What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-23 compared with 2025-02-24 · 51 added, 55 removed, 314 unchanged (25% of the section changed)

2 unchanged sentences

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

Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.

From 2021 to 2023, there was a significant rise in inflation, and the Federal Reserve Board raised certain benchmark interest rates in an effort to combat it.

Inflation and rapid increases in interest rates may lead to a decline in the trading value of previously issued government securities with interest rates below current market interest rates.

In addition, inflation generally increases the cost of goods and services we use in our business operations, which increases our noninterest expenses.

5 unchanged sentences

withdrawal from or significant renegotiation of trade agreements, trade wars, and other factors beyond our control may adversely affect our deposit levels and composition, the quality of our assets including investment securities available for purchase and the demand for loans, which, in turn, may adversely affect our earnings and capital.

Recent political developments, such as military conflicts in Ukraine and the Middle East, have resulted in substantial changes in economic and political conditions for the U.S.

Recent political developments, such as military conflicts in Ukraine, the Middle East, and Venezuela have resulted in substantial changes in economic and political conditions for the U.S.

and the remainder of the world.

16 unchanged sentences

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

Our lending and deposit gathering activities are concentrated primarily in Ohio, Kentucky, North Carolina and South Carolina.

Our lending and deposit gathering activities are concentrated primarily in Ohio, Kentucky, North Carolina, South Carolina and, as of February 1, 2026, Tennessee.

Our success depends on the general economic conditions of our primary market areas, particularly given that a significant portion of our lending relates to real estate located in these regions.

Adverse changes in the regional and general economic conditions could reduce our growth rate, impair our ability to collect payments on loans, increase loan delinquencies, increase problem assets and foreclosures, increase claims and lawsuits, increase devaluations recognized within our OREO

portfolio, decrease the demand for our products and services and decrease the value of collateral for loans, especially real estate values, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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

Business Operations Risks

18 unchanged sentences

Certain cybersecurity risks arise due to this access, including cybersecurity espionage, blackmail, ransom, malware, and theft.

We employ many preventive and detective controls to protect our assets, and we provide mandatory recurring information security training to all employees.

We employ many preventive and

detective controls to protect our assets, and we provide mandatory recurring information security training to all employees.

To date, we have not experienced any material losses relating to cybersecurity attacks or other information security breaches, but there can be no assurance that we will not suffer such attacks or attempted breaches, or incur resulting losses in the future.

risk and exposure to these matters remains heightened due to, among other factors, the evolving nature of these threats, our plans to continue to implement or expand Internet and mobile banking to meet customer demand, and the current economic and political environment.

Our risk and exposure to these matters remains heightened due to, among other factors, the evolving nature of these threats, our plans to continue to implement or expand Internet and mobile banking to meet customer demand, and the current economic and political environment.

As cybersecurity and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

22 unchanged sentences

Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.

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

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

We extend credit to a variety of customers based on certain internal standards and the judgment of our loan officers.

19 unchanged sentences

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

Up until 2020, Park's provision for credit losses had declined since the end of the most recent recession, which ended in June 2009, primarily due to improvement in general economic conditions, as well as actions taken by us to better manage our loan portfolio.

During 2020, Park experienced elevated provision for credit losses primarily due to the impact of COVID-19.

During 2021-2024, the provision fluctuated as a result of changes in economic forecasts and other assumptions.

The provision for credit losses fluctuates as a result of changes in charge-offs, economic forecasts and other assumptions.

If we were to experience higher levels of provision for credit losses, it could result in lower levels of net income.

Our expansion into Kentucky, South Carolina and North Carolina may also expose Park to additional geographic risk.

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

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

7 unchanged sentences

In addition, bank regulators periodically review our allowance for credit losses as part of their examination process and may require management to increase the allowance or recognize further loan charge-offs based on judgments different than those of management.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments – Credit Losses,” which replaced the incurred loss model with the CECL model, an expected loss model.

The accounting guidance was to have been adopted by Park as of January 1, 2020.

