PARK NATIONAL CORP /OH/ 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index to Financial Statements Audited Financial Statements Page Management’s Report on Internal Control Over Financial Reporting 72 Report of Independent Registered Public Accounting Firm 74 Auditor Name: Crowe LLP Auditor Location: Columbus, OH Auditor Firm ID: 173 Consolidated Balance Sheets at December 31, 2024 and 2023 76 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 78 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 80 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022 81 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 82 Notes to Consolidated Financial Statements 83 -71- Management’s Report on Internal Control Over Financial Reporting Management’s Report on Internal Control Over Financial Reporting To the Board of Directors and Shareholders Park National Corporation The management of Park National Corporation (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, for the Corporation and its consolidated subsidiaries. The Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP"). The Corporation’s internal control over financial reporting includes those policies and procedures that: a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation and its consolidated subsidiaries; b. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Corporation and its consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Corporation; and c. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Corporation and its consolidated subsidiaries that could have a material effect on the financial statements. The Corporation’s internal control over financial reporting as it relates to the consolidated financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation. With the participation of our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer, Secretary, and Treasurer, management evaluated the effectiveness of the Corporation’s internal control over financial reporting at December 31, 2024, the end of the Corporation’s fiscal year. In making this assessment, management used the criteria set forth for effective internal control over financial reporting by the Committee of Sponsoring Organizations of the Treadway Commission's (COSO) Internal Control — Integrated Framework (2013). Based on our assessment under the criteria described in the immediately preceding paragraph, management concluded that the Corporation maintained effective internal control over financial reporting at a reasonable assurance level as of December 31, 2024. We reviewed the results of management's assessment with the Audit Committee of the Board of Directors of the Corporation. The Corporation’s independent registered public accounting firm, Crowe LLP, has audited the Consolidated Balance Sheets of the Corporation and its subsidiaries at December 31, 2024 and 2023 and the related Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Shareholders' Equity and Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024, included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K and the Corporation’s internal control over financial reporting as of December 31, 2024, and has issued their Report of Independent -72- Registered Public Accounting Firm, which appears in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K. /s/ David L. Trautman /s/ Brady T. Burt David L. Trautman Brady T. Burt Chairman of the Board and Chief Executive Officer Chief Financial Officer, Secretary and Treasurer February 24, 2025 -73- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors of Park National Corporation Newark, Ohio Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Park National Corporation (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the -74- company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses The allowance for credit losses (the “ACL”) as described in Notes 1 and 6 is an accounting estimate of expected credit losses over the estimated life of loans. The Company’s loan portfolio, measured at amortized cost, is presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the life of the loans. The Company measures expected credit losses based on pooled loans when similar risk characteristics exist primarily utilizing a discounted cash flow (“DCF”) model. A quantitative adjustment is made on top of the model using economic forecasts that are weighted to reflect model risk in the current economic environment. The Company adjusts its quantitative results for certain qualitative factors to reflect the extent to which management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The auditing of the quantitative adjustments related to weighting of economic scenarios was identified by us as a critical audit matter because of the significant subjective and complex judgments made by management to develop the quantitative adjustments, which led to significant auditor judgment and audit effort to evaluate the quantitative adjustment made, on top of the model, that weights the economic scenarios to reflect model risk in the current economic environment. The primary procedures performed to address the critical audit matter included: • Testing the effectiveness of management's controls addressing: ◦ Evaluation of the appropriateness of the key judgments used in the determination of the quantitative adjustment, made on top of the model, that weights the economic scenarios used in the forecast. ◦ Evaluation of the relevance and reliability of data used in the determination of the quantitative adjustment, made on top of the model, that weights the economic scenarios used in the forecast. • Substantive testing included: ◦ Evaluating management’s judgments and the relevance and reliability of data used in applying a quantitative adjustment, made on top of the model, that weights the economic scenarios used in the forecast. Crowe LLP We have served as the Company's auditor since 2006. Columbus, Ohio February 24, 2025 -75- Park National Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2024 and 2023 (In thousands, except share and per share data) 2024 2023 Assets Cash and due from banks $ 122,363 $ 160,477 Money market instruments 38,203 57,791 Cash and cash equivalents 160,566 218,268 Investment securities: Debt securities available-for-sale, at fair value (amortized cost of $ 1,076,281 and $ 1,418,770 at December 31, 2024 and 2023, respectively, and no allowance for credit losses at December 31, 2024 and 2023) 996,624 1,332,842 Other investment securities 104,237 96,302 Total investment securities 1,100,861 1,429,144 Total loans 7,817,128 7,476,221 Allowance for credit losses ( 87,966 ) ( 83,745 ) Net loans 7,729,162 7,392,476 Other assets: Bank owned life insurance 236,872 231,631 Prepaid assets 190,119 165,879 Goodwill 159,595 159,595 Other intangible assets 3,437 4,652 Premises and equipment, net 69,522 74,211 Affordable housing tax credit investments 66,077 62,703 Accrued interest receivable 36,280 39,236 Other real estate owned 938 983 Mortgage loan servicing rights 13,918 14,656 Operating lease right-of-use asset 15,745 15,715 Other 22,258 27,304 Total other assets 814,761 796,565 Total assets $ 9,805,350 $ 9,836,453 The accompanying notes are an integral part of the consolidated financial statements. -76- Park National Corporation and Subsidiaries Consolidated Balance Sheets at December 31, 2024 and 2023 (In thousands, except share and per share data) 2024 2023 Liabilities and shareholders’ equity Deposits: Non-interest bearing $ 2,612,708 $ 2,628,234 Interest bearing 5,530,818 5,414,332 Total deposits 8,143,526 8,042,566 Borrowings: Short-term borrowings 90,432 328,182 Subordinated notes 189,651 189,147 Total borrowings 280,083 517,329 Other liabilities: Operating lease liability 16,505 16,605 Accrued interest payable 7,859 6,860 Unfunded commitments in affordable housing tax credit investments 29,677 28,768 Allowance for credit losses on off-balance sheet commitments 5,865 5,103 Other 77,987 73,929 Total other liabilities 137,893 131,265 Total liabilities 8,561,502 8,691,160 Commitments and contingencies Shareholders’ equity: Preferred shares ( 200,000 preferred shares authorized; no preferred shares outstanding at December 31, 2024 and 2023) $ — $ — Common shares, no par value ( 20,000,000 common shares authorized; 17,623,104 common shares issued at December 31, 2024 and 2023) 463,706 463,280 Accumulated other comprehensive loss, net of taxes ( 46,175 ) ( 66,191 ) Retained earnings 977,599 903,877 Less: Treasury shares ( 1,464,122 and 1,506,625 common shares at December 31, 2024 and 2023, respectively) ( 151,282 ) ( 155,673 ) Total shareholders’ equity 1,243,848 1,145,293 Total liabilities and shareholders’ equity $ 9,805,350 $ 9,836,453 The accompanying notes are an integral part of the consolidated financial statements. -77- Park National Corporation and Subsidiaries Consolidated Statements of Income for years ended December 31, 2024, 2023 and 2022 (In thousands, except per share data) 2024 2023 2022 Interest and dividend income: Interest and fees on loans $ 467,602 $ 399,795 $ 323,107 Interest and dividends on securities: Taxable 41,718 52,786 36,047 Tax-exempt 5,524 10,966 10,964 Other interest income 8,121 8,123 8,129 Total interest and dividend income 522,965 471,670 378,247 Interest expense: Interest on deposits: Demand and savings deposits 82,789 71,776 17,646 Time deposits 29,594 12,677 3,314 Interest on short-term borrowings 3,135 4,721 1,395 Interest on subordinated notes 9,428 9,383 8,833 Total interest expense 124,946 98,557 31,188 Net interest income 398,019 373,113 347,059 Provision for credit losses 14,543 2,904 4,557 Net interest income after provision for credit losses 383,476 370,209 342,502 Other income: Income from fiduciary activities 42,489 35,474 34,091 Service charges on deposit accounts 9,001 8,445 10,091 Other service income 11,743 10,300 15,295 Debit card fee income 25,873 26,522 26,046 Bank owned life insurance income 7,770 5,338 6,100 ATM fees 1,840 2,178 2,273 Pension settlement gain 6,148 — — Gain (loss) on the sale of OREO, net 42 ( 3 ) 5,611 OREO valuation markup 30 60 12,039 Loss on the sale of debt securities, net ( 526 ) ( 7,875 ) — Gain on equity securities, net 3,080 971 2,955 Other components of net periodic benefit income 9,263 7,572 12,108 Miscellaneous 5,835 3,652 9,326 Total other income $ 122,588 $ 92,634 $ 135,935 The accompanying notes are an integral part of the consolidated financial statements. -78- Park National Corporation and Subsidiaries Consolidated Statements of Income for years ended December 31, 2024, 2023 and 2022 (In thousands, except per share data) 2024 2023 2022 Other expense: Salaries $ 147,311 $ 139,237 $ 133,299 Employee benefits 41,724 42,264 40,490 Occupancy expense 12,816 13,114 13,866 Furniture and equipment expense 9,983 12,233 11,901 Data processing fees 40,564 37,637 32,627 Professional fees and services 31,146 29,173 30,837 Marketing 6,318 5,471 5,335 Insurance 6,735 7,640 5,413 Communication 4,097 4,210 3,891 State tax expense 4,500 4,657 4,585 Amortization of intangible assets 1,215 1,323 1,487 Foundation contributions 2,000 1,000 4,000 Miscellaneous 12,930 11,280 10,247 Total other expense 321,339 309,239 297,978 Income before income taxes 184,725 153,604 180,459 Income taxes 33,305 26,870 32,108 Net income $ 151,420 $ 126,734 $ 148,351 Earnings per common share: Basic $ 9.38 $ 7.84 $ 9.13 Diluted $ 9.32 $ 7.80 $ 9.06 The accompanying notes are an integral part of the consolidated financial statements. -79- Park National Corporation and Subsidiaries Consolidated Statements of Comprehensive Income for years ended December 31, 2024, 2023 and 2022 (In thousands) 2024 2023 2022 Net income $ 151,420 $ 126,734 $ 148,351 Other comprehensive income (loss) net of income tax: Defined benefit pension plan: Amortization of prior service cost (credit), net of income tax effect of $ 10 , $ 10 and $( 3 ), for the years ended December 31, 2024, 2023, and 2022, respectively 38 38 ( 12 ) Unrealized net actuarial gain (loss) and prior service credit (cost), net of income tax effect of $ 5,285 , $ 2,215 and $( 233 ), for the years ended December 31, 2024, 2023, and 2022, respectively 19,881 8,334 ( 876 ) Gain recognition on partial settlement of vested benefits, net of income tax effect of $( 1,291 ) for the year ended December 31, 2024 ( 4,857 ) — — Change in funded status of defined benefit pension plan, net of income tax effect 15,062 8,372 ( 888 ) Debt securities available-for-sale: Net loss realized on sale of debt securities AFS, net of income tax effect of $ 111 and $ 1,654 for the years ended December 31, 2024 and 2023, respectively 415 6,221 — Unrealized holding gain (loss) on debt securities AFS, net of income tax effect of $ 1,206 , $ 5,743 and $( 31,066 ), for the years ended December 31, 2024, 2023 and 2022, respectively 4,539 21,610 ( 116,867 ) Unrealized net holding gain (loss) on debt securities available-for-sale, net of income tax effect 4,954 27,831 ( 116,867 ) Cash flow hedging derivatives: Unrealized gain on cash flow hedging derivatives, net of income tax effect of $ 41 for the year ended December 31, 2022 — — 154 Reclassification adjustment for losses included in net income on cash flow hedging derivatives, net of income tax effect of $ 14 for the year ended December 31, 2022 — — 52 Unrealized net holding gain on cash flow hedging derivatives, net of income tax effect — — 206 Other comprehensive income (loss) $ 20,016 $ 36,203 $ ( 117,549 ) Comprehensive income $ 171,436 $ 162,937 $ 30,802 The accompanying notes are an integral part of the consolidated financial statements. -80- Park National Corporation and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 Preferred Shares Common Shares Retained Earnings Treasury Shares Accumulated Other Comprehensive Income (Loss) (In thousands, except share and per share data) Shares Outstanding Amount Shares Outstanding Amount Balance, January 1, 2022 — $ — 16,219,563 461,800 776,294 ( 142,490 ) 15,155 Net income 148,351 Other comprehensive loss, net of income tax ( 117,549 ) Cash dividends, $ 4.66 per common share ( 76,771 ) Cash payment for fractional shares in dividend reinvestment plan ( 14 ) ( 2 ) Share-based compensation expense 5,879 Issuance of 34,245 common shares under share-based compensation awards, net of 21,219 common shares withheld to pay employee income taxes 34,245 ( 5,273 ) ( 965 ) 3,477 Treasury shares reissued for director grants 9,789 326 994 Balance, December 31, 2022 — — 16,263,583 462,404 847,235 ( 138,019 ) ( 102,394 ) Cumulative effect of a change in accounting principle for ASU 2022-02, net of income tax ( 303 ) Balance January 1, 2023, as adjusted — $ — 16,263,583 462,404 846,932 ( 138,019 ) ( 102,394 ) Net income 126,734 Other comprehensive income, net of income tax 36,203 Cash dividends, $ 4.20 per common share ( 68,716 ) Share-based compensation expense 6,787 Issuance of 38,842 common shares under share-based compensation awards, net of 23,973 common shares withheld to pay employee income taxes 38,842 ( 5,911 ) ( 947 ) 4,014 Treasury shares repurchased ( 199,000 ) ( 23,017 ) Treasury shares reissued for director grants 13,054 ( 126 ) 1,349 Balance, December 31, 2023 — $ — 16,116,479 $ 463,280 $ 903,877 $ ( 155,673 ) $ ( 66,191 ) Net income 151,420 Other comprehensive income, net of income tax 20,016 Cash dividends, $ 4.74 per common share ( 77,434 ) Share-based compensation expense 6,446 Issuance of 35,161 common shares under share-based compensation awards, net of 22,895 common shares withheld to pay employee income taxes 35,161 ( 6,020 ) ( 729 ) 3,633 Treasury shares reissued for director grants 7,342 465 758 Balance, December 31, 2024 — $ — 16,158,982 $ 463,706 $ 977,599 $ ( 151,282 ) $ ( 46,175 ) The accompanying notes are an integral part of the consolidated financial statements. -81- Park National Corporation and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 (In thousands) 2024 2023 2022 Operating activities: Net income $ 151,420 $ 126,734 $ 148,351 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 14,543 2,904 4,557 Accretion of loan fees and costs, net ( 8,892 ) ( 8,759 ) ( 12,085 ) Depreciation of premises and equipment 12,192 14,015 13,819 Amortization of investment securities, net 1,606 3,794 3,666 (Increase) decrease in deferred income tax ( 409 ) ( 703 ) 611 Loss on the sale of debt securities, net 526 7,875 — Gain on equity securities, net ( 3,080 ) ( 971 ) ( 2,955 ) Share-based compensation expense 7,669 8,010 7,199 Pension settlement gain ( 6,148 ) — — Loan originations to be sold in secondary market ( 115,906 ) ( 65,211 ) ( 173,880 ) Proceeds from sale of loans in secondary market 115,602 65,338 185,361 Gain on sale of loans in secondary market ( 2,011 ) ( 1,213 ) ( 4,243 ) (Gain) loss on the sale of OREO, net ( 42 ) 3 ( 5,611 ) OREO valuation markup ( 30 ) ( 60 ) ( 12,039 ) Gain on sale of non-mortgage loans — — ( 495 ) Bank owned life insurance income ( 7,770 ) ( 5,338 ) ( 6,100 ) Investment in qualified affordable housing tax credits amortization 8,126 8,265 7,743 Changes in assets and liabilities: Decrease (increase) in prepaid dealer premiums 1,513 ( 43 ) ( 9,422 ) Decrease (increase) in other assets 8,872 3,479 ( 3,021 ) Increase (decrease) in other liabilities 1,067 ( 6,982 ) ( 4,814 ) Net cash provided by operating activities $ 178,848 $ 151,137 $ 136,642 Investing activities: Proceeds from redemption/repurchase of FHLB stock 18,371 11,672 2,216 Proceeds from sales of investment securities 44,037 284,454 — Proceeds from calls and maturities of: AFS debt securities 299,702 145,310 186,123 Purchase of: AFS debt securities ( 2,882 ) ( 3,981 ) ( 317,278 ) Equity securities ( 10,213 ) ( 2,195 ) ( 9,165 ) FHLB stock ( 9,225 ) ( 18,228 ) — Net (increase) decrease in other investments ( 1,288 ) 1,886 331 Net loan originations, portfolio loans ( 341,500 ) ( 330,443 ) ( 273,526 ) -82- Park National Corporation and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 (In thousands) 2024 2023 2022 Proceeds from the sale of non-mortgage loans — — 4,345 Proceeds from the sale of OREO 1,095 965 17,684 Bank owned life insurance death benefits 12,466 1,816 9,587 Purchases of bank owned life insurance ( 9,937 ) ( 10,779 ) ( 7,500 ) Investment in qualified affordable housing tax credits ( 10,591 ) ( 9,364 ) ( 10,352 ) Purchases of premises and equipment ( 9,183 ) ( 7,589 ) ( 7,937 ) Net cash (used in) provided by investing activities $ ( 19,148 ) $ 63,524 $ ( 405,472 ) Financing activities Net increase (decrease) in deposits 214,961 ( 386,901 ) ( 456,929 ) Net (increase) decrease in off-balance sheet deposits ( 114,001 ) 194,752 787,116 Net (decrease) increase in short-term borrowings ( 237,750 ) 100,840 ( 11,444 ) Value of common shares withheld to pay employee income taxes ( 3,116 ) ( 2,844 ) ( 2,761 ) Repurchase of common shares to be held as treasury shares — ( 23,017 ) — Cash dividends paid ( 77,496 ) ( 68,951 ) ( 76,604 ) Net cash (used in) provided by financing activities $ ( 217,402 ) $ ( 186,121 ) $ 239,378 (Decrease) increase in cash and cash equivalents ( 57,702 ) 28,540 ( 29,452 ) Cash and cash equivalents at beginning of year 218,268 189,728 219,180 Cash and cash equivalents at end of year $ 160,566 $ 218,268 $ 189,728 Cash paid for: Interest $ 123,947 $ 95,183 $ 30,818 Federal income taxes 23,260 17,200 24,670 Non cash items: Loans transferred to OREO $ 1,008 $ 1,097 $ 13,418 Non-mortgage loans transferred to held for sale, net — — 3,890 Right-of-use assets obtained in exchange for lease obligations 2,718 545 7,867 New commitments in affordable housing tax credit investments 11,500 10,000 10,000 New commitments in other investment securities 2,500 2,745 16,250 The accompanying notes are an integral part of the consolidated financial statements. -83- Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements: Principles of Consolidation The consolidated financial statements include the accounts of Park National Corporation and its subsidiaries (“Park”, the “Company” or the “Corporation”), unless the context otherwise requires. Material intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform with the current presentation. These reclassifications had no impact on net income or shareholders' equity. Restrictions on Cash and Due from Banks As of March 26, 2020, the Federal Reserve Board eliminated reserve requirements for all depository institutions. There were no compensating balance arrangements in existence at December 31, 2024 or 2023. Debt Securities Debt securities are classified upon acquisition into one of three categories: HTM, AFS, or trading (see Note 4 - Investment Securities). HTM debt securities are those debt securities that the Corporation has the positive intent and ability to hold to maturity and are recorded at amortized cost. The Corporation did not hold any HTM debt securities during any period presented. AFS debt securities are those debt securities that would be available to be sold in the future in response to the Corporation’s liquidity needs, changes in market interest rates, and asset-liability management strategies, among other reasons. AFS debt securities are reported at fair value, with unrealized holding gains and losses excluded from earnings, but included in other comprehensive income (loss), net of applicable income taxes. The Corporation did not hold any trading securities during any period presented. Interest income from debt securities includes amortization of purchase premium or discount. Premiums and discounts on investment securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Premiums on callable debt securities are amortized to their earliest call date. Gains and losses realized on the sale of debt securities are recorded on the trade date and determined using the specific identification method. A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days past due. Interest accrued but not received for a security placed on nonaccrual status is reversed against interest income. ACL - HTM Debt Securities Management measures expected credit losses on HTM debt securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Park does not currently hold any HTM debt securities. ACL - Debt Securities AFS For debt securities AFS in an unrealized loss position, Park first assesses whether it intends to sell, or it is more likely than not that Park will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through net income. For debt securities AFS that do not meet the aforementioned criteria, Park evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit -84- loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss), net of applicable taxes. Changes in the ACL are recorded as a provision for (or recovery of) credit loss expense. Losses are charged against the ACL when management believes that uncollectibility of a debt security AFS is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on debt securities AFS totaled $ 6.9 million and $ 10.6 million at December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses. Equity Securities Equity securities, included within "Other investment securities" on the Consolidated Balance Sheets, are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Federal Home Loan Bank and Federal Reserve Bank of Cleveland Stock PNB is a member of the FHLB and the FRB. Members are required to own a certain amount of stock based on their level of borrowings and other factors and may invest in additional amounts. FHLB stock and FRB stock are classified as restricted securities and are carried at their redemption value within "Other investment securities" on the Consolidated Balance Sheets. Impairment is evaluated based on the ultimate recovery of par value. Both cash and stock dividends are reported as income. Loans Held for Sale Park has elected the fair value option for mortgage loans held for sale, which are carried at their fair value as of each balance sheet date. Mortgage Banking Derivatives Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. The fair value of an interest rate lock is recorded at the time the commitment to fund a mortgage loan is executed and is adjusted for the expected exercise of a commitment before a loan is funded. In order to economically hedge against a change in interest rates resulting from the Company's commitments to fund loans, the Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into. The fair value of Park's mortgage banking derivatives is estimated based on the change in mortgage interest rates from the date the interest on a loan is locked. The fair value of these mortgage banking derivatives is included in "Loans" in the Consolidated Balance Sheets. Changes in the fair value of these mortgage banking derivatives are included in "Other service income" in the Consolidated Statements of Income. Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred loan fees and costs. Interest income is accrued on the unpaid principal balance. Accrued interest receivable totaled $ 29.2 million and $ 28.5 million at December 31, 2024 and 2023, respectively, and was reported in "Accrued interest receivable" on the Consolidated Balance Sheets. Late charges on loans are recognized as income when they are collected. Net loan origination fees and costs are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Commercial loans include: (1) commercial, financial and agricultural loans; (2) commercial real estate loans; (3) those commercial loans in the construction real estate loan segment; (4) those commercial loans in the residential real estate loan segment; and (5) leases. Consumer loans include: (1) mortgage and installment loans included in the construction real estate segment; (2) mortgage, home equity lines of credit ("HELOCs"), and installment loans included in the residential real estate segment; and (3) all loans included in the consumer segment. Generally, commercial loans are placed on nonaccrual status at 90 days past due and consumer and residential mortgage loans are placed on nonaccrual status at 120 days past due. The delinquency status of a loan is based on contractual terms and not on how recently payments have been received. Park’s charge-off policy for commercial loans requires management to establish an individual reserve or record a charge-off when collection is in doubt and there is, or likely will be, a collateral shortfall related to the estimated value of the collateral securing a loan. The Company’s charge-off policy for consumer loans is dependent on the class of the loan. Residential mortgage loans, HELOCs, and consumer loans secured by residential real estate are typically charged down to the value of the collateral, less estimated selling costs, at 180 days past due. The charge-off policy for other consumer loans, primarily installment loans, requires a monthly review of delinquent loans and a complete charge-off for any -85- account that reaches 120 days past due. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. For loans which are on nonaccrual status, it is Park’s policy to reverse interest previously accrued on the loans against interest income. Interest on such loans may be recorded on a cash basis and be included in earnings only when Park expects to receive the entire recorded investment of the respective loans. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. A description of each segment of the loan portfolio, along with the risk characteristics of each segment, is included below: Commercial, financial and agricultural: Commercial, financial and agricultural ("C&I") loans are made for a wide variety of general corporate purposes, including financing for commercial and industrial 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. Risk of loss on C&I loans largely depends upon general economic cycles, as they may adversely impact certain industries, competency of the borrower's management team, the quality of the underlying assets supporting the loans including accounts receivable, inventory, and equipment, and the accuracy of the borrower's financial reporting. Such risks are mitigated by generally requiring the borrower's owners to guaranty the loans. Commercial real estate: Commercial real estate (“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 these CRE loans is the underlying commercial real estate. Risk of loss on CRE loans largely depends upon the cash flow of the properties, which is influenced by the amount of vacancy experienced with respect to underlying real estate, the credit capacity of the tenants occupying the underlying real estate, and general economic trends, as they may adversely impact the value of a property. These risks are mitigated by generally requiring personal guarantees of the owners of the properties and by requiring appraisals pursuant to government regulations. Construction real estate : The Company defines construction loans as both commercial construction loans and residential construction loans where the loan proceeds are used exclusively for the improvement of real estate. 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. 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 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 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 that a default on a construction loan occurs and foreclosure follows, Park must take control of the project and attempt to either arrange for completion of construction or dispose of the unfinished project. Additional risks exist with respect to loans made to developers who do 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 attempts to reduce such risks on loans to developers by generally requiring personal guarantees and reviewing current personal financial statements and tax returns as well as other projects undertaken by the developer. Residential real estate: The Company defines residential real estate loans as first mortgages on individuals’ primary residences or second mortgages on individuals’ primary residences in the form of HELOCs or installment loans. 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, stable 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 typically have longer terms and higher balances with lower yields as compared to consumer loans, but generally carry lower risks of default. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires creditors to make a reasonable and good faith determination of a consumer's ability to repay any consumer credit transaction secured by a dwelling. Documentation and verification of income within defined time frames and not-to-exceed limits are bases for affirming ability to repay. Risk of loss largely depends upon factors affecting the borrower's ability to repay as well as general economic trends as they may adversely impact the value of the property. These risks are mitigated by completing a comprehensive underwriting of the borrower and by requiring appraisals pursuant to government regulations. Consumer: The Company originates direct and indirect consumer loans, primarily automobile, recreational vehicle and watercraft loans, to customers in the Company's primary market areas. Credit approval for consumer loans requires income sufficient to repay principal and interest due, stable employment, an established credit record and sufficient collateral for secured loans. Consumer loans typically have shorter terms and lower balances with higher yields as compared to real estate -86- mortgage loans, but generally carry higher risks of default. Consumer loan collections are dependent on the borrower’s financial stability, and thus are more likely to be affected by adverse personal circumstances. Leases : The Company originates financing leases primarily for the purchase of commercial vehicles, operating/manufacturing equipment, and municipal vehicles/equipment. Repayment terms are structured such that the lease will be repaid within the economic useful life of the leased asset. Risk of losses on financing leases largely depends upon general economic cycles, as they may adversely impact certain industries, competency of the borrower’s management team, the quality and residual value of the leased asset, and the accuracy of the borrower’s financial reporting. These risks are mitigated by underwriting leases considering primary and secondary sources of repayment and requiring guaranteed residual values. Concentration of Credit Risk Park's commercial loan portfolio includes loans to a wide variety of corporations and businesses across many industrial classifications in the 24 Ohio counties, five North Carolina counties, four South Carolina counties and one Kentucky county where PNB 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; agriculture, forestry, fishing and hunting; and professional, scientific, and technical services. PCD Loans The Company has purchased loans, some of which have shown evidence of credit deterioration since origination. Upon adoption of ASC 326, Park elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are written off, paid off, or sold. Upon adoption of ASC 326, the allowance for credit losses was determined for each pool and added to the pool's carrying amount to establish a new amortized cost basis. The difference between the unpaid principal balance of the pool and the new amortized cost basis is the noncredit premium or discount, which will be amortized into interest income over the remaining life of the pool. Changes to the allowance for credit losses after adoption are recorded through provision for credit losses expense. ACL - Loans The ACL is a valuation account that is deducted from the amortized cost of total loans to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes that the uncollectibility of a loan balance is confirmed. Expected recoveries cannot exceed the aggregate of the amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant and available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical credit loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. -87- ACL - Loans - Collectively Evaluated The ACL is measured on a collective pool basis when similar risk characteristics exist. Park has identified the following portfolio segments and measures the allowance for credit losses using the following methods: Portfolio Segment Measurement Method Loss Driver Commercial, financial and agricultural Commercial, financial and agricultural Discounted Cash Flow Ohio Unemployment, Ohio GDP PPP loans Other Not Applicable Overdrafts Historical Loss Experience Not Applicable Commercial real estate Discounted Cash Flow Ohio Unemployment, Ohio GDP Construction real estate: Commercial Discounted Cash Flow Ohio Unemployment, Ohio GDP Retail Discounted Cash Flow Ohio Unemployment, Ohio GDP Residential real estate: Commercial Discounted Cash Flow Ohio Unemployment, Ohio HPI Mortgage Discounted Cash Flow Ohio Unemployment, Ohio HPI HELOC Discounted Cash Flow Ohio Unemployment, Ohio HPI Installment Discounted Cash Flow Ohio Unemployment, Ohio HPI Consumer: Consumer Discounted Cash Flow Ohio Unemployment, Ohio GDP Check loans Historical Loss Experience Not Applicable Leases Remaining Life Not Applicable Expected credit losses are estimated over the contractual term of the loans, adjusted for prepayments when appropriate. The contractual term excludes extensions, renewals, and modifications unless renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by Park. In general, Park utilized a DCF method to estimate the quantitative portion of the allowance for credit losses for loans evaluated on a collective pooled basis. For each segment, a LDA was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA utilized Park's own Federal Financial Institutions Examination Council's ("FFIEC") Call Report data for the commercial, financial and agricultural and residential real estate segments. Peer data was incorporated into the analysis for the commercial real estate, construction real estate, and consumer segments. In creating the DCF model, Park established a one-year reasonable and supportable forecast period with a one-year straight line reversion to the long-term historical average. Park's policy is to utilize its own data, which includes loan-level loss data from 2013 through December 31, 2024, whenever possible. Park and peer FFIEC Call Report data are utilized when there are insufficient defaults for a statistically sound calculation, or if Park does not have its own loan-level detail reflecting similar economic conditions as the forecasted loss drivers. Key inputs into the DCF model include loan-level detail, including the amortized cost basis of individual loans, payment structure, loss history, and forecasted loss drivers. Park utilizes a third party to provide economic forecasts under various scenarios, which are weighted in order to reflect model risk in the then current economic environment. The weighting of the scenarios is evaluated on a quarterly basis considering the various scenarios in the context of the then current economic environment and presumed risk of loss. Additional key assumptions in the DCF model include the PD, LGD, and prepayment/curtailment rates. When possible, Park utilizes its own PDs for the reasonable and supportable forecast period. When it is not possible to use Park's own PDs, the LDA is utilized to determine PDs based on the forecasted economic factors. In all cases, the LDA is then utilized to determine the long-term historical average, which is reached over the reversion period. When possible, Park's utilizes its own LGDs for the reasonable and supportable forecast period. When it is not possible to use Park's own LGDs, the LGD is derived using a method referred to as Frye Jacobs. The Frye Jacobs method is a mathematical formula that traces the relationship between LGD and PD over time and projects the LGD based on the level of PD forecasted. In all cases, the Frye Jacobs method is -88- utilized to calculate LGDs during the reversion period and long-term historical average. Prepayment and curtailment rates were calculated based on Park's own data utilizing a three-year average. When the discounted cash flow method is used to determine the allowance for credit losses, management incorporates expected prepayments to determine the effective interest rate utilized to discount expected cash flows. Park reviews various internal and external factors to consider the need for any qualitative adjustments to the quantitative model. Factors considered include the following : • The nature and volume of Park’s financial assets; the existence, growth, and effect of any concentrations of credit and the volume and severity of past due financial assets, the volume of nonaccrual assets, and the volume and severity of adversely classified or graded assets. Specifically, management considers: ◦ Trends (e.g., growth, reduction) in specific categories of the loan portfolio, as well as adjustments to the types of loans offered by Park. ◦ Level of and trend in loan delinquencies, troubled loans, commercial watch list loans and nonperforming loans. ◦ Level of and trend in new nonaccrual loans. ◦ Level of and trend in loan charge-offs and recoveries. • Park's lending policies and procedures, including changes in lending strategies, underwriting standards and practices for collections, charge-offs, and recoveries. • The quality of Park’s credit review function. • The experience, ability, and depth of Park’s lending, investment, collection, and other relevant management and staff. • The effect of other external factors such as the regulatory, legal and technological environments; competition; geopolitical conflict; and events such as natural disasters or pandemics. • Actual and expected changes in international, national, regional, and local economic and business conditions and developments in the markets in which Park operates that affect the collectability of financial assets. • Where the U.S. economy is within a given credit cycle. • The extent that there is government assistance (stimulus). Allowance for Credit Losses - Loans - Individually Evaluated Loans that do not share risk characteristics are evaluated on an individual basis and are excluded from the collective evaluation. 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 to be individually evaluated. Individual analysis establishes an individual reserve for loans in scope. Reserves on individually evaluated commercial loans are typically based on management’s best estimate of the fair value of collateral securing these loans, adjusted for selling costs as appropriate. Allowance for Credit Losses - Off-Balance Sheet Credit Exposures Park estimates expected credit losses over the contractual period in which Park is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by Park. The allowance for credit losses on off-balance sheet credit exposures is adjusted within "Miscellaneous other expense" on the Consolidated Statements of Income. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over the commitments' respective estimated lives. Funding rates are based on a historical analysis of Park's portfolio, while estimates of credit losses are determined using the same loss rates as funded loans. Bank Owned Life Insurance Park has purchased insurance policies on the lives of directors and certain key officers. Bank owned life insurance is recorded at its cash surrender value (or the amount that can be realized). Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over net identifiable tangible and intangible assets acquired in a purchase business combination. Goodwill is not amortized to expense, but is subject to impairment tests annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired, by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing these events or circumstances, it is concluded that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the performance of additional analysis is unnecessary. If the carrying amount of the goodwill exceeds the fair value, an impairment charge must be recorded in an amount equal to the excess, not to exceed the total goodwill allocated to the reporting unit. -89- Other intangible assets consist of core deposit intangibles. Core deposit intangibles are amortized on an accelerated basis over a period of ten years. Premises and Equipment Land is carried at cost and is not subject to depreciation. Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is generally provided on the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the remaining lease period or the estimated useful lives of the improvements. Upon the sale or other disposal of an asset, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Maintenance and repairs are charged to expense as incurred while renewals and improvements that extend the useful life of an asset are capitalized. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be recoverable. The range of depreciable lives over which premises and equipment are being depreciated are: Buildings 30 Years Building improvements 5 to 10 Years Equipment, furniture and fixtures 3 to 12 Years Software 3 Years or the contractual useful life of the software Leasehold improvements Shorter of the remaining lease period or the estimated useful life of the improvement Other Real Estate Owned Management transfers a loan to OREO at the time that Park takes deed/title to the asset. OREO is initially recorded at fair value less anticipated selling costs (net realizable value), establishing a new cost basis, and consists of property acquired through foreclosure and real estate held for sale. If the net realizable value is below the carrying value of the loan at the date of transfer, the difference is charged to the allowance for credit losses. If the net realizable value is above the carrying value of the loan at the date of transfer, any charged-off amounts are recovered and any additional amount is recorded within the line item "OREO valuation markup." These assets are subsequently accounted for at the lower of cost or fair value less costs to sell. Subsequent changes in the value of real estate are classified as OREO valuation adjustments, are reported as adjustments to the carrying amount of OREO, and recorded within the line item “Miscellaneous income". In certain circumstances where management believes the devaluation may not be permanent in nature, Park utilizes a valuation allowance to record OREO devaluations, which is expensed through the line item “Miscellaneous income". Costs relating to development and improvement of such properties are capitalized (not in excess of fair value less estimated costs to sell), and costs relating to holding the properties are charged to the line item "Miscellaneous expense". Foreclosed Assets Foreclosed assets include non-real estate assets where Park, as creditor, has received physical possession of a borrower’s assets, regardless of whether formal foreclosure proceedings take place. Foreclosed assets are initially recorded as fair value less costs to sell when acquired, establishing a new cost basis. Operating costs after acquisition are expensed as incurred. As of December 31, 2024 and 2023, Park had $ 1.2 million and $ 1.1 million, respectively, of foreclosed assets included within “Other assets.” Mortgage Servicing Rights When Park sells mortgage loans with servicing retained, MSRs are initially recorded at fair value with the income statement effect recorded in "Other service income". Capitalized MSRs are amortized in proportion to and over the period of the estimated future servicing income of the underlying loan and are included within “Other service income”. MSRs are assessed for impairment quarterly, based on fair value, with any impairment recognized through a valuation allowance. The fair value of MSRs is determined by discounting estimated future cash flows from the servicing assets, using market discount rates and expected future prepayment rates. In order to calculate fair value, the sold loan portfolio is stratified into homogeneous pools of like categories. (See Note 12 - Loan Servicing.) Fees received for servicing mortgage loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in income as loan payments are received. The amortization of MSRs is netted against loan servicing fee income and recorded in "Other service income". -90- Leases Management determines if an arrangement is or contains a lease at contract inception. If an arrangement is determined to be or contain a lease, Park recognizes a ROU asset and a lease liability at the lease commencement date. Leases are classified as operating or finance leases at the lease commencement date. At December 31, 2024 and 2023, all of Park's leases were classified as operating leases. Park elected the practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease components. Additionally, Park has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. Park recognizes the lease payments associated with its short-term leases as an expense on a cash basis. Park’s lease liability is initially and subsequently measured as the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments related to the lease liability include how management determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) lease payments. • ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, Park's management cannot determine the interest rate implicit in a lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, Park utilizes its incremental borrowing rate as the discount rate for leases. Park’s incremental borrowing rate for a lease is the rate of interest Park would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. To manage its capital and liquidity needs, Park periodically obtains wholesale funding from the FHLB on an over-collateralized basis. The impact of utilizing an interest rate on an over-collateralized borrowing versus a fully collateralized borrowing is not material. Therefore, the FHLB yield curve was selected by Park's management as a baseline to determine Park’s discount rates for leases. • The lease term for all of Park's leases includes the noncancellable period of the lease plus any additional periods covered by either Park's option to extend (or not to terminate) the lease that Park is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. If a lease contract contains multiple renewal options, Park's management generally models lease cash flows through the first renewal option period unless the contract contains economic incentives or other conditions that increase or decrease the likelihood that additional renewals are reasonably certain to be exercised. • Lease payments included in the measurement of the lease liability are comprised of the following: ◦ Fixed payments, including in-substance fixed payments, owed over the lease term; ◦ For certain of Park's gross real estate leases, non-lease components such as real estate taxes, insurance, and common area maintenance; and ◦ Variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Consolidated Statements of Cash Flows Cash and cash equivalents include cash and cash items, amounts due from banks, and money market instruments. Generally, money market instruments are purchased and sold for one-day periods. Loss Contingencies 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. Reserves are established for these various litigation and other legal matters, when appropriate under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel. -91- Income Taxes Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The benefit recognized for a tax position that meets the “more-likely-than-not” criteria is measured based on the largest benefit that is more than 50 percent likely to be realized, taking into consideration the amounts and probabilities of the outcome upon settlement. For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded. Park recognizes any interest and penalties related to income tax matters in income tax expense. Treasury Shares The purchase of Park’s common shares to be held in treasury is recorded at cost. At the date of retirement or subsequent reissuance, the treasury shares account is reduced by the weighted average cost of the common shares retired or reissued. Dividend Restriction Banking regulations require the maintenance of certain capital levels and may limit the dividends paid by a bank to its parent holding company or by the parent holding company to its shareholders. (See Note 24 - Dividend Restrictions and Note 27 -Capital Ratios.) Comprehensive Income Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on debt securities available for sale, changes in the funded status of the Company’s defined benefit pension plan and unrealized gains and losses on cash flow hedges which are also recognized as separate components of equity. Share-Based Compensation Compensation cost is recognized for restricted stock units and stock awards issued to employees and directors, respectively, based on the fair value of these awards at the date of grant. The market price of Park’s common shares at the date of grant is used to estimate the fair value of restricted stock units and stock awards. Compensation cost related to restricted stock units granted to employees is recognized on a straight-line basis over the required service period, generally defined as the vesting period and is recorded in "Salaries" expense. (See Note 19 - Share-Based Compensation.) Compensation cost related to stock awards granted to directors is recognized on the date of grant and is recorded in "Professional fees and services" expense. The Company's accounting policy is to recognize forfeitures as they occur. Loan Commitments and Related Financial Instruments Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Fair Value Measurement Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 26 - Fair Value. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. Derivatives At the inception of a derivative contract, Park designates the derivative as one of three types based on Park's intentions and belief as to the likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). Park does not have any fair value hedges. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (loss) and is reclassified into net income in the same periods during which the hedged transaction affects net income. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in net income, as non-interest income. -92- Accrued settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Accrued settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the Consolidated Statements of Cash Flow under the same item as the cash flows of the items being hedged. Park formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking the hedge transaction at the inception of the hedging relationship. The documentation includes linking cash flow hedges to specific assets and liabilities on the Consolidated Balance Sheets. Park also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used are highly effective in offsetting changes in cash flows of the hedged items. Park discontinues hedge accounting when it determines that a derivative is no longer effective in offsetting cash flows of the hedged item, the derivative is settled or terminates, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows are still expected to occur, gains or losses that were accumulated in other comprehensive income (loss) are amortized into net income over the same periods that the hedged transactions will affect earnings. The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the outstanding contracts. All the contracts to which the Company is party settle monthly or quarterly. Transfers of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain the transferee from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets. Retirement Plans Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. The service cost component of pension expense is recorded within "Employee benefits" on the Consolidated Statements of Income. All other components of pension expense are recorded within "Other components of net periodic benefit income" on the Consolidated Statements of Income. Employee KSOP plan expense is the amount of matching contributions to Park's Employees Stock Ownership Plan. Deferred compensation and supplemental retirement plan expense allocate the benefits over years of service. (See Note 20 - Benefit Plans.) Earnings Per Common Share Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under restricted stock unit awards. (See Note 19 - Share-Based Compensation and Note 23 - Earnings Per Common Share.) Operating Segments The Corporation is a financial holding company headquartered in Newark, Ohio. While the chief operating decision maker monitors the operating results of its lines of business, operations are managed and financial performance is evaluated on a consolidated basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment. This is aligned with the information that the Chief Operating Decision Maker, Park's Chairman and Chief Executive Officer, utilizes when making key operating and resource allocation decisions. 2. Adoption of New Accounting Pronouncements and Issued But Not Yet Effective Accounting Standards The following is a summary of new accounting pronouncements impacting Park's consolidated financial statements, and accounting standards that have been issued but were not effective for Park as of December 31, 2024: Adoption of New Accounting Pronouncements ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures: In March 2022, FASB issued ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures . ASU 2022-02 eliminated the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors , while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when borrowers are experiencing financial difficulty. Additionally, the amendments -93- in this ASU require that public business entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. Park adopted ASU 2022-02 using the modified retrospective transition method on January 1, 2023. Park recorded a $ 383,000 increase to the ACL, a $ 303,000 decrease to retained earnings and an $ 80,000 increase to deferred tax assets as of January 1, 2023 for the cumulative effect of adopting ASU 2022-02. 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. The adoption of ASU 2022-02 impacted disclosures in Note 5 - Loans and Note 6 - Allowance for Credit Losses. ASU 2023-07 - Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures: In November 2023, FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 2023-07 requires public entities to disclose information about their reportable segments' significant expenses on an interim and annual basis. Public entities are required to disclose other segment items for each reportable segment and provide a description of its composition. Significant expense categories are derived from expenses that are regularly reported to an entity's chief operating decision-makers and included in a segments' reported measures of profit or loss. ASU 2023-07 also requires for an entity to disclose the title and position of the chief operating decision-maker and explain how the chief operating decision-maker uses the reported measures of profit or loss to assess segment performance. ASU 2023-07 also requires interim disclosures of certain segment-related disclosures that previously were required only on an annual basis and clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements under Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 requires entities to adopt the changes to the segment reporting guidance on a retrospective basis and early adoption is permitted. The adoption of the provisions of ASU 2023-07 impacted segment disclosures in Note 28 - Segment Information. Issued But Not Yet Effective Accounting Standards ASU 2023-06 - Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative: In October 2023, FASB issued ASU 2023-06 - Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. ASU 2023-06 was issued in response to the SEC's August 2018 final rule that updated and simplified disclosure requirements. In the final rule, the SEC identified 27 disclosure requirements that were incremental to those in the ASC and referred them to the FASB for potential incorporation into US GAAP. To avoid duplication, the SEC intended to eliminate those disclosure requirements from existing SEC regulations if the FASB incorporated them into the relevant ASC subtopics. The disclosure requirements are currently included in either SEC Regulation S-X or SEC Regulation S-K. ASU 2023-06 adds 14 of the 27 identified disclosure or presentation requirements to the ASC. For entities, like Park, that are subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The amendments are to be applied prospectively and if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity. Management intends to adopt the provisions of ASU 2023-06 on their respective effective dates. The adoption of the provisions of ASU 2023-06 is not expected to have a material impact on Park's consolidated financial statements. ASU 2023-09 - Income Taxes (Topic 740) Improvement to Income Tax Disclosures: In December 2023, FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate. ASU 2023-09 also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction. ASU 2023-09 is effective for public business entities for annual reporting periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The adoption of the provisions of ASU 2023-09 is not expected to have an impact on Park's consolidated financial statements, but will impact disclosures. -94- ASU 2024-02 - Codification Improvements - Amendments to Remove References to Concepts Statements: In March 2024, FASB issued ASU 2024-02 - Codification Improvements - Amendments to Remove References to the Concepts Statements. ASU 2024-02 contains amendments to the Codification that remove references to various Concepts Statements. In most cases the references were extraneous and not required to understand or apply the guidance. In other instances, the references were used in previous Statements to provide guidance on certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. The adoption of ASU 2024-02 is not expected to have an impact on Park's consolidated financial statements. ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): In November 2024, FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities in disclosures within the footnotes to the financial statements. The disclosures will require a footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) deprecation, depletion and amortization recognized as part of oil and gas producing activities and other types of depletion expenses. The tabular disclosure would also include certain other expenses, as applicable. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and public business entities are required to adopt ASU 2024-03 prospectively; however, entities are permitted to apply the amendments retrospectively. The adoption of the provisions of ASU 2024-03 is not expected to have an impact on Park's consolidated financial statements, but will impact disclosures. 3. Organization Park National Corporation is a financial holding company headquartered in Newark, Ohio. Through PNB, Park is engaged in a general commercial banking and trust and wealth management business, primarily in Ohio, Kentucky, North Carolina, and South Carolina, with the exception of nationwide aircraft loans and nationwide asset-based lending to consumer finance companies. PNB is headquartered in Newark, Ohio. A wholly-owned subsidiary of Park, GFSC is a consumer finance company located in Central Ohio. During 2019, Guardian Finance stopped seeking new loans. PNB provides the following principal services: the acceptance of deposits for demand, savings and time accounts; commercial, industrial, consumer and real estate lending, including installment loans, credit cards (which are largely offered through a third party), home equity lines of credit and commercial leasing; trust and wealth management services; cash management; safe deposit operations; electronic funds transfers; and a variety of additional banking-related services. 4. Investment Securities "Debt securities" and "Other investment securities" are summarized below. Debt Securities The following tables summarize the amortized cost and fair value of debt securities at December 31, 2024 and December 31, 2023 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss. (In thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value 2024: Debt Securities Available-for-Sale Obligations of U.S. Government sponsored entities $ 250 $ — $ 1 $ 249 Obligations of states and political subdivisions 203,438 88 16,643 $ 186,883 U.S. Government sponsored entities’ asset-backed securities 580,268 2 61,694 518,576 Collateralized loan obligations 271,572 288 27 271,833 Corporate debt securities 20,753 50 1,720 19,083 Total $ 1,076,281 $ 428 $ 80,085 $ 996,624 -95- (In thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value 2023: Debt Securities Available-for-Sale Obligations of states and political subdivisions $ 251,531 $ 1,173 $ 11,520 $ 241,184 U.S. Government sponsored entities’ asset-backed securities 703,645 23 68,193 635,475 Collateralized loan obligations 443,112 31 4,857 438,286 Corporate debt securities 20,482 — 2,585 17,897 Total $ 1,418,770 $ 1,227 $ 87,155 $ 1,332,842 All debt securities were classified as AFS at December 31, 2024 and December 31, 2023. The following tables provide detail on debt securities AFS in an unrealized loss position for which an allowance for credit losses had not been recorded at December 31, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position: Less than 12 Months 12 Months or Longer Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses 2024: Debt Securities Available-for-Sale Obligations of U.S. Government sponsored entities $ 249 $ 1 $ — $ — $ 249 $ 1 Obligations of states and political subdivisions 34,256 528 137,471 16,115 171,727 16,643 U.S. Government sponsored entities’ asset-backed securities 6,555 249 510,846 61,445 517,401 61,694 Collateralized loan obligations 44,935 14 36,223 13 81,158 27 Corporate debt securities — — 15,929 1,720 15,929 1,720 Total $ 85,995 $ 792 $ 700,469 $ 79,293 $ 786,464 $ 80,085 Less than 12 Months 12 Months or Longer Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses 2023: Debt Securities Available-for-Sale Obligations of states and political subdivisions $ 46,685 $ 420 $ 103,993 $ 11,100 $ 150,678 $ 11,520 U.S. Government sponsored entities’ asset-backed securities — — 634,261 68,193 634,261 68,193 Collateralized loan obligations — — 404,019 4,857 404,019 4,857 Corporate debt securities 9,530 702 8,367 1,883 17,897 2,585 Total $ 56,215 $ 1,122 $ 1,150,640 $ 86,033 $ 1,206,855 $ 87,155 -96- At December 31, 2024, Park’s debt security portfolio consisted of $ 1.0 billion of securities, $ 786.5 million of which were in an unrealized loss position with unrealized losses of $ 80.1 million. Of the $ 786.5 million of securities in an unrealized loss position, $ 700.5 million were in an unrealized loss position for 12 months or longer. Of the $ 80.1 million in unrealized losses, an aggregate of $ 61.7 million were related to Park's "Obligations of U.S. Government sponsored entities" and "U.S. Government sponsored entities' asset-backed securities" portfolio. For non-agency debt securities, Park verified that the current credit ratings remain above investment grade. On a quarterly basis, management reviews the credit profile of each non-agency debt security and assesses whether any impairment to the contractually obligated cash flow is likely to occur. Based on these reviews, management has concluded that the underlying creditworthiness for each security remains sufficient to maintain required payment obligations and that changes in value are largely the result of changes in the yield curve, therefore, unrealized losses have not been recognized into net income. Management does not intend to sell, and it is not more likely than not that management would be required to sell, the securities prior to their anticipated recovery in respect of the unrealized losses. Management believes the value will recover as the securities approach maturity or market interest rates change. There was no allowance for credit losses recorded for debt securities AFS at December 31, 2024 and December 31, 2023. Additionally, for the years ended December 31, 2024, 2023, and 2022, there were no credit-related investment impairment losses recognized. The amortized cost and estimated fair value of investments in debt securities at December 31, 2024, are 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. (In thousands) Amortized Cost Fair Value Tax Equivalent Yield (1) Debt Securities Available-for-Sale Obligations of U.S.Government sponsored entities Due within one year $ 250 $ 249 2.88 % Total $ 250 $ 249 2.88 % Obligations of states and political subdivisions Due within one year $ 250 $ 250 6.06 % Due one through five years 1,490 1,490 5.06 % Due five through ten years 79,116 75,408 3.07 % Due greater than ten years 122,582 109,735 3.19 % Total $ 203,438 $ 186,883 3.16 % U.S. Government sponsored entities’ asset-backed securities $ 580,268 $ 518,576 1.86 % Collateralized loan obligations $ 271,572 $ 271,833 6.33 % Corporate debt securities Due within one year $ 971 $ 979 9.67 % Due five through ten years 19,782 18,104 4.10 % Total $ 20,753 $ 19,083 4.36 % (1) The tax equivalent yield for obligations of states and political subdivisions includes the effects of a taxable equivalent adjustment using a 21% federal corporate income tax rate. At December 31, 2024, investment securities with a fair value of $ 471.2 million were pledged for government and public fund deposits, $ 124.1 million were pledged to secure repurchase agreements and $ 3.9 million were pledged as collateral for FHLB advance borrowings. At December 31, 2023, investment securities with a fair value of $ 416.0 million were pledged for government and public fund deposits, $ 180.8 million were pledged to secure repurchase agreements and $ 5.2 million were pledged as collateral for FHLB advance borrowings. -97- At December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10 % of shareholders’ equity. 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. There were no sales of AFS debt securities during 2022. Other Investment Securities Other investment securities (as shown on the Consolidated Balance Sheets) consist of restricted stock investments in the FHLB and the FRB, and equity securities. The FHLB and FRB restricted stock investments are carried at their redemption value. Equity securities with a readily determinable fair value are carried at fair value. Equity securities without a readily determinable fair value are recorded at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions ("modified cost"). Park's portfolio of equity investments in limited partnerships which provide mezzanine funding ("Partnership Investments") are valued using the net asset value practical expedient in accordance with ASC 820. The carrying amount of other investment securities at December 31, 2024 and 2023 was as follows: (In thousands) December 31, 2024 December 31, 2023 FHLB stock $ 8,607 $ 17,754 FRB stock 14,653 14,653 Equity investments carried at fair value 11,488 2,089 Equity investments carried at modified cost (1) 19,347 15,921 Equity investments carried at net asset value 50,142 45,885 Total other investment securities $ 104,237 $ 96,302 (1) There have been no impairments or downward adjustments made to equity investments carried at modified cost. Cumulatively, upward adjustments of $ 1.4 million have been recorded as a result of observable price changes. An upward adjustment of $ 571,000 was recorded during the year ended December 31, 2024 as a result of observable price changes. There were no adjustments recorded during the year ended December 31, 2023 as a result of observable price changes. During the year ended December 31, 2024, Park purchased 92,245 shares of FHLB stock with a book value of $ 9.2 million and the FHLB repurchased 183,713 shares of FHLB stock with a book value of $ 18.4 million. During the year ended December 31, 2023, Park purchased 182,289 shares of FHLB stock with a book value of $ 18.2 million. and the FHLB repurchased 116,722 shares of FHLB stock with a book value of $ 11.7 million. During the year ended December 31, 2022, the FHLB repurchased 22,160 shares of FHLB stock with a book value of $ 2.2 million. No shares of FHLB stock were purchased in the year ended December 31, 2022. No shares of FRB stock were purchased or sold in any of the years ended December 31, 2024, 2023, or 2022. For the years ended December 31, 2024, 2023 and 2022, $ 2.6 million, $ 600,000 and $ 601,000 , respectively, of gains on equity investments carried at fair value or modified cost were recorded within "Gain on equity securities, net" on the Consolidated Statements of Income. For the years ended December 31, 2024, 2023 and 2022, $ 468,000 , $ 371,000 and $ 2.4 million, respectively, of gains on equity investments carried at NAV were recorded within "Gain on equity securities, net" on the Consolidated Statements of Income. -98- 5. Loans The composition of the loan portfolio at December 31, 2024 and December 31, 2023 was as follows: December 31, 2024 December 31, 2023 (In thousands) Amortized Cost Amortized Cost Commercial, financial and agricultural: (1) Commercial, financial and agricultural (1) $ 1,267,263 $ 1,292,025 PPP loans 847 2,116 Overdrafts 1,475 1,499 Commercial real estate (1) 1,994,332 1,875,993 Construction real estate: Commercial 311,122 209,226 Retail 101,455 95,873 Residential real estate: Commercial 644,418 609,410 Mortgage 1,346,543 1,239,861 HELOC 203,459 174,349 Installment 6,013 5,904 Consumer: Consumer 1,908,473 1,943,869 Check loans 1,899 2,067 Leases 29,829 24,029 Total $ 7,817,128 $ 7,476,221 Allowance for credit losses ( 87,966 ) ( 83,745 ) Net loans $ 7,729,162 $ 7,392,476 (1) Included within each of commercial, financial and agricultural loans and commercial real estate loans is an immaterial amount of consumer loans that were not broken out by class. Loans are shown net of deferred origination fees, costs and unearned income of $ 20.4 million at December 31, 2024, and of $ 19.8 million at December 31, 2023, which represented a net deferred income position in both years. At December 31, 2024 and December 31, 2023, loans included purchase accounting adjustments of $ 669,000 and $ 1.8 million, respectively, which represented a net deferred income position at each date. This fair market value purchase accounting adjustment is expected to be recognized into interest income on a level yield basis over the remaining expected life of the loans. Overdrawn deposit accounts of $ 1.5 million were reclassified to loans at both December 31, 2024 and December 31, 2023. -99- Credit Quality Nonperforming loans consist of nonaccrual loans and loans past due 90 days or more and still accruing. The following tables present the amortized cost of nonaccrual loans and loans past due 90 days or more and still accruing, by class of loan, at December 31, 2024 and December 31, 2023: December 31, 2024 (In thousands) Nonaccrual Loans Loans Past Due 90 Days or More and Accruing Total Nonperforming Loans Commercial, financial and agricultural: Commercial, financial and agricultural $ 24,241 $ — $ 24,241 PPP loans — — $ — Overdrafts — — $ — Commercial real estate 23,230 — $ 23,230 Construction real estate: Commercial 8 — $ 8 Retail 22 — $ 22 Residential real estate: Commercial 5,700 — $ 5,700 Mortgage 11,368 913 $ 12,281 HELOC 918 15 $ 933 Installment 31 — $ 31 Consumer: Consumer 2,643 826 $ 3,469 Check loans — — $ — Leases 17 — $ 17 Total loans $ 68,178 $ 1,754 $ 69,932 -100- December 31, 2023 (In thousands) Nonaccrual Loans Loans Past Due 90 Days or More and Accruing Total Nonperforming Loans Commercial, financial and agricultural Commercial, financial and agricultural $ 21,284 $ 14 $ 21,298 PPP loans — — $ — Overdrafts — — $ — Commercial real estate 20,740 — $ 20,740 Construction real estate: Commercial 504 — $ 504 Retail — 26 $ 26 Residential real estate: Commercial 2,670 — $ 2,670 Mortgage 11,786 206 $ 11,992 HELOC 815 — $ 815 Installment 16 — $ 16 Consumer Consumer 2,371 613 $ 2,984 Check loans — — $ — Leases 73 — $ 73 Total loans $ 60,259 $ 859 $ 61,118 -101- The following tables provide additional detail on nonaccrual loans and the related ACL, by class of loan, at December 31, 2024 and December 31, 2023: December 31, 2024 (In thousands) Nonaccrual Loans With No ACL Nonaccrual Loans With an ACL Related ACL Commercial, financial and agricultural: Commercial, financial and agricultural $ 18,778 $ 5,463 $ 1,261 PPP loans — — — Overdrafts — — — Commercial real estate 23,230 — — Construction real estate: Commercial 8 — — Retail — 22 1 Residential real estate: Commercial 3,755 1,945 39 Mortgage — 11,368 128 HELOC — 918 154 Installment — 31 1 Consumer Consumer — 2,643 786 Check loans — — — Leases 17 — — Total loans $ 45,788 $ 22,390 $ 2,370 -102- December 31, 2023 (In thousands) Nonaccrual Loans With No ACL Nonaccrual Loans With an ACL Related ACL Commercial, financial and agricultural: Commercial, financial and agricultural $ 8,634 $ 12,650 $ 4,985 PPP loans — — — Overdrafts — — — Commercial real estate 20,175 565 2 Construction real estate: Commercial 504 — — Retail — — — Residential real estate: Commercial 2,670 — — Mortgage — 11,786 117 HELOC — 815 25 Installment — 16 — Consumer Consumer — 2,371 672 Check loans — — — Leases 73 — — Total loans $ 32,056 $ 28,203 $ 5,801 Nonaccrual commercial loans are evaluated on an