	1,170	$	(1,170)

Our assumptions reflect our historical experience and management’s best judgment regarding future expectations. Due to the significant management judgment involved, our assumptions could have a material impact on the measurement of our pension plan income/expense and obligation.

ABOUT OUR BUSINESS

Through our national bank subsidiary, PNB, Park is engaged in a general commercial banking and trust and wealth management business, primarily in Ohio, Kentucky, North Carolina, South Carolina, and, as of February 1, 2026, Tennessee, with the exception of nationwide aircraft loans and nationwide asset-based lending to consumer finance companies. Management believes there are a significant number of consumers and businesses that seek long-term relationships with community-based financial institutions of quality and strength. While not engaging in activities such as foreign lending, nationally syndicated loans or investment banking, Park attempts to meet the needs of our customers for commercial, real estate and consumer loans, and investment, fiduciary and deposit services.

Park’s subsidiaries compete for deposits and loans with other banks, savings associations, credit unions and other types of financial institutions. At December 31, 2025, Park operated 87 financial service offices (including those of PNB and Scope Leasing, Inc. ("Scope Aircraft Finance")) and a network of 107 automated teller machines in 24 Ohio counties, five North Carolina counties, four South Carolina counties and one Kentucky county. SEPH operated one administrative office, located in Newark, Ohio.

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SOURCE OF FUNDS

Deposits: Park’s major source of funds is deposits from individuals, businesses and local government entities. These deposits consist of non-interest bearing and interest bearing deposits.

Average total deposits were $8,462 million in 2025, compared to $8,260 million in 2024 and compared to $8,360 million in 2023. The average interest rate paid on interest bearing deposits was 1.71% in 2025, 1.97% in 2024 and 1.52% in 2023. The average cost of interest bearing deposits for each quarter of 2025 was 1.61% for the fourth quarter, 1.74% for the third quarter, 1.73% for the second quarter and 1.76% for the first quarter.

The table below provides a summary of deposit balances as of December 31, 2025 and 2024, along with the change over the past year.


Table 3 - Year-End Deposits
December 31 (In thousands)	2025		2024		Change
Non-interest bearing checking	$	2,656,093	$	2,612,708	$	43,385
Interest bearing transaction accounts	2,032,497		1,939,755		92,742
Savings	2,765,171		2,679,280		85,891
Time deposits	772,952		735,297		37,655
Brokered deposits and Bid Ohio CDs	17,000		176,486		(159,486)
Total	$	8,243,713	$	8,143,526	$	100,187
Off balance sheet deposits	105,265		115,186		(9,921)
Total deposits including off balance sheet deposits	$	8,348,978	$	8,258,712	$	90,266

During the years ended December 31, 2025 and 2024, Park decided to continue participation in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet. Park is able to increase or decrease the amount of deposit balances transferred off balance sheet based on its balance sheet management strategies and liquidity needs. At December 31, 2025 and December 31, 2024, Park had $105.3 million and $115.2 million, respectively, in off balance sheet deposits.

The table below breaks out the change in deposit balances, by deposit type, for Park.


Table 4 - Retail and Commercial Deposits
December 31 (In thousands)	2025			2024			2023			2022			2021
Retail deposits	$	4,081,871		$	4,035,351		$	4,080,372		$	4,388,394		$	4,416,228
Commercial deposits	4,144,842			3,931,689			3,797,209			3,846,321			3,488,300
Brokered and bid CD deposits	17,000			176,486			164,985			—			—
Total deposits	$	8,243,713		$	8,143,526		$	8,042,566		$	8,234,715		$	7,904,528
Off balance sheet deposits	105,265			115,186			1,185			195,937			983,053
Total deposits including off balance sheet deposits	$	8,348,978		$	8,258,712		$	8,043,751		$	8,430,652		$	8,887,581
$ change from prior period end	$	90,266		$	214,961		$	(386,901)		$	(456,929)
% change from prior period end	1.1		%	2.7		%	(4.6)		%	(5.1)		%

Noninterest bearing deposits to total deposits	32.2		%	32.1		%	32.7		%	37.3		%	38.8		%

During the year ended December 31, 2025, total deposits including off balance sheet deposits increased by $90.3 million, or 1.1%. This increase consisted of a $213.2 million increase in total commercial deposits and a $46.5 million increase in retail deposits, partially offset by a $159.5 million decrease in brokered and bid CD deposits and a $9.9 million decrease in off balance sheet deposits. The majority of off balance sheet deposits are commercial and thus impact the change in commercial deposits as the deposits are moved on or off the balance sheet.

Included in the total commercial deposits and off balance sheet deposits shown in the previous table are public fund deposits. These balances fluctuate based on seasonality and the cycle of collection and remittance of tax funds. Public funds include Bid

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Ohio CDs. The following table details the change in public fund deposits held on and off Park's balance sheet.


Table 5 - Public Fund Deposits
(Dollars in thousands)	2025			2024			2023			2022			2021
Public funds included in commercial deposits	$	1,320,070		$	1,278,325		$	1,198,418		$	1,335,400		$	1,548,217
Bid Ohio CDs	17,000			76,497			15,000			—			—
Total public fund deposits	$	1,337,070		$	1,354,822		$	1,213,418		$	1,335,400		$	1,548,217
$ change from prior period end	$	(17,752)		$	141,404		$	(121,982)		$	(212,817)
% change from prior period end	(1.3)		%	11.7		%	(9.1)		%	(13.7)		%

Cost of public fund deposits	1.94		%	2.36		%	2.24		%	0.60		%	0.11		%
Cost of total interest bearing deposits	1.71		%	1.97		%	1.52		%	0.39		%	0.12		%

As of December 31, 2025, Park had approximately $1.5 billion of uninsured deposits, which was 18.5% of total deposits. Uninsured deposits of $1.5 billion included $382.6 million of deposits that were over $250,000, but were fully collateralized by Park's investment securities portfolio. As of December 31, 2024, Park had approximately $1.4 billion of uninsured deposits, which was 17.6% of total deposits. Uninsured deposits of $1.4 billion included $395.4 million of deposits that were over $250,000, but were fully collateralized by Park's investment securities portfolio. The uninsured amounts, those in excess of the $250,000 FDIC insurance limit, are estimates based on the methodologies used for the Corporation's regulatory reporting requirements.

The following table provides a summary of the portion of the Corporation's time deposits, by account, that are in excess of the FDIC insurance limit of $250,000, by remaining time until maturity, as of December 31, 2025:


Table 6 - Maturities of Time Deposits in Excess of FDIC Insurance Limit
December 31 (In thousands)	2025
3 months or less	$	94,754
Over 3 months through 6 months	50,287
Over 6 months through 12 months	63,058
Over 12 months	39,070
Total	$	247,169

Short-Term Borrowings: Short-term borrowings consist of securities sold under agreements to repurchase, Federal Home Loan Bank advances, Federal Funds purchased and other borrowings. These funds are used to manage the Corporation’s liquidity needs and interest rate sensitivity risk. The average rate paid on short-term borrowings generally moves closely with changes in market interest rates for short-term investments. The average rate paid on short-term borrowings was 1.45% in 2025, compared to 2.60% in 2024 and 2.58% in 2023. The year-end balance for short-term borrowings was $82 million at December 31, 2025, compared to $90 million at December 31, 2024 and $328 million at December 31, 2023.

Subordinated Notes: Park assumed, with the 2007 acquisition of Vision Bank's parent holding company, $15.5 million of floating rate junior subordinated notes. The $15.5 million of junior subordinated notes were purchased by Vision Bancshares Trust I ("Trust I") following the issuance of Trust I's $15.0 million of floating rate preferred securities. The interest rate on these junior subordinated notes adjusted every quarter at 174 basis points above the three-month CME Term SOFR. The maturity date for the junior subordinated notes was December 30, 2035, and, since December 30, 2010, Park has had the right to prepay the junior subordinated notes, without penalty. 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.

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

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As of December 31, 2025, Park has no subordinated debt outstanding. At December 31, 2024, the Subordinated Notes, net of unamortized issuance costs, totaled $189.7 million and qualified as Tier 2 capital for Park under the Federal Reserve Board capital adequacy rules.

