8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 19, 2024

PARK NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street,	P.O. Box 3500,	Newark,	Ohio	43058-3500
(Address of principal executive offices) (Zip Code)

(740)	349-8451
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company   ☐

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

1

Item 2.02 - Results of Operations and Financial Condition

On April 19, 2024, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three months ended March 31, 2024. A copy of the Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Non-U.S. GAAP Financial Measures

Item 7.01 of this Current Report on Form 8-K as well as the Financial Results News Release contain non-U.S. GAAP (generally accepted accounting principles in the United States or "U.S. GAAP") financial measures where management believes them to be helpful in understanding Park’s results of operations or financial position. Where non-U.S. GAAP financial measures are used, the comparable U.S. GAAP financial measures, as well as the reconciliation from the comparable U.S. GAAP financial measures, can be found in the Financial Results News Release.

Items Impacting Comparability of Period Results

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

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

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

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

Non-U.S. GAAP Financial Measures

Park's management uses certain non-U.S. GAAP financial measures to evaluate Park's performance. Specifically, management reviews the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income.

Management has included in the Financial Results News Release information relating to the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income for the three months ended and at March 31, 2024, December 31, 2023, and March 31, 2023. For the purpose of calculating the annualized return on average tangible equity, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the annualized return on average tangible assets, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the tangible equity to tangible assets ratio, a non-U.S. GAAP financial measure, tangible equity is divided by tangible assets. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at period end. Tangible assets equal total assets less goodwill and other intangible assets, in each case at period end. For the purpose of calculating tangible book value per common share, a non-U.S. GAAP financial measure, tangible equity is divided by the number of common shares outstanding, in each case at period end. For the purpose of calculating pre-tax, pre-provision net income, a non-U.S. GAAP financial measure, income taxes and the provision for credit losses are added back to net income, in each case during the applicable period.

2

Management believes that the disclosure of the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with U.S. GAAP, assists in analyzing Park's operating performance, ensures comparability of operating performance from period to period, and facilitates comparisons with the performance of Park's peer financial holding companies and bank holding companies, while eliminating certain non-operational effects of acquisitions. In the Financial Results News Release, Park has provided a reconciliation of average tangible equity from average shareholders' equity, average tangible assets from average assets, tangible equity from total shareholders' equity, tangible assets from total assets, and pre-tax, pre-provision net income from net income solely for the purpose of complying with SEC Regulation G and not as an indication that the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income are substitutes for the annualized return on average equity, the annualized return on average assets, the total shareholders' equity to total assets ratio, book value per common share and net income, respectively, as determined in accordance with U.S. GAAP.

FTE (fully taxable equivalent) Financial Measures

Interest income, yields, and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a corporate federal statutory tax rate of 21 percent. In the Financial Results News Release, Park has provided a reconciliation of FTE interest income solely for the purpose of complying with SEC Regulation G and not as an indication that FTE interest income, yields and ratios are substitutes for interest income, yields and ratios, as determined in accordance with U.S. GAAP.

Item 7.01 - Regulation FD Disclosure

Financial Results

Net income for the three months ended March 31, 2024 of $35.2 million represented an $1.5 million, or 4.4%, increase compared to $33.7 million for the three months ended March 31, 2023. Pre-tax, pre-provision net income for the three months ended March 31, 2024 of $44.6 million represented a $4.5 million, or 11.3%, increase compared to $40.1 million for the three months ended March 31, 2023.

Net income for each of the three months ended March 31, 2024, December 31, 2023 and March 31, 2023, included several items of income and expense that impacted comparability of period results. These items are detailed in the "Financial Reconciliations" section within the Financial Results News Release.

The following discussion provides additional information regarding Park.

Park National Corporation (Park)

The following table reflects the net income for the first quarters (the three months ended March 31) of 2024 and 2023, and for the years ended December 31, 2023 and 2022.

(In thousands)	Q1 2024		Q1 2023		2023		2022
Net interest income	$	95,623	$	92,198	$	373,113	$	347,059
Provision for credit losses	2,180		183		2,904		4,557
Other income	26,200		24,387		92,634		135,935
Other expense	77,228		76,503		309,239		297,978
Income before income taxes	$	42,415	$	39,899	$	153,604	$	180,459
Income tax expense	7,211		6,166		26,870		32,108
Net income	$	35,204	$	33,733	$	126,734	$	148,351

Net interest income of $95.6 million for the three months ended March 31, 2024 represented a $3.4 million, or 3.7%, increase compared to $92.2 million for the three months ended March 31, 2023. The increase was a result of a $15.7 million increase in interest income, partially offset by a $12.3 million increase in interest expense.

