What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-24 · 74 added, 104 removed, 503 unchanged (26% of the section changed)

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This commitment makes the work deeply meaningful.

Park operates 87 financial service offices in Ohio, northern Kentucky, and the Carolinas.

As of December 31, 2025, Park operated 87 financial service offices in Ohio, northern Kentucky, and the Carolinas.

As of December 31, 2025, Park had 1,731 active associates, comprising 1,589 full-time and 142 part-time, which equates to 1,694 full-time equivalent associates.

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Career Pathways and Professional Development

Park fosters professional growth with a culture that prioritizes compassion over competition.

Associates take ownership of their journey with genuine support from leaders and access to development opportunities that enhance performance, engagement, and competitiveness.

Comprehensive training and professional development align with Park's mission to promote long-term prosperity for its stakeholders.

The Learning and Development team bolsters Park's objectives by streamlining training, improving onboarding, overseeing associate development, and implementing learning solutions that foster belonging and connection.

Launching in 2025, Park will continue to solidify its commitment to grow with its associates through its new Leadership Pathways program that will implement learning solutions that promote a sense of belonging and connection through culture building.

these efforts, we are committed to ensuring that our associates have the tools and resources they need to thrive and contribute to the success of our organization.

At Park, we believe that growth and thriving go hand in hand.

Our culture emphasizes compassion over competition, creating an environment where associates feel supported and empowered to own their career journey.

Through meaningful development opportunities, we strengthen performance, engagement, and competitiveness - helping both our associates and Park flourish.

Our Learning and Development team plays a critical role in advancing Park’s strategy.

By streamlining training, enhancing onboarding, and delivering learning solutions that foster belonging and connection, we ensure every associate has the tools to succeed.

These efforts reflect our commitment to grow with our associates, reinforcing Park’s mission to promote long-term prosperity for all stakeholders.

In 2025, Park introduced Leadership Pathways, a targeted learning program aligned with specific capabilities and competencies designed to strengthen our culture, deepen connections, and equip leaders with the skills to inspire growth.

This year, Learning & Development is building on that momentum with the launch of a Manager Onboarding program - a tailored experience that helps new managers quickly acclimate to their role, lead with confidence, and guide teams to succeed.

These initiatives reflect Park’s unwavering commitment to grow with our associates by providing resources and experiences that enable personal and professional success.

When our leaders thrive, our teams flourish and together, we advance Park’s mission of long-term prosperity and continued success.

Compensation & Benefits

Park's benefits package is designed to support what matters most to associates, including by investment in family, life/work balance, health and wellbeing, and financial security.

Park’s compensation program includes market-aligned salary grades, an annual incentive compensation program for eligible associates, referral and rewards incentive programs available to associates based on job function, a long-term incentive plan ("LTIP") for select associates, and premium pay for associates working extended hours.

Park’s compensation program includes market-aligned salary grades, an annual incentive compensation program for eligible associates, a long-term incentive plan ("LTIP") for select associates, and premium pay for associates working extended hours.

Available benefits also include an employee stock ownership plan ("KSOP") with a company matching contribution, defined benefit pension plan, health and life insurance, dependent care assistance, health flexible spending plan, long-term disability plan, paid time off, tuition reimbursement for qualified schooling, and an employee assistance program.

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Park fosters a listening culture by regularly conducting employee engagement surveys to understand associate perspectives and address concerns.

In 2024, 81.7% of our associates participated.

In 2025, 83.0% of our associates participated in the engagement survey.

Park’s commitment to associate retention is evident in the organization’s tenure statistics:

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Park National Bank engages in the commercial banking, consumer banking, and wealth management, including trust and investment services.

Geographically, Park is focused on small and medium population areas in Ohio, North Carolina, South Carolina, and the metropolitan areas of Columbus, Cincinnati, Charlotte, and Louisville.

Geographically, Park is focused on small and medium population areas in Ohio, North Carolina, South Carolina, and the metropolitan areas of Columbus, Cincinnati, Charlotte, Louisville, and Raleigh.

As of December 31, 2025, Park National Bank operated 87 financial service offices, including 82 branches, in Ohio, Kentucky, North Carolina and South Carolina.

Park National Bank delivers financial products and services through its 87 financial service offices and a network of 107 automated teller machines, as well as telephone and internet-based banking by computer or mobile device, including with ParkDirect, a Park National Bank-tailored mobile banking application for Park customers.