In 2025, the average balance of subordinated notes was $128 million, compared to $189 million in 2024 and $189 million in 2023. The average interest rate paid on subordinated notes was 4.91% in 2025, compared to 4.98% in 2024 and 4.97% in 2023.

See "Note 17 - Subordinated Notes" of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K for additional information about the Subordinated Notes.

Total Debt: Average total debt (subordinated notes and short-term) was $208 million in 2025, compared to $310 million in 2024 and $372 million in 2023. Average total debt decreased by $101.6 million, or 32.8% in 2025 compared to 2024 and decreased $62.0 million, or 16.7% in 2024 compared to 2023. Average long term subordinated notes were 61% of average total debt in 2025, compared to 61% of average total debt in 2024 and 51% of average total debt in 2023.

Shareholders' Equity: The ratio of total shareholders' equity to total assets was 13.80% at December 31, 2025, compared to 12.69% at December 31, 2024 and 11.64% at December 31, 2023. The non-GAAP ratio of tangible shareholders’ equity [shareholders' equity ($1,352.8 million) less goodwill ($159.6 million) and other intangible assets ($2.4 million)] to tangible assets [total assets ($9,805.0 million) less goodwill ($159.6 million) and other intangible assets ($2.4 million)] was 12.35% at December 31, 2025, compared to 11.21% at December 31, 2024 and 10.14% at December 31, 2023.

In accordance with U.S. GAAP, Park reflects any unrealized holding gain or loss on AFS debt securities and any change in the funded status of Park's pension plan, in each case, net of income taxes, as accumulated other comprehensive (loss) income which is part of Park’s shareholders’ equity.

The unrealized net holding loss, net of income taxes, on AFS debt securities was $32.3 million at year-end 2025, compared to an unrealized net holding loss, net of income taxes, of $62.9 million at year-end 2024 and an unrealized net holding loss, net of income taxes, $67.9 million at year-end 2023. The unrealized net holding loss on AFS debt securities at December 31, 2025 was impacted by the realization of $1.8 million in losses, net of income taxes, during the year ended December 31, 2025 as the result of the sale of $79.1 million in AFS debt securities. The unrealized net holding loss on AFS debt securities at December 31, 2024 was impacted by the realization of $415,000 in losses, net of income taxes, during the year ended December 31, 2024 as the result of the sale of $44.6 million in AFS debt securities. The unrealized net holding loss on AFS debt securities at December 31, 2023 was impacted by the realization of $6.2 million in losses, net of income taxes, during the year ended December 31, 2023 as the result of the sale of $291.0 million in AFS debt securities.

In accordance with U.S. GAAP, Park adjusts accumulated other comprehensive (loss) income to recognize the net actuarial gain or loss and prior service cost reflected in the funding status of Park’s pension plan. See "Note 20 - Benefit Plans" of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K for additional information on the accounting for Park’s pension plan. At year-end 2025, the balance in accumulated other comprehensive loss pertaining to the pension plan was unrealized income of $19.6 million, compared to unrealized income of $16.8 million at December 31, 2024 and compared to unrealized income of $1.7 million at December 31, 2023.

The net other comprehensive income in 2025 was largely due to a $3.6 million ($2.8 million, net of taxes) net actuarial gain. The gain was due to asset returns greater than expected and an increase in the discount rate, partially offset by assumption updates for a change in the mortality table for lump sum distributions, reflecting updates for the 2025 assumption study, demographic losses and an increase in the interest credit rate.

The net other comprehensive income in 2024 was largely due to a $25.2 million ($19.9 million, net of taxes) net unrealized actuarial gain, partially offset by a $6.1 million ($4.9 million, net of taxes) realized pension settlement gain. The unrealized gain was due to asset returns greater than expected, an increase in the discount rate and assumption updates for a change in the mortality table for lump sum distributions, reflecting updates for the 2024 assumption study, partially offset by demographic losses and an increase in the interest credit rate. The realized pension settlement gain was recognized as a result of a combination of lump sum payouts as well as the purchase of a nonparticipating annuity contract which will provide ongoing benefits to vested participants.

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The net other comprehensive income in 2023 was largely due to a $10.5 million ($8.3 million, net of taxes) net actuarial gain. The gain was due to asset returns greater than expected, partially offset by the impact of demographic losses driven by salary increases greater than assumed and a decrease in the discount rate.

INVESTMENT OF FUNDS

Loans: Average loans were $7,924 million in 2025, compared to $7,627 million in 2024 and $7,222 million in 2023. The average yield on loans was 6.33% in 2025, compared to 6.14% in 2024 and 5.55% in 2023. Approximately 46% of Park’s loan balances mature or reprice within one year (see Table 32). The average yield on loans for each quarter of 2025 was 6.34% for the fourth quarter, 6.34% for the third quarter, 6.37% for the second quarter and 6.26% for the first quarter.

Excluding the impact of the purchase accounting accretion, SEPH income, and PPP income, the average yield on loans was 6.29%, 6.13% and 5.53%, for the years ended December 31, 2025, 2024, and 2023. Excluding the impact of the purchase accounting accretion, SEPH income, and PPP income, the average yield on loans was 6.33% for the fourth quarter of 2025, 6.33% for the third quarter of 2025, 6.32% for the second quarter of 2025, and 6.21% for the first quarter of 2025.

At December 31, 2025, loan balances were $8,051 million compared to $7,817 million at year-end 2024, an increase of $234 million, or 3.0%. At December 31, 2024, loan balances were $7,817 million, compared to $7,476 million at year-end 2023, an increase of $341 million, or 4.6%.

The table below reports year-end loan balances by type of loan for the past three years.


Table 7 - Loans by Type
December 31 (In thousands)	2025		2024		2023
Commercial, financial and agricultural	$	1,212,150	$	1,269,585	$	1,295,640
Construction real estate	399,425		412,577		305,099
Residential real estate	2,375,382		2,200,433		2,029,524
Commercial real estate	2,208,660		1,994,332		1,875,993
Consumer	1,823,247		1,910,372		1,945,936
Leases	32,378		29,829		24,029
Total loans	$	8,051,242	$	7,817,128	$	7,476,221

On a combined basis, year-end commercial, financial and agricultural loans, construction real estate loans and commercial real estate loans increased by $143.7 million, or 3.9%, in 2025. The increase in 2025 was due to an increase in commercial real estate loans of $214.3 million, which were partially offset by an decrease in commercial, financial and agricultural loans of $57.4 million and a decrease in construction real estate loans of $13.2 million. On a combined basis, year-end commercial, financial and agricultural loans, construction real estate loans and commercial real estate loans increased by $199.8 million, or 5.7%, in 2024. The increase in 2024 was due to an increase in commercial real estate loans of $118.3 million and an increase in construction real estate loans of $107.5 million, which were partially offset by a decrease in commercial, financial and agricultural loans of $26.1 million.

Consumer loans decreased by $87.1 million, or 4.6% in 2025 and decreased by $35.6 million, or 1.8% in 2024. The change in consumer loans in 2025 and 2024 was primarily due to decreases in automobile lending in Ohio due to strategic balance sheet management.

Residential real estate loans increased by $174.9 million, or 8.0% in 2025 and increased by $170.9 million, or 8.4% in 2024. The increase in 2025 was due to an increase in commercial loans secured by residential real estate of $108.3 million, an increase in home equity loans secured by residential real estate of $37.6 million and an increase in mortgage loans secured by residential real estate of $29.1 million. The increase in 2024 was due to an increase in mortgage loans secured by residential

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real estate of $106.7 million, an increase in commercial loans secured by residential real estate of $35.0 million and an increase in home equity loans secured by residential real estate of $29.1 million.

Leases increased by $2.5 million to $32.4 million in 2025 and increased by $5.8 million to $29.8 million in 2024.

The table below summarizes the distribution of maturities for loan segments as of December 31, 2025:


Table 8 - Loan Maturity Distribution
	One Year or Less (1)		Over One Through Five Years		Over Five Through Fifteen Years		Over Fifteen Years		Total
December 31, 2025
(In thousands)
Commercial, financial and agricultural	$	423,768	$	545,561	$	139,721	$	103,100	$	1,212,150
Construction real estate	82,098		159,094		68,251		89,982		399,425
Residential real estate	79,600		268,202		790,049		1,237,531		2,375,382
Commercial real estate	121,274		566,093		839,522		681,771		2,208,660
Consumer	22,757		866,155		899,227		35,108		1,823,247
Leases	2,577		29,767		34		—		32,378
Total loans and leases	$	732,074	$	2,434,872	$	2,736,804	$	2,147,492	$	8,051,242

(1) Nonaccrual loans of $66.5 million are included within the one year or less classification above.