3

The $15.7 million increase in interest income was due to a $19.6 million increase in interest income on loans partially offset by a $3.9 million decrease in investment income. The $19.6 million increase in interest income on loans was primarily the result of a $383.4 million (or 5.40%) increase in average loans, from $7.10 billion for the three months ended March 31, 2023 to $7.48 billion for the three months ended March 31, 2024, as well as an increase in the yield on loans, which increased 75 basis points to 5.99% for the three months ended March 31, 2024, compared to 5.24% for the three months ended March 31, 2023. The $3.9 million decrease in investment income was primarily the result of a decrease in average investments, including money market investments, from $2.17 billion for the three months ended March 31, 2023 to $1.57 billion for the three months ended March 31, 2024. The decrease in average investments was partially offset by an increase in the yield on investments, including money market investments, which increased 31 basis points to 4.06% for the three months ended March 31, 2024, compared to 3.75% for the three months ended March 31, 2023.

The $12.3 million increase in interest expense was due to a $11.6 million increase in interest expense on deposits, as well as a $0.7 million increase in interest expense on borrowings. The increase in interest expense on deposits was the result of a $167.4 million (or 3.06%) increase in average on-balance sheet interest bearing deposits from $5.48 billion for the three months ended March 31, 2023, to $5.64 billion for the three months ended March 31, 2024, as well as an increase in the cost of deposits of 79 basis points, from 1.15% for the three months ended March 31, 2023 to 1.94% for the three months ended March 31, 2024. The increase in on-balance sheet interest bearing deposits was due to an increase in brokered deposits, bid CD deposits, time deposits and transaction accounts, which was partially offset by decreases in savings accounts. During the three months ended March 31, 2024 and 2023, Park continued to participate in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet.

The provision for credit losses of $2.2 million for the three months ended March 31, 2024 represented an increase of $2.0 million, compared to $183,000 for the three months ended March 31, 2023. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional details regarding the level of the provision for credit losses recognized in each period presented.

The table below reflects Park's total other income for the three months ended March 31, 2024 and 2023.

(Dollars in thousands)	2024		2023		$ change		% change
Other income:
Income from fiduciary activities	$	10,024	$	8,615	$	1,409	16.4	%
Service charges on deposit accounts	2,106		2,241		(135)		(6.0)	%
Other service income	2,524		2,697		(173)		(6.4)	%
Debit card fee income	6,243		6,457		(214)		(3.3)	%
Bank owned life insurance income	2,629		1,185		1,444		N.M.
ATM fees	496		533		(37)		(6.9)	%
Gain (loss) on the sale of OREO, net	121		(9)		130		N.M.
Loss on sale of debt securities, net	(398)		—		(398)		N.M.
Loss on equity securities, net	(687)		(405)		(282)		N.M.
Other components of net periodic benefit income	2,204		1,893		311		16.4	%
Miscellaneous	938		1,180		(242)		(20.5)	%
Total other income	$	26,200	$	24,387	$	1,813	7.4	%

Other income of $26.2 million for the three months ended March 31, 2024 represented an increase of $1.8 million, or 7.4%, compared to $24.4 million for the three months ended March 31, 2023. The $1.4 million increase in income from fiduciary activity was largely due to an increase in the market value of assets under management. The $1.4 million increase in bank owned life insurance income was primarily related to death benefits received during the three months ended March 31, 2024. The change in loss on sale of debt securities, net was due to net losses on the sale of debt securities of $398,000 recorded during the three months ended March 31, 2024. No loss on sale of debt securities, net was recorded during the three months ended March 31, 2023. The $282,000 change in loss on equity securities, net, was due to fair value adjustments on equity securities. The $311,000 increase in other components of net periodic benefit income was largely due to an increase in the expected return on plan assets, and was partially offset by an increase in interest cost.

4

The table below reflects Park's total other expense for the three months ended March 31, 2024 and 2023.