individual basis and are excluded from the collective evaluation. Additionally, accruing collateral dependent commercial loans to borrowers experiencing financial difficulty are individually evaluated. Management’s general practice is to proactively charge down nonaccrual loans individually evaluated to the fair value of the underlying collateral. Nonaccrual consumer loans are collectively evaluated based on similar risk characteristics. The following tables provide the amortized cost basis of collateral-dependent loans by class of loan, as of December 31, 2024 and December 31, 2023: December 31, 2024 (In thousands) Real Estate Business Assets Other Total Commercial, financial and agricultural Commercial, financial and agricultural $ 5,583 $ 11,423 $ 22,187 $ 39,193 Commercial real estate 24,539 8 — 24,547 Construction real estate: Commercial 589 — — 589 Residential real estate: Commercial 5,898 — — 5,898 Mortgage 78 — — 78 Leases — 17 — 17 Total loans $ 36,687 $ 11,448 $ 22,187 $ 70,322 -103- December 31, 2023 (In thousands) Real Estate Business Assets Other Total Commercial, financial and agricultural Commercial, financial and agricultural $ 8,137 $ 9,377 $ 3,737 $ 21,251 Commercial real estate 22,096 514 — 22,610 Construction real estate: Commercial 1,130 — — 1,130 Residential real estate: Commercial 2,910 — — 2,910 Mortgage 76 — — 76 Leases — 73 — 73 Total loans $ 34,349 $ 9,964 $ 3,737 $ 48,050 Interest income on nonaccrual loans is recognized on a cash basis only when Park expects to receive the entire recorded investment in the loans. The following table presents interest income recognized on nonaccrual loans for the years ended December 31, 2024, 2023 and 2022: Interest Income Recognized (In thousands) December 31, 2024 December 31, 2023 December 31, 2022 Commercial, financial and agricultural: Commercial, financial and agricultural $ 1,595 $ 1,843 $ 438 PPP loans — — — Overdrafts — — — Commercial real estate 1,132 781 956 Construction real estate: Commercial 38 65 32 Retail 1 — 13 Residential real estate: Commercial 238 136 88 Mortgage 434 227 157 HELOC 16 20 16 Installment — 3 3 Consumer: Consumer 134 97 59 Check loans Leases — — 33 Total loans $ 3,588 $ 3,172 $ 1,795 -104- The following tables present the aging of the amortized cost in past due loans at December 31, 2024 and December 31, 2023 by class of loan: December 31, 2024 (In thousands) Accruing Loans Past Due 30-89 Days Past Due Nonaccrual Loans and Loans Past Due 90 Days or More and Accruing (1) Total Past Due Total Current (2) Total Amortized Cost Commercial, financial and agricultural: Commercial, financial and agricultural $ 1,881 $ 13,234 $ 15,115 $ 1,252,148 $ 1,267,263 PPP loans 20 — 20 827 847 Overdrafts — — — 1,475 1,475 Commercial real estate 458 2,594 3,052 1,991,280 1,994,332 Construction real estate: Commercial — — — 311,122 311,122 Retail 100 22 122 101,333 101,455 Residential real estate: Commercial — 2,164 2,164 642,254 644,418 Mortgage 13,403 5,946 19,349 1,327,194 1,346,543 HELOC 438 620 1,058 202,401 203,459 Installment 39 22 61 5,952 6,013 Consumer: Consumer 10,309 1,195 11,504 1,896,969 1,908,473 Check loans 3 — 3 1,896 1,899 Leases — — — 29,829 29,829 Total loans $ 26,651 $ 25,797 $ 52,448 $ 7,764,680 $ 7,817,128 (1) Includes an aggregate of $ 1.8 million of loans past due 90 days or more and accruing. The remaining loans were past due nonaccrual loans. (2) Includes an aggregate of $ 44.1 million of nonaccrual loans which were current in regards to contractual principal and interest payments. -105- December 31, 2023 (in thousands) Accruing Loans Past Due 30-89 Days Past Due Nonaccrual Loans and Loans Past Due 90 Days or More and Accruing (1) Total Past Due Total Current (2) Total Amortized Cost Commercial, financial and agricultural Commercial, financial and agricultural $ 522 $ 11,629 $ 12,151 $ 1,279,874 $ 1,292,025 PPP loans 9 — 9 2,107 2,116 Overdrafts — — — 1,499 1,499 Commercial real estate 1,656 1,839 3,495 1,872,498 1,875,993 Construction real estate: Commercial — 205 205 209,021 209,226 Retail 554 26 580 95,293 95,873 Residential real estate: Commercial 295 219 514 608,896 609,410 Mortgage 9,831 6,450 16,281 1,223,580 1,239,861 HELOC 788 611 1,399 172,950 174,349 Installment 52 — 52 5,852 5,904 Consumer Consumer 8,974 1,183 10,157 1,933,712 1,943,869 Check loans 5 — 5 2,062 2,067 Leases — — — 24,029 24,029 Total loans $ 22,686 $ 22,162 $ 44,848 $ 7,431,373 $ 7,476,221 (1) Includes an aggregate of $ 859,000 of loans past due 90 days or more and accruing. The remaining loans were past due nonaccrual loans. (2) Includes an aggregate of $ 39.0 million of nonaccrual loans which were current in regards to contractual principal and interest payments. Credit Quality Indicators Management utilizes past due information as a credit quality indicator across the loan portfolio. Past due information at December 31, 2024 and December 31, 2023 is included in the previous tables. The past due information is the primary credit quality indicator within the following classes of loans: (1) overdrafts in the commercial, financial and agricultural portfolio segment; (2) retail loans in the construction real estate portfolio segment; (3) mortgage loans, HELOC and installment loans in the residential real estate portfolio segment; and (4) consumer loans and check loans in the consumer portfolio segment. The primary credit indicator for commercial loans is based on an internal grading system that grades all commercial loans on a scale from 1 to 8. Credit grades are continuously monitored by the responsible loan officer and adjustments are made when appropriate. A grade of 1 indicates little or no credit risk and a grade of 8 is considered a loss. Commercial loans that are pass-rated (graded a 1 through a 4) are considered to be of acceptable credit risk. Commercial loans graded a 5 (special mention) are considered to be watch list credits and a higher PD is applied to these loans. Loans classified as special mention have potential weaknesses that require management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of Park’s credit position at some future date. Commercial loans graded a 6 (substandard), also considered watch list credits, are considered to represent higher credit risk and, as a result, a higher PD is applied to these loans. Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or the value of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Park will sustain some loss if the weaknesses are not corrected. Commercial loans graded a 7 (doubtful) are shown as nonaccrual and Park generally charges these loans down to their fair value by taking a partial charge-off or recording an individual reserve. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Certain 6-rated loans and all 7-rated loans are placed on nonaccrual status and included within the individually evaluated category. A commercial loan is deemed nonaccrual, and is individually evaluated, when management determines the borrower's ability to perform in accordance with the contractual loan agreement is in doubt. Any commercial loan graded an 8 (loss) is completely charged off. -106- Based on the most recent analysis performed, the risk category of loans by class of loans as of December 31, 2024 and December 31, 2023 are detailed in the tables below. Also included in the tables detailing balances at December 31, 2024 and December 31, 2023 are gross charge offs for the years ended December 31, 2024 and December 31, 2023. December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Commercial, financial and agricultural: Commercial, financial and agricultural (1) Risk rating Pass $ 239,260 $ 150,007 $ 97,761 $ 80,409 $ 66,032 $ 53,327 $ 506,998 $ 1,193,794 Special Mention 2,709 1,222 3,819 314 818 1,467 37,447 47,796 Substandard 1,574 633 264 1,879 817 5,232 12,417 22,816 Doubtful 371 944 256 104 336 — 846 2,857 Total $ 243,914 $ 152,806 $ 102,100 $ 82,706 $ 68,003 $ 60,026 $ 557,708 $ 1,267,263 Current period gross charge-offs $ — $ 104 $ 143 $ 20 $ 1,317 $ 2,872 $ 50 $ 4,506 Commercial, financial and agricultural: PPP Risk rating Pass $ — $ — $ — $ 547 $ 300 $ — $ — $ 847 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ — $ 547 $ 300 $ — $ — $ 847 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate (1) Risk rating Pass $ 329,203 $ 252,923 $ 289,622 $ 296,745 $ 276,181 $ 459,856 $ 30,203 $ 1,934,733 Special Mention 3,054 2,779 11,978 4,071 5,728 7,416 1,165 36,191 Substandard 2,083 1,477 3,037 3,310 2,223 7,850 2,985 22,965 Doubtful — — 443 — — — — 443 Total $ 334,340 $ 257,179 $ 305,080 $ 304,126 $ 284,132 $ 475,122 $ 34,353 $ 1,994,332 Current period gross charge-offs $ — $ 99 $ — $ — $ — $ — $ — $ 99 Construction real estate: Commercial Risk rating Pass $ 158,403 $ 83,233 $ 32,035 $ 2,623 $ 3,014 $ 2,783 $ 22,896 $ 304,987 Special Mention 5,084 — 374 — — — 88 5,546 Substandard 8 581 — — — — — 589 Doubtful — — — — — — — — Total $ 163,495 $ 83,814 $ 32,409 $ 2,623 $ 3,014 $ 2,783 $ 22,984 $ 311,122 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — -107- December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Residential Real Estate: Commercial Risk rating Pass $ 120,873 $ 111,577 $ 88,292 $ 92,240 $ 102,999 $ 93,918 $ 20,455 $ 630,354 Special Mention 1,403 540 661 437 831 941 3,165 7,978 Substandard 351 91 2,790 324 1,262 1,123 145 6,086 Doubtful — — — — — — — — Total $ 122,627 $ 112,208 $ 91,743 $ 93,001 $ 105,092 $ 95,982 $ 23,765 $ 644,418 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Leases Risk rating Pass $ 17,537 $ 5,868 $ 3,557 $ 1,243 $ 967 $ 315 $ — $ 29,487 Special Mention — 46 251 — 28 — — 325 Substandard 17 — — — — — — 17 Doubtful — — — — — — — — Total $ 17,554 $ 5,914 $ 3,808 $ 1,243 $ 995 $ 315 $ — $ 29,829 Current period gross charge-offs $ 8 $ — $ — $ — $ — $ — $ — $ 8 Total Commercial Loans Risk rating Pass $ 865,276 $ 603,608 $ 511,267 $ 473,807 $ 449,493 $ 610,199 $ 580,552 $ 4,094,202 Special Mention 12,250 4,587 17,083 4,822 7,405 9,824 41,865 97,836 Substandard 4,033 2,782 6,091 5,513 4,302 14,205 15,547 52,473 Doubtful 371 944 699 104 336 — 846 3,300 Total $ 881,930 $ 611,921 $ 535,140 $ 484,246 $ 461,536 $ 634,228 $ 638,810 $ 4,247,811 Current period gross charge-offs $ 8 $ 203 $ 143 $ 20 $ 1,317 $ 2,872 $ 50 $ 4,613 (1) Included within each of commercial, financial and agricultural loans and commercial real estate loans is an immaterial amount of consumer loans that are not broken out by class. -108- December 31, 2023 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Commercial, financial and agricultural: Commercial, financial and agricultural (1) Risk rating Pass $ 204,601 $ 149,386 $ 118,992 $ 93,495 $ 38,205 $ 45,814 $ 600,301 $ 1,250,794 Special Mention 530 1,549 435 128 252 2 16,260 19,156 Substandard 149 894 1,041 1,133 143 582 7,427 11,369 Doubtful — — 39 1,771 96 7,848 952 10,706 Total $ 205,280 $ 151,829 $ 120,507 $ 96,527 $ 38,696 $ 54,246 $ 624,940 $ 1,292,025 Current period gross charge-offs $ — $ 13 $ 73 $ — $ 5 $ 52 $ 19 $ 162 Commercial, financial and agricultural: PPP Risk rating Pass $ — $ — $ 925 $ 1,191 $ — $ — $ — $ 2,116 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total $ — $ — $ 925 $ 1,191 $ — $ — $ — $ 2,116 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate (1) Risk rating Pass $ 278,922 $ 322,096 $ 334,452 $ 318,473 $ 204,740 $ 347,389 $ 17,174 $ 1,823,246 Special Mention 2,092 2,951 4,637 7,629 — 13,043 98 30,450 Substandard 1,828 1,589 2,509 2,668 3,406 7,495 1,584 21,079 Doubtful 889 — — — — 329 — 1,218 Total $ 283,731 $ 326,636 $ 341,598 $ 328,770 $ 208,146 $ 368,256 $ 18,856 $ 1,875,993 Current period gross charge-offs $ 224 $ — $ — $ — $ — $ 530 $ — $ 754 Construction real estate: Commercial Risk rating Pass $ 89,283 $ 77,988 $ 7,480 $ 18,195 $ 1,090 $ 2,718 $ 11,342 $ 208,096 Special Mention — — — — — — — — Substandard 831 236 63 — — — — 1,130 Doubtful — — — — — — — — Total $ 90,114 $ 78,224 $ 7,543 $ 18,195 $ 1,090 $ 2,718 $ 11,342 $ 209,226 Current period gross charge-offs $ 546 $ — $ — $ — $ — $ — $ — $ 546 Residential Real Estate: Commercial Risk rating Pass $ 128,589 $ 104,008 $ 105,225 $ 117,442 $ 49,797 $ 71,489 $ 23,535 $ 600,085 Special Mention — 333 623 1,964 914 1,578 — 5,412 Substandard 195 560 159 1,192 16 1,601 190 3,913 Doubtful — — — — — — — — Total $ 128,784 $ 104,901 $ 106,007 $ 120,598 $ 50,727 $ 74,668 $ 23,725 $ 609,410 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — -109- December 31, 2023 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Leases Risk rating Pass $ 11,440 $ 4,404 $ 2,197 $ 1,941 $ 356 $ 623 $ — $ 20,961 Special Mention 731 1,564 391 297 10 2 — 2,995 Substandard — — — — 67 6 — 73 Doubtful — — — — — — — — Total $ 12,171 $ 5,968 $ 2,588 $ 2,238 $ 433 $ 631 $ — $ 24,029 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Total Commercial Loans Risk rating Pass $ 712,835 $ 657,882 $ 569,271 $ 550,737 $ 294,188 $ 468,033 $ 652,352 $ 3,905,298 Special Mention 3,353 6,397 6,086 10,018 1,176 14,625 16,358 58,013 Substandard 3,003 3,279 3,772 4,993 3,632 9,684 9,201 37,564 Doubtful 889 — 39 1,771 96 8,177 952 11,924 Total $ 720,080 $ 667,558 $ 579,168 $ 567,519 $ 299,092 $ 500,519 $ 678,863 $ 4,012,799 Current period gross charge-offs $ 770 $ 13 $ 73 $ — $ 5 $ 582 $ 19 $ 1,462 (1) Included within each of commercial, financial and agricultural loans and commercial real estate loans is an immaterial amount of consumer loans that are not broken out by class. Park considers the performance of the loan portfolio and its impact on the allowance for credit losses. For residential and consumer loan classes, Park also evaluates credit quality based on the aging status of the loan, which was previously presented, and by performing status. The following tables present the amortized cost in residential and consumer loans based on performing status and gross charge-offs for the years ended December 31, 2024 and December 31, 2023. Nonperforming loans consisted of nonaccrual loans and loans past due 90 days or more and still accruing. December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Commercial, financial and agricultural: Overdrafts Performing $ 1,475 $ — $ — $ — $ — $ — $ — $ 1,475 Nonperforming — — — — — — — — Total $ 1,475 $ — $ — $ — $ — $ — $ — $ 1,475 Current period gross charge-offs $ 937 $ — $ — $ — $ — $ — $ — $ 937 Construction Real Estate: Retail Performing $ 51,109 $ 26,237 $ 8,517 $ 6,233 $ 3,571 $ 5,306 $ 460 $ 101,433 Nonperforming — — — — 22 — — 22 Total $ 51,109 $ 26,237 $ 8,517 $ 6,233 $ 3,593 $ 5,306 $ 460 $ 101,455 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Residential Real Estate: Mortgage Performing $ 194,883 $ 236,260 $ 250,132 $ 192,193 $ 157,438 $ 303,356 $ — $ 1,334,262 Nonperforming 536 721 1,324 729 1,508 7,463 — 12,281 Total $ 195,419 $ 236,981 $ 251,456 $ 192,922 $ 158,946 $ 310,819 $ — $ 1,346,543 Current period gross charge-offs $ — $ — $ — $ — $ — $ 22 $ — $ 22 -110- December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Residential Real Estate: HELOC Performing $ 13 $ 153 $ 577 $ 333 $ 56 $ 1,048 $ 200,346 $ 202,526 Nonperforming — 39 14 56 — 610 214 933 Total $ 13 $ 192 $ 591 $ 389 $ 56 $ 1,658 $ 200,560 $ 203,459 Current period gross charge-offs $ — $ — $ — $ — $ — $ 9 $ — $ 9 Residential Real Estate: Installment Performing $ 1,198 $ 1,704 $ 133 $ — $ — $ 2,947 $ — $ 5,982 Nonperforming — — — — 2 29 — 31 Total $ 1,198 $ 1,704 $ 133 $ — $ 2 $ 2,976 $ — $ 6,013 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer: Consumer Performing $ 607,783 $ 454,403 $ 427,982 $ 204,806 $ 126,075 $ 76,707 $ 7,248 $ 1,905,004 Nonperforming 337 1,035 928 452 310 404 3 3,469 Total $ 608,120 $ 455,438 $ 428,910 $ 205,258 $ 126,385 $ 77,111 $ 7,251 $ 1,908,473 Current period gross charge-offs $ 683 $ 3,532 $ 4,596 $ 2,328 $ 809 $ 743 $ 2 $ 12,693 Consumer: Check loans Performing $ — $ — $ — $ — $ — $ — $ 1,899 $ 1,899 Nonperforming — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ 1,899 $ 1,899 Current period gross charge-offs — — — — — — 60 60 Total Consumer Loans Performing $ 856,461 $ 718,757 $ 687,341 $ 403,565 $ 287,140 $ 389,364 $ 209,953 $ 3,552,581 Nonperforming 873 1,795 2,266 1,237 1,842 8,506 217 16,736 Total $ 857,334 $ 720,552 $ 689,607 $ 404,802 $ 288,982 $ 397,870 $ 210,170 $ 3,569,317 Current period gross charge-offs $ 1,620 $ 3,532 $ 4,596 $ 2,328 $ 809 $ 774 $ 62 $ 13,721 December 31, 2023 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Commercial, financial and agricultural: Overdrafts Performing $ 1,499 $ — $ — $ — $ — $ — $ — $ 1,499 Nonperforming — — — — — — — — Total $ 1,499 $ — $ — $ — $ — $ — $ — $ 1,499 Current period gross charge-offs $ 1,064 $ — $ — $ — $ — $ — $ — $ 1,064 Construction Real Estate: Retail Performing $ 52,904 $ 24,219 $ 7,709 $ 4,251 $ 3,604 $ 2,891 $ 269 $ 95,847 Nonperforming — — — 26 — — — 26 Total $ 52,904 $ 24,219 $ 7,709 $ 4,277 $ 3,604 $ 2,891 $ 269 $ 95,873 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — -111- December 31, 2023 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Residential Real Estate: Mortgage Performing $ 209,315 $ 259,076 $ 218,417 $ 177,518 $ 80,627 $ 282,916 $ — $ 1,227,869 Nonperforming 197 1,144 1,172 406 581 8,492 — 11,992 Total $ 209,512 $ 260,220 $ 219,589 $ 177,924 $ 81,208 $ 291,408 $ — $ 1,239,861 Current period gross charge-offs $ — $ — $ — $ — $ — $ 35 $ — $ 35 Residential Real Estate: HELOC Performing $ 99 $ 205 $ 379 $ 98 $ 221 $ 1,838 $ 170,694 $ 173,534 Nonperforming — — — — 32 603 180 815 Total $ 99 $ 205 $ 379 $ 98 $ 253 $ 2,441 $ 170,874 $ 174,349 Current period gross charge-offs $ — $ — $ — $ — $ — $ 9 $ — $ 9 Residential Real Estate: Installment Performing $ 2,225 $ 162 $ — $ 3 $ 144 $ 3,354 $ — $ 5,888 Nonperforming — — — — — 16 — 16 Total $ 2,225 $ 162 $ — $ 3 $ 144 $ 3,370 $ — $ 5,904 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer: Consumer Performing $ 627,985 $ 613,019 $ 319,161 $ 214,714 $ 81,446 $ 65,955 $ 18,605 $ 1,940,885 Nonperforming 395 891 654 435 216 389 4 2,984 Total $ 628,380 $ 613,910 $ 319,815 $ 215,149 $ 81,662 $ 66,344 $ 18,609 $ 1,943,869 Current period gross charge-offs $ 560 $ 3,517 $ 2,371 $ 763 $ 545 $ 480 $ 6 $ 8,242 Consumer: Check loans Performing $ — $ — $ — $ — $ — $ — $ 2,067 $ 2,067 Nonperforming — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ 2,067 $ 2,067 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ 51 $ 51 Total Consumer Loans Performing $ 894,027 $ 896,681 $ 545,666 $ 396,584 $ 166,042 $ 356,954 $ 191,635 $ 3,447,589 Nonperforming 592 2,035 1,826 867 829 9,500 184 15,833 Total $ 894,619 $ 898,716 $ 547,492 $ 397,451 $ 166,871 $ 366,454 $ 191,819 $ 3,463,422 Current period gross charge-offs $ 1,624 $ 3,517 $ 2,371 $ 763 $ 545 $ 524 $ 57 $ 9,401 Loans and Leases Acquired with Deteriorated Credit Quality PCD loans are individually evaluated on a quarterly basis to determine if a reserve is necessary. At each of December 31, 2024 and December 31, 2023, there was no allowance for credit losses on PCD loans. The carrying amount of accruing loans acquired with deteriorated credit quality at December 31, 2024 and December 31, 2023 was $ 2.2 million and $ 2.8 million, respectively. The carrying amount of nonaccrual loans acquired with deteriorated credit quality was $ 551,000 and $ 534,000 at December 31, 2024 and December 31, 2023, respectively. -112- Modifications to Borrowers Experiencing Financial Difficulty Management identifies loans as modifications to borrowers experiencing financial difficulty when a borrower is experiencing financial difficulties and Park has altered the cash flow of the loan as part of a modification or in the loan renewal process. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of the borrower's debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Company’s internal underwriting policy. Park modifies loans to borrowers experiencing financial difficulty by providing principal forgiveness, a term extension, an other-than-insignificant payment delay or an interest rate reduction. In some cases, Park provides multiple types of modifications on one loan. Typically, one type of modification, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another modification, such as principal forgiveness, may be granted. For the loans included in the combination columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. As a result, the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses and a change to the allowance for credit losses is generally not recorded upon modification. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. -113- The following tables present the amortized cost basis of loans at December 31, 2024 and 2023 that were both experiencing financial difficulty and modified during the years ended December 31, 2024 and 2023 by class of and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below. Year ended December 31, 2024 (Dollars in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Term Extension and Interest Rate Reduction Other Total Percent of Total Class of Financing Receivable Commercial, financial and agricultural: Commercial, financial and agricultural $ — $ 54 $ 19,008 $ 765 $ — $ — $ 19,827 1.56 % PPP loans — — — — — — — — % Overdrafts — — — — — — — — % Commercial real estate — 160 6,508 718 533 — 7,919 0.40 % Construction real estate: Commercial — — 8 — — — 8 — % Retail — — — — — — — — % Residential real estate: Commercial — — 136 12 639 — 787 0.12 % Mortgage — — 574 84 82 — 740 0.05 % HELOC — — — — — — — — % Installment — — 232 — 92 — 324 5.39 % Consumer: Consumer — — — 14 — — 14 — % Check loans — — — — — — — — % Leases — — — — — — — — % Total $ — $ 214 $ 26,466 $ 1,593 $ 1,346 $ — $ 29,619 0.38 % -114- Year ended December 31, 2023 (Dollars in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Term Extension and Interest Rate Reduction Other Total Percent of Total Class of Financing Receivable Commercial, financial and agricultural: Commercial, financial and agricultural $ — $ — $ 11,866 $ 371 $ 363 $ 9 $ 12,609 0.98 % PPP loans — — — — — — — — % Overdrafts — — — — — — — — % Commercial real estate — — 2,458 — — — 2,458 0.13 % Construction real estate: Commercial — — 831 — — — 831 0.40 % Retail — — — — — — — — % Residential real estate: Commercial — — 10 — 144 — 154 0.03 % Mortgage — — — — 428 — 428 0.03 % HELOC — — — — — — — — % Installment — — 448 — 299 — 747 12.65 % Consumer: Consumer — — — 32 — — 32 — % Check loans — — — — — — — — % Leases — — — — — — — — % Total $ — $ — $ 15,613 $ 403 $ 1,234 $ 9 $ 17,259 0.23 % -115- Park has committed to lend additional amounts totaling $ 7.7 million to the borrowers included in the previous table as of December 31, 2024. The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the years ended December 31, 2024 and 2023: Year ended December 31, 2024 (Dollars in thousands) Weighted Average Interest Rate Reduction Weighted Average Term Extension (years) Weighted Average Payment Delay (years) Commercial, financial and agricultural: Commercial, financial and agricultural ( 2.00 ) % 0.8 0.4 PPP loans — % 0.0 0.0 Overdrafts — % 0.0 0.0 Commercial real estate ( 1.80 ) % 3.9 0.4 Construction real estate: Commercial — % 0.4 0.0 Retail — % 0.0 0.0 Residential real estate: Commercial ( 0.77 ) % 3.1 0.0 Mortgage ( 2.30 ) % 3.3 0.0 HELOC — % 0.0 0.0 Installment ( 1.28 ) % 9.1 0.0 Consumer: Consumer ( 4.09 ) % 0.0 0.0 Check loans — % 0.0 0.0 Leases — % 0.0 0.0 Total ( 1.65 ) % 1.8 0.4 Year ended December 31, 2023 (Dollars in thousands) Weighted Average Interest Rate Reduction Weighted Average Term Extension (years) Commercial, financial and agricultural: Commercial, financial and agricultural ( 1.64 ) % 0.8 PPP loans — % 0.0 Overdrafts — % 0.0 Commercial real estate — % 4.1 Construction real estate: Commercial — % 1.6 Retail — % 0.0 Residential real estate: Commercial ( 2.75 ) % 1.4 Mortgage ( 2.34 ) % 0.5 HELOC — % 0.0 Installment ( 1.00 ) % 12.1 Consumer: Consumer ( 2.52 ) % 0.0 Check loans — % 0.0 Leases — % 0.0 Total ( 1.82 ) % 1.8 -116- Park closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of Park's modification efforts. The following tables present the performance of such loans that have been modified in the last 12 months for the years ended December 31, 2024 and 2023: Year ended December 31, 2024 (In thousands) 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Past Due Commercial, financial and agricultural: Commercial, financial and agricultural $ 115 $ — $ 4,611 $ 4,726 PPP loans — — — — Overdrafts — — — — Commercial real estate — — — — Construction real estate: — Commercial — — — — Retail — — — — Residential real estate: — Commercial — — — — Mortgage 71 — 84 155 HELOC — — — — Installment — — — — Consumer: — Consumer — — — — Check loans — — — — Leases — — — — Total loans $ 186 $ — $ 4,695 $ 4,881 -117- Year ended December 31, 2023 (In thousands) 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Past Due Commercial, financial and agricultural: Commercial, financial and agricultural $ — $ — $ — $ — PPP loans — — — — Overdrafts — — — — Commercial real estate 219 — — 219 Construction real estate: — Commercial — 205 — 205 Retail — — — — Residential real estate: — Commercial — — — — Mortgage — — — — HELOC — — — — Installment 20 — — 20 Consumer: — Consumer — — — — Check loans — — — — Leases — — — — Total loans $ 239 $ 205 $ — $ 444 -118- The following tables present the amortized cost basis of loans that had a payment default during the years ended December 31, 2024 and 2023 and were modified in the year prior to that default to borrowers experiencing financial difficulty. For this table, a loan is considered to be in default when it becomes 30 days contractually past due under the modified terms: Year ended December 31, 2024 (In thousands) Payment Delay Term Extension Interest Rate Reduction Combination Term Extension and Interest Rate Reduction Commercial, financial and agricultural: Commercial, financial and agricultural $ 54 $ 6,756 $ 115 $ — PPP loans — — — — Overdrafts — — — — Commercial real estate — — — — Construction real estate: Commercial — — — — Retail — — — — Residential real estate: Commercial — — — — Mortgage — 47 84 71 HELOC — — — — Installment — — — — Consumer: Consumer — — — — Check loans — — — — Leases — — — — Total loans $ 54 $ 6,803 $ 199 $ 71 -119- Year ended December 31, 2023 (In thousands) Term Extension Interest Rate Reduction Combination Term Extension and Interest Rate Reduction Other Commercial, financial and agricultural: Commercial, financial and agricultural $ — $ — $ — $ 9 PPP loans — — — — Overdrafts — — — — Commercial real estate 219 — — — Construction real estate: — — — Commercial 205 — — — Retail — — — — Residential real estate: — — — Commercial — — 144 — Mortgage — — 133 — HELOC — — — — Installment 20 — — — Consumer: — — — Consumer — — — — Check loans — — — — Leases — — — — Total loans $ 444 $ — $ 277 $ 9 Upon the determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged-off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amounts. Related Party Loans Certain of the Corporation’s executive officers, directors and related entities of directors are loan customers of PNB. As of December 31, 2024 and 2023, credit exposure aggregating approximately $ 29.2 million and $ 34.7 million, respectively, was outstanding to such parties. Of this total exposure, approximately $ 25.1 million and $ 28.0 million was outstanding at December 31, 2024 and 2023, respectively, with the remaining balance representing available credit. During 2024, there were no new loans and advances on existing loans made to these executive officers, directors and related entities of directors totaled $ 783,000 . These extensions of credit were offset by aggregate principal payments of $ 3.7 million. During 2023, new loans and advances on existing loans were $ 0.4 million and $ 3.8 million, respectively. These extensions of credit were offset by aggregate principal payments of $ 4.6 million. 