The table below summarizes the composition of the loan portfolio by fixed and adjustable rate as of December 31, 2025 that are contractually due after December 31, 2026:


Table 9 - Amounts Due After One Year
(In thousands)	Fixed		Adjustable		Total
Commercial, financial and agricultural	$	459,604	$	328,778	$	788,382
Construction real estate	49,703		267,624		317,327
Residential real estate	700,075		1,595,707		2,295,782
Commercial real estate	452,201		1,635,185		2,087,386
Consumer	1,792,324		8,166		1,800,490
Leases	29,801		—		29,801
Total loans and leases	$	3,483,708	$	3,835,460	$	7,319,168

Investment Securities: Park’s investment securities portfolio is structured to minimize credit risk, provide liquidity and contribute to earnings. As conditions change over time, Park’s overall interest rate risk, liquidity needs and potential return on the investment portfolio will change. Management regularly evaluates the securities in the investment portfolio as circumstances evolve. Circumstances that could result in the sale of a security include: to better manage interest rate risk; to meet liquidity needs; or to improve the overall net interest margin.

AFS debt securities are carried on the books at their estimated fair value with the unrealized holding gain or loss, net of income taxes, accounted for as accumulated other comprehensive (loss) income. The debt securities that are classified as AFS are free to be sold in future periods in carrying out Park’s investment strategies.

Beginning in 2021, Park began investing in the AAA and AA rated tranches of Collateralized Loan Obligations ("CLOs"). CLOs had a fair value as of December 31, 2025 of $56.1 million. Management closely monitors the credit status of these securities. At December 31, 2025, the market value of overcollateralization was greater than 125% for each CLO. The market value of overcollateralization is a measure of the underlying collateral value of the instrument relative to our specific tranche position, and our AAA or AA rated senior tranches are supported by subordinate tranches.

Average taxable debt investment securities were $785 million in 2025, compared to $1,082 million in 2024 and $1,387 million in 2023. The average yield on taxable debt investment securities was 3.02% in 2025 compared to 3.86% in 2024 and 3.81% in 2023. Average tax-exempt debt investment securities were $218 million in 2025 compared to $219 million in 2024 and $400 million in 2023. The average tax-equivalent yield on tax-exempt debt investment securities was 3.36% in 2025, compared to 3.19% in 2024 and 3.47% in 2023.

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Total debt securities (at amortized cost) were $730 million at December 31, 2025, compared to $1,076 million at December 31, 2024 and $1,419 million at December 31, 2023. Management purchased debt securities totaling $88 million in 2025, $3 million in 2024 and $4 million in 2023. Proceeds from repayments, redemptions and maturities of debt securities were $355 million in 2025, $300 million in 2024 and $145 million in 2023.

During 2025, Park sold certain AFS debt securities with a book value of $79.1 million at a gross loss of $2.3 million. During 2024, Park sold certain AFS debt securities with a book value of $42.3 million at a gross loss of $553,000 and sold certain AFS debt securities with a book value of $2.3 million for a gross gain of $27,000. During 2023, Park sold certain AFS debt securities with a book value of $291.0 million at a gross loss of $7.9 million.

For the years ended December 31, 2025, 2024, and 2023, the average tax-equivalent yield on the total investment portfolio was 3.10%, 3.74% and 3.73%, respectively. The weighted average remaining maturity of the total investment portfolio was 4.9 years at December 31, 2025, 4.7 years at December 31, 2024 and 4.8 years at December 31, 2023. Obligations of U.S. Government sponsored entities and U.S. Government sponsored entities' asset-backed securities were approximately 49.9% of the total investment portfolio at year-end 2025, 47.1% of the total investment portfolio at year-end 2024 and 44.4% of the total investment portfolio at year-end 2023.

Other investment securities (as shown on Park's Consolidated Balance Sheets) consist of restricted stock investments in the FHLB and the FRB and equity securities which include equity investments in other financial institutions and equity investments in limited partnerships which provide mezzanine funding. Total other investment securities were $113 million at December 31, 2025, $104 million at December 31, 2024 and $96 million at December 31, 2023. There were $494,000 in FHLB stock purchases in 2025, $9.2 million in FHLB stock purchases in 2024 and $18.2 million in FHLB stock purchases in 2023. Proceeds from the redemption/repurchase of FHLB stock were $1.1 million in 2025, compared to $18.4 million in 2024, and $11.7 million in 2023. No shares of FRB stock were purchased or sold in any of the years ended December 31, 2025, 2024, or 2023. Management purchased equity securities totaling $5.8 million in 2025, $10.2 million in 2024 and $2.2 million in 2023. During the years ended December 31, 2025, 2024, and 2023, Park entered into partnership agreements with commitments totaling $157,000, $2.5 million and $2.7 million, respectively. Funding of limited partnerships totaled $8.1 million, $7.5 million and $5.6 million during the years ended December 31, 2025, 2024, and 2023, respectively.

"Gain on equity securities, net" on Park's Consolidated Statements of Income were $4.7 million, $3.1 million and $971,000 for the years ended December 31, 2025, 2024 and 2023, respectively. These gains on equity securities were made up of gains (losses) on equity investments carried at fair value or modified cost as well as gains (losses) on equity investments carried at modified cost and gains (losses) on partnership investments carried at NAV.

For the years ended December 31, 2025, 2024 and 2023, $3.5 million, $2.6 million and $600,000, respectively, of gains on equity investments carried at fair value or modified cost were recorded within "Gain on equity securities, net" on Park's Consolidated Statements of Income.

For the years ended December 31, 2025, 2024 and 2023, $1.2 million, $468,000 and $371,000, respectively, of gains on equity investments carried at NAV were recorded within "Gain on equity securities, net" on Park's Consolidated Statements of Income.

The average maturity of the investment portfolio would lengthen if long-term interest rates were to increase as principal repayments from mortgage-backed securities and CMOs would decrease and callable securities would price to their maturity dates. At year-end 2025, management estimated that the average maturity of the investment portfolio would lengthen to 5.4 years with a 100 basis point increase in long-term interest rates and would lengthen to 5.7 years with a 200 basis point increase in long-term interest rates. Likewise, the average maturity of the investment portfolio would shorten if long-term interest rates were to decrease as the principal repayments from mortgage-backed securities and CMOs would increase and callable securities would price to their call dates. At year-end 2025, management estimated that the average maturity of the investment portfolio would decrease to 4.3 years with a 100 basis point decrease in long-term interest rates and to 4.2 years with a 200 basis point decrease in long-term interest rates.

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The table below sets forth the carrying value of investment securities, as well as the percentage held within each category at year-end 2025, 2024 and 2023:


Table 10 - Investment Securities
December 31 (In thousands)	2025			2024			2023
Obligations of U.S. Government sponsored entities	$	—		$	249		$	—
Obligations of states and political subdivisions	211,823			186,883			241,184
U.S. Government sponsored entities' asset-backed securities	399,964			518,576			635,475
Collateralized loan obligations	56,143			271,833			438,286
Corporate debt securities	20,738			19,083			17,897
FHLB stock	8,013			8,607			17,754
FRB stock	14,653			14,653			14,653
Equities	90,808			80,977			63,895
Total	$	802,142		$	1,100,861		$	1,429,144
Investments by category as a percentage of total investment securities
Obligations of U.S. Government sponsored entities	—		%	—		%	—		%
Obligations of states and political subdivisions	26.4		%	17.0		%	16.9		%
U.S. Government sponsored entities' asset-backed securities	49.9		%	47.1		%	44.4		%
Collateralized loan obligations	7.0		%	24.7		%	30.7		%
Corporate debt securities	2.6		%	1.7		%	1.3		%
FHLB stock	1.0		%	0.8		%	1.2		%
FRB stock	1.8		%	1.3		%	1.0		%
Equities	11.3		%	7.4		%	4.5		%
Total	100.0		%	100.0		%	100.0		%

The carrying value of investments in debt securities at December 31, 2025, is shown in the following table by contractual maturity, except for asset-backed securities and collateralized loan obligations, which are shown as a single total, due to the unpredictability of the timing in principal repayments. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


Table 11 - Investment Maturity Distribution
	One Year or under		Over One Through Five Years		Over Five Through Ten Years		Over Ten Years		Total
December 31, 2025
(In thousands)
Corporate debt securities	$	—	$	1,956	$	18,782	$	—	$	20,738
Obligations of states and political subdivisions	—		—		98,360		113,463		211,823
Total	$	—	$	1,956	$	117,142	$	113,463	$	232,561

U.S. Government sponsored entities' asset-backed securities									$	399,964
Collateralized loan obligations									56,143

ANALYSIS OF EARNINGS

Net Interest Income: Park’s principal source of earnings is net interest income, the difference between total interest income and total interest expense. Net interest income results from average balances outstanding for interest earning assets and interest bearing liabilities in conjunction with the average rates earned and paid on them. (See the table below for three years of history on the average balances of the balance sheet categories as well as the average rates earned on interest earning assets and the average rates paid on interest bearing liabilities.)