(Dollars in thousands)	2024		2023		$ change		% change
Other expense:
Salaries	$	35,733	$	34,871	$	862	2.5	%
Employee benefits	11,560		10,816		744		6.9	%
Occupancy expense	3,181		3,353		(172)		(5.1)	%
Furniture and equipment expense	2,583		3,246		(663)		(20.4)	%
Data processing fees	8,808		8,750		58		0.7	%
Professional fees and services	6,817		7,221		(404)		(5.6)	%
Marketing	1,741		1,319		422		32.0	%
Insurance	1,718		1,814		(96)		(5.3)	%
Communication	1,036		1,037		(1)		(0.1)	%
State tax expense	1,110		1,278		(168)		(13.1)	%
Amortization of intangible assets	320		327		(7)		(2.1)	%
Miscellaneous	2,621		2,471		150		6.1	%
Total other expense	$	77,228	$	76,503	$	725	0.9	%

Total other expense of $77.2 million for the three months ended March 31, 2024 represented an increase of $725,000, or 0.9%, compared to $76.5 million for the three months ended March 31, 2023. The increase in salaries expense was primarily related to increases in base salary expense, partially offset by decreases in share-based compensation expense, additional compensation expense and officer incentive compensation expense. The increase in employee benefits expense was primarily related to increases in group insurance expense and retirement benefit expense. The decrease in furniture and equipment expense was primarily due to decreases in depreciation expense and maintenance and repairs expense. The decrease in professional fees and services expense was primarily due to decreases in legal expenses and other fees expense, partially offset by increases in credit services expense.

The table below provides certain balance sheet information and financial ratios for Park as of or for the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023.

(Dollars in thousands)	March 31, 2024		December 31, 2023		March 31, 2023		% change from 12/31/23		% change from 3/31/23
Loans	7,525,005		7,476,221		7,093,857		0.65	%	6.08	%
Allowance for credit losses	85,084		83,745		85,946		1.60	%	(1.00)	%
Net loans	7,439,921		7,392,476		7,007,911		0.64	%	6.16	%
Investment securities	1,339,747		1,429,144		1,800,410		(6.26)	%	(25.59)	%
Total assets	9,881,077		9,836,453		9,856,981		0.45	%	0.24	%
Total deposits	8,306,032		8,042,566		8,294,444		3.28	%	0.14	%
Average assets (1)	9,863,378		9,957,554		10,058,880		(0.95)	%	(1.94)	%
Efficiency ratio (2)	63.07	%	65.87	%	65.10	%	(4.25)	%	(3.12)	%
Return on average assets (3)	1.44	%	1.27	%	1.36	%	13.39	%	5.88	%

(1) Average assets for the three months ended March 31, 2024 and 2023 and for the year ended December 31, 2023.

(2) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate. The taxable equivalent adjustments were $616,000 and $926,000 for the three months ended March 31, 2024 and 2023 and $3.7 million for the year ended December 31, 2023.

(3) Annualized for the three months ended March 31, 2024 and 2023.

5

Loans

Loans outstanding at March 31, 2024 were $7.53 billion, compared to (i) $7.48 billion at December 31, 2023, an increase of $48.8 million, and (ii) $7.09 billion at March 31, 2023, an increase of $431.1 million. The table below breaks out the change in loans outstanding, by loan type.

(Dollars in thousands)	March 31, 2024		December 31, 2023		March 31, 2023		$ change from 12/31/23		% change from 12/31/23		$ change from 3/31/23		% change from 3/31/23
Home equity	$	177,094	$	174,621	$	164,736	$	2,473	1.4	%	$	12,358	7.5	%
Installment	1,947,215		1,950,304		1,914,921		(3,089)		(0.2)	%	32,294		1.7	%
Real estate	1,359,193		1,340,169		1,210,045		19,024		1.4	%	149,148		12.3	%
Commercial	4,038,327		4,007,941		3,803,948		30,386		0.8	%	234,379		6.2	%
Other	3,176		3,186		207		(10)		(0.3)	%	2,969		N.M.
Total loans	$	7,525,005	$	7,476,221	$	7,093,857	$	48,784	0.7	%	$	431,148	6.1	%

Park's allowance for credit losses was $85.1 million at March 31, 2024, compared to $83.7 million at December 31, 2023, an increase of $1.3 million, or 1.6%. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional information regarding Park's loan portfolio and the level of provision for credit losses recognized in each period presented.