There is one reportable segment for the Corporation.

Consumer Finance Subsidiary

Guardian Finance Service Company (“Guardian Finance”), an Ohio corporation and subsidiary of Park, provided consumer finance services in central Ohio, and is currently engaged solely in servicing the entity’s outstanding loans.

In 2019, Guardian Finance ceased issuing new loans.

As of December 31, 2024, Guardian Finance had $88,000 in outstanding loans and one administrative office in Licking County, Ohio.

There is one reportable operating segment for the Corporation.

SE Property Holdings, LLC ("SEPH")

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Scope Aircraft Finance serves customers throughout the U.S.

Vision Bancshares Trust I

In connection with the merger of Vision Bancshares, Inc.

(“Vision”) into Park in March of 2007 (the “Vision Merger”), Park became the successor to Vision under the Junior Subordinated Indenture, dated as of December 5, 2005 (the “Indenture”), pursuant to which Vision issued $15.5 million of junior subordinated notes to Vision Bancshares Trust I, a Delaware statutory trust (the “Vision Trust”).

The junior subordinated notes were issued by Vision in connection with the sale by the Vision Trust of $15.0 million of floating rate preferred securities to institutional investors on December 5, 2005.

Park also became the successor to Vision in (i) the Amended and Restated Trust Agreement of the Vision Trust, dated as of December 5, 2005 (the “Trust Agreement”), and (ii) the Guarantee Agreement, dated as of December 5, 2005 (the “Guarantee Agreement”).

Through these contractual obligations, Park has fully and unconditionally guaranteed all the Vision Trust’s obligations with respect to the floating rate preferred securities.

Both the junior subordinated notes and the floating rate preferred securities mature on December 30, 2035 (which maturity may be shortened), and, since July 1, 2023, carry a floating rate based on three-month CME Term SOFR plus 174 basis points.

Payment of interest on the junior subordinated notes, and payment of cash distributions on the floating rate preferred securities, may be deferred at any time or from time to time for a period not to exceed 20 consecutive quarters, subject to specified conditions.

Under the terms of the Indenture and Guarantee Agreement, Park, as successor to Vision, is prohibited, subject to limited exceptions, from declaring or paying dividends or distributions on, or redeeming, repurchasing, acquiring or making any liquidation payments with respect to, any shares of Park’s capital stock:

(i) if an event of default under the Indenture has occurred and continues;

(ii) if Park is in default with respect to the payment of any obligations under the Guarantee Agreement;

or (iii) during any period in which the payment of interest on the junior subordinated notes by Park (and the payment of cash distributions on the floating rate preferred securities by the Vision Trust) is being deferred.

The floating rate preferred securities are considered Tier 1 Capital under regulatory capital standards.

Other Subsidiaries

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X Holdings, LLC;

and X Holdings Nevada, LLC are subsidiaries of Park National Bank that hold certain OREO properties or other nonperforming assets.

X Holdings Nevada, LLC;

and Meadowbrook Holdings, LLC are subsidiaries of Park National Bank that hold certain OREO properties or other nonperforming assets.

The operations of these subsidiaries are not significant to the consolidated Park entity.

River Park Properties, LLC and Park ABQ, LLC, former subsidiaries of Park National Bank that held certain OREO properties or other nonperforming assets, were dissolved in 2024, as the entities were no longer engaged in business.

87A Orange Beach, LLC;

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The operations of these subsidiaries are not significant to the consolidated Park entity.

Morningside Holding, LLC and Marina Holdings Z, LLC, former subsidiaries of SEPH that held certain OREO properties or other nonperforming assets, were dissolved in 2024, as the entities were no longer engaged in business.

Recent Developments

On February 1, 2026, First Citizens Bancshares, Inc., a Tennessee corporation (“First Citizens”) merged into Park, with Park continuing as the surviving corporation.

Immediately following the merger, First Citizens National Bank, a national banking association and a wholly-owned subsidiary of First Citizens, was merged into PNB, with PNB as the surviving bank.

As of January 31, 2026, First Citizens had $2.6 billion in total assets, $1.6 billion in total loans and leases, and $2.2 billion in total deposits.

The acquisition was valued at $324.1 million and resulted in Park issuing 1,988,131 Park common shares as consideration for the First Citizens common stock acquired from First Citizens shareholders.