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Table 12 - Distribution of Assets, Liabilities and Shareholders' Equity
December 31,	2025						2024						2023
(In thousands)	Daily Average		Interest		Average Rate		Daily Average		Interest		Average Rate		Daily Average		Interest		Average Rate
ASSETS

Loans (1)(2)	$	7,924,342	$	501,400	6.33	%	$	7,627,419	$	468,566	6.14	%	$	7,222,479	$	400,606	5.55	%
Taxable investment securities	784,610		23,734		3.02	%	1,081,906		41,718		3.86	%	1,386,670		52,786		3.81	%
Tax-exempt investment securities (3)	217,999		7,315		3.36	%	219,233		6,992		3.19	%	400,028		13,881		3.47	%
Money market instruments	343,612		14,745		4.29	%	157,292		8,121		5.16	%	162,544		8,123		5.00	%
Total interest earning assets	9,270,563		547,194		5.90	%	9,085,850		525,397		5.78	%	9,171,721		475,396		5.18	%
Non-interest earning assets:
Allowance for credit losses	(90,254)						(85,930)						(87,002)
Cash and due from banks	119,607						129,070						147,414
Premises and equipment, net	65,272						72,689						79,443
Other assets	742,628						699,585						645,978
TOTAL	$	10,107,816					$	9,901,264					$	9,957,554

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing liabilities:
Transaction accounts	$	2,151,861	$	29,917	1.39	%	$	2,156,400	$	36,351	1.69	%	$	2,209,846	$	32,633	1.48	%
Savings deposits	2,868,307		46,504		1.62	%	2,688,773		46,438		1.73	%	2,727,299		39,143		1.44	%
Time deposits	767,751		21,405		2.79	%	690,938		21,531		3.12	%	572,918		10,699		1.87	%
Brokered/bid CD deposits	45,441		1,954		4.30	%	160,074		8,063		5.04	%	35,952		1,978		5.50	%
Total interest bearing deposits	5,833,360		99,780		1.71	%	5,696,185		112,383		1.97	%	5,546,015		84,453		1.52	%
Repurchase agreements	80,207		1,156		1.44	%	95,680		1,746		1.82	%	146,388		2,583		1.76	%
Other short-term borrowings	164		8		4.62	%	24,917		1,389		5.58	%	36,659		2,138		5.83	%
Subordinated notes	128,049		6,285		4.91	%	189,399		9,428		4.98	%	188,908		9,383		4.97	%
Total interest bearing liabilities	6,041,780		107,229		1.77	%	6,006,181		124,946		2.08	%	5,917,970		98,557		1.67	%
Non-interest bearing liabilities:
Demand deposits	2,629,132						2,564,009						2,814,259
Other	131,679						133,954						128,182
Total non-interest bearing liabilities	2,760,811						2,697,963						2,942,441
Shareholders' equity	1,305,225						1,197,120						1,097,143
TOTAL	$	10,107,816					$	9,901,264					$	9,957,554
Tax equivalent net interest income			$	439,965					$	400,451					$	376,839
Net interest spread					4.13	%					3.70	%					3.51	%
Net yield on interest earning assets (net interest margin)					4.75	%					4.41	%					4.11	%

(1)Loan income includes net loan-related origination fee (expense) income, purchase accounting accretion and origination expense in the aggregate amount of $(11.1) million in 2025, $(11.6) million in 2024 and $(12.1) million in 2023. Loan income also includes the effects of taxable equivalent adjustments

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using a 21% federal corporate income tax rate in 2025, 2024 and 2023. The taxable equivalent adjustments were $1.1 million in 2025, $964,000 in 2024 and $811,000 in 2023.

(2)For the purpose of the computation for loans, nonaccrual loans are included in the daily average loans outstanding.

(3)Interest income on tax-exempt investment securities includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate in 2025, 2024 and 2023. The taxable equivalent adjustments were $1.5 million in 2025, $1.5 million in 2024 and $2.9 million in 2023.

Average interest earning assets for 2025 increased $185 million, or 2.0% to $9,271 million, compared to $9,086 million for 2024. The increase was largely due to a $297 million increase in average loans and a $186 million increase in average money markets, partially offset by a $299 million decrease in average investment securities. Average interest earning assets for 2024 decreased $86 million, or 0.9% to $9,086 million, compared to $9,172 million for 2023. The average yield on interest earning assets increased by 12 basis points to 5.90% for 2025, compared to 5.78% for 2024 and 5.18% for 2023.

Loan interest income for 2025, 2024, and 2023 included $2.0 million, $54,000 and $631,000, respectively, related to payments received on certain SEPH nonaccrual loan relationships, some of which are participated with PNB. In addition, loan interest income included $668,000, $1.2 million and $633,000, respectively, of the accretion of loan purchase accounting adjustments related to the acquisitions of NewDominion and Carolina Alliance. Loan interest income for 2023 included interest and fee income related to PPP loans of $69,000. Excluding the impact of the purchase accounting accretion, SEPH income, and PPP income, the average yield on loans was 6.29%, 6.13% and 5.53%, for the years ended December 31, 2025, 2024, and 2023. Excluding the impact of the purchase accounting accretion, SEPH income, and PPP income, the average yield on earning assets was 5.87%, 5.77% and 5.17%, for the years ended December 31, 2025, 2024, and 2023, respectively, and the net interest margin was 4.72%, 4.39% and 4.09%, for the years ended December 31, 2025, 2024, and 2023, respectively.

Average interest bearing liabilities for 2025 increased by $36 million, or 0.6%, to $6,042 million, compared to $6,006 million for 2024. Average interest bearing liabilities for 2024 increased by $88 million, or 1.5%, to $6,006 million, compared to $5,918 million for 2023. The average cost of interest bearing liabilities decreased by 31 basis points to 1.77% for 2025, compared to 2.08% for 2024 and 1.67% for 2023.

The table below shows for the years ended December 31, 2025, 2024, and 2023, the average balance and tax equivalent yield by type of loan.


Table 13 - Average Loans and Tax Equivalent Yield
Year Ended December 31,	2025				2024				2023
(Dollars in thousands)	Average balance		Tax equivalent yield		Average balance		Tax equivalent yield		Average balance		Tax equivalent yield
Home equity	$	220,197	7.32	%	$	186,466	8.34	%	$	169,570	8.17	%
Installment loans	1,886,584		6.94	%	1,946,060		6.46	%	1,942,428		5.49	%
Real estate loans	1,481,522		5.50	%	1,389,914		5.08	%	1,253,919		4.38	%
Commercial loans (1)	4,332,962		6.29	%	4,099,623		6.25	%	3,852,174		5.83	%
Other	3,077		10.06	%	5,356		6.26	%	4,388		8.07	%
Total loans and leases before allowance for credit losses	$	7,924,342	6.33	%	$	7,627,419	6.14	%	$	7,222,479	5.55	%

(1) Commercial loan interest income includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate in 2025, 2024 and 2023. The taxable equivalent adjustments were $1.1 million in 2025, $964,000 in 2024 and $811,000 in 2023.