Deposits

Total deposits at March 31, 2024 were $8.31 billion, compared to (i) $8.04 billion at December 31, 2023, an increase of $263.5 million and (ii) $8.29 billion at March 31, 2023, an increase of $11.6 million. During the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023, Park participated in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet, as deposits increased significantly throughout the COVID-19 pandemic. At March 31, 2024, December 31, 2023 and March 31, 2023, Park had $2.3 million, $1.2 million and $164.6 million, respectively, in deposits which were off-balance sheet. Total deposits would have increased $264.6 million, or 3.3%, compared to December 31, 2023 and would have decreased $150.7 million, or 1.8%, had the $2.3 million, $1.2 million and $164.6 million in deposits remained on the balance sheet at the respective dates.

(Dollars in thousands)	March 31, 2024		December 31, 2023		March 31, 2023		$ change from 12/31/23		% change from 12/31/23		$ change from 3/31/23		% change from 3/31/23
Non-interest bearing deposits	$	2,587,152	$	2,628,234	$	2,922,242	$	(41,082)	(1.6)	%	$	(335,090)	(11.5)	%
Transaction accounts	2,270,677		2,064,512		2,170,814		206,165		10.0	%	99,863		4.6	%
Savings	2,604,012		2,543,220		2,669,537		60,792		2.4	%	(65,525)		(2.5)	%
Certificates of deposit	663,859		641,615		531,851		22,244		3.5	%	132,008		24.8	%
Brokered and bid cd deposits	180,332		164,985		—		15,347		9.3	%	180,332		N.M.
Total deposits	$	8,306,032	$	8,042,566	$	8,294,444	$	263,466	3.3	%	$	11,588	0.1	%
Off balance sheet deposits	2,279		1,185		164,600		1,094		92.3	%	(162,321)		(98.6)	%
Total deposits including off balance sheet deposits	$	8,308,311	$	8,043,751	$	8,459,044	$	264,560	3.3	%	$	(150,733)	(1.8)	%

Park's deposits grew during the COVID pandemic and have declined toward pre-pandemic levels throughout 2022 and 2023. As previously noted, in order to manage the impact of this growth on its balance sheet, Park has utilized a program where certain deposit balances are transferred off balance sheet while maintaining the customer relationship. Park is able to increase or decrease the amount of deposit balances transferred off balance sheet based on its balance sheet management strategies and liquidity needs. The balance of deposits transferred off balance sheet has declined as deposit balances have declined toward pre-pandemic levels.

6

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

(Dollars in thousands)	March 31, 2024			December 31, 2023			December 31, 2022			December 31, 2021			December 31, 2020			December 31, 2019
Retail deposits	$	4,027,777		$	4,080,372		$	4,388,394		$	4,416,228		$	4,025,852		$	3,748,039
Commercial deposits	4,097,923			3,797,209			3,846,321			3,488,300			3,535,578			3,233,269
Brokered and bid CD deposits	180,332			164,985			—			—			10,928			71,304
Total deposits	$	8,306,032		$	8,042,566		$	8,234,715		$	7,904,528		$	7,572,358		$	7,052,612
Off balance sheet deposits	2,279			1,185			195,937			983,053			710,101			—
Total deposits including off balance sheet deposits	$	8,308,311		$	8,043,751		$	8,430,652		$	8,887,581		$	8,282,459		$	7,052,612
$ change from prior period end	$	264,560		$	(386,901)		$	(456,929)		$	605,122		$	1,229,847
% change from prior period end	3.3		%	(4.6)		%	(5.1)		%	7.3		%	17.4		%

During the three months ended March 31, 2024, total deposits including off balance sheet deposits increased by $264.6 million, or 3.3%. This increase consisted of a $300.7 million increase in total commercial deposits, a $15.3 million increase in brokered and bid CD deposits and a $1.1 million increase in off balance sheet deposits, partially offset by a $52.6 million decrease in total retail deposits. The majority of off balance sheet deposits are commercial and thus impact the increase in commercial deposits as the deposits are moved back onto the balance sheet.

The table below breaks out the change in deposit balance, by deposit type, for March 31, 2024 compared to March 31, 2023.