6. Allowance for Credit Losses The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost, which is measured using 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. A provision for credit losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors as discussed within Note 1-Summary of Significant Accounting Policies. During the first quarter of 2023, Park adopted ASU 2022-02. This standard was adopted using a modified retrospective transition method on January 1, 2023, resulting in a $ 383,000 increase to the ACL. 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 as a result of the adoption of ASU 2022-02. -120- Quantitative Considerations The ACL is primarily calculated utilizing a DCF model. Key inputs and assumptions used in this model are discussed below: • Forecast model - For each portfolio segment, a LDA was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA analysis utilized Park's own FFIEC Call Report data for the commercial, financial and agricultural and residential real estate portfolio segments. Peer data was incorporated into the analysis for the commercial real estate, construction real estate, and consumer portfolio segments. Park updated the LDA in the fourth quarter of 2024. During the COVID pandemic, macroeconomic indicators showed significant deterioration, however, Park, along with most financial institutions, observed little to no meaningful increase in default activity. This can be attributed to external intervention in the form of deferral programs and government stimulus which is unlikely to reoccur in future downturns. For these reasons, management has excluded data from 2020-2022 in the LDA by using indicator variables during this time period. • Probability of default – PD is the probability that an asset will be in default within a given time frame. Park has defined default to be when a charge-off has occurred, a loan is placed on nonaccrual, or a loan is greater than 90 days past due. Whenever possible, Park utilizes its own loan-level PDs for the reasonable and supportable forecast period. When loan-level data is not available reflecting the forecasted economic conditions, the LDA is utilized to estimate PDs. In all cases, the LDA is then utilized to determine the long-term historical average, which is reached over the reversion period. • Loss given default – LGD is the percentage of the asset not expected to be collected due to default. Whenever possible, Park utilizes its own loan-level LGDs for the reasonable and supportable forecast period. When it is not possible to use Park's own LGDs, the LGD is derived using a method referred to as Frye Jacobs. In all cases, the Frye Jacobs method is utilized to calculate LGDs during the reversion period and long-term historical average. • Prepayments and curtailments – Prepayments and curtailments are calculated based on Park’s own data utilizing a three-year average. This analysis is updated annually in the fourth quarter and was last updated in the fourth quarter of 2024. • Forecast and reversion – Park has established a one-year reasonable and supportable forecast period with a one-year straight line reversion to the long-term historical average. • Economic forecast - Park utilizes a third party to provide economic forecasts under various scenarios, which are weighted in order to reflect model risk in the current economic environment. The scenario weighting is evaluated by management on a quarterly basis. ◦ As of December 31, 2023, the "most likely" scenario forecasted Ohio unemployment between 4.05% and 4.66% during the next four quarters. In determining the appropriate weighting of scenarios at December 31, 2023, management considered the range of forecasted unemployment as well as a number of economic indicators. The continued elevated levels of inflation, volatile levels of consumer confidence, continued elevated interest rates, financial system stress and geopolitical conflict (including the conflicts between Russia and Ukraine and between Israel and Hamas) and stress in the commercial real estate sector, continued to cause uncertainty as to the overall economic environment. Considering these factors, management determined it was appropriate to maintain the existing weighting, and weigh the "most likely" scenario 50% and the "moderate recession" scenario 50% at December 31, 2023. ◦ As of December 31, 2024, the "most likely" scenario forecasted Ohio unemployment between 4.48% and 4.60% during the next four quarters. In determining the appropriate weighting of scenarios at December 31, 2024, management considered the range of forecasted unemployment as well as a number of economic indicators. While some economic indications are showing improvement and stabilization, volatile levels of consumer confidence, higher unemployment rates, the impact of elevated inflation for several years with no immediate indications of sustained decline, the interest rate environment, financial system stress, and geopolitical conflict (including the conflicts between Russia and Ukraine and between Israel and Hamas) and stress in the commercial real estate sector, continued to cause uncertainty as to the overall economic environment. Considering these factors, management determined it was appropriate to maintain the existing weighting, and weigh the "most likely" scenario 50% and the "moderate recession" scenario 50% at December 31, 2024. Changes in forecasts, updates to the LDA model and prepayment and curtailment assumptions, as well as changes in the loan mix, resulted in a five basis point increase in the weighted quantitative allowance from December 31, 2023. -121- Qualitative Considerations Park reviews various internal and external factors to consider the need for any qualitative adjustments to the quantitative model. Factors considered include the following : • The nature and volume of Park’s financial assets; the existence, growth, and effect of any concentrations of credit and the volume and severity of past due financial assets, the volume of nonaccrual assets, and the volume and severity of adversely classified or graded assets. Specifically, management considers: ◦ Trends (e.g., growth, reduction) in specific categories of the loan portfolio, as well as adjustments to the types of loans offered by Park. ◦ Level of and trend in loan delinquencies, troubled loans, commercial watch list loans and nonperforming loans. ◦ Level of and trend in new nonaccrual loans. ◦ Level of and trend in loan charge-offs and recoveries. • Park's lending policies and procedures, including changes in lending strategies, underwriting standards and practices for collections, charge-offs, and recoveries. • The quality of Park’s credit review function. • The experience, ability, and depth of Park’s lending, investment, collection, and other relevant management and staff. • The effect of other external factors such as the regulatory, legal and technological environments; competition; geopolitical conflict; and events such as natural disasters or pandemics. • Actual and expected changes in international, national, regional, and local economic and business conditions and developments in the markets in which Park operates that affect the collectability of financial assets. • Where the U.S. economy is within a given credit cycle. • The extent that there is government assistance (stimulus). Qualitative adjustments amounted to $ 1.2 million and $ 417,000 at December 31, 2024 and December 31, 2023, respectively. Qualitative adjustments at December 31, 2024 included a $ 757,000 reserve related to Hurricane Helene which impacted borrowers in Park's Carolina region. This reserve considers the overall population of loans to borrowers in this area. Management will continue to evaluate potential losses as a result of Hurricane Helene as additional information becomes available. -122- ACL Activity The activity in the allowance for credit losses for the years ended December 31, 2024, 2023, and 2022 is summarized in the following tables. Year ended December 31, 2024 (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate Residential real estate Consumer Leases Total Allowance for credit losses: Beginning balance $ 15,496 $ 16,374 $ 5,227 $ 18,818 $ 27,713 $ 117 $ 83,745 Charge-offs 5,443 99 — 31 12,753 8 18,334 Recoveries ( 438 ) ( 825 ) ( 1,067 ) ( 366 ) ( 5,315 ) ( 1 ) ( 8,012 ) Net charge-offs (recoveries) 5,005 ( 726 ) ( 1,067 ) ( 335 ) 7,438 7 10,322 Provision for credit losses 2,192 2,471 831 3,202 5,806 41 14,543 Ending balance $ 12,683 $ 19,571 $ 7,125 $ 22,355 $ 26,081 $ 151 $ 87,966 Year ended December 31, 2023 (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate Residential real estate Consumer Leases Total Allowance for credit losses: Beginning balance $ 16,987 $ 17,829 $ 5,550 $ 16,831 $ 28,021 $ 161 $ 85,379 Impact of adopting ASU 2022-02 222 181 — ( 20 ) — — 383 Charge-offs 1,226 754 546 44 8,293 — 10,863 Recoveries ( 292 ) ( 240 ) ( 548 ) ( 482 ) ( 4,379 ) ( 1 ) ( 5,942 ) Net charge-offs (recoveries) 934 514 ( 2 ) ( 438 ) 3,914 ( 1 ) 4,921 (Recovery of) provision for credit losses ( 779 ) ( 1,122 ) ( 325 ) 1,569 3,606 ( 45 ) 2,904 Ending balance 15,496 16,374 5,227 18,818 27,713 117 83,745 Year ended December 31, 2022 (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate Residential real estate Consumer Leases Total Allowance for credit losses: Beginning balance $ 14,025 $ 25,466 $ 5,758 $ 11,424 $ 26,286 $ 238 $ 83,197 Charge-offs 2,056 1,578 33 81 5,343 42 9,133 Recoveries ( 826 ) ( 627 ) ( 1,343 ) ( 164 ) ( 3,767 ) ( 31 ) ( 6,758 ) Net charge-offs (recoveries) 1,230 951 ( 1,310 ) ( 83 ) 1,576 11 2,375 Provision for (recovery of) credit losses 4,192 ( 6,686 ) ( 1,518 ) 5,324 3,311 ( 66 ) 4,557 Ending balance $ 16,987 $ 17,829 $ 5,550 $ 16,831 $ 28,021 $ 161 $ 85,379 ACL Summary Loans collectively evaluated for impairment in the following tables include all performing loans at December 31, 2024 and December 31, 2023, as well as nonperforming loans internally classified as consumer loans. Nonperforming consumer loans are not typically individually evaluated for impairment, but receive a portion of the statistical allocation of the ACL. Loans individually evaluated for impairment include all internally classified commercial nonaccrual loans which are individually evaluated for impairment in accordance with U.S. GAAP. Additionally, accruing collateral dependent commercial loans to borrowers experiencing financial difficulty are individually evaluated. (See Note 1-Significant Accounting Policies). -123- The composition of the ACL at December 31, 2024 and December 31, 2023 was as follows: December 31, 2024 (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate Residential real estate Consumer Leases Total ACL: Ending allowance balance attributed to loans: Individually evaluated for impairment - nonaccrual $ 1,259 $ — $ — $ 40 $ — $ — $ 1,299 Individually evaluated for impairment - accrual — — — — — — — Collectively evaluated for impairment 11,424 19,571 7,125 22,315 26,081 151 86,667 Accruing acquired with deteriorated credit quality — — — — — — — Total ending allowance balance $ 12,683 $ 19,571 $ 7,125 $ 22,355 $ 26,081 $ 151 $ 87,966 Loan balance: Individually evaluated for impairment - nonaccrual $ 24,194 $ 23,230 $ 8 $ 5,700 $ — $ 17 $ 53,149 Individually evaluated for impairment - accrual 15,290 — — — — — 15,290 Loans collectively evaluated for impairment 1,230,101 1,969,785 411,988 2,194,457 1,910,372 29,812 7,746,515 Accruing loans acquired with deteriorated credit quality — 1,317 581 276 — — 2,174 Total ending loan balance $ 1,269,585 $ 1,994,332 $ 412,577 $ 2,200,433 $ 1,910,372 $ 29,829 $ 7,817,128 ACL as a percentage of loan balance: Individually evaluated for impairment - nonaccrual 5.20 % — % — % 0.70 % — % — % 2.44 % Individually evaluated for impairment - accrual — % — % — % — % — % — % — % Loans collectively evaluated for impairment 0.93 % 0.99 % 1.73 % 1.02 % 1.37 % 0.51 % 1.12 % Accruing loans acquired with deteriorated credit quality — % — % — % — % — % — % — % Total 1.00 % 0.98 % 1.73 % 1.02 % 1.37 % 0.51 % 1.13 % -124- December 31, 2023 (In thousands) Commercial, financial and agricultural Commercial real estate Construction real estate Residential real estate Consumer Leases Total ACL: Ending allowance balance attributed to loans: Individually evaluated for impairment - nonaccrual $ 4,980 $ 3 $ — $ — $ — $ — $ 4,983 Individually evaluated for impairment - accrual — — — — — — — Collectively evaluated for impairment 10,516 16,371 5,227 18,818 27,713 117 78,762 Accruing acquired with deteriorated credit quality — — — — — — — Total ending allowance balance $ 15,496 $ 16,374 $ 5,227 $ 18,818 $ 27,713 $ 117 $ 83,745 Loan balance: Individually evaluated for impairment - nonaccrual $ 21,228 $ 20,740 $ 504 $ 2,670 $ — $ 73 $ 45,215 Individually evaluated for impairment - accrual — — — — — — — Loans collectively evaluated for impairment 1,274,390 1,853,383 303,969 2,026,537 1,945,936 23,956 7,428,171 Accruing loans acquired with deteriorated credit quality 22 1,870 626 317 — — 2,835 Total ending loan balance $ 1,295,640 $ 1,875,993 $ 305,099 $ 2,029,524 $ 1,945,936 $ 24,029 $ 7,476,221 ACL as a percentage of loan balance: Individually evaluated for impairment - nonaccrual 23.46 % 0.01 % — % — % — % — % 11.02 % Individually evaluated for impairment - accrual — % — % — % — % — % — % — % Loans collectively evaluated for impairment 0.83 % 0.88 % 1.72 % 0.93 % 1.42 % 0.49 % 1.06 % Accruing loans acquired with deteriorated credit quality — % — % — % — % — % — % — % Total 1.20 % 0.87 % 1.71 % 0.93 % 1.42 % 0.49 % 1.12 % 7 . Loans Held for Sale Mortgage loans held for sale are carried at their fair value. Mortgage loans held for sale were $ 5.6 million and $ 3.2 million at December 31, 2024 and 2023, respectively. These amounts are included in "Loans" on the Consolidated Balance Sheets and in the residential real estate loan segments in Note 5 - Loans and Note 6 - Allowance for Credit Losses. The contractual balance was $ 5.5 million and $ 3.2 million at December 31, 2024 and 2023, respectively. The gain expected upon sale was $ 72,000 and $ 53,000 at December 31, 2024 and 2023, respectively. None of these loans were 90 days or more past due or on nonaccrual status at December 31, 2024 or 2023. During 2022, Park transferred certain commercial loans held for investment, previously nonperforming, with an amortized cost of $ 6.3 million, to the loans held for sale portfolio. The transferred loans were recorded at the lower of cost or fair value, recording a charge-off in each instance where the fair value of an individual loan was deemed to be below the carrying cost at the time the loans were moved to the held for sale portfolio. The sale of $ 3.9 million in loans held for sale was subsequently completed and Park recognized a gain on sale of $ 495,000 which is recorded within "Miscellaneous income" on the Consolidated Statements of Income. The remaining $ 2.4 million in loans held for sale were transferred back to loans held for investment at the lower of cost or fair value. No non-performing loans were held for sale or sold during 2024 or 2023. -125- 8. Goodwill and Other Intangible Assets The following table shows the activity in goodwill and other intangible assets for the years ended December 31, 2024, 2023 and 2022. (In thousands) Goodwill Other Intangible Assets Total January 1, 2022 $ 159,595 $ 7,462 $ 167,057 Amortization — 1,487 1,487 December 31, 2022 $ 159,595 $ 5,975 $ 165,570 Amortization — 1,323 1,323 December 31, 2023 $ 159,595 $ 4,652 $ 164,247 Amortization — 1,215 1,215 December 31, 2024 $ 159,595 $ 3,437 $ 163,032 Goodwill Goodwill impairment exists when a reporting unit's carrying value exceeds its fair value. Park evaluates goodwill for impairment on April 1 of each year, with financial data as of March 31. At April 1, 2024, the Company's reporting unit, PNB, had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. Acquired Intangible Assets The following table shows the balance of acquired intangible assets as of December 31, 2024 and 2023. 2024 2023 (In thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Other intangible assets: Core deposit intangibles $ 14,456 $ 11,019 $ 14,456 $ 9,804 Core deposit intangibles are being amortized, on an accelerated basis, over a period of ten years. Amortization expense for the core deposit intangibles was $ 1.2 million, $ 1.3 million and $ 1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The following is a schedule of estimated core deposit intangibles amortization expense for each of the next five years: (In thousands) Total 2025 $ 1,042 2026 887 2027 754 2028 618 2029 136 -126- 9. Premises and Equipment The major categories of premises and equipment and accumulated depreciation are summarized as follows: December 31 (In thousands) 2024 2023 Land $ 19,773 $ 22,176 Buildings 97,578 98,472 Equipment, furniture and fixtures 78,865 79,662 Leasehold improvements 6,701 5,684 Software 32,338 29,518 Total $ 235,255 $ 235,512 Less accumulated depreciation ( 165,733 ) ( 161,301 ) Premises and equipment, net $ 69,522 $ 74,211 Depreciation expense amounted to $ 12.2 million, $ 14.0 million and $ 13.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Park records operating lease assets where Park acts as the lessor within "Other assets" on the Consolidated Balance Sheets. Equipment subject to lease agreements at December 31, 2024 and 2023 is summarized below: December 31 (In thousands) 2024 2023 Equipment $ 4,277 $ 4,691 Less accumulated depreciation ( 2,610 ) ( 2,385 ) Leased assets, net $ 1,667 $ 2,306 Depreciation expense on operating lease assets of $ 726,000 , $ 693,000 , and $ 1.1 million was recorded for the years ended December 31, 2024, 2023 and 2022, respectively. 10. Investments in Qualified Affordable Housing Park makes certain equity investments in various limited partnerships that sponsor affordable housing projects. The purposes of these investments are to achieve a satisfactory return on capital, help create affordable housing opportunities, and assist the Company to achieve its goals associated with the Community Reinvestment Act. As permitted by ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects , Park has elected the proportional amortization method of accounting. Under the proportional amortization method, amortization expense and tax benefits are recognized through the provision for income taxes. The table below details the balances of Park’s affordable housing tax credit investments and related unfunded commitments as of December 31, 2024 and 2023. (In thousands) December 31, 2024 December 31, 2023 Affordable housing tax credit investments $ 66,077 $ 62,703 Unfunded commitments 29,677 28,768 Commitments are funded when capital calls are made by the general partner of a limited partnership. Park expects that the commitments as of December 31, 2024 will be funded between 2025 and 2039. During the years ended December 31, 2024, 2023 and 2022, Park recognized amortization expense of $ 8.1 million, $ 8.3 million and $ 7.7 million, respectively, which was included within the provision for income taxes on the Consolidated Statements of Income and within investment in qualified affordable housing tax credits amortization on the Consolidated Statements of Cash Flows. For the years ended December 31, 2024, 2023 and 2022, Park recognized tax credits and other benefits from its affordable housing tax credit investments of $ 10.0 million , $ 9.8 million and $ 9.3 million , respectively. -127- 11. Foreclosed and Repossessed Assets Park typically transfers a loan to OREO at the time that Park takes deed/title to the real estate property asset. The carrying amount of foreclosed real estate properties held at December 31, 2024 and December 31, 2023 are listed below, as well as the recorded investment of loans secured by residential real estate properties for which formal foreclosure proceedings were in process at those dates. (In thousands) December 31, 2024 December 31, 2023 OREO: Commercial real estate $ 938 $ 983 Total OREO $ 938 $ 983 Loans in process of foreclosure: Residential real estate $ 2,225 $ 1,957 Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value, less costs to sell, when acquired. During the years ended December 31, 2023 and 2022, Park recognized $ 46,000 and $ 12.0 million, respectively, in OREO valuation markups related to the foreclosure and subsequent sale of properties collateralizing former Vision Bank relationships. This income is included in "OREO valuation markup" on the Consolidated Statements of Income. There was no OREO valuation markup related to former Vision Bank relationships during the year ended December 31, 2024. During the years ended December 31, 2024 and 2022, Park recognized $ 115,000 and $ 5.6 million, respectively, in net gains on the sale of OREO related to former Vision Bank relationships. This income is included in "Gain (loss) on the sale of OREO, net" on the Consolidated Statements of Income. There was no gain or loss on the sale of OREO related to former Vision Bank relationships during the years ended December 31, 2023. In addition to real estate, Park may also repossess different types of collateral. As of December 31, 2024 and December 31, 2023, Park had $ 1.2 million and $ 1.1 million in other repossessed assets which are included in "Other assets" on the Consolidated Balance Sheets. 