Loan interest income for 2025, 2024 and 2023 included $2.0 million, $54,000 and $631,000, respectively, related to payments received on certain SEPH nonaccrual loan relationships, some of which are participated with PNB, as well as $668,000, $1.2 million and $633,000 of purchase accounting accretion for 2025, 2024 and 2023, respectively. Interest income for 2023 included interest and fee income related to PPP loans of $69,000. Below is a summary of the impact of these items on the tax equivalent yield of loans.

•The amount of interest related to purchase accounting accretion included in home equity loan interest income for 2025, 2024 and 2023 was $73,000, $184,000 and $79,000, respectively. Excluding the impact of these items, the average tax equivalent yield on home equity loans was 7.29%, 8.23% and 8.11%, respectively.

•The amount of interest related to purchase accounting accretion included in real estate loan interest income for 2024 and 2023 was $80,000 and $4,000, respectively. Excluding the impact of these items, the average tax equivalent yield on real estate loans was 5.07% and 4.38%, respectively. There was no purchase accounting accretion included in real estate loan interest income for 2025.

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•The amount of interest related to PPP income, SEPH nonaccrual loan relationships and purchase accounting accretion included in commercial loan interest income for 2025, 2024 and 2023 was $2.0 million, $935,000 and $1.2 million, respectively. Excluding the impact of these items, the average tax equivalent yield on commercial loans was 6.23%, 6.23% and 5.80%, for 2025, 2024 and 2023, respectively.

•Excluding the impact of interest related to PPP income, SEPH nonaccrual loan relationships and purchase accounting accretion, the average tax equivalent yield on total loans and leases was 6.29%, 6.13% and 5.53%, for 2025, 2024 and 2023, respectively.

The table below shows for the years ended December 31, 2025, 2024, and 2023, the average balance and cost of funds by type of deposit.


Table 14 - Average Deposits and Cost of Funds
Year Ended December 31,	2025				2024				2023
(Dollars in thousands)	Average balance		Cost of funds		Average balance		Cost of funds		Average balance		Cost of funds
Transaction accounts	$	2,151,861	1.39	%	$	2,156,400	1.69	%	$	2,209,846	1.48	%
Savings deposits and clubs	2,868,307		1.62	%	2,688,773		1.73	%	2,727,299		1.44	%
Time deposits	767,751		2.79	%	690,938		3.12	%	572,918		1.87	%
Brokered/bid CD deposits	45,441		4.30	%	160,074		5.04	%	35,952		5.50	%
Total interest bearing deposits	$	5,833,360	1.71	%	$	5,696,185	1.97	%	$	5,546,015	1.52	%

The following table displays (for each quarter of 2025) the average balance of interest earning assets, the net interest income and the tax equivalent net interest income and net interest margin.


Table 15 - Quarterly Net Interest Margin
(In thousands)	Average Interest Earning Assets		Net Interest Income		Tax Equivalent Net Interest Income		Tax Equivalent Net Interest Margin
First Quarter	$	9,210,385	$	104,377	$	104,984	4.62	%
Second Quarter	9,252,016		108,991		109,666		4.75	%
Third Quarter	9,388,308		111,017		111,702		4.72	%
Fourth Quarter	9,230,035		112,926		113,613		4.88	%
2025	$	9,270,563	$	437,311	$	439,965	4.75	%

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In the following table, the change in tax equivalent interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.


Table 16 - Volume/Rate Variance Analysis
	Change from 2024 to 2025						Change from 2023 to 2024
(In thousands)	Volume		Rate		Total		Volume		Rate		Total
Increase (decrease) in:
Interest income:
Total loans	$	18,240	$	14,594	$	32,834	$	22,461	$	45,499	$	67,960
Taxable investments	(11,464)		(6,520)		(17,984)		(11,601)		533		(11,068)
Tax-exempt investments	(39)		362		323		(6,274)		(615)		(6,889)
Money market instruments	9,620		(2,996)		6,624		(263)		261		(2)
Total interest income	$	16,357	$	5,440	$	21,797	$	4,323	$	45,678	$	50,001
Interest expense:
Transaction accounts	$	(77)	$	(6,357)	$	(6,434)	$	(789)	$	4,507	$	3,718
Savings accounts	3,101		(3,035)		66		(553)		7,848		7,295
Time deposits and brokered/bid CD deposits	(1,315)		(4,920)		(6,235)		5,041		11,876		16,917
Short-term borrowings	(1,045)		(926)		(1,971)		(1,610)		24		(1,586)
Subordinated notes	(3,054)		(89)		(3,143)		25		20		45
Total interest expense	(2,390)		(15,327)		(17,717)		2,114		24,275		26,389
Net variance	$	18,747	$	20,767	$	39,514	$	2,209	$	21,403	$	23,612

Other Income: Other income was $119.9 million for 2025, compared to $122.6 million for 2024 and $92.6 million for 2023.

The following table displays total other income for Park in 2025, 2024 and 2023.


Table 17 - Other Income
Year Ended December 31,
(In thousands)	2025		2024		2023
Income from fiduciary activities	$	45,770	$	42,489	$	35,474
Service charges on deposit accounts	10,051		9,001		8,445
Other service income	14,482		11,743		10,300
Debit card fee income	25,793		25,873		26,522
Bank owned life insurance income	6,610		7,770		5,338
ATM fees	1,406		1,840		2,178
Pension settlement gain	—		6,148		—
Loss on sale of debt securities, net	(2,250)		(526)		(7,875)
Gain on equity securities, net	4,664		3,080		971
Other components of net periodic benefit income	9,376		9,263		7,572
Miscellaneous	3,979		5,907		3,709
Total other income	$	119,881	$	122,588	$	92,634

Income from fiduciary activities increased by $3.3 million, or 7.7%, to $45.8 million in 2025, compared to $42.5 million in 2024. The $42.5 million in 2024 was an increase of $7.0 million, or 19.8%, compared to $35.5 million in 2023. The majority of fiduciary fees are calculated on a lag, based on the market value of the assets under management. The average market value of the wealth management assets managed by PNB was $9.07 billion in 2025, compared to $8.58 billion in 2024 and $7.69 billion in 2023. The increase in fiduciary fee income in 2025 was largely due to an increase in the market value of assets under management. The increase in fiduciary fee income in 2024 was largely due to an increase in the market value of assets under management as well as updates to the fee structure.

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Service charges on deposit accounts increased $1.1 million, or 11.7%, to $10.1 million in 2025, compared to $9.0 million in 2024. The $9.0 million in 2024 was an increase of $556,000, or 6.6%, compared to $8.4 million in 2023. The increases in 2025 and 2024 were related to increases in service charges on demand deposit accounts, partially offset by decreases in non-sufficient funds (NSF) fee income.

Other service income increased $2.7 million, or 23.3%, to $14.5 million in 2025, compared to $11.7 million in 2024. The $11.7 million in 2024 was an increase of $1.4 million, or 14.0%, compared to $10.3 million in 2023. The increase in 2025 compared to 2024 was primarily due to an increase in other service income related to mortgage loan originations and commercial related other service income, including a $957,000 increase in fee income related to mortgage loan originations to be sold in the secondary market, a $578,000 increase in mortgage servicing rights income and a $458,000 increase in commercial related other service income. The increase in 2024 compared to 2023 was primarily due to an increase in other service income related to mortgage loan originations, including a $950,000 increase in fee income related to mortgage loan originations to be sold in the secondary market and a $400,000 increase in mortgage servicing rights income. Park has experienced increases in mortgage loan origination volume resulting in increases in other service income. A summary of mortgage loan originations for the years ended December 31, 2025, 2024 and 2023 as follows.