(Dollars in thousands)	March 31, 2024		March 31, 2023		$ change from 3/31/23		% change from 3/31/23
Retail deposits	$	4,027,777	$	4,263,947	$	(236,170)	(5.5)	%
Commercial deposits	4,097,923		4,030,497		67,426		1.7	%
Brokered and bid CD deposits	180,332		—		180,332		N.M.
Total deposits	$	8,306,032	$	8,294,444	$	11,588	0.1	%
Off balance sheet deposits	2,279		164,600		(162,321)		(98.6)	%
Total deposits including off balance sheet deposits	$	8,308,311	$	8,459,044	$	(150,733)	(1.8)	%

At March 31, 2024, total deposits including off balance sheet deposits decreased by $150.7 million, or 1.8%, to $8.31 billion compared to $8.46 billion at March 31, 2023. This decrease consisted of a $236.2 million decrease in total retail deposits and a $162.3 million decrease in off balance sheet deposits, partially offset by a $180.3 million increase in brokered and bid CD deposits and a $67.4 million increase in total commercial deposits. The majority of off balance sheet deposits are commercial and thus impact the increase in commercial deposits as the deposits are moved back onto the balance sheet.

Included in the total commercial deposits and off balance sheet deposits shown in the previous tables are public fund deposits. These balances fluctuate based on seasonality and the cycle of collection and remittance of tax funds. The following table details the change in public fund deposits.

(Dollars in thousands)	March 31, 2024			December 31, 2023			March 31, 2023			December 31, 2022			December 31, 2021			December 31, 2020			December 31, 2019
Total public fund deposits	$	1,603,490		$	1,213,418		$	1,518,319		$	1,335,400		$	1,548,217		$	1,406,101		$	1,293,090
$ change from prior period end	$	390,072		$	(304,901)		$	182,919		$	(212,817)		$	142,116		$	113,011
% change from prior period end	32.1		%	(20.1)		%	13.7		%	(13.7)		%	10.1		%	8.7		%

As of March 31, 2024, Park had approximately $1.4 billion of uninsured deposits, which was 16.8% of total deposits. Uninsured deposits of $1.4 billion included $410.0 million of deposits that were over $250,000 but were fully collateralized by Park's investment securities portfolio.

Credit Metrics and Provision for Credit Losses

Park reported a provision for credit losses for the three months ended March 31, 2024 of $2.2 million, compared to $183,000 for the three months ended March 31, 2023. Net charge-offs were $841,000, or 0.05% annualized, of total average loans, for the

7

three months ended March 31, 2024, compared to net recoveries of $1,000, or 0.00% annualized, of total average loans, for the three months ended March 31, 2023.

The table below provides additional information related to Park's allowance for credit losses as of March 31, 2024, December 31, 2023 and March 31, 2023.

(Dollars in thousands)	3/31/2024			12/31/2023			3/31/2023
Total allowance for credit losses	$	85,084		$	83,745		$	85,946
Allowance on accruing purchased credit deteriorated ("PCD") loans	—			—			—
Specific reserves on individually evaluated loans	5,032			4,983			4,318
General reserves on collectively evaluated loans	$	80,052		$	78,762		$	81,628
Total loans	$	7,525,005		$	7,476,221		$	7,093,857
Accruing PCD loans	2,454			2,835			4,555
Individually evaluated loans	54,742			45,215			59,384
Collectively evaluated loans	$	7,467,809		$	7,428,171		$	7,029,918
Total allowance for credit losses as a % of total loans	1.13		%	1.12		%	1.21		%
General reserve as a % of collectively evaluated loans	1.07		%	1.06		%	1.16		%

The total allowance for credit losses of $85.1 million at March 31, 2024 represented a $1.3 million, or 1.6%, increase compared to $83.7 million at December 31, 2023. The increase was due to a $1.3 million increase in general reserves and a $49,000 increase in specific reserves.

As part of its quarterly allowance process, Park evaluates certain industries which are more likely to be under economic stress in the current environment. The office sector continues to face challenges as it adjusts to the new normal of work from home brought on by the pandemic. Nationally, office properties in downtown and urban business districts are seeing the most stress. As of March 31, 2024, Park had $224.2 million of loans which were fully or partially secured by non-owner-occupied office space, $222.6 million of which were accruing. This portfolio is not currently exhibiting signs of stress, but Park continues to monitor this portfolio, and others, for signs of deterioration.