However, Section 4014 of the CARES Act provided financial institutions with optional temporary relief from having to comply with the CECL methodology which would have expired on December 31, 2020, and Section 540 of the Consolidated Appropriations Act, 2021 (the "CAA"), further extended the relief period to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates or January 1, 2022.

Park elected to delay the implementation of CECL following the approval of the CARES Act and the CAA, and adopted CECL as of January 1, 2021.

The accounting guidance under the CECL model requires banks to record, at the time of origination, credit losses expected throughout the life of financial assets measured at amortized cost, including loan receivables, HTM debt securities and reinsurance receivables, and off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investments in leases recognized by a lessor.

The accounting guidance under ASU 2016-13 “Financial Instruments – Credit Losses," requires banks to utilize the CECL model and record, at the time of origination, credit losses expected throughout the life of financial assets measured at amortized cost, including loan receivables, HTM debt securities and reinsurance receivables, and off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investments in leases recognized by a lessor.

Under the CECL model, we are required to use historical information, current conditions and reasonable and supportable forecasts to estimate the expected credit losses.

If the methodologies and assumptions we use in the CECL model prove to be incorrect, or inadequate, the allowance for credit losses may not be sufficient, resulting in the need for additional provisions for credit losses to be recorded, which could have a material adverse impact on our financial condition and results of operations.

As a result of the implementation of the CECL model, the time horizon over which we are required to estimate future credit losses expanded, which could result in increased volatility in future provisions for credit losses.

The CECL model uses a life-of-loan time horizon over which we are required to estimate future credit losses, which could result in volatility in future provisions for credit losses.

We may also experience a higher or more volatile provision for credit losses due to higher levels of nonperforming loans and net charge-offs if commercial and consumer customers are unable to make scheduled loan payments.

14 unchanged sentences

During the ordinary course of business, we foreclose on and take title to properties securing certain loans.

In doing so, there is a risk that hazardous or toxic substances

could be found on these properties.

In doing so, there is a risk that hazardous or toxic substances could be found on these properties.

If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage.

52 unchanged sentences

If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

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

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

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

8 unchanged sentences

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

Although we have paid a dividend on our common shares every quarter since becoming a public company, our Board of Directors reviews the dividend on a quarterly basis and establishes the dividend rate based on our financial condition, results of operations, capital and other regulatory requirements, and other factors that our Board of Directors deems relevant.

As a financial holding company, we are a legal entity separate and distinct from our subsidiaries and affiliates.

Our principal source of funds to pay dividends on our common shares and service our debt is dividends from our subsidiaries.

In the event our

subsidiaries become unable to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common shares.

In the event our subsidiaries become unable to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common shares.

Accordingly, our inability to receive dividends from our subsidiaries could also have a material adverse effect on our business, financial condition and results of operations.

7 unchanged sentences

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

We are party to a number of derivative transactions.

Many of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling the position difficult.

We carry borrowings which contain embedded derivatives.

These borrowing arrangements require that we deliver underlying securities to the counterparty as collateral.

We are currently party to a limited number of derivative transactions.

However, some of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling the position difficult.

We are dependent on the creditworthiness of the counterparties and are therefore susceptible to credit and operational risk in these situations.

13 unchanged sentences

Even the reduction of regulatory restrictions could have an adverse effect on us and our shareholders if such lessening of restrictions increases competition within our industry or our market area.

In light of conditions in the global financial markets and the global economy that occurred in the last two decades, regulators have increased their focus on the regulation of the financial services industry.

Most recently, the U.S.

Congress and the federal agencies regulating the financial services industry have acted on an unprecedented scale in responding to the stresses experienced in the global financial markets.

Some of the laws enacted by the U.S.

Congress and regulations promulgated by federal bank regulatory agencies subject us, and other financial institutions to which such laws and regulations apply, to additional restrictions, oversight and costs that may have an impact on our business, results of operations or the trading price of our common shares.