Table 18 - Mortgage Loan Origination Volume
Year Ended December 31,
(In thousands)	2025			2024			2023
Sold	$	170,383		$	107,665		$	59,386
Portfolio	203,705			233,237			249,151
Construction	70,977			81,887			92,612
Service released	15,950			8,241			5,825
Total mortgage loan originations	$	461,015		$	431,030		$	406,974

Refinances as a % of Total Mortgage Loan Originations	15.9		%	15.3		%	17.4		%

Debit card fee income, which is generated from debit card transactions, decreased $80,000, or 0.3%, to $25.8 million in 2025, compared to $25.9 million in 2024. The $25.9 million in 2024 was a decrease of $649,000, or 2.4%, compared to $26.5 million in 2023. The decreases in 2025 and 2024 were attributable to a decrease in the average blended interchange rate per transaction, which is influenced by various factors, including the average spend per transaction. This decrease was partially offset by continued increases in both the volume of debit card transactions and increases in total sales dollars of debit card transactions. Debit card transaction volume increased 0.99% in 2025 from 2024 and increased 1.3% in 2024 from 2023. Total sales dollars of debit card transactions increased 3.2% in 2025 from 2024 and increased 1.4% in 2024 from 2023. Park continues to focus on deposit offerings that provide incentives for our customers to use their debit card.

Bank owned life insurance income decreased $1.2 million, or 14.9%, to $6.6 million in 2025 compared to $7.8 million in 2024. The $7.8 million in 2024 was an increase of $2.4 million, or 45.6%, compared to $5.3 million in 2023. The decrease in 2025 and the increase in 2024 was related to death benefit income of $463,000 recognized in 2025, compared to $2.0 million recognized in 2024 and $325,000 recognized in 2023.

During 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. There was no pension settlement gain recognized during 2025 or 2023.

During the years ended December 31, 2025, 2024 and 2023, $3.5 million, $2.6 million and $600,000, respectively, of gains on equity investments carried at fair value or modified cost were recorded within "Gain on equity securities, net". For the years ended December 31, 2025, 2024 and 2023, $1.2 million, $468,000 and $371,000, respectively, of gains on equity investments carried at NAV were recorded within "Gain on equity securities, net".

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Other components of net periodic pension benefit income increased $113,000, or 1.2%, to $9.4 million in 2025, compared to $9.3 million in 2024. The $9.3 million in 2024 was an increase of $1.7 million, or 22.3%, compared to $7.6 million in 2023. The increase in 2025 was largely due to a decrease in interest cost, partially offset by a decrease in the expected return on plan assets. The increase in 2024 was largely due to an increase in the expected return on plan assets.

Miscellaneous income decreased by $1.9 million, or 32.6%, to $4.0 million in 2025, compared to $5.9 million in 2024. The $5.9 million in 2024 was an increase of $2.2 million, or 59.3%, compared to $3.7 million in 2023. The decrease in 2025 was primarily due to a decrease in net gains on the sale and disposal of assets, largely due to the impact of strategic initiatives, and an increase in the loss on sale of repossessed assets. The increase in 2024 was primarily due to an increase in the net gain on the sale of assets, an increase in filing fee income, an increase in net gains on the sale of repossessed assets and a decrease in OREO devaluations, partially offset by a decline in miscellaneous income that was received in 2023 as the result of an investment fund liquidation.

Other Expense: Other expense was $324.4 million in 2025, compared to $321.3 million in 2024 and $309.2 million in 2023. Other expense increased by $3.0 million, or 0.9% in 2025 compared to 2024 and increased by $12.1 million, or 3.9% in 2024 compared to 2023. The following table displays total other expense for Park for 2025, 2024 and 2023.


Table 19 - Other Expense
Year Ended December 31,
(In thousands)	2025		2024		2023
Salaries	$	152,735	$	147,311	$	139,237
Employee benefits	40,362		41,724		42,264
Occupancy expense	13,379		12,816		13,114
Furniture and equipment expense	8,761		9,983		12,233
Data processing fees	45,269		40,564		37,637
Professional fees and services	31,452		31,146		29,173
Marketing	6,074		6,318		5,471
Insurance	6,355		6,735		7,640
Communication	4,519		4,097		4,210
State tax expense	4,899		4,500		4,657
Amortization of intangible assets	1,042		1,215		1,323
Foundation contributions	1,000		2,000		1,000
Miscellaneous	8,534		12,930		11,280
Total other expense	$	324,381	$	321,339	$	309,239
Full-time equivalent employees	1,694		1,725		1,782

Salaries expense increased by $5.4 million, or 3.7% to $152.7 million in 2025, compared to $147.3 million in 2024. The $147.3 million in 2024 was an increase of $8.1 million, or 5.8%, compared to $139.2 million in 2023. The increase in 2025 was due to an increase of $3.2 million in salaries expense, a $1.5 million increase in officer incentive compensation expense and a $1.1 million increase in share-based compensation expenses related to PBRSU awards granted under the 2017 Employee LTIP, partially offset by a $336,000 decrease in additional compensation expense. The increase in 2024 was due to an increase in salaries expense of $4.9 million, a $2.6 million increase in officer incentive compensation expense, and a $1.2 million increase in additional compensation expense, partially offset by a $340,000 decrease in share-based compensation expenses related to PBRSU and TBRSU awards granted under the 2017 Employee LTIP and a $288,000 decrease in the vacation expense accrual.

Park had 1,694 full-time equivalent employees at year-end 2025, compared to 1,725 full-time equivalent employees at year-end 2024 and compared to 1,782 full-time equivalent employees at year-end 2023.

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Employee benefits expense decreased by $1.4 million, or 3.3%, to $40.4 million for 2025, compared to $41.7 million for 2024. The $41.7 million for 2024 was a decrease of $540,000, or 1.3%, compared to $42.3 million in 2023. The decrease in 2025 was due to a $1.4 million decrease in group insurance costs, a $408,000 decrease in supplemental retirement plan expense and a $390,000 decrease in pension plan expense, partially offset by a $254,000 increase in payroll tax expense and a $291,000 increase in KSOP match expense. The decrease in 2024 was due to a $1.9 million decrease in group insurance costs, partially offset by a $680,000 increase in pension plan expense, a $310,000 increase in the KSOP match and a $175,000 increase in payroll tax expense.

Occupancy expense increased by $563,000, or 4.4%, to $13.4 million in 2025, compared to $12.8 million in 2024. The $12.8 million in 2024 was a decrease of $298,000, or 2.3%, compared to $13.1 million in 2023. The $563,000 increase in 2025 was primarily due to increased expense for the rental of leased space and increased depreciation and amortization expense, partially offset by decreased maintenance and repairs expense. The $298,000 decrease in 2024 was primarily due to decreased expense for the rental of leased space and decreased utilities expense, partially offset by increases in maintenance and repairs expense, which included expenses related to a building demolition.

Furniture and equipment expense decreased $1.2 million, or 12.2%, to $8.8 million in 2025, compared to $10.0 million in 2024. The $10.0 million in 2024 was a decrease of $2.3 million, or 18.4%, compared to $12.2 million in 2023. The decrease in 2025 was primarily related to decreased depreciation expense. The decrease in 2024 was primarily related to decreased depreciation expense and decreased expenses related to repairs on maintenance and equipment.

Data processing fees increased by $4.7 million, or 11.6%, to $45.3 million, compared to $40.6 million in 2024. The $40.6 million in 2024 was an increase of $2.9 million, or 7.8%, compared to $37.6 million in 2023. The increase in 2025 was primarily related to an increase in software expenses of $5.7 million, partially offset by a decrease in debit card processing costs of $1.0 million. The increase in 2024 primarily related to an increase in software expenses of $5.9 million, partially offset by a decrease in debit card processing costs of $3.0 million.

Professional fees and services increased $306,000, or 1.0%, to $31.5 million in 2025, compared to $31.1 million in 2024. The $31.1 million in 2024 was an increase of $2.0 million, or 6.8%, compared to $29.2 million in 2023. This subcategory of total other expense includes legal fees, management consulting fees, directors' fees, audit fees, regulatory examination fees and memberships in industry associations. The $306,000 increase in 2025 was related to increases in management consulting fees, temporary wages and legal expense, partially offset by decreases in directors fees, other fees and recruiting fees. The $2.0 million increase in 2024 related to increases in management consulting fees, credit services expense, IntraFi insured deposit fees, temporary wages and recruiting fees, partially offset by decreases in legal fees and other fees.

Marketing expense decreased by $244,000, or $3.9%, to $6.1 million in 2025, compared to $6.3 million in 2024. The $6.3 million in 2024 was an increase of $847,000, or 15.5%, compared to $5.5 million in 2023. The $244,000 decrease in 2025 was primarily due to decreases in organization dues, special events and customer entertainment expense. The $847,000 increase in 2024 was primarily due to an increase in advertising expense.