8

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Risks and uncertainties that could cause actual results to differ materially include, without limitation:

◦Park's ability to execute our business plan successfully and within the expected timeframe as well as our ability to manage strategic initiatives;

◦current and future economic and financial market conditions, either nationally or in the states in which Park and our subsidiaries do business, that may reflect deterioration in business and economic conditions, including the effects of higher unemployment rates or labor shortages, the impact of persistent inflation, the impact of continued elevated interest rates, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, U.S. fiscal debt, budget and tax matters, geopolitical matters (including the impact of the Russia-Ukraine conflict and associated sanctions and export controls as well as the Israel-Hamas conflict), and any slowdown in global economic growth, any of which may result in adverse impacts on the demand for loan, deposit and other financial services, delinquencies, defaults and counterparties' inability to meet credit and other obligations and the possible impairment of collectability of loans;

◦factors that can impact the performance of our loan portfolio, including changes in real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance;

◦the effect of monetary and other fiscal policies (including the impact of money supply, ongoing increasing market interest rate policies and policies impacting inflation, of the Federal Reserve Board, the U.S. Treasury and other governmental agencies) as well as disruption in the liquidity and functioning of U.S. financial markets, may adversely impact prepayment penalty income, mortgage banking income, income from fiduciary activities, the value of securities, deposits and other financial instruments, in addition to the loan demand and the performance of our loan portfolio, and the interest rate sensitivity of our consolidated balance sheet as well as reduce net interest margins;

◦changes in the federal, state, or local tax laws may adversely affect the fair values of net deferred tax assets and obligations of state and political subdivisions held in Park's investment securities portfolio and otherwise negatively impact our financial performance;

◦the impact of the changes in federal, state and local governmental policy, including the regulatory landscape, capital markets, elevated government debt, potential changes in tax legislation that may increase tax rates, government shutdown, infrastructure spending and social programs;

◦changes in laws or requirements imposed by Park's regulators impacting Park's capital actions, including dividend payments and stock repurchases;

◦changes in consumer spending, borrowing and saving habits, whether due to changes in retail distribution strategies, consumer preferences and behaviors, changes in business and economic conditions, legislative and regulatory initiatives, or other factors may be different than anticipated;

◦changes in customers', suppliers', and other counterparties' performance and creditworthiness, and Park's expectations regarding future credit losses and our allowance for credit losses, may be different than anticipated due to the continuing impact of and the various responses to inflationary pressures and continued elevated interest rates;

◦Park may have more credit risk and higher credit losses to the extent there are loan concentrations by location or industry of borrowers or collateral;

◦the volatility from quarter to quarter of mortgage banking income, whether due to interest rates, demand, the fair value of mortgage loans, or other factors;

◦the adequacy of our internal controls and risk management program in the event of changes in the market, economic, operational (including those which may result from our associates working remotely), asset/liability repricing, legal, compliance, strategic, cybersecurity, liquidity, credit and interest rate risks associated with Park's business;

◦competitive pressures among financial services organizations could increase significantly, including product and pricing pressures (which could in turn impact our credit spreads), changes to third-party relationships and revenues, changes in the manner of providing services, customer acquisition and retention pressures, and Park's ability to attract, develop and retain qualified banking professionals;

◦uncertainty regarding the nature, timing, cost and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and our subsidiaries, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, FDIC insurance premium levels, pensions, bankruptcy, consumer protection, rent regulation and housing, financial accounting and reporting, environmental protection, insurance, bank products and services, bank and bank holding company capital and liquidity standards, fiduciary standards, securities and other aspects of the financial services industry;

◦Park's ability to meet heightened supervisory requirements and expectations;

◦the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, may adversely affect Park's reported financial condition or results of operations;

◦Park's assumptions and estimates used in applying critical accounting policies and modeling which may prove unreliable, inaccurate or not predictive of actual results;

◦the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions;

9

◦Park's ability to anticipate and respond to technological changes and Park's reliance on, and the potential failure of, a number of third-party vendors to perform as expected, including Park's primary core banking system provider, which can impact Park's ability to respond to customer needs and meet competitive demands;

◦operational issues stemming from and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which Park and our subsidiaries are highly dependent;

◦Park's ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks, including those of Park's third-party vendors and other service providers, which may prove inadequate, and could adversely affect customer confidence in Park and/or result in Park incurring a financial loss;

◦a failure in or breach of Park's operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber attacks;

◦the impact on Park's business and operating results of any costs associated with obtaining rights in intellectual property claimed by others and of the adequacy of Park's intellectual property protection in general;

◦the existence or exacerbation of general geopolitical instability and uncertainty as well as the effect of trade policies (including the impact of potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, closing of border crossings and changes in the relationship of the U.S. and its global trading partners);