Park’s consolidated assets surpassed $10.0 billion following the First Citizens acquisition.

Park expects that the total consolidated assets of Park will continue to exceed $10.0 billion at December 31, 2026, which would bring new Dodd-Frank Act regulatory obligations, including direct supervision and examination by the CFPB for compliance with federal consumer financial laws and caps on debit interchange fees.

Park anticipated these changes and has been preparing its systems and processes to ensure a smooth transition.

Services Provided by Park’s Subsidiaries

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Lending Activities

Park National Bank deals with consumers and businesses primarily in the 24 Ohio counties, one Kentucky county, five North Carolina counties and four South Carolina counties where Park National Bank has office locations.

SEPH, through the Vision Bank-SEPH Merger, manages loans formerly serviced by Vision Bank, with minimal new origination expected.

As of December 31, 2025, Park National Bank deals with consumers and businesses primarily in the 24 Ohio counties, one Kentucky county, five North Carolina counties and four South Carolina counties where Park National Bank has office locations.

SEPH, through the Vision Bank-SEPH Merger, manages loans formerly serviced by Vision Bank, with minimal new originations expected.

Such origination (or modification) volume has been and is expected to continue to be insignificant to the consolidated Park entity.

To maintain acceptable loan quality, loan decisions are made to align with Park’s written policies and procedures.

Park National Bank retains commercial and commercial real estate loans, commercial leases, residential real estate loans, home equity lines of credit, and installment loans for its portfolio, and also sells fixed-rate residential real estate loans to the secondary market.

Park National Bank retains commercial and commercial real estate loans, commercial leases, residential real estate loans, home

equity lines of credit, and installment loans for its portfolio, and also sells fixed-rate residential real estate loans to the secondary market.

Park National Bank acknowledges there are certain risks inherent in making loans.

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retail trade;

agriculture, forestry, fishing and hunting;

and professional, scientific, and technical services.

professional, scientific, and technical services;

and agriculture forestry, fishing and hunting.

Commercial loans are evaluated for the adequacy of repayment sources at the time of approval and are regularly reviewed for any possible deterioration in the ability of the borrower to repay the loan.

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CRE loans made for Park National Bank’s portfolio generally have a variable interest rate.

For more information concerning the loan maturity distribution in the CRE loan portfolio, please see "Table 8 - Loan Maturity Distribution" included

For more information concerning the loan maturity distribution in the CRE loan portfolio, please see "Table 8 - Loan Maturity Distribution" included in "ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

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and within its loans to non-bank consumer finance companies and aircraft financing sectors, all new commercial loans equal to or greater than $500,000 in all other markets, and a risk-based sample of commercial relationships less than $1.0 million.

If a loan has deteriorated, Park takes prompt action designed to increase the likelihood that it will be repaid.

If a loan has deteriorated, Park takes

prompt action designed to increase the likelihood that it will be repaid.

Upon detection of the reduced ability of a borrower to service interest and/or principal on a loan, Park may downgrade the loan and, under certain circumstances, place the loan on nonaccrual status.

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Park makes installment credit available to customers and prospective customers in their primary market areas through direct and indirect loans.

Indirect loans are facilitated through an automobile and other vehicle dealer;

Indirect loans are facilitated through automobile and other vehicle dealers;

whereas, direct loans are originated through direct customer interaction within Park's regions.

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A compliance officer, along with the appropriate line of business leaders, is responsible for monitoring performance and advising and updating loan personnel in this area.

Loans are charged off in accordance with Park's policy.

charged off in accordance with Park's policy.

Information about Park’s policy for placing loans on nonaccrual status and charging off loans is included under the caption “Loans” in "Note 1 - Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements found in "ITEM 8.

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At December 31, 2025 and 2024, Park reported $614 million and $586 million, respectively, of 15-year, fixed-rate residential mortgage loans on Park's Consolidated Balance Sheets.

Within residential real estate loans, Park National Bank has several special purpose mortgage loan programs to assist borrowers in attaining home ownership.

As of December 31, 2025, balances within these special purpose mortgage loan programs totaled $234.2 million.

Borrowers within these programs tend to have a lower FICO score when compared to the other loans within the residential real estate portfolio.

Many of these programs also require very little, if any, down payment and the overwhelming majority of these loans have a loan-to-value of greater than 90%.