Insurance expense decreased by $380,000, or 5.6%, to $6.4 million, compared to $6.7 million in 2024. The $6.7 million in 2024 was a decrease of $905,000, or 11.8%, compared to $7.6 million in 2023. The decreases in 2025 and 2024 were related to decreases in FDIC assessment expense.

The subcategory "Miscellaneous" other expense includes expenses for supplies, travel, and other miscellaneous expense. The subcategory Miscellaneous other expense decreased by $4.4 million, or 34.0%, to $8.5 million in 2025 compared to $12.9 million in 2024. The $12.9 million in 2024 was an increase of $1.7 million, or 14.6%, compared to $11.3 million in 2023. The decrease in 2025 was related to decreases in fraud and other non loan related losses, provision for unfunded credit losses and other miscellaneous expenses. The increase in 2024 was related to increases in fraud and other non loan related losses as well as an increase in the provision for unfunded credit losses.

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Efficiency Ratio: The following table details the calculation of the efficiency ratio for the years ended December 31, 2025, 2024, and 2023.


Table 20 - Efficiency ratio(1)	Year Ended December 31,
(In thousands)	2025			2024			2023
Net interest income	$	437,311		$	398,019		$	373,113
Add: Tax equivalent adjustment (2)	2,654			2,432			3,726
Net interest income - Fully tax equivalent	$	439,965		$	400,451		$	376,839

Total other income	$	119,881		$	122,588		$	92,634

Total other expense	$	324,381		$	321,339		$	309,239

Efficiency ratio	57.94		%	61.44		%	65.87		%
(1) Calculated by dividing "Total other expense" by the sum of fully-tax equivalent net interest income and "Total other income."
(2) The tax equivalent adjustment to net interest income was calculated assuming a 21% corporate federal income tax rate for 2025, 2024 and 2023.

Items Impacting Comparability (non-U.S. GAAP): From time to time, revenue, expenses, and/or taxes are impacted by items judged by management of Park to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by management of Park at that time to be infrequent or short-term in nature. Most often, these items impacting comparability of period results relate to merger and acquisition activities and revenue and expenses related to former Vision Bank loan relationships. In other cases, they may result from management's decisions associated with significant corporate actions outside of the ordinary course of business.

The following table details those items which management believes impacts the comparability of current and prior period amounts.


Table 21 - Items impacting comparability	Year Ended December 31,
(In thousands, except share and per share data)	2025		2024		2023		Affected Line Item
Net interest income	$	437,311	$	398,019	$	373,113
less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions	668		1,154		633		Interest and fees on loans
less interest income on former Vision Bank relationships	2,030		54		631		Interest and fees on loans
Net interest income - adjusted	$	434,613	$	396,811	$	371,849

Provision for credit losses	$	11,488	$	14,543	$	2,904
less recoveries on former Vision Bank relationships	(1,818)		(1,304)		(788)		Provision for credit losses
Provision for credit losses - adjusted	$	13,306	$	15,847	$	3,692

Total other income	$	119,881	$	122,588	$	92,634
less pension settlement gain	—		6,148		—		Pension settlement gain
less impact of strategic initiatives	(156)		775		(1,038)		Miscellaneous income
less Vision related OREO valuation adjustments, net	(229)		115		(370)		Miscellaneous income
less other service income related to former Vision Bank relationships	331		312		175		Other service income
less loss on the sale of debt securities, net	(2,250)		(526)		(7,875)		Loss on the sale of debt securities, net
Total other income - adjusted	$	122,185	$	115,764	$	101,742

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Table 21 - Items impacting comparability (continued)	Year Ended December 31,
(In thousands, except share and per share data)	2025			2024			2023			Affected Line Item
Total other expense	$	324,381		$	321,339		$	309,239
less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions	1,042			1,215			1,323			Amortization of intangible assets
less building demolition costs	—			458			—			Occupancy expense
less restructuring costs	989			—			—			Salaries expense
less merger related expenses related to First Citizens acquisition	1,509			—			—			Professional fees and services
less merger related expenses related to First Citizens acquisition	47			—			—			Miscellaneous expense
less Foundation contributions	1,000			2,000			1,000			Foundation contributions
less direct expenses related to collection of payments on former Vision Bank loan relationships	690			215			100			Professional fees and services
Total other expense - adjusted	$	319,104		$	317,451		$	306,816

Tax effect of adjustments to net income identified above (7)	$	644		$	(1,144)		$	1,991

Net income - reported	$	180,073		$	151,420		$	126,734
Net income - adjusted (6)	$	182,494		$	147,116		$	134,222

Diluted earnings per common share (1)	$	11.11		$	9.32		$	7.80
Diluted earnings per common share, adjusted (1)(6)	$	11.26		$	9.06		$	8.26

Return on average assets (1)(2)	1.78		%	1.53		%	1.27		%
Return on average assets, adjusted (1)(2)(6)	1.81		%	1.49		%	1.35		%

Return on average tangible assets (1)(2)(4)	1.81		%	1.56		%	1.29		%
Return on average tangible assets, adjusted (1)(2)(4)(6)	1.83		%	1.51		%	1.37		%

Return on average shareholders' equity (1)(2)	13.80		%	12.65		%	11.55		%
Return on average shareholders' equity, adjusted (1)(2)(6)	13.98		%	12.29		%	12.23		%

Return on average tangible equity (1)(2)(3)	15.76		%	14.65		%	13.60		%
Return on average tangible equity, adjusted (1)(2)(3)(6)	15.97		%	14.24		%	14.40		%

Efficiency ratio (5)	57.94		%	61.44		%	65.87		%
Efficiency ratio, adjusted (5)(6)	57.04		%	61.64		%	64.28		%

Net interest margin (5)	4.75		%	4.41		%	4.11		%
Net interest margin, adjusted (5)(6)	4.72		%	4.39		%	4.09		%

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Table 21 - Items impacting comparability (continued)
Financial Reconciliations
(1) Reported measure uses net income.

(2) Averages are for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, as appropriate.

(3) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period.

RECONCILIATION OF AVERAGE SHAREHOLDERS' EQUITY TO AVERAGE TANGIBLE EQUITY:
	Year Ended December 31,
	2025		2024		2023
AVERAGE SHAREHOLDERS' EQUITY	$	1,305,225	$	1,197,120	$	1,097,143
Less: Average goodwill and other intangible assets	162,536		163,669		164,960
AVERAGE TANGIBLE EQUITY	$	1,142,689	$	1,033,451	$	932,183

(4) Net income for each period divided by average tangible assets during the period. Average tangible assets equal average assets less average goodwill and other intangible assets, in each case during the applicable period.

RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS
	Year Ended December 31,
	2025		2024		2023
AVERAGE ASSETS	$	10,107,816	$	9,901,264	$	9,957,554
Less: Average goodwill and other intangible assets	162,536		163,669		164,960
AVERAGE TANGIBLE ASSETS	$	9,945,280	$	9,737,595	$	9,792,594

(5) Efficiency ratio is calculated by dividing total other expense by the sum of FTE net interest income and other income. The FTE net interest income reconciliation is shown assuming a 21% corporate federal income tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis by dividing FTE net interest income by average interest earning assets, in each case during the applicable period.

RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
	Year Ended December 31,
	2025		2024		2023
Interest income	$	544,540	$	522,965	$	471,670
FTE adjustment	2,654		2,432		3,726
FTE interest income	$	547,194	$	525,397	$	475,396
Interest expense	107,229		124,946		98,557
FTE net interest income	$	439,965	$	400,451	$	376,839

(6) Adjustments to net income for each period presented are detailed in the non-GAAP reconciliations of net interest income, provision for credit losses, other income, other expense and tax effect of adjustments to net income.

(7) The tax effect of adjustments to net income was calculated assuming a 21% federal corporate income tax rate.

OTHER RECONCILIATIONS

The following reconciliations are not utilized in Table 21 - Items impacting comparability, but provide reconciliations for values referenced elsewhere within Management's Discussion and Analysis of Financial Condition and Results of Operations.

(8) Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at the end of the period.