◦the impact on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the growth rates and financial stability of certain sovereign governments, supranationals and financial institutions in Europe and Asia and the risk they may face difficulties servicing their sovereign debt;

◦the effect of a fall in stock market prices on Park's asset and wealth management businesses;

◦our litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims, the costs and effects of unfavorable resolution of regulatory and other governmental examinations or other inquiries, and liabilities and business restrictions resulting from litigation and regulatory investigations;

◦continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends;

◦the impact on Park's business, personnel, facilities or systems of losses related to acts of fraud, scams and schemes of third parties;

◦the impact of widespread natural and other disasters, pandemics (including the COVID-19 pandemic), dislocations, regional or national protests and civil unrest (including any resulting branch closures or damages), military or terrorist activities or international hostilities (especially in light of the Russia-Ukraine conflict and the Israel-Hamas conflict) on the economy and financial markets generally and on us or our counterparties specifically;

◦the potential further deterioration of the U.S. economy due to financial, political, or other shocks;

◦the effect of healthcare laws in the U.S. and potential changes for such laws which may increase our healthcare and other costs and negatively impact our operations and financial results;

◦the impact of larger or similar-sized financial institutions encountering problems which may adversely affect the banking industry and/or Park's business generation and retention, funding and liquidity, including potential increased regulatory requirements and increased reputational risk and potential impacts to macroeconomic conditions;

◦Park's continued ability to grow deposits or maintain adequate deposit levels due to changing customer behaviors;

◦unexpected outflows of deposits which may require Park to sell assets at a loss; and

•other risk factors included in the current and periodic reports filed by Park with the SEC from time to time.

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

10

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on April 19, 2024, the Park Board declared a $1.06 per common share quarterly cash dividend in respect of Park's common shares. The cash dividend is payable on June 10, 2024 to common shareholders of record as of the close of business on May 17, 2024. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the quarterly cash dividend by the Park Board is incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.        Description

99.1    News Release issued by Park National Corporation on April 19, 2024 addressing financial results for the three months ended March 31, 2024 and declaration of quarterly cash dividend

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

11

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PARK NATIONAL CORPORATION
Dated: April 19, 2024	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

12

EX-99.1

April 19, 2024Exhibit 99.1

Park National Corporation reports financial results

for first quarter 2024

NEWARK, Ohio ‒ Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the first quarter of 2024. Park's board of directors declared a quarterly cash dividend of $1.06 per common share, payable on June 10, 2024, to common shareholders of record as of May 17, 2024.

"Park bankers meet customers when, where and how they wish. In doing so, we remain alert to service opportunities of all types," said Park Chairman and Chief Executive Officer David Trautman. "Our consistent and predictable approach helps build long-lasting relationships that customers tell us they value."

Park’s net income for the first quarter of 2024 was $35.2 million, a 4.4 percent increase from $33.7 million for the first quarter of 2023. First quarter 2024 net income per diluted common share was $2.17, compared to $2.07 for the first quarter of 2023.

Park’s total loans increased 0.7 percent (2.6 percent annualized) during the first quarter of 2024 and increased 6.1% for the 12-month period ended March 31, 2024.

“We prioritize being readily available for customers and prospects, as highlighted by our loan growth over the most recent 12-month period,” said Park President Matthew Miller. “Our bankers find joy in serving others and look for opportunities to make a meaningful impact within each of our communities.”

Headquartered in Newark, Ohio, Park National Corporation has $9.9 billion in total assets (as of March 31, 2024). Park's banking operations are conducted through its subsidiary The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Complete financial tables are listed below.

Category: Earnings

Media contact: Michelle Hamilton, 740.349.6014, media@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, investor@parknationalbank.com

Park National Corporation, 50 N. Third Street, Newark, Ohio 43055

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties, including those described in Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by our filings with the SEC. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Risks and uncertainties that could cause actual results to differ materially include, without limitation: (1) Park's ability to execute our business plan successfully and within the expected timeframe; (2) adverse changes in future economic and financial market conditions; (3) adverse changes in real estate values and liquidity in our primary market areas; (4) the financial health of our commercial borrowers; (5) adverse changes in federal, state and local governmental law and policy, including the regulatory landscape, capital markets, elevated government debt, potential changes in tax legislation, government shutdown, infrastructure spending and social programs; (6) changes in consumer spending, borrowing and saving habits; (7) our litigation and regulatory compliance exposure; (8) increased credit risk and higher credit losses resulting from loan concentrations; (9) competitive pressures among financial services organizations; (10) changes in accounting