12. Loan Servicing Park serviced sold mortgage loans of $ 1,858 million at December 31, 2024, compared to $ 1,934 million at December 31, 2023 and $ 2,051 million at December 31, 2022. At December 31, 2024, $ 2.5 million of the sold mortgage loans were sold with recourse compared to $ 2.9 million at December 31, 2023 and $ 3.2 million at December 31, 2022. Management closely monitors the delinquency rates on the mortgage loans sold with recourse. As of December 31, 2024 and 2023, management had established reserves of $ 50,000 and $ 54,000 , respectively, to account for future loan repurchases. Custodial escrow balances maintained in connection with serviced sold mortgage loans were $ 19.7 million and $ 19.2 million at December 31, 2024 and 2023, respectively. When Park sells mortgage loans with servicing rights retained, servicing rights are initially recorded at fair value. Park selected the “amortization method” as permissible within U.S. GAAP, whereby the servicing rights capitalized are amortized in proportion to and over the period of estimated future servicing income of the underlying loan. At the end of each reporting period, the carrying value of MSRs is assessed for impairment with a comparison to fair value. MSRs are carried at the lower of their amortized cost or fair value. The amortization of MSRs is included within "Other service income" in the Consolidated Statements of Income. -128- Activity for MSRs and the related valuation allowance follows: December 31 (In thousands) 2024 2023 2022 MSRs: Carrying amount, net, beginning of year $ 14,656 $ 15,792 $ 15,264 Additions 963 535 1,455 Amortization ( 1,776 ) ( 1,759 ) ( 2,313 ) Change in valuation allowance 75 88 1,386 Carrying amount, net, end of year $ 13,918 $ 14,656 $ 15,792 Valuation allowance: Beginning of year $ 94 $ 182 $ 1,568 Change in valuation allowance ( 75 ) ( 88 ) ( 1,386 ) End of year $ 19 $ 94 $ 182 The fair value of MSRs was $ 16.5 million and $ 16.7 million at December 31, 2024 and 2023, respectively. The fair value of MSRs at December 31, 2024 was established using a discount rate of 12.5 % and constant prepayment speeds ranging from 5.76 % to 29.76 %. The fair value of MSRs at December 31, 2023 was established using a discount rate of 12 % and constant prepayment speeds ranging from 6.12 % to 27.50 %. Servicing fees included in "Other service income" were $ 4.9 million, $ 5.2 million and $ 5.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. 13. Leases Park is a lessee in several noncancellable operating lease arrangements, primarily for retail branches, administrative and warehouse buildings, ATMs, and certain office equipment within its Ohio, North Carolina, South Carolina, and Kentucky markets. Certain of these leases contain renewal options for periods ranging from one year to five years. Park’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease arrangements include fixed payments plus, for many of Park’s real estate leases, variable payments such as Park's proportionate share of property taxes, insurance and common area maintenance. Park's operating lease ROU asset and lease liability are presented in “Operating lease right-of-use asset" and "Operating lease liability," respectively, on Park's Consolidated Balance Sheets. The carrying amounts of Park's ROU asset and lease liability at December 31, 2024 were $ 15.7 million and $ 16.5 million, respectively. At December 31, 2023, the carrying amounts of Park's ROU assets and lease liability were $ 15.7 million and $ 16.6 million, respectively. Park's operating lease expense is recorded in "Occupancy expense" on the Company's Consolidated Statements of Income. Other information related to operating leases for the years ended December 31, 2024, 2023 and 2022 follows: (In thousands) Year ended December 31, 2024 Year ended December 31, 2023 Year ended December 31, 2022 Lease cost Operating lease cost $ 2,511 $ 2,874 $ 3,073 Sublease income ( 10 ) ( 273 ) ( 252 ) Total lease cost $ 2,501 $ 2,601 $ 2,821 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,530 $ 3,630 $ 3,116 ROU assets obtained in exchange for new operating lease liabilities $ 2,718 $ 545 $ 7,867 Reductions to ROU assets resulting from reductions to lease obligations $ ( 1,970 ) $ ( 3,062 ) $ ( 2,812 ) -129- Park's operating leases had a weighted average remaining term of 9.8 years and 10.1 years at December 31, 2024 and 2023, respectively. The weighted average discount rate of Park's operating leases was 3.8 % and 3.5 % at December 31, 2024 and 2023, respectively. Undiscounted cash flows included in lease liabilities at December 31, 2024 have expected contractual payments as follows: (In thousands) December 31, 2024 2025 (1) $ 1,882 2026 2,422 2027 2,325 2028 2,278 2029 2,281 Thereafter 9,334 Total undiscounted minimum lease payments $ 20,522 Less: imputed interest ( 4,017 ) Total lease liabilities $ 16,505 (1) Includes a tenant improvement allowance of $524,000 related to the reimbursement of leasehold expenditures. 14. Deposits At December 31, 2024 and 2023, non-interest bearing and interest bearing deposits were as follows: December 31 (In thousands) 2024 2023 Non-interest bearing $ 2,612,708 $ 2,628,234 Interest bearing 5,530,818 5,414,332 Total $ 8,143,526 $ 8,042,566 The table below details the maturities of time deposits at December 31, 2024. Time deposits below include $ 176.5 million of brokered and BID CD deposits. (In thousands) 2025 $ 776,464 2026 90,965 2027 20,700 2028 11,689 2029 11,955 After 5 years 10 Total $ 911,783 At December 31, 2024 and 2023, respectively, Park had approximately $ 22.0 million and $ 13.7 million of deposits received from Park's executive officers, Park directors and related entities of Park directors. Time deposits that met or exceeded the FDIC insurance limit of $250,000 at December 31, 2024 and 2023 were $ 255.3 million and $ 132.8 million, respectively. Time deposits that met or exceeded the FDIC insurance limit of $250,000 included $ 76.5 million and $ 15.0 million of BID CD deposits at December 31, 2024 and 2023, respectively. 15. Repurchase Agreement Borrowings Securities sold under agreements to repurchase ("repurchase agreements") with customers represent funds deposited by customers, generally on an overnight basis, that are collateralized by investment securities owned by Park. Repurchase agreements with customers are included in "Short-term borrowings" on the Consolidated Balance Sheets. -130- All repurchase agreements are subject to the terms and conditions of repurchase/security agreements between Park and the customer and are accounted for as secured borrowings. Park's repurchase agreements consisted of customer accounts and securities which are pledged on an individual security basis. At December 31, 2024 and December 31, 2023, Park's repurchase agreement borrowings totaled $ 90.4 million and $ 108.2 million, respectively. These borrowings were collateralized with U.S. government sponsored entities' asset-backed securities with a fair value of $ 124.1 million and $ 180.8 million at December 31, 2024 and December 31, 2023, respectively. Declines in the value of the collateral would require Park to pledge additional securities. As of December 31, 2024 and December 31, 2023, Park had $ 440.2 million and $ 847.5 million, respectively, of available unpledged securities. The following table presents the carrying value of Park's repurchase agreement borrowings by remaining contractual maturity and collateral pledged at December 31, 2024 and December 31, 2023: December 31, 2024 (In thousands) Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government sponsored entities' asset-backed securities $ 90,432 $ — $ — $ — $ 90,432 December 31, 2023 (In thousands) Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total U.S. government sponsored entities' asset-backed securities $ 108,182 $ — $ — $ — $ 108,182 See Note 16 - Short-Term Borrowings for additional information related to repurchase agreements. 16. Short-Term Borrowings Short-term borrowings were as follows: December 31 (In thousands) 2024 2023 Securities sold under agreements to repurchase $ 90,432 $ 108,182 FHLB advances — 220,000 Total short-term borrowings $ 90,432 $ 328,182 -131- The outstanding balances for all short-term borrowings as of December 31, 2024 and 2023 and the weighted-average interest rates as of and paid during each of the years then ended were as follows: (In thousands) Repurchase agreements FHLB Advances 2024 Ending balance $ 90,432 $ — Highest month-end balance 108,858 185,000 Average daily balance 95,803 24,794 Weighted-average interest rate: As of year-end 1.49 % — % Paid during the year 1.83 % 5.58 % 2023 Ending balance $ 108,182 $ 220,000 Highest month-end balance 218,126 247,000 Average daily balance 146,388 36,634 Weighted-average interest rate: As of year-end 1.88 % 5.44 % Paid during the year 1.76 % 5.83 % During 2023 and 2024, outstanding FHLB advances were collateralized by investment securities owned by PNB and by various loans pledged under a blanket agreement by PNB. At December 31, 2024 and December 31, 2023, $ 3.9 million and $ 5.2 million, respectively, of investment securities were pledged as collateral for FHLB advances. At December 31, 2024 and December 31, 2023, $ 2,112 million and $ 1,959 million, respectively, of commercial real estate and residential mortgage loans were pledged under a blanket agreement to the FHLB by PNB. See Note 15 - Repurchase Agreement Borrowings for information related to investment securities collateralizing repurchase agreements. 17. Subordinated Notes As part of the acquisition of Vision's parent bank holding company ("Vision Parent") on March 9, 2007, Park became the successor to Vision Parent under (i) the Amended and Restated Trust Agreement of Vision Bancshares Trust I (the “Trust”), dated as of December 5, 2005, (ii) the Junior Subordinated Indenture, dated as of December 5, 2005, and (iii) the Guarantee Agreement, also dated as of December 5, 2005. On December 1, 2005, Vision Parent formed a wholly-owned Delaware statutory business trust, Vision Bancshares Trust I (“Trust I”), which issued $ 15.0 million of Trust I's floating rate preferred securities (the “Trust Preferred Securities”) to institutional investors. These Trust Preferred Securities qualify as Tier I capital under FRB guidelines. All of the common securities of Trust I are owned by Park. The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by Trust I to purchase $ 15.5 million of junior subordinated notes, which, following the cessation of LIBOR on June 30, 2023, carry a floating rate based on three-month CME Term SOFR plus 174 basis points. The junior subordinated notes represent the sole asset of Trust I. The Trust Preferred Securities accrue and pay distributions at a floating rate of three-month CME Term SOFR plus 174 basis points per annum. The Trust Preferred Securities are mandatorily redeemable upon maturity of the junior subordinated notes in December 2035, or upon earlier redemption as provided in the junior subordinated notes. Since December 30, 2010, Park has had the right to redeem the junior subordinated notes purchased by Trust I in whole or in part. As specified in the indenture, if the junior subordinated notes are redeemed prior to maturity, the redemption price will be the principal amount, plus any unpaid accrued interest. In accordance with U.S. GAAP, Trust I is not consolidated with Park’s financial statements, but rather the subordinated notes are reflected as a liability. 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"). The Subordinated Notes initially bear a fixed interest rate of 4.50 % per year, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. Commencing on September 1, 2025, the Subordinated Notes will bear interest at a floating rate per annum equal to the Benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 439 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears; provided, however, that if the Benchmark rate is less than zero, then the Benchmark rate will be deemed to be zero. The Company may, at its option, beginning with the interest payment date of September 1, 2025 and on any interest payment date thereafter, redeem the Subordinated Notes, in whole or in part, -132- subject to obtaining the prior approval of the holders of the Company’s senior indebtedness and of the Federal Reserve Board, if required, at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption. The issuance costs of the Subordinated Notes totaled $ 2.4 million, which amount is being amortized through the Subordinated Note call date. At December 31, 2024 and 2023, the Subordinated Notes, net of unamortized issuance costs, totaled $ 174.7 million and $ 174.1 million, and qualify as Tier 2 capital for Park under the Federal Reserve Board capital adequacy rules. 18. Derivatives Park uses certain derivative financial instruments (or "derivatives") to meet the needs of its customers while managing the interest rate risk associated with certain transactions. Park does not use derivatives for speculative purposes. A summary of derivative financial instruments utilized by Park follows. Interest Rate Swaps Park utilizes interest rate swap agreements (or "interest rate swaps") as part of its asset-liability management strategy to help manage its interest rate risk position and as a means to meet the financing, interest rate and other risk management needs of qualifying commercial banking customers. The notional amount of the interest rate swaps does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. Borrowing Derivatives : At each of December 31, 2024 and 2023 , Park had no borrowing derivatives. Loan Derivatives : In conjunction with the Carolina Alliance acquisition, Park acquired interest rate swaps related to certain commercial loans. Simultaneously with borrowers entering into interest rate swaps, Carolina Alliance entered into offsetting interest rate swaps executed with a third party, such that Carolina Alliance minimized its net interest rate risk exposure resulting from such transactions. These interest rate swaps had a notional amount totaling $ 15.4 million and $ 18.2 million at December 31, 2024 and December 31, 2023, respectively. All of the Company's interest rate swaps were determined to be fully effective during the years ended December 31, 2024 and 2023 . As such, no amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swaps is recorded in "Other assets" and "Other liabilities" with changes in fair value recorded in "Other comprehensive income (loss)". The amount included in "Accumulated other comprehensive loss, net of tax" would be reclassified to net income should the hedges no longer be considered effective. During the year ended December 31, 2022, Park recognized expense of $ 66,000 , or $ 52,000 , net of taxes, as the result of the early termination of a borrowing interest rate swap. No expense related to early termination was recognized during the years ended December 31, 2024 and 2023 . Park expects the outstanding hedges to remain fully effective during the remaining respective terms of the swaps. Summary information about Park's interest rate swaps as of December 31, 2024 and December 31, 2023 was as follows: December 31, 2024 December 31, 2023 (In thousands, except weighted average data) Loan Derivatives Loan Derivatives Notional amounts $ 15,445 $ 18,199 Weighted average pay rates 4.504 % 4.517 % Weighted average receive rates 4.504 % 4.517 % Weighted average maturity (years) 5.4 6.5 Unrealized losses $ — $ — Park recognized a gain of $ 154,000 , net of income taxes, related to borrowing swaps that was recorded in "Other comprehensive income (loss)" on the Consolidated Statements of Comprehensive Income (Loss) during the year ended December 31, 2022 . No gain or loss related to borrowing swaps was recorded during the years ended December 31, 2024 and 2023 . -133- The following table reflects the interest rate swaps included in the Consolidated Balance Sheets as of December 31, 2024 and 2023: (In thousands) December 31, 2024 December 31, 2023 Notional Amount Fair Value Notional Amount Fair Value Included in "Other assets": Loan derivatives - instruments associated with loans Matched interest rate swaps with borrower $ — $ — $ — $ — Matched interest rate swaps with counterparty 15,445 1,009 18,199 1,069 Total included in "Other assets" $ 15,445 $ 1,009 $ 18,199 $ 1,069 Included in "Other liabilities": Loan derivatives - instruments associated with loans Matched interest rate swaps with borrower $ 15,445 $ ( 1,009 ) $ 18,199 $ ( 1,069 ) Matched interest rate swaps with counterparty — — — — Total included in "Other liabilities" $ 15,445 $ ( 1,009 ) $ 18,199 $ ( 1,069 ) Mortgage Banking Derivatives Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. In order to hedge the change in interest rates resulting from its commitments to fund the loans, the Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into. These mortgage banking derivatives are not designated as hedge relationships. The fair value of an interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitment before the loan is funded. Fair values of these mortgage banking derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. Changes in the fair values of these derivatives are included in "Other service income" in the Consolidated Statements of Income. At December 31, 2024 and December 31, 2023 , Park had $ 4.2 million and $ 4.0 million, respectively, of interest rate lock commitments. The fair value of these mortgage banking derivatives was reflected by a derivative asset of $ 85,000 and $ 87,000 at December 31, 2024 and December 31, 2023 , respectively. Other Derivatives In connection with the sale of Park’s Class B Visa shares during 2009, Park entered into a swap agreement with the purchaser of the shares. The swap agreement adjusts for dilution in the conversion ratio of Class B Visa shares resulting from certain Visa litigation. At December 31, 2024 and 2023, the fair value of the swap liability of $ 103,000 and $ 123,000 , respectively, represented an estimate of the exposure based upon probability-weighted potential Visa litigation losses. 19. Share-Based Compensation The Park National Corporation 2017 Long-Term Incentive Plan for Employees (the "2017 Employees LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Employees LTIP makes equity-based awards and cash-based awards available for grant to employee participants in the form of incentive stock options, nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and cash-based awards. Under the 2017 Employees LTIP, 750,000 common shares are authorized to be delivered in connection with grants under the 2017 Employees LTIP. The common shares to be delivered under the 2017 Employees LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2024, 225,000 common shares were available for future grants under the 2017 Employee LTIP. The Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Non-Employee Directors LTIP makes equity-based awards and cash-based awards available for grant to non-employee director participants in the form of nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, and cash-based awards. Under the 2017 Non- -134- Employee Directors LTIP, 150,000 common shares are authorized to be delivered in connection with grants under the 2017 Non-Employee Directors LTIP. The common shares to be delivered under the 2017 Non-Employee Directors LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2024, 45,000 common shares were available for future grants under the 2017 Non-Employee Directors LTIP. During 2024, 2023 and 2022, Park granted 7,342 , 13,054 and 9,789 common shares, respectively, to directors of Park and to directors of PNB (and its divisions) under the 2017 Non-Employee Directors LTIP. The common shares granted to directors were not subject to a vesting period and resulted in expense of $ 1.2 million, $ 1.2 million, and $ 1.3 million in 2024, 2023, and 2022, respectively, which is included in "Professional fees and services" on the Consolidated Statements of Income. During 2024, 2023 and 2022, the Compensation Committee of the Board of Directors of Park granted awards of PBRSUs, under the 2017 Employees LTIP, covering an aggregate of 59,165 , 54,698 and 52,335 common shares, respectively, to certain employees of Park and its subsidiaries. As of December 31, 2024, Park reported 186,020 nonvested PBRSUs. The number of PBRSUs earned or settled will depend on the level of achievement with respect to certain performance criteria and will also be subject to subsequent service-based vesting. A summary of changes in the common shares subject to nonvested PBRSUs for the years ended December 31, 2024 and 2023 follows. PBRSUs herein represent the maximum number of nonvested PBRSUs. The fair value of the PBRSUs was determined using the quoted price of Park stock on the date of grant. Common shares subject to PBRSUs Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 199,650 $ 108.97 Granted 54,698 140.53 Vested ( 62,815 ) 94.09 Forfeited ( 4,597 ) 130.20 Adjustment for performance conditions of PBRSUs (1) — — Nonvested at December 31, 2023 186,936 $ 122.68 Granted 59,165 $ 131.30 Vested ( 58,056 ) 103.70 Forfeited ( 2,025 ) 135.55 Adjustment for performance conditions of PBRSUs (1) — — Nonvested at December 31, 2024 (2) 186,020 $ 131.20 (1) The number of PBRSUs earned depends on the level of achievement with respect to certain performance criteria. Adjustment herein represents the difference between the maximum number of common shares which could be earned and the actual number earned for those PBRSUs as to which the performance period was completed. (2) Nonvested amount herein represents the maximum number of nonvested PBRSUs. As of December 31, 2024, an aggregate of 184,186 PBRSUs are expected to vest. A summary of awards that vested during the twelve months ended December 31, 2024 and 2023 follows: Twelve Months Ended December 31, 2024 2023 PBRSUs and TBRSUs vested 58,056 62,815 Common shares withheld to satisfy employee income tax withholding obligations 22,895 23,973 Net common shares issued 35,161 38,842 -135- Share-based compensation expense of $ 6.4 million, $ 6.8 million and $ 5.9 million was recognized for the years ended December 31, 2024, 2023 and 2022, respectively, related to PBRSU and TBRSU awards to employees. The following table details expected additional share-based compensation expense related to PBRSUs outstanding at December 31, 2024: (In thousands) 2025 $ 4,978 2026 3,284 2027 1,376 2028 222 Total $ 9,860 20. Benefit Plans The Corporation has a noncontributory Defined Benefit Pension Plan (the “Pension Plan”) covering substantially all of the employees of Park National Corporation and its subsidiaries. The Pension Plan provides benefits based on an employee’s years of service and compensation. There was no pension contribution in 2024 or 2023 and no contribution is expected to be made in 2025. Using accrual measurement dates of December 31, 2024 and 2023, plan assets and benefit obligation activity for the Pension Plan are listed below: (In thousands) 2024 2023 Change in fair value of plan assets Fair value at beginning of measurement period $ 232,894 $ 209,138 Actual return on plan assets 31,116 34,764 Benefits paid ( 38,239 ) ( 11,008 ) Fair value at end of measurement period $ 225,771 $ 232,894 Change in benefit obligation Projected benefit obligation at beginning of measurement period $ 139,217 $ 127,394 Service cost 6,916 6,236 Interest cost 6,443 6,523 Actuarial (gain) loss ( 9,804 ) 10,072 Benefits paid ( 38,239 ) ( 11,008 ) Projected benefit obligation at the end of measurement period $ 104,533 $ 139,217 Funded status at end of year (fair value of plan assets less benefit obligation) $ 121,238 $ 93,677 The decrease in the projected benefit obligation ("PBO") from $ 139.2 million as of December 31, 2023 to $ 104.5 million as of December 31, 2024, was the result of an increase in benefits paid, an increase in the discount rate from 5.14 % to 5.89 % and assumption updates fo r 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. -136- The asset allocation for the Pension Plan as of each measurement date, by asset category, was as follows: Percentage of Plan Assets Asset category Target Allocation 2024 2023 Equity securities 50% - 100% 61 % 85 % Fixed income and cash equivalents remaining balance 39 % 15 % Total 100 % 100 % The investment policy, as established by the Retirement Plan Committee, is to invest assets according to the target allocation stated above. Assets will be reallocated periodically based on the investment strategy of the Retirement Plan Committee. The investment policy is reviewed periodically. The expected long-term rate of return on plan assets used to measure the benefit obligation was 6.92 % at both December 31, 2024 and December 31, 2023. This return was estimated based on historical returns, current trends in the plan assets as well as projected future rates of returns on those assets. The accumulated benefit obligation for the Pension Plan was $ 82.1 million and $ 113.4 million at December 31, 2024 and 2023, respectively. On November 17, 2009, the Park Pension Plan completed the purchase of 115,800 common shares of Park for $ 7.0 million or $ 60.45 per share. At December 31, 2024 and 2023, the fair value of the 115,800 common shares held by the Pension Plan was $ 19.9 million, or $ 171.43 per share and $ 15.4 million, or $ 132.86 per share, respectively. The weighted average assumptions used to determine benefit obligations at December 31, 2024, 2023 and 2022 were as follows: 2024 2023 2022 Discount rate 5.89 % 5.14 % 5.32 % Rate of compensation increase Under age 25 (under age 30 for 2022) 7.50 % 7.50 % 8.25 % Ages 25-29 (ages 30-39 for 2022) 7.00 % 7.00 % 6.00 % Ages 30-34 (ages 40-49 for 2022) 6.75 % 6.75 % 5.00 % Ages 35-39 (ages 50-54 for 2022) 6.00 % 6.00 % 4.25 % Ages 40-44 (ages 55-59 for 2022) 5.25 % 5.25 % 3.75 % Ages 45-54 (ages 60-64 for 2022) 4.75 % 4.75 % 3.50 % Ages 55-69 (ages 65 and over for 2022) 3.75 % 3.75 % 3.25 % Ages 70 and over (for 2023 and 2024) 3.00 % 3.00 % N/A Interest crediting rate 4.64 % 3.89 % 4.07 % The estimated future pension benefit payments reflecting expected future service for the next ten years are shown below (in thousands): 2025 $ 8,469 2026 8,450 2027 8,283 2028 8,239 2029 8,816 2030-2034 43,780 Total $ 