In addition to laws, regulations and supervisory and enforcement actions directed at the operations of financial institutions, proposals to reform the housing finance market consider significant changes to Fannie Mae and Freddie Mac, which could negatively affect our sales of loans.

In light of conditions in the global financial markets and the global economy that occurred in the last two decades, regulators have, at times, increased their focus on the regulation of the financial services industry.

The current administration has pursued a regulatory reform agenda that is significantly different than the prior administration, including a lessening of certain regulatory burdens and enforcement priorities for the federal banking agencies.

This evolving regulatory and supervisory environment creates uncertainty about the timing and scope of future laws, regulations, policies and priorities.

Further, it is possible that future administrations may have a different view of regulatory reform and supervision of the financial services industry.

Increased rules or regulations promulgated by federal bank regulatory agencies in the future may subject us, and other financial institutions to which such laws and regulations apply, to additional restrictions, oversight and costs that may have an impact on our business, results of operations or the trading price of our common shares.

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

8 unchanged sentences

The FDIC has adopted rules revising the FDIC's assessments in a manner benefiting banks with assets totaling less than $10 billion.

With the acquisition of First Citizen's on February 1, 2026, Park National Bank will become subject to the FDIC’s large bank pricing methodology, which may result in a different, and potentially higher, assessment rate.

There can be no assurance, however, that assessments will not be changed in the future.

16 unchanged sentences

If the model we use for determining our expected credit losses is inadequate, the allowance for credit losses may not be sufficient to support charge-offs.

If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial

instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments.

If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments.

Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

1 unchanged sentence

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

We have completed various acquisitions of other financial institutions and branches and assets of other financial institutions in the past, including our recent acquisition of First Citizens and its banking subsidiary, First Citizens National Bank, on February 1, 2026.

We may acquire other financial institutions, or branches or assets of other financial institutions, in the future.

19 unchanged sentences

We may expend substantial time and resources pursing potential acquisitions which may not be consummated because regulatory approval or other closing conditions are not satisfied.

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

The success of the merger with First Citizens will depend, in part, on our ability to realize the anticipated cost savings from combining the businesses of Park and First Citizens.

To realize the anticipated benefits and cost savings from the merger, we must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized.

If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected.

In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger.

Integration efforts may also divert management attention and resources.

These integration matters could have an adverse effect on us during this transition period and for an undetermined period after the merger’s completion.

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

We have significant investments in financial service office premises and equipment for our financial service office network, including 87 financial service offices as well as our retail work force and other financial service office banking assets.

We have significant investments in financial service office premises and equipment for our financial service office network, including, as of December 31, 2025, 87 financial service offices as well as our retail work force and other financial service office banking assets.

Advances in technology such as e-commerce, telephone, internet and mobile banking, and in-branch self-service technologies including automatic teller machines and other equipment, as well as changing customer preferences for these other methods of accessing our products and services, could affect the value of our financial service office network or other retail distribution assets and may cause us to change our retail distribution strategy, close and/or sell certain financial service offices and restructure or reduce our remaining financial service offices and work force.

4 unchanged sentences

As of December 31, 2025, Park had total consolidated assets of $9.8 billion.

However, should our total consolidated assets exceed $10.0 billion, Park and Park National Bank will become subject to heightened regulatory requirements stemming largely from the Dodd-Frank Act.

With the February 1, 2026 acquisition of First Citizens, Park expects that the total consolidated assets of Park will exceed $10.0 billion at December 31, 2026, subjecting Park and Park National Bank to heightened regulatory requirements stemming largely from the Dodd-Frank Act.

These requirements include, but are not limited to, the following:

5 unchanged sentences

and (vi) no longer being eligible to elect to be subject to the CBLR.

The imposition of these regulatory requirements and increased supervision, should the $10.0 billion threshold be crossed, may require the additional commitment of financial resources to regulatory compliance and may increase Park National Bank’s cost of operations and provide greater limitations on the products and services that can be offered.