RECONCILIATION OF TOTAL SHAREHOLDERS' EQUITY TO TANGIBLE EQUITY:
	Year Ended December 31,
	2025		2024		2023
TOTAL SHAREHOLDERS' EQUITY	$	1,352,793	$	1,243,848	$	1,145,293
Less: Goodwill and other intangible assets	161,990		163,032		164,247
TANGIBLE EQUITY	$	1,190,803	$	1,080,816	$	981,046

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Table 21 - Items impacting comparability (continued)

(9) Tangible assets equal total assets less goodwill and other intangible assets, in each case at the end of the period.

RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	Year Ended December 31,
	2025		2024		2023
TOTAL ASSETS	$	9,805,013	$	9,805,350	$	9,836,453
Less: Goodwill and other intangible assets	161,990		163,032		164,247
TANGIBLE ASSETS	$	9,643,023	$	9,642,318	$	9,672,206

(10) Pre-tax, pre-provision ("PTPP") net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period. PTPP net income is a common industry metric utilized in capital analysis and review. PTPP is used to assess the operating performance of Park while excluding the impact of the provision for credit losses.

RECONCILIATION OF PRE-TAX, PRE-PROVISION NET INCOME
	Year Ended December 31,
	2025		2024		2023
Net income	$	180,073	$	151,420	$	126,734
Plus: Income taxes	41,250		33,305		26,870
Plus: Provision for credit losses	11,488		14,543		2,904
Pre-tax, pre-provision net income	$	232,811	$	199,268	$	156,508

Income Taxes:

Income tax expense was $41.3 million in 2025 and consisted of federal income tax expense of $39.1 million and state income tax expense of $2.2 million. Income tax expense was $33.3 million in 2024 and consisted of federal income tax expense of $31.8 million and state income tax expense of $1.5 million. Income tax expense was $26.9 million in 2023 and consisted of federal income tax expense of $25.7 million and state income tax expense of $1.2 million. The effective income tax rate was 18.6% in 2025, 18.0% in 2024 and 17.5% in 2023.

The difference between the statutory federal corporate income tax rate of 21% and Park’s effective tax rate reflected permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, qualified affordable housing and historical tax credits, bank owned life insurance income, and dividends paid on common shares held within Park’s salary deferral plan, offset by the impact of state income taxes. Park's permanent federal tax differences were approximately $7.4 million in 2025, compared to $7.0 million in 2024 and $6.6 million in 2023. Park expects permanent federal tax differences for 2026 will be approximately $6.3 million.

CREDIT METRICS AND PROVISION FOR CREDIT LOSSES

The provision for credit losses is the amount added to/subtracted from the allowance for credit losses to ensure the allowance is sufficient to absorb estimated credit losses over the life of a loan. The amount of the provision for credit losses is determined by management based on relevant information about past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets.

The adoption of ASU 2022-02 on January 1, 2023 resulted in a $383,000 increase to the allowance for credit losses. A cumulative effect adjustment resulting in a $303,000 decrease to retained earnings and an $80,000 increase to deferred tax assets was also recorded. Additionally, as a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans decreased by $20.1 million effective January 1, 2023 and individually evaluated loans decreased by $11.5 million effective January 1, 2023.

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The table below provides additional information on the provision for credits losses and the ACL for 2025, 2024 and 2023.


Table 22 - ACL Activity
(In thousands)	2025			2024			2023
ACL, beginning balance	$	87,966		$	83,745		$	85,379
Cumulative change in accounting principle; adoption of ASU 2022-02	—			—			383
Charge-offs	16,624			18,334			10,863
Recoveries	(10,143)			(8,012)			(5,942)
Net charge-offs	6,481			10,322			4,921
Provision for credit losses:	11,488			14,543			2,904
ACL, ending balance	$	92,973		$	87,966		$	83,745
Average loans	$	7,924,342		$	7,627,419		$	7,222,479
Net charge-offs as a percentage of average loans	0.08		%	0.14		%	0.07		%

For the year ended December 31, 2025, gross income of $5.9 million would have been recognized on loans that were nonaccrual as of December 31, 2025 had these loans been current in accordance with their original terms. Interest income on nonaccrual loans may be recorded on a cash basis and be included in income only when Park expects to receive the entire recorded investment of the loan. Of the $5.9 million that would have been recognized, approximately $4.1 million was included in interest income for the year ended December 31, 2025 as a result of payments made.

At year-end 2025, the allowance for credit losses was $93.0 million, or 1.15%, of total loans outstanding, compared to $88.0 million, or 1.13%, of total loans outstanding at year-end 2024, and $83.7 million, or 1.12% of total loans outstanding at year-end 2023.

The following table provides additional information related to the allowance for credit losses for Park, including information related to individual reserves and collective reserves, at December 31, 2025, December 31, 2024 and December 31, 2023. Park has determined that any commercial loans which have been placed on nonaccrual status are to be individually evaluated. Additionally, accruing collateral dependent commercial loans to borrowers experiencing financial difficulty are also to be individually evaluated and a review of classified credits is performed to identify any additional loans which do not share similar risk characteristics and are to be individually evaluated.


Table 23- Allowance for Credit Losses Summary
(Dollars in thousands)	12/31/2025			12/31/2024			12/31/2023
Total allowance for credit losses	$	92,973		$	87,966		$	83,745
Allowance on accruing PCD loans	—			—			—
Reserves on individually evaluated loans - accruing	—			—			—
Reserves on individually evaluated loans - nonaccrual	739			1,299			4,983
General reserves on collectively evaluated loans	$	92,234		$	86,667		$	78,762

Total loans	$	8,051,242		$	7,817,128		$	7,476,221
Accruing PCD loans	1,990			2,174			2,835
Individually evaluated loans - accrual	18,365			15,290			—
Individually evaluated loans - nonaccrual	46,924			53,149			45,215
Collectively evaluated loans	$	7,983,963		$	7,746,515		$	7,428,171

Allowance for credit losses as a % of period end loans	1.15		%	1.13		%	1.12		%
General reserve as a % of collectively evaluated loans	1.16		%	1.12		%	1.06		%

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The allowance for credit losses of $93.0 million at December 31, 2025 represented a $5.0 million, or 5.7%, increase compared to $88.0 million at December 31, 2024. The increase was due to a $5.6 million increase in general reserves, partially offset by a $560,000 decrease in individual reserves on nonaccrual loans. The $5.6 million increase in general reserves takes into account changing economic forecasts and prepayment and curtailment speeds, while balancing the risks associated with other economic factors. Additionally, the $5.6 million increase in general reserves included a $2.3 million additional qualitative reserve related to several special purpose mortgage loan programs to assist borrowers in attaining home ownership. As of December 31, 2025, the loans in these special purpose mortgage loan programs totaled $234.2 million. Delinquency rates within these special purpose mortgage loan programs have become higher than those of Park's traditional 30-year mortgage portfolio loans. These special purpose mortgage loan programs require very little, if any, down payment, and the loan-to-value on these loans are generally at 90% or above. For these reasons, management expects that the PD and LGD related to loans within these programs will be higher than that of Park's standard 30-year portfolio loans and established a qualitative factor related to the increased risk of loss on mortgage loans within these programs. Management will continue to evaluate this portfolio as additional information becomes available.

The allowance for credit losses of $88.0 million at December 31, 2024 represented a $4.2 million, or 5.0%, increase compared to $83.7 million at December 31, 2023. The increase was due to a $7.9 million increase in general reserves and a $3.7 million decrease in individual reserves on nonaccrual loans. The $7.9 million increase in general reserves took into account changing economic forecasts and prepayment and curtailment speeds, while balancing the risks associated with other economic factors. Additionally, the $7.9 million increase in general reserves included a $757,000 additional reserve related to Hurricane Helene which impacted borrowers in Park's Carolina region. The decrease in individual reserves at December 31, 2024 compared to December 31, 2023 was primarily related to $4.2 million in charge-offs related to two relationships that previously carried individual reserves, partially offset by new or increasing reserves on other credits.

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The composition of the ACL at December 31, 2025 and December 31, 2024 was as follows:

Table 24 - ACL Composition

December 31, 2025

(In thousands)

Commercial,
financial and
agricultural

Commercial
real estate

Construction
real estate

Residential
real estate

Consumer

PARK NATIONAL CORP /OH/ 10-K