86,037 -137- The following table shows ending balances of accumulated other comprehensive income at December 31, 2024 and 2023. (In thousands) 2024 2023 Prior service cost $ ( 340 ) $ ( 388 ) Net actuarial gain 21,547 2,529 Total 21,207 2,141 Deferred tax liability ( 4,453 ) ( 449 ) Accumulated other comprehensive income $ 16,754 $ 1,692 Using actuarial measurement dates of December 31 for 2024, 2023 and 2022, components of net periodic benefit income and other amounts recognized in other comprehensive income (loss) were as follows: (In thousands) 2024 2023 2022 Affected Line Item in the Consolidated Statements of Income Components of net periodic benefit income and other amounts recognized in other comprehensive income (loss) Service cost $ ( 6,916 ) $ ( 6,236 ) $ ( 9,749 ) Employee benefits Interest cost ( 6,443 ) ( 6,523 ) ( 5,705 ) Other components of net periodic benefit income Expected return on plan assets 15,754 14,143 17,798 Other components of net periodic benefit income Recognized prior service cost ( 48 ) ( 48 ) 15 Other components of net periodic benefit income Settlement income 6,148 — — Pension settlement gain Net periodic benefit income $ 8,495 $ 1,336 $ 2,359 Net actuarial gain (loss) $ 25,166 $ 10,549 $ ( 1,109 ) Amortization of actuarial gain ( 6,148 ) — — Amortization of prior service cost (credit) 48 48 ( 15 ) Total recognized in other comprehensive income (loss) 19,066 10,597 ( 1,124 ) Total recognized in net benefit income and other comprehensive income (loss) $ 27,561 $ 11,933 $ 1,235 During the year ended December 31, 2024, Park recognized a $ 6.1 million pension settlement gain due to a combination of lump sum payouts as well as the purchase of a nonparticipating annuity contract which will provide ongoing benefits to vested participants. To calculate the gain, the PBO was remeasured as of September 30, 2024 as well as December 31, 2024. In calculating the September 30, 2024 PBO, a discount rate of 5.17 % was used which was a 3 basis point increase from the discount rate utilized to calculate the December 31, 2023 PBO. There were no changes from December 31, 2023 to the assumptions utilized for the long-term rate of return on plan assets, salaries increases, turnover rates or mortality. There was no pension settlement gain recognized during the year ended December 31, 2023. -138- The weighted average assumptions used to determine net periodic benefit income for the years ended December 31, 2024, 2023 and 2022 are listed below: 2024 2023 2022 Discount rate 5.14 % 5.32 % 3.23 % Rate of compensation increase Under age 25 (under age 30 for 2023 and 2022) 7.50 % 8.25 % 8.25 % Ages 25-29 (ages 30-39 for 2023 and 2022) 7.00 % 6.00 % 6.00 % Ages 30-34 (ages 40-49 for 2023 and 2022) 6.75 % 5.00 % 5.00 % Ages 35-39 (ages 50-54 for 2023 and 2022) 6.00 % 4.25 % 4.25 % Ages 40-44 (ages 55-59 for 2023 and 2022) 5.25 % 3.75 % 3.75 % Ages 45-54 (ages 60-64 for 2023 and 2022) 4.75 % 3.50 % 3.50 % Ages 55-69 (ages 65 and over for 2023 and 2022) 3.75 % 3.25 % 3.25 % Ages 70 and over (for 2024) 3.00 % N/A N/A Interest crediting rate 3.89 % 4.07 % N/A Expected long-term return on plan assets 6.92 % 6.92 % 6.92 % U.S. GAAP defines fair value as the price that would be received by Park for an asset or paid by Park to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date, using the most advantageous market for the asset or liability. The fair values of equity securities, consisting of mutual fund investments and common stock held by the Pension Plan, are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). Additionally, due to their short-term nature, the fair value of interest bearing demand deposits is determined by reference to their face value (Level 1 inputs). Interest bearing time deposits, United States treasury notes, United States Government agency obligations and corporate bonds are valued by the trustee based on yields available on comparable securities of issuers with similar credit ratings as of the end of the year (Level 2 inputs). No investments were categorized as Level 3 inputs. The fair value of the plan assets at December 31, 2024 and December 31, 2023, by asset class, is as follows. Fair Value Measurements Fair Value Measurements at December 31, 2024, Using at December 31, 2023, Using (In thousands) (Level 1) (Level 2) (Level 1) (Level 2) Interest-bearing account $ 3,529 $ 3,671 $ 1,395 $ 4,758 Mutual funds 34,973 — 49,740 — U.S. Treasury Notes — 55,062 — — U.S. Government agency obligations — 11,237 — 12,466 Corporate bonds — 14,003 — 15,572 Common stocks 103,296 — 148,963 — Total $ 141,798 $ 83,973 $ 200,098 $ 32,796 Salary Deferral Plan The Corporation has a voluntary salary deferral plan (the Corporation's Employees Stock Ownership Plan) covering substantially all of the employees of the Corporation and its subsidiaries. Eligible employees may contribute a portion of their compensation subject to a maximum statutory limitation. The Corporation provides a matching contribution established annually by the Corporation. Contribution expense for the Corporation was $ 5.3 million, $ 5.0 million, and $ 4.6 million for 2024, 2023 and 2022, respectively. Supplemental Executive Retirement Plan The Corporation has entered into Supplemental Executive Retirement Plan Agreements (the "SERP Agreements") with certain key officers of Park National Corporation and its subsidiaries which provide defined pension benefits in excess of limits imposed by federal income tax law. The accrued benefit cost for the SERP Agreements totaled $ 15.5 million and $ 15.2 million -139- for 2024 and 2023, respectively, and is recorded within "Other liabilities" on the Consolidated Balance Sheet. The expense for the Corporation was as follows: (In thousands) 2024 2023 2022 Affected Line Item in the Consolidated Statements of Income Service cost $ 1,297 $ 1,224 $ 1,091 Employee benefits Interest cost 658 567 564 Miscellaneous expense Total SERP expense $ 1,955 $ 1,791 $ 1,655 21. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Corporation’s deferred tax assets and liabilities are as follows: December 31 (In thousands) 2024 2023 Deferred tax assets: Allowance for credit losses $ 19,144 $ 18,248 Allowance for unfunded credit losses 1,288 1,125 Accumulated other comprehensive loss – Unrealized losses on debt securities AFS 16,728 18,045 Deferred compensation 6,811 6,177 Net deferred loan fees 581 1,384 Nonvested equity-based compensation 3,130 3,019 Net operating loss ("NOL") carryforward 2,173 2,222 Fixed assets 1,728 1,243 Operating lease liability 3,592 3,620 Other 1,009 939 Total deferred tax assets before valuation allowance $ 56,184 $ 56,022 Valuation allowance ( 562 ) — Total deferred tax assets $ 55,622 $ 56,022 Deferred tax liabilities: Accumulated other comprehensive gain – Pension Plan $ 4,453 $ 449 Deferred investment income 1,226 2,455 Pension Plan 21,776 19,962 MSRs 3,030 3,196 Partnership adjustments 1,080 1,540 Purchase accounting adjustments 791 807 Operating lease right-of-use asset 3,427 3,426 Lessor adjustments 2,287 2,308 Other 1,199 614 Total deferred tax liabilities $ 39,269 $ 34,757 Net deferred tax asset $ 16,353 $ 21,265 As of December 31, 2024 and 2023, Park had a net deferred tax asset balance related to federal NOL carryforwards of approximately $ 1.6 million and $ 2.0 million, respectively, which expire at various dates from 2030-2039. Park also had a net deferred tax asset balance related to state NOL carryforwards of approximately $ 0.6 million and $ 0.2 million at December 31, 2024 and 2023, respectively, which expire at various dates from 2030-2039. Park performs an analysis to determine if a valuation allowance against deferred tax assets is required in accordance with U.S. GAAP. At December 31, 2024, management determined that it was required to establish a $ 0.6 million state tax valuation allowance against certain deferred tax assets generated by one of its non-bank subsidiaries since it was not more likely than not -140- that the deferred tax assets would be fully utilized in future periods. No valuation allowance was required for the year ended December 31, 2023. The components of the provision for federal income taxes are shown below: December 31, (In thousands) 2024 2023 2022 Currently payable Federal $ 23,905 $ 18,118 $ 22,574 State 1,360 1,190 1,180 Amortization of qualified affordable housing projects and historic tax credits 8,449 8,265 7,743 Deferred Federal ( 517 ) ( 708 ) 464 State 108 5 147 Total $ 33,305 $ 26,870 $ 32,108 The following is a reconciliation of income tax expense to the amount computed at the statutory federal corporate income tax rate of 21 % for the years ended December 31, 2024, 2023 and 2022. 2024 2023 2022 Statutory federal corporate income tax rate 21.0 % 21.0 % 21.0 % Changes in rates resulting from: Tax exempt interest income, net of disallowed interest ( 1.0 ) % ( 1.9 ) % ( 1.6 ) % Bank owned life insurance ( 0.9 ) % ( 0.7 ) % ( 0.7 ) % Investments in qualified affordable housing projects, net of tax benefits ( 1.0 ) % ( 1.0 ) % ( 0.8 ) % KSOP dividend deduction ( 0.5 ) % ( 0.6 ) % ( 0.5 ) % Other 0.4 % 0.7 % 0.4 % Effective Tax Rate 18.0 % 17.5 % 17.8 % Park National Corporation and its subsidiaries do not pay state income tax to the state of Ohio, but pay a franchise tax based on equity. The franchise tax expense is included in "State tax expense" on Park’s Consolidated Statements of Income. Park is also subject to state income tax in various states, including North Carolina and South Carolina. State income tax expense is included in “Income taxes” on Park’s Consolidated Statements of Income. Park’s state income tax expense was $ 1.5 million, $ 1.2 million and $ 1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Unrecognized Tax Benefits The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits. (In thousands) 2024 2023 2022 January 1 Balance $ 145 $ 69 $ 339 Additions based on tax positions related to the current year 5 47 — Additions for tax positions of prior years — 52 25 Reductions for tax positions of prior years ( 28 ) — — Reductions due to statute of limitations ( 24 ) ( 23 ) ( 295 ) December 31 Balance $ 98 $ 145 $ 69 The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in the future periods at December 31, 2024, 2023 and 2022 was $ 87,000 , $ 123,000 and $ 62,000 , respectively. Park does not expect the total amount of unrecognized tax benefits to significantly increase or decrease during 2024. -141- The expense (income) related to interest and penalties recorded on unrecognized tax benefits in the Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022 was $ 1,500 , $ 1,500 , and $( 56,000 ), respectively. The amount accrued for interest and penalties at December 31, 2024, 2023 and 2022 was $ 12,500 , $ 11,000 and $ 9,500 , respectively. Park National Corporation and its subsidiaries are subject to U.S. federal income tax and income tax in various state jurisdictions. The Corporation is subject to routine audits of tax returns by the Internal Revenue Service and states in which we conduct business. No material adjustments have been made on closed federal and state tax audits. Generally, all tax years ended prior to December 31, 2021 are closed to examination by federal and state taxing authorities. 22. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss) components, net of income tax, are shown in the following table for the years ended December 31, 2024, 2023 and 2022. (in thousands) Changes in Pension Plan assets and benefit obligations Unrealized (losses) gains on AFS debt securities Unrealized net holding loss on cash flow hedge Total Beginning balance at January 1, 2024 $ 1,692 $ ( 67,883 ) $ — $ ( 66,191 ) Other comprehensive income before reclassifications 19,881 4,539 — 24,420 Amounts reclassified from accumulated other comprehensive loss ( 4,819 ) 415 — ( 4,404 ) Net current period other comprehensive income $ 15,062 $ 4,954 $ — $ 20,016 Ending balance at December 31, 2024 $ 16,754 $ ( 62,929 ) $ — $ ( 46,175 ) Beginning balance at January 1, 2023 $ ( 6,680 ) $ ( 95,714 ) $ — $ ( 102,394 ) Other comprehensive income before reclassifications 8,334 21,610 — 29,944 Amounts reclassified from accumulated other comprehensive loss 38 6,221 — 6,259 Net current period other comprehensive income $ 8,372 $ 27,831 $ — $ 36,203 Ending balance at December 31, 2023 $ 1,692 $ ( 67,883 ) $ — $ ( 66,191 ) Beginning balance at January 1, 2022 $ ( 5,792 ) $ 21,153 $ ( 206 ) $ 15,155 Other comprehensive (loss) income before reclassifications ( 876 ) ( 116,867 ) 154 ( 117,589 ) Amounts reclassified from accumulated other comprehensive loss ( 12 ) — 52 40 Net current period other comprehensive (loss) income $ ( 888 ) $ ( 116,867 ) $ 206 $ ( 117,549 ) Ending balance at December 31, 2022 $ ( 6,680 ) $ ( 95,714 ) $ — $ ( 102,394 ) -142- The following table provides information concerning amounts reclassified out of accumulated other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022: Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Affected Line Item in the Consolidated Statements of Income (In thousands) 2024 2023 2022 Amortization of defined benefit pension items Amortization of prior service cost (credit) $ 48 $ 48 $ ( 15 ) Other components of net periodic pension benefit income Gain recognition on partial settlement of vested benefits ( 6,148 ) — — Pension settlement gain (Income) loss before income taxes ( 6,100 ) 48 ( 15 ) Income before income taxes Income tax effect ( 1,281 ) 10 ( 3 ) Income taxes Net of income tax $ ( 4,819 ) $ 38 $ ( 12 ) Net income Unrealized losses on AFS debt securities Net loss on the sale of debt securities $ 526 $ 7,875 $ — Loss on the sale of debt securities, net Loss before income taxes 526 7,875 — Income before income taxes Income tax effect 111 1,654 — Income taxes Net of income tax $ 415 $ 6,221 $ — Net income Unrealized net holding loss on cash flow hedge Loss due to early termination of borrowing interest rate swap $ — $ — $ 66 Miscellaneous expense Loss before income taxes — — 66 Income before income taxes Income tax effect — — 14 Income taxes Net of income tax $ — $ — $ 52 Net income 23. Earnings Per Common Share U.S. GAAP requires the reporting of basic and diluted earnings per common share. Basic earnings per common share excludes any dilutive effects of PBRSUs and TBRSUs. The following table sets forth the computation of basic and diluted earnings per common share: Year ended December 31 (In thousands, except share data) 2024 2023 2022 Numerator: Net income $ 151,420 $ 126,734 $ 148,351 Denominator: Weighted-average common shares outstanding 16,143,708 16,163,500 16,246,009 Effect of dilutive PBRSUs and TBRSUs 101,089 86,519 119,300 Weighted-average common shares outstanding adjusted for the effect of dilutive PBRSUs and TBRSUs 16,244,797 16,250,019 16,365,309 Earnings per common share: Basic earnings per common share $ 9.38 $ 7.84 $ 9.13 Diluted earnings per common share $ 9.32 $ 7.80 $ 9.06 Park awarded 59,165 , 54,698 and 52,335 PBRSUs to certain employees during the years ended December 31, 2024, 2023 and 2022, respectively. -143- During the year ended December 31, 2023, Park repurchased 199,000 common shares, to fund the PBRSUs, TBRSUs and common shares awarded to directors of Park and to directors of PNB (and its divisions) as well as pursuant to Park's previously announced stock repurchase authorizations. There were no common shares repurchased during the years ended December 31, 2024 or December 31, 2022. 24. Dividend Restrictions Bank regulators limit the amount of dividends a subsidiary bank can declare in any calendar year without obtaining prior approval. At December 31, 2024, approximately $ 133.8 million of the total shareholders’ equity of PNB was available for the payment of dividends to Park National Corporation, without approval by the applicable regulatory authorities. 25. Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Financial Statements. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those financial instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. The total amounts of off-balance sheet financial instruments with credit risk were as follows: December 31 (In thousands) 2024 2023 Loan commitments $ 1,525,435 $ 1,527,577 Standby letters of credit 33,545 31,261 The loan commitments are generally for variable rates of interest. Commitments to originate new loans are generally made for periods of 180 days or less. The Corporation grants retail, commercial and commercial real estate loans to customers primarily located in Ohio, Kentucky, North Carolina and South Carolina with the exception of nationwide aircraft loans and nationwide asset-based lending to consumer finance companies. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon the extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and real estate. Although the Corporation has a diversified loan portfolio, a substantial portion of the borrowers’ ability to honor their contracts is dependent upon the economic conditions of the borrowers' respective geographic locations and industries. 26. Fair Value The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that Park uses to measure fair value are as follows: • Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that Park has the ability to access as of the measurement date. • Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3: Significant unobservable inputs that reflect Park's own assumptions about the assumptions that market participants would use in pricing an asset or liability. This could include the use of internally developed models, financial forecasting and similar inputs. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the balance sheet -144- date. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to observable market data for similar assets and liabilities. However, certain assets and liabilities are not traded in observable markets and Park must use other valuation methods to develop a fair value. The fair value of individually evaluated collateral dependent loans is typically based on the fair value of the underlying collateral, which is estimated through third-party appraisals in accordance with Park's valuation requirements under its commercial and real estate loan policies. Assets and Liabilities Measured at Fair Value on a Recurring Basis : The following tables present assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements at December 31, 2024 using: (In thousands) Level 1 Level 2 Level 3 Balance at December 31, 2024 Assets Investment securities: Obligations of U.S. Government sponsored entities $ — $ 249 $ — $ 249 Obligations of states and political subdivisions — 186,883 — 186,883 U.S. Government sponsored entities’ asset-backed securities — 518,576 — 518,576 Collateralized loan obligations — 271,833 — 271,833 Corporate debt securities — 12,419 6,664 19,083 Equity securities 10,885 — 603 11,488 Mortgage loans held for sale — 5,550 — 5,550 Mortgage IRLCs — 85 — 85 Loan interest rate swaps — 1,009 — 1,009 Liabilities Fair value swap $ — $ — $ 103 $ 103 Loan interest rate swaps — 1,009 — 1,009 -145- Fair Value Measurements at December 31, 2023 using: (In thousands) Level 1 Level 2 Level 3 Balance at December 31, 2023 Assets Investment securities: Obligations of states and political subdivisions $ — $ 241,184 $ — $ 241,184 U.S. Government sponsored entities’ asset-backed securities — 635,475 — 635,475 Collateralized loan obligations — 438,286 — 438,286 Corporate debt securities — 11,548 6,349 17,897 Equity securities 1,616 — 473 2,089 Mortgage loans held for sale — 3,235 — 3,235 Mortgage IRLCs — 87 — 87 Loan interest rate swaps — 1,069 — 1,069 Liabilities Fair value swap $ — $ — $ 123 $ 123 Loan interest rate swaps — 1,069 — 1,069 The following methods and assumptions were used by the Company in determining the fair value of the financial assets and financial liabilities discussed above: Fair value swap: The fair value of the swap agreement entered into with the purchaser of the Visa Class B shares represents an internally developed estimate of the exposure based upon probability-weighted potential Visa litigation losses and is classified as Level 3. Interest rate swaps: The fair values of interest rate swaps are based on valuation models using observable market data as of the measurement date (Level 2). Investment securities: Fair values for investment securities are based on quoted market prices, where available (Level 1). If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using DCF (Level 3). Mortgage interest rate lock commitments: Mortgage IRLCs are based on current secondary market pricing and are classified as Level 2. Mortgage loans held for sale: Mortgage loans held for sale are carried at their fair value. Mortgage loans held for sale are estimated using market prices for similar product types and, therefore, are classified in Level 2. -146- The following tables present a reconciliation of the beginning and ending balances of the Level 3 inputs for the years ended December 31, 2024 and 2023, for financial instruments measured on a recurring basis and classified as Level 3: Level 3 Fair Value Measurements (In thousands) Corporate debt securities Equity securities Fair value swap Balance at January 1, 2024 $ 6,349 $ 473 $ ( 123 ) Transfers into (out of) level 3, net — — — Total gains / (losses) Included in other income / other (expense) — 130 ( 500 ) Included in other comprehensive income 315 — — Purchases, sales, issuances and settlements, other, net — — 520 Balance at December 31, 2024 $ 6,664 $ 603 $ ( 103 ) Balance at January 1, 2023 $ 7,000 $ 439 $ ( 243 ) Transfers into level 3 11 — — Total gains / (losses) Included in other income / other (expense) — 34 ( 175 ) Included in other comprehensive income ( 662 ) — — Purchases, sales, issuances and settlements, other, net — — 295 Balance at December 31, 2023 $ 6,349 $ 473 $ ( 123 ) Level 3 corporate debt securities consist of a single debt security at both December 31, 2024 and 2023 which was valued using a discounted cash flow calculation. Significant unobservable inputs include the credit spread assumption which was 3.67% and 3.84% at December 31, 2024 and 2023, respectively. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis: The following methods and assumptions were used by the Company in determining the fair value of assets and liabilities measured at fair value on a nonrecurring basis as described below: Individually evaluated collateral dependent loans: When a loan is individually evaluated, it is valued at the lower of cost or fair value. Collateral dependent loans which are individually evaluated and carried at fair value have been partially charged off or receive allocations of the allowance for credit losses. For collateral dependent loans, fair value is generally based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Collateral is then adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the customer and the customer’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Additionally, valuations for all collateral dependent loans are updated annually, either through independent valuations by a licensed appraiser or a VOV performed by an internal licensed appraiser, in accordance with Company policy. A VOV can only be used in select circumstances and verifies that the original appraised value has not deteriorated through property inspection, consideration of market conditions, and performance of all valuation methods utilized in a prior valuation. Loans individually evaluated for impairment include all internally classified commercial nonaccrual loans and accruing collateral dependent loans to borrowers experiencing financial difficulty. OREO: Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value less costs to sell when acquired. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal -147- process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Appraisals for both individually evaluated collateral dependent loans and OREO are performed by licensed appraisers. Appraisals are generally obtained to support the fair value of collateral. In general, there are three types of appraisals received by the Company: real estate appraisals, income approach appraisals, and lot development loan appraisals. These are discussed below: • Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management generally applies a 15 % discount to real estate appraised values which management expects will cover all disposition costs (including selling costs). This 15 % discount is based on historical discounts to appraised values on sold OREO. • Income approach appraisals typically incorporate the annual net operating income of the business divided by an appropriate capitalization rate, as determined by the appraiser. Management generally applies a 15 % discount to income approach appraised values which management expects will cover all disposition costs (including selling costs). • Lot development loan appraisals are typically performed using a discounted cash flow analysis. Appraisers determine an anticipated absorption period and a discount rate that takes into account an investor’s required rate of return based on recent comparable sales. Management generally applies a 6 % discount to lot development appraised values, which is an additional discount above the net present value calculation included in the appraisal, to account for selling costs. MSRs: MSRs are carried at the lower of cost or fair value. MSRs do not trade in active, open markets with readily observable prices. For example, sales of MSRs do occur, but precise terms and conditions typically are not readily available. As such, management, with the assistance of a third-party specialist, determines fair value based on the discounted value of the future cash flows estimated to be received. Significant inputs include the discount rate and assumed prepayment speeds. The calculated fair value is then compared to market values where possible to ascertain the reasonableness of the valuation in relation to current market expectations for similar products. Accordingly, MSRs are classified as Level 2. The following tables present assets and liabilities measured at fair value on a nonrecurring basis. Individually evaluated collateral dependent loans secured by real estate are carried at fair value if they have been charged down to fair value or if a specific valuation allowance has been established. As of December 31, 2024 and 2023, there were no PCD loans carried at fair value. Additionally, there were no accruing individually evaluated collateral dependent loans carried at fair value. A new cost basis is established at the time a property is initially recorded in OREO. OREO properties are carried at fair value if a devaluation has been taken with respect to the property's value subsequent to the initial measurement. Fair Value Measurements at December 31, 2024 Using: (In thousands) Level 1 Level 2 Level 3 Balance at December 31, 2024 Nonaccrual individually evaluated collateral dependent loans recorded at fair value: Commercial real estate $ — $ — $ 1,022 $ 1,022 Residential real estate — — 1,924 1,924 Total nonaccrual individually evaluated collateral dependent loans recorded at fair value $ — $ — $ 2,946 $ 2,946 MSRs $ — $ 371 $ — $ 371 OREO recorded at fair value: Commercial real estate $ — $ — $ 938 $ 938 Total OREO recorded at fair value $ — $ — $ 938 $ 938 -148- Fair Value Measurements at December 31, 2023 Using: (In thousands) Level 1 Level 2 Level 3 Balance at December 31, 2023 Nonaccrual individually evaluated collateral dependent loans recorded at fair value: Commercial real estate $ — $ — $ 2,315 $ 2,315 Residential real estate — — 182 182 Total nonaccrual individually evaluated collateral dependent loans recorded at fair value $ — $ — $ 2,497 $ 2,497 MSRs $ — $ 866 $ — $ 866 OREO recorded at fair value: Commercial real estate $ — $ — $ 938 $ 938 Total OREO recorded at fair value $ — $ — $ 938 $ 938 The tables below provide additional detail on those nonaccrual individually evaluated loans which are recorded at fair value as well as the remaining nonaccrual individually evaluated loan portfolio not included above. The remaining nonaccrual individually evaluated loans consist of 1) loans which are not collateral dependent, 2) loans which are not secured by real estate, and 3) loans carried at cost as the fair value of the underlying collateral or the present value of expected future cash flows on each of the loans exceeded the book value for each respective credit. December 31, 2024 (In thousands) Loan Balance Prior Charge-Offs Specific Valuation Allowance Carrying Balance Total nonaccrual individually evaluated collateral dependent loans recorded at fair value $ 2,986 $ 488 $ 40 $ 2,946 Remaining nonaccrual individually evaluated loans 50,163 4,521 1,259 48,904 Total nonaccrual individually evaluated loans $ 53,149 $ 5,009 $ 1,299 $ 51,850 December 31, 2023 (In thousands) Recorded Investment Prior Charge-Offs Specific Valuation Allowance Carrying Balance Total nonaccrual individually evaluated collateral dependent loans recorded at fair value $ 2,499 $ 2,048 $ 2 $ 2,497 Remaining nonaccrual individually evaluated loans 42,716 301 4,981 37,735 Total nonaccrual individually evaluated loans $ 45,215 $ 2,349 $ 4,983 $ 40,232 The expense from credit adjustments related to nonaccrual individually evaluated loans carried at fair value for the years ended December 31, 2024, 2023 and 2022 was $ 0.2 million, $ 1.0 million, and $ 0.9 million, respectively. MSRs totaled $ 13.9 million at December 31, 2024. Of this $ 13.9 million MSR carrying balance, $ 0.4 million was recorded at fair value and included a valuation allowance of $ 19,000 . The remaining $ 13.5 million was recorded at cost, as the fair value exceeded cost at December 31, 2024. At December 31, 2023, MSRs totaled $ 14.7 million. Of this $ 14.7 million MSR carrying balance, $ 0.9 million was recorded at fair value and included a valuation allowance of $ 0.1 million. T he remaining $ 13.8 million was recorded at cost, as the fair value exceeded cost at December 31, 2023. The income related to MSRs carried at fair value for the years ended December 31, 2024, 2023 and 2022 was $ 0.1 million, $ 0.1 million and $ 1.4 million, respectively. Total OREO held by Park at December 31, 2024 and 2023 was $ 0.9 million and $ 1.0 million, respectively. At both December 31, 2024 and 2023 , there was $ 938,000 of OREO held by Park that was carried at fair value due to fair value adjustments made subsequent to the initial OREO measurement. The net income (expense) related to OREO fair value -149- adjustments was $ 30,000 , $( 0.4 ) million and $ 11.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2024 and December 31, 2023: December 31, 2024 (In thousands) Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average) Nonaccrual individually evaluated collateral dependent loans: Commercial real estate $ 1,022 Sales comparison approach Adj to comparables 0.0 % - 30.0 % ( 15.2 %) Income approach Capitalization rate 9.5 % - 10.0 % ( 9.6 %) Residential real estate $ 1,924 Sales comparison approach Adj to comparables 4.7 % - 45.5 % ( 21.6 %) Income approach Capitalization rate 6.3 % ( 6.3 %) Other real estate owned: Commercial real estate $ 938 Sales comparison approach Adj to comparables 5.0 % - 10.0 % ( 7.5 %) Cost approach Entrepreneurial profit 5.0 % ( 5.0 %) Cost approach Accumulated depreciation 50.0 % ( 50.0 %) December 31, 2023 (In thousands) Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average) Nonaccrual individually evaluated collateral dependent loans: Commercial real estate $ 2,315 Sales comparison approach Adj to comparables 0.2 % - 89.0 % ( 21.2 %) Income approach Capitalization rate 7.5 % - 9.5 % ( 8.9 %) Residential real estate $ 182 Sales comparison approach Adj to comparables 1.2 % - 78.6 % ( 7.6 %) Other real estate owned: Commercial real estate $ 938 Sales comparison approach Adj to comparables 5.0 % - 10.0 % ( 7.5 %) Cost approach Entrepreneurial profit 5.0 % ( 5.0 %) Cost approach Accumulated depreciation 50.0 % ( 50.0 %) Assets Measured at Net Asset Value: Park's portfolio of Partnership Investments are valued using the NAV practical expedient in accordance with ASC 820. At December 31, 2024 and December 31, 2023, Park had Partnership Investments with a NAV of $ 32.6 million and $ 27.5 million, respectively. At December 31, 2024 and December 31, 2023, Park had $ 17.6 million and $ 18.4 million in unfunded -150- commitments related to these Partnership Investments. For the years ended December 31, 2024, 2023 and 2022, Park recognized income of $ 0.5 million, $ 0.4 million and $ 2.4 million, respectively, related to these Partnership Investments. The fair value of certain financial instruments at December 31, 2024 and December 31, 2023 was as follows: December 31, 2024 Fair Value Measurements (In thousands) Carrying value Level 1 Level 2 Level 3 Total fair value Financial assets: Cash and money market instruments $ 160,566 $ 160,566 $ — $ — $ 160,566 Investment securities (1) 996,624 — 989,960 6,664 996,624 Other investment securities (2) 11,488 10,885 — 603 11,488 Mortgage loans held for sale 5,550 — 5,550 — 5,550 Mortgage IRLCs 85 — 85 — 85 Individually evaluated loans carried at fair value 2,946 — — 2,946 2,946 Other loans, net 7,720,581 — — 7,586,111 7,586,111 Loans receivable, net $ 7,729,162 $ — $ 5,635 $ 7,589,057 $ 7,594,692 Financial liabilities: Time deposits $ 735,297 $ — $ 736,188 $ — $ 736,188 Brokered deposits and Bid Ohio CDs 176,486 — 176,522 — 176,522 Other 1,265 1,265 — — 1,265 Deposits (excluding demand deposits) $ 913,048 $ 1,265 $ 912,710 $ — $ 913,975 Short-term borrowings $ 90,432 $ — $ 90,432 $ — $ 90,432 Subordinated notes 189,651 — 185,599 — 185,599 Derivative financial instruments - assets: Loan interest rate swaps $ 1,009 $ — $ 1,009 $ — $ 1,009 Derivative financial instruments - liabilities: Fair value swap $ 103 $ — $ — $ 103 $ 103 Loan interest rate swaps 1,009 — 1,009 — 1,009 (1) Includes debt securities AFS. (2) Excludes FHLB stock and FRB stock which are carried at their respective redemption values, investment securities accounted for at modified cost as these investments do not have a readily determinable fair value, and Partnership Investments valued using the NAV practical expedient. -151- December 31, 2023 Fair Value Measurements (In thousands) Carrying value Level 1 Level 2 Level 3 Total fair value Financial assets: Cash and money market instruments $ 218,268 $ 218,268 $ — $ — $ 218,268 Investment securities (1) 1,332,842 — 1,326,493 6,349 1,332,842 Other investment securities (2) 2,089 1,616 — 473 2,089 Mortgage loans held for sale 3,235 — 3,235 — 3,235 Mortgage IRLCs 87 — 87 — 87 Individually evaluated loans carried at fair value 2,497 — — 2,497 2,497 Other loans, net 7,386,657 — — 7,200,851 7,200,851 Loans receivable, net $ 7,392,476 $ — $ 3,322 $ 7,203,348 $ 7,206,670 Financial liabilities: Time deposits $ 641,615 $ — $ 641,180 $ — $ 641,180 Brokered deposits and Bid Ohio CDs 164,985 — 165,059 — 165,059 Other 1,261 1,261 — — 1,261 Deposits (excluding demand deposits) $ 807,861 $ 1,261 $ 806,239 $ — $ 807,500 Short-term borrowings $ 328,182 $ — $ 328,182 $ — $ 328,182 Subordinated notes 189,147 — 172,059 — 172,059 Derivative financial instruments - assets: Loan interest rate swaps $ 1,069 $ — $ 1,069 $ — $ 1,069 Derivative financial instruments - liabilities: Fair value swap $ 123 $ — $ — $ 123 $ 123 Loan interest rate swaps 1,069 — 1,069 — 1,069 (1) Includes debt securities AFS. (2) Excludes FHLB stock and FRB stock which are carried at their respective redemption values, investment securities accounted for at modified cost as these investments do not have a readily determinable fair value, and Partnership Investments valued using the NAV practical expedient. 27. Capital Ratios Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank holding companies. Park has elected not to include the net unrealized gain or loss on debt securities AFS in computing regulatory capital. Park has adopted the Basel III regulatory capital framework as approved by the federal banking agencies. Under the Basel III regulatory capital framework, in order to avoid limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers, Park must hold a capital conservation buffer of 2.50 % above the adequately capitalized risk-based capital ratios. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer include the 2.50% buffer. The Federal Reserve Board has also adopted requirements Park must maintain to be deemed "well-capitalized" and to remain a financial holding company. -152- Each of PNB and Park met all of the well-capitalized ratio guidelines applicable to it at December 31, 2024. The following table indicates the capital ratios for PNB and Park at December 31, 2024 and 2023. As of December 31, 2024 Leverage Tier 1 Risk-Based Common Equity Tier 1 Total Risk-Based PNB 9.80 % 11.44 % 11.44 % 12.85 % Park 11.51 % 13.46 % 13.28 % 16.63 % Adequately capitalized ratio 4.00 % 6.00 % 4.50 % 8.00 % Adequately capitalized ratio plus capital conservation buffer 4.00 % 8.50 % 7.00 % 10.50 % Well-capitalized ratio - PNB 5.00 % 8.00 % 6.50 % 10.00 % Well-capitalized ratio - Park N/A 6.00 % N/A 10.00 % As of December 31, 2023 Leverage Tier 1 Risk-Based Common Equity Tier 1 Total Risk-Based PNB 9.11 % 10.95 % 10.95 % 12.35 % Park 10.74 % 12.97 % 12.79 % 16.19 % Adequately capitalized ratio 4.00 % 6.00 % 4.50 % 8.00 % Adequately capitalized ratio plus capital conservation buffer 4.00 % 8.50 % 7.00 % 10.50 % Well-capitalized ratio - PNB 5.00 % 8.00 % 6.50 % 10.00 % Well-capitalized ratio - Park N/A 6.00 % N/A 10.00 % -153- The following table reflects various measures of capital for Park and PNB: To Be Adequately Capitalized To Be Well-Capitalized (In thousands) Actual Amount Ratio Amount Ratio Amount Ratio At December 31, 2024 Total Risk-Based Capital (to risk-weighted assets) PNB $ 1,081,979 12.85 % $ 673,671 8.00 % $ 842,089 10.00 % Park 1,408,999 16.63 % 677,966 8.00 % 847,458 10.00 % Tier 1 Risk-Based Capital (to risk-weighted assets) PNB $ 963,148 11.44 % $ 505,253 6.00 % $ 673,671 8.00 % Park 1,140,517 13.46 % 508,475 6.00 % 508,475 6.00 % Leverage Ratio (to average total assets) PNB $ 963,148 9.80 % $ 393,256 4.00 % $ 491,570 5.00 % Park 1,140,517 11.51 % 396,519 4.00 % N/A N/A Common Equity Tier 1 (to risk-weighted assets) PNB $ 963,148 11.44 % $ 378,940 4.50 % $ 547,358 6.50 % Park 1,125,517 13.28 % 381,356 4.50 % N/A N/A At December 31, 2023 Total Risk-Based Capital (to risk-weighted assets) PNB $ 1,005,211 12.35 % $ 651,130 8.00 % $ 813,913 10.00 % Park 1,323,588 16.19 % 654,197 8.00 % 817,747 10.00 % Tier 1 Risk-Based Capital (to risk-weighted assets) PNB $ 891,363 10.95 % $ 488,348 6.00 % $ 651,130 8.00 % Park 1,060,593 12.97 % 490,648 6.00 % 490,648 6.00 % Leverage Ratio (to average total assets) PNB $ 891,363 9.11 % $ 391,376 4.00 % $ 489,220 5.00 % Park 1,060,593 10.74 % 395,131 4.00 % N/A N/A Common Equity Tier 1 (to risk-weighted assets) PNB 891,363 10.95 % 366,261 4.50 % 529,043 6.50 % Park 1,045,593 12.79 % 367,986 4.50 % N/A N/A 28. Segment Information Park's chief operating decision maker is Park's Chairman and Chief Executive Officer. While the chief decision maker monitors the operating results of its lines of business, operations are managed and financial performance is evaluated on a consolidated basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment. The segment is determined by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products, and services are similar. The chief operating decision maker will evaluate the financial performance of Park's business components such as by evaluating interest income, interest expense, other revenue streams, significant expenses, and budget to actual results in assessing Park's segment and in the determination of allocation resources. The chief operating -154- decision maker uses consolidated net income to benchmark Park against its peers. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment of performance and in establishing compensation. Loans, investments, deposits, and fiduciary income provide the revenues in the banking operation. Interest expense, provisions for credit losses, and payroll/benefits provide the significant expenses in the banking operation. All operations are domestic. Accounting policies for Park's reportable segment are the same as described in Note 1 - Summary of Significant Accounting Policies. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of significant segment totals to the financial statements. Banking Segment (in thousands) 2024 2023 2022 Interest Income $ 522,965 $ 471,670 $ 378,247 Reconciliation of Revenue Other revenues $ 122,588 $ 92,634 $ 135,935 Total consolidated revenues $ 645,553 $ 564,304 $ 514,182 Less: Interest expense $ 124,946 $ 98,557 $ 31,188 Segment net interest income and noninterest income $ 520,607 $ 465,747 $ 482,994 Less: Provision for credit losses 14,543 2,904 4,557 Salaries 147,311 139,237 133,299 Employee benefits 41,724 42,264 40,490 Occupancy expense 12,816 13,114 13,866 Furniture and equipment expense 9,983 12,233 11,901 Data processing fees 40,564 37,637 32,627 Professional fees and services 31,146 29,173 30,837 Marketing 6,318 5,471 5,335 Insurance 6,735 7,640 5,413 Communication 4,097 4,210 3,891 State tax expense 4,500 4,657 4,585 Amortization of intangible assets 1,215 1,323 1,487 Foundation contributions 2,000 1,000 4,000 Miscellaneous 12,930 11,280 10,247 Income taxes 33,305 26,870 32,108 Segment net income/consolidated net income $ 151,420 $ 126,734 $ 148,351 -155- (in thousands) 2024 2023 2022 Other segment disclosures Interest income 522,965 471,670 378,247 Interest expense 124,946 98,557 31,188 Depreciation 12,192 14,015 13,819 Amortization 1,215 1,323 1,487 Other significant noncash items: Provision for credit losses 14,543 2,904 4,557 Segment assets 9,805,350 9,836,453 9,854,993 Reconciliation of assets Total assets for reportable segments $ 9,805,350 9,836,453 9,854,993 Other assets — — — Total consolidated assets $ 9,805,350 9,836,453 9,854,993 29. Parent Company Statements The Parent Company statements should be read in conjunction with the consolidated financial statements and the information set forth below. Investments in subsidiaries are accounted for using the equity method of accounting. Cash represents non-interest bearing deposits with PNB. Net cash provided by operating activities reflects cash payments (received from subsidiaries) partially offset by cash payments to government entities for income taxes of $ 3.0 million, $ 6.1 million and $ 2.2 million in 2024, 2023 and 2022, respectively. Condensed Balance Sheets December 31, 2024 and 2023 (In thousands) 2024 2023 Assets: Cash $ 277,808 $ 282,151 Investment in subsidiaries 1,095,701 1,007,342 Debentures receivable from PNB 25,000 25,000 Other receivables from subsidiaries 1,261 1,160 Other investments 10,523 1,170 Other assets 41,363 35,610 Total assets $ 1,451,656 $ 1,352,433 Liabilities: Subordinated notes $ 189,651 $ 189,147 Other payables to subsidiaries 1 455 Other liabilities 18,156 17,538 Total liabilities $ 207,808 $ 207,140 Total shareholders’ equity $ 1,243,848 $ 1,145,293 Total liabilities and shareholders’ equity $ 1,451,656 $ 1,352,433 -156- Condensed Statements of Income for the years ended December 31, 2024, 2023 and 2022 (In thousands) 2024 2023 2022 Income: Dividends from subsidiaries $ 93,000 $ 110,000 $ 120,000 Interest and dividends 2,188 1,678 1,250 Other 2,418 163 2,478 Total income 97,606 111,841 123,728 Expense: Interest expense $ 9,428 $ 9,383 $ 8,833 Other, net 8,976 9,536 10,504 Total expense 18,404 18,919 19,337 Income before income taxes and equity in undistributed income of subsidiaries $ 79,202 $ 92,922 $ 104,391 Income tax benefit 3,876 4,196 5,142 Income before equity in undistributed income of subsidiaries 83,078 97,118 109,533 Equity in undistributed income of subsidiaries 68,342 29,616 38,818 Net income $ 151,420 $ 126,734 $ 148,351 Other comprehensive income (loss) (1) 20,016 36,203 ( 117,549 ) Comprehensive income $ 171,436 $ 162,937 $ 30,802 (1) See Consolidated Statements of Comprehensive Income for other comprehensive income (loss) detail. -157- Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 (In thousands) 2024 2023 2022 Operating activities: Net income $ 151,420 $ 126,734 $ 148,351 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed income of subsidiaries ( 68,342 ) ( 29,616 ) ( 38,818 ) Compensation expense for issuance of treasury shares to directors 1,223 1,223 1,320 Share-based compensation expense 6,446 6,787 5,879 (Gain) loss on equity securities, net ( 1,872 ) 151 207 (Increase) decrease in other assets ( 23 ) 828 ( 2,514 ) (Decrease) increase in other liabilities ( 1,770 ) ( 2,752 ) 4,896 Net cash provided by operating activities 87,082 103,355 119,321 Investing activities: Proceeds from sales of securities — 1,370 — Purchase of equity securities ( 10,213 ) ( 2,195 ) ( 9,165 ) Other, net ( 600 ) ( 31 ) 144 Net cash used in investing activities ( 10,813 ) ( 856 ) ( 9,021 ) Financing activities: Cash dividends paid ( 77,496 ) ( 68,951 ) ( 76,604 ) Repurchase of common shares to be held as treasury shares — ( 23,017 ) — Cash payment for fractional shares — — ( 2 ) Value of common shares withheld to pay employee income taxes ( 3,116 ) ( 2,844 ) ( 2,761 ) Net cash used in financing activities ( 80,612 ) ( 94,812 ) ( 79,367 ) (Decrease) increase in cash ( 4,343 ) 7,687 30,933 Cash at beginning of year 282,151 274,464 243,531 Cash at end of year $ 277,808 $ 282,151 $ 274,464 30. Revenue from Contracts with Customers All of Park's revenue from contracts with customers within the scope of ASC 606 is recognized within "Other income" in the Consolidated Statements of Income. All of Park's operations are considered by management to be aggregated in one reportable segment. -158- The following table presents the Corporation's sources of other income by revenue stream for the years ended December 31, 2024, 2023, and 2022: Year ended December 31, 2024 Year ended December 31, 2023 Year ended December 31, 2022 Revenue by Operating Segment (in thousands) PRK PRK PRK Income from fiduciary activities Personal trust and agency accounts $ 12,825 10,297 10,091 Employee benefit and retirement-related accounts 11,093 9,894 9,698 Investment management and investment advisory agency accounts 16,184 13,242 12,442 Other 2,387 2,041 1,860 Service charges on deposit accounts Non-sufficient funds (NSF) fees 3,236 3,744 6,095 Demand deposit account (DDA) charges 5,286 4,229 3,439 Other 479 472 557 Other service income (1) Credit card 2,652 2,799 2,808 HELOC 389 369 397 Installment 161 177 163 Real estate 7,091 5,795 9,952 Commercial 1,450 1,160 1,975 Debit card fee income 25,873 26,522 26,046 Bank owned life insurance income (2) 7,770 5,338 6,100 ATM fees 1,840 2,178 2,273 Pension settlement gain (2) 6,148 — — Gain (loss) on the sale of OREO, net 42 ( 3 ) 5,611 OREO valuation markup 30 60 12,039 Loss on the sale of debt securities, net (2) ( 526 ) ( 7,875 ) — Gain on equity securities, net (2) 3,080 971 2,955 Other components of net periodic pension benefit income (2) 9,263 7,572 12,108 Miscellaneous (3) 5,835 3,652 9,326 Total other income $ 122,588 $ 92,634 $ 135,935 (1) "Other Service Income" totaled $ 11.7 million, $ 10.3 million, and $ 15.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Of this aggregate service revenue, approximately, $ 5.7 million, $ 5.2 million, and $ 5.6 million is within the scope of ASC 606, with the remaining $ 6.0 million, $ 5.1 million, and $ 9.7 million consisting primarily of residential real estate loan fees which are out of scope for each respective year. (2) Not within the scope of ASC 606. (3) "Miscellaneous" income includes brokerage income, safe deposit box rentals, gains/losses on asset sales, and miscellaneous bank fees totaling $ 5.8 million, $ 3.7 million, and $ 9.3 million for the years ended December 31, 2024, 2023, and 2022, respectively, all of which are within the scope of ASC 606 . A description of Park's material revenue streams accounted for under ASC 606 follows: Income from fiduciary activities (gross) : Park earns fiduciary fee income and investment brokerage fees from its contracts with wealth management customers for various fiduciary and investment-related services. These fees are earned over time as the Company provides the contracted monthly and quarterly services and are generally assessed based on the market value of the trust assets. Service charges on deposit accounts and ATM fees : The Corporation earns fees from the Corporation's deposit customers for transaction-based, account maintenance, and overdraft services. Fees for transaction-based services, which include services such as ATM use fees, stop payment charges, statement rendering fees, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are generally recognized at the end of the month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance. -159- Other service income : Other service income includes income from (1) the sale and servicing of loans sold to the secondary market, (2) incentive income from third-party credit card issuers, and (3) loan customers for various loan-related activities and services. Income related to the sale and servicing of loans sold to the secondary market is included within "Other service income", but is not within the scope of ASC 606. Services that fall within the scope of ASC 606 are recognized as revenue when the Company satisfies the Company's performance obligation to the customer. Debit card fee income : Park earns interchange fees from debit cardholder transactions conducted primarily through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, net of card network fees, concurrently with the transaction processing services provided to the cardholder. Gain or loss on sale of OREO, net : The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of delivery of an executed deed. When Park finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform the buyer's obligation under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. OREO valuation markup : The Corporation records an OREO valuation markup immediately prior to the transfer of a loan to OREO when the fair market value of the property less costs to sell exceeds the principal balance of the loan. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. No response required.