The imposition of these regulatory requirements and increased supervision, may require the additional commitment of financial resources to regulatory compliance and may increase Park National Bank’s cost of operations and provide greater limitations on the products and services that can be offered.

Compliance with these additional ongoing requirements may necessitate additional personnel, the design and implementation of additional internal controls, or the incurrence of other significant expenses, any of which could have a significant adverse effect on our business, financial condition, or results of operations.

23 unchanged sentences

In addition, our customers are subject to a wide variety of federal, state and local taxes.

Changes in taxes paid by our customers

may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products.

Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products.

In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

8 unchanged sentences

District Court for the Southern District of Ohio, Eastern Division.

On February 28, 2023, Park National Bank reached an agreement with the DOJ to increase the efforts of Park National Bank to promote home lending in the Columbus, Ohio market.

The agreement, which is reflected in the consent order filed on February 28, 2023, in the U.S.

District Court for the Southern District of Ohio, Eastern Division (the “DOJ Consent Order”) and approved on March 2, 2023 by that Court, serves to voluntarily resolve all claims of the U.S.

alleging that Park National Bank’s mortgage lending practices within the Columbus, Ohio Metropolitan Statistical Area violated the Fair Housing Act and the Equal Credit Opportunity Act.

In accordance with the terms of the DOJ Consent Order, Park National Bank will invest a minimum of $7.75 million over five years in a loan subsidy fund to increase credit opportunities for home mortgage loans, home improvement loans, home refinance loans and home equity loans and lines of credit for consumers applying for loans in majority-minority census tracts ("MMCTs") in Fairfield, Franklin, Hocking, Licking, Morrow and Perry counties in Ohio (the “Columbus Lending Area”).

Park National Bank will also devote a minimum of $500,000 over five years toward one or more community development partnership programs that provide services to residents of MMCTs in the Columbus Lending Area related to credit, financial education, homeownership and foreclosure prevention;

and at least $750,000 over five years toward advertising, community outreach, consumer financial education and credit counseling in the Columbus Lending Area.

Park National Bank will also establish one new mortgage loan production office and one new full-service branch in MMCTs in the Columbus Lending Area and hire four lenders, one of whom will be Spanish-speaking, focused on serving these communities.

In addition, Park National Bank will continue to maintain, throughout the term of the DOJ Consent Order, Park National Bank’s full-time Director of Community Home Lending and Development position, who will oversee Park National Bank’s lending in MMCTs in the Columbus Lending Area.

Park is committed to investing at least $9.0 million over five years and will record the related expenses incurred in the

period in which the associated activities occur.

Through its first two years, Park National Bank is in full compliance with the DOJ Consent Order and on target to complete its compliance with the DOJ Consent Order within the required five-year period.

Continuing to achieve compliance may continue to require management attention, may affect Park’s financial performance, and may require Park to allocate resources away from existing businesses or to undertake significant changes to our businesses, operations, products and services, and risk management practices.

In addition, Park and Park National Bank could be subject to other enforcement actions relating to the alleged violations resolved by the DOJ Consent Order.

Park National Bank (“Park”) is subject to a Consent Order with the U.S.

Department of Justice (“DOJ”), approved on March 2, 2023, by the U.S.

District Court for the Southern District of Ohio.

This Consent Order resolved allegations regarding Park’s mortgage lending practices within the Columbus, Ohio Metropolitan Statistical Area ("Columbus Lending Area").

Park is in full compliance with all obligations to date and intends to fully comply with the remaining terms of the Consent Order through its expiration in 2028.

Under the terms of the Consent Order, Park committed to the following over a five-year period:

an investment of at least $7.75 million to increase credit opportunities in majority-black and Hispanic census tracts within the Columbus Lending Area;

a minimum of $500,000 for community development partnerships and $750,000 for advertising and consumer education;

and to maintain one new full-service branch, one mortgage loan production office, and four specialized mortgage lenders focused on community lending.

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

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 1A. Risk Factors