Real estate loans are typically secured by first mortgages with evidence of title in favor of the lender in the form of an attorney’s opinion of title or a title insurance policy.

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Park National Bank attempts to reduce such risks on loans to developers by requiring personal guarantees and reviewing current personal financial statements and tax returns as well as other projects undertaken by the developer.

For additional information concerning the loan credit loss experience, please see “ITEM 1A.

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

Information concerning the loan credit loss experience and the allocation of the allowance for credit losses related to the construction financing portfolio is provided in "Table 24 - Summary of Loan Credit Loss Experience" and "Table 26 - Allocation of Allowance for Credit Losses", respectively, included in "ITEM 7.

Information concerning the loan credit loss experience and the allocation of the allowance for credit losses related to the residential real estate portfolio is provided in "Table 25 - Summary of Loan Credit Loss Experience" and "Table 27 - Allocation of Allowance for Credit Losses", respectively, included in "ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K.

For additional information concerning the loan credit loss experience on all loans, please see “ITEM 1A.

SEPH is a non-bank subsidiary of Park that holds OREO property and non-performing loans.

In addition to approximately $938,000 in OREO property, SEPH also held non-performing loans that were fully charged off as of December 31, 2024, all of which were on nonaccrual status.

SEPH held non-performing loans that were fully charged off as of December 31, 2025, all of which were on nonaccrual status.

SEPH has one office in Licking County, Ohio.

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The primary factors in competing for loans are the terms of the loan, interest rates charged and overall services provided to borrowers.

The primary factors in competing for deposits are interest rates paid on deposits, account liquidity,

convenience and hours of office locations, convenience and availability of mobile banking options, and accessibility to trained and competent staff.

Competitors of Park may have greater resources and, as such, additional technology offerings and higher lending limits, which may adversely affect the ability of Park to compete.

The primary factors in competing for deposits are interest rates paid on deposits, account liquidity, convenience and hours of office locations, convenience and availability of mobile banking options, and accessibility to trained and competent staff.

Competitors of Park may have greater resources and, as such, additional technology offerings and higher

lending limits, which may adversely affect the ability of Park to compete.

In addition, certain nonfinancial institutions with which Park competes enjoy the benefits of fewer regulatory constraints, broader geographic service areas, greater capital and lower cost structures.

Financial technology companies, or "fintechs," are also providing nontraditional, but increasingly strong competition for our borrowers, depositors and other customers.

Digital assets and cryptocurrencies also operate as competitors, as many of these digital assets and cryptocurrencies seek to provide payment functionality.

Many customers either hold or may consider holding money that would typically be held in deposit accounts or investments in the form of digital assets or cryptocurrencies, which serves as competition for deposits.

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

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Park National Bank, as a national banking association, is subject to regulation, supervision and examination primarily by the Office of the Comptroller of the Currency (the "OCC") and secondarily by the FDIC.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the "Dodd-Frank Act"), established the Consumer Financial Protection Bureau (the "CFPB"), which regulates consumer financial products and services and certain financial services providers.

However, if Park National Bank's assets exceed $10.0 billion for four consecutive quarters, Park National Bank will be subject to supervision and examination by the Consumer Financial Protection Bureau (the "CFPB").

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the "Dodd-Frank Act"), established the CFPB, which regulates consumer financial products and services and certain financial services providers.

The CFPB is authorized to prevent unfair, deceptive or abusive acts or practices and ensures consistent enforcement of laws so that consumers have access to fair, transparent and competitive markets for consumer financial products and services.

Since its establishment, the CFPB has extensively exercised its rulemaking and interpretative authority.

Guardian Finance, a subsidiary of Park and an Ohio state-chartered consumer finance company, is subject to regulation, supervision and examination by the Ohio Division of Financial Institutions (the "ODFI") and the Federal Reserve Board.

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

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

Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services.

Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tying

arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services.

Various consumer laws and regulations also affect the operations of these subsidiaries.

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Economic Growth, Regulatory Relief and Consumer Protection Act

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act") was enacted, which repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion).

The Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act") repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion).

Bank holding companies with consolidated assets of less than $100 billion, including Park, are no longer subject to enhanced prudential standards.

The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including Park, from certain record-keeping, reporting and disclosure requirements.

Certain other regulatory requirements applied only to banks with consolidated assets in excess of $50 billion and so did not apply to Park even before the enactment of the Regulatory Relief Act.

Transactions with Affiliates, Directors, Executive Officers and Shareholders

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The CFPB regulates consumer financial products and services provided by Park National Bank through regulations designed to protect consumers.

Currently, the OCC is primarily responsible for examining Park National Bank’s compliance with the CFPB regulations and federal consumer financial protection laws.

Currently, the OCC is primarily responsible for examining Park National Bank’s compliance

with the CFPB regulations and federal consumer financial protection laws.

However, if Park's assets exceed $10.0 billion for four consecutive quarters, the CFPB would become primarily responsible for examining this compliance.

Federal Deposit Insurance

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The FDIC has established 2.0% as the designated reserve ratio ("DRR"), which is the amount in the DIF as a percentage of all DIF insured deposits.

In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act.

The Dodd-Frank Act required the FDIC to offset the effect on insured institutions with assets of less than $10.0 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.

Although the FDIC's rules reduced assessment rates on all banks, they imposed a surcharge on banks with assets of $10.0 billion or more to be paid until the DRR reached 1.35%.

The DRR reached 1.35% on September 30, 2018.

As a result, the previous surcharge imposed on banks with assets of $10.0 billion or more was lifted.

In addition, preliminary assessment credits were determined by the FDIC for banks with assets of less than $10 billion for the portion of their assessments that contributed to the increase of the DRR to 1.35%.

On June 30, 2019, the DRR reached 1.40%, and the FDIC applied credits for banks with assets of less than $10.0 billion ("small bank credits") beginning September 30, 2019.

As of June 30, 2020, the DRR fell below the minimum DRR to 1.30%.

As a result, the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years of the plan establishment, by September 30, 2028.

The DRR was 1.26% as of September 30, 2022.

Since the DRR remained below the statutory minimum, the FDIC adopted a final rule in October 2022 increasing the assessment rate from three basis points to five basis points beginning with the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023).

In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35%.

Because the DRR fell below the minimum DRR the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years of the plan establishment, by September 30, 2028.

Then the FDIC adopted a final rule in October 2022 increasing the assessment rate from three basis points to five basis points beginning with the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023).

The revised rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35% by September 30, 2028.

As of December 31, 2024, the DRR remained below the statutory minimum of 1.35%.

As of December 31, 2025, the DRR was above the statutory minimum of 1.35%.

The FDIC rules further changed the method of determining risk-based assessment rates for established banks with less than $10.0 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk.

In the event Park’s total consolidated assets exceed $10.0 billion for four consecutive quarters, Park National

Bank will become subject to the FDIC’s large bank pricing methodology, which may result in a different, and potentially higher, assessment rate.

In the event Park’s total consolidated assets exceed $10.0 billion for four consecutive quarters, Park National Bank will become subject to the FDIC’s large bank pricing methodology, which may result in a different, and potentially higher, assessment rate.

Federal Home Loan Bank

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banking regulators issued capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”).

Community banking organizations, including Park and Park National Bank, began transitioning to the new rules on January 1, 2015.

The minimum capital requirements became effective on January 1, 2015;

whereas, the capital conservation buffer and deductions from common equity capital phased in from January 1, 2016 through January 1, 2019, and most deductions from common equity tier 1 capital phased in from January 1, 2015 through January 1, 2019.

The Basel III Capital Rules include:

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

In December 2018, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under CECL.

The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.

Concurrent with the enactment of the CARES Act, in March 2020, federal banking agencies issued an interim final rule that delayed the estimated impact on regulatory capital resulting from the adoption of CECL.

The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.

On August 26, 2020, the federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions.

The changes in the final rule applied only to those banking organizations that elected the CECL transition relief provided for under the rule.

Under the Consolidated Appropriations Act, 2021, bank holding companies and their affiliates had the option of postponing implementation of CECL until the earlier of (i) the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates or (ii) January 1, 2022.

Congress provided this reprieve for a variety of reasons, including the fact that COVID-19 had created a volatile, uncertain lending environment that may result in significant credit losses for banks.

Park adopted CECL on January 1, 2021.

In September 2019, consistent with Section 201 of the Regulatory Relief Act, the Federal Reserve Board, along with the other federal bank regulatory agencies, issued a final rule, effective January 1, 2020, that gave community banks, including Park National Bank, the option to calculate a simple leverage ratio to measure capital adequacy, if the community banks met certain requirements.

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This rule calculates the ratio of loans in excess of the supervisory loan-to-value limits (“LTV Limits”) using tier 1 capital plus the appropriate allowance for credit losses in the denominator.

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

This rule was adopted to allow

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

The federal banking agencies have established a system of prompt corrective action to resolve certain of the problems of undercapitalized depository institutions.

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For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

In order to be “well-capitalized,” a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and

maintain a specific capital level for any capital measure.

Park’s management believes that Park National Bank meets the ratio requirements to be deemed “well-capitalized” according to the guidelines described above.

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In addition, Park may not pay dividends that would cause Park to fail to satisfy the capital adequacy regulations applicable to bank holding companies which qualify as financial holding companies, including having a capital conservation buffer that is greater than 2.5%.

Park is subject to contractual restrictions on the declaration and payment of dividends under the terms of certain of Park's debt instruments.

Under the terms of the Indenture governing the $15.5 million of junior subordinated notes issued by Vision to the Vision Trust and the related Guarantee Agreement, Park, as successor to Vision in accordance with the First Supplemental

Indenture, is prohibited, subject to limited exceptions, from declaring or paying any dividends or distributions on any shares of its capital stock:

(i) if an event of default under the Indenture has occurred and continues;

(ii) if Park is in default with respect to the payment of any obligations under the Guarantee Agreement;

The Federal Reserve Board requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts.

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At December 31, 2025, the reserve requirement ratio remains at zero percent.

In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the "Volcker Rule").

The Volcker Rule placed limits on the trading activity of insured depository institutions and entities affiliated with depository institutions, subject to certain exceptions.

The Volcker Rule provision of the Dodd-Frank Act (the "Volcker Rule") placed limits on the trading activity of insured depository institutions and entities affiliated with depository institutions, subject to certain exceptions.

Such trading activity included the purchase or sale as principal of a security, derivative, commodity future, option or similar instrument in order to benefit from short-term price movements or to realize short-term profits.

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These guidelines describe the federal bank regulatory agencies' expectations for the creation, implementation and maintenance of an information security program, which is to include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities.

The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.

The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any

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

Cybersecurity

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One statement indicates that financial institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution.

The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the

rapid recovery, resumption and maintenance of the financial institution’s operations after a cybersecurity attack involving destructive malware.

The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cybersecurity attack involving destructive malware.

A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity attack.

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While to date, Park has not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, Park’s systems and those of its customers and third-party service providers are under constant threat and it is possible that Park could experience a significant event in the future.

Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers.

Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these

threats, as well as due to the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers.

See “ITEM 1A.

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The Patriot Act gives the U.S.

government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased

information sharing and broadened anti-money laundering requirements.

government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements.

Title III of the Patriot Act encourages information sharing among bank regulatory agencies and law enforcement bodies.

23 unchanged sentences

Park National Bank received a rating of "satisfactory" in its latest CRA examination.

On October 24, 2023, the federal banking agencies, including the OCC, issued a final rule designed to strengthen and modernize the regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type.

The applicability date for the majority of the changes to the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

The impact the changes to the CRA will have on Park National Bank’s operations cannot be predicted at this time, but is being evaluated.

Corporate Governance

2 unchanged sentences

The Board of Directors of Park has taken a series of actions to strengthen and improve Park’s already strong corporate governance practices in light of the rules of the SEC and NYSE American.

The Board of Directors has adopted and annually reviews charters for the Audit Committee, the Compensation Committee, the Executive Committee, the Nominating and Corporate Governance Committee (including as Exhibit A thereto, Corporate Governance Guidelines) and the Risk Committee, as well as a Code of Business Conduct and Ethics governing the directors, officers and associates of Park and Park's subsidiaries.

The Board of Directors has adopted and annually reviews charters for the Audit

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

Executive and Incentive Compensation

30 unchanged sentences

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

As a consumer finance company incorporated under Ohio law, Guardian Finance is subject to regulation and supervision by the ODFI.

ODFI regulation and supervision are designed to protect consumers and can affect the lending activities of Guardian Finance, including interest rates, loan terms, advertising and record retention.

If grounds provided by law exist, the ODFI may suspend or revoke an Ohio consumer finance company’s ability to make loans.

Legislative and Regulatory Initiatives

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business