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

policies and practices as may be adopted by regulatory agencies; (11) Park's assumptions and estimates used in applying critical accounting policies and modeling which may prove unreliable, inaccurate or not predictive of actual results; (12) Park's ability to anticipate and respond to technological changes and Park's reliance on, and the potential failure of, a number of third-party vendors to perform as expected; (13) failures in or breaches of Park's operational or security systems or infrastructure, or those of our third-party vendors and other service providers; (14) negative impacts on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the growth rates and financial stability of certain sovereign governments, supranationals and financial institutions in Europe and Asia; (15) effects of a fall in stock market prices on Park's asset and wealth management businesses; (16) continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; (17) the impact on Park's business, personnel, facilities or systems of losses related to acts of fraud, scams and schemes of third parties; (18) the impact of widespread natural and other disasters, pandemics, dislocations, regional or national protests and civil unrest (including any resulting branch closures or damages), military or terrorist activities or international hostilities on the economy and financial markets generally and on us or our counterparties specifically; (19) the potential further deterioration of the U.S. economy due to financial, political, or other shocks; (20) the effect of healthcare laws in the U.S. and potential changes for such laws that may increase our healthcare and other costs and negatively impact our operations and financial results; (21) the impact of larger or similar-sized financial institutions encountering problems that may adversely affect the banking industry; (22) and other risk factors relating to the financial services industry.

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

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
As of or for the three months ended March 31, 2024, December 31, 2023 and March 31, 2023
	2024			2023			2023			Percent change vs.
(in thousands, except common share and per common share data and ratios)	1st QTR			4th QTR			1st QTR			4Q '23		1Q '23
INCOME STATEMENT:
Net interest income	$	95,623		$	95,074		$	92,198		0.6	%	3.7	%
Provision for credit losses	2,180			1,809			183			20.5	%	N.M.
Other income	26,200			15,519			24,387			68.8	%	7.4	%
Other expense	77,228			79,043			76,503			(2.3)	%	0.9	%
Income before income taxes	$	42,415		$	29,741		$	39,899		42.6	%	6.3	%
Income taxes	7,211			5,241			6,166			37.6	%	16.9	%
Net income	$	35,204		$	24,500		$	33,733		43.7	%	4.4	%
MARKET DATA:
Earnings per common share - basic (a)	$	2.18		$	1.52		$	2.08		43.4	%	4.8	%
Earnings per common share - diluted (a)	2.17			1.51			2.07			43.7	%	4.8	%
Quarterly cash dividend declared per common share	1.06			1.05			1.05			1.0	%	1.0	%
Book value per common share at period end	71.95			71.06			66.91			1.3	%	7.5	%
Market price per common share at period end	135.85			132.86			118.57			2.3	%	14.6	%
Market capitalization at period end	2,199,556			2,141,235			1,917,759			2.7	%	14.7	%
Weighted average common shares - basic (b)	16,116,842			16,113,215			16,242,353			—	%	(0.8)	%
Weighted average common shares - diluted (b)	16,191,065			16,216,562			16,324,823			(0.2)	%	(0.8)	%
Common shares outstanding at period end	16,149,523			16,116,479			16,174,067			0.2	%	(0.2)	%
PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)	1.44		%	0.98		%	1.36		%	46.9	%	5.9	%
Return on average shareholders' equity (a)(b)	12.23		%	8.81		%	12.54		%	38.8	%	(2.5)	%
Yield on loans	5.99		%	5.84		%	5.24		%	2.6	%	14.3	%
Yield on investment securities	3.90		%	3.88		%	3.60		%	0.5	%	8.3	%
Yield on money market instruments	5.48		%	5.30		%	4.70		%	3.4	%	16.6	%
Yield on interest earning assets	5.66		%	5.48		%	4.89		%	3.3	%	15.7	%
Cost of interest bearing deposits	1.94		%	1.84		%	1.15		%	5.4	%	68.7	%
Cost of borrowings	4.25		%	4.42		%	3.24		%	(3.8)	%	31.2	%
Cost of paying interest bearing liabilities	2.08		%	2.01		%	1.29		%	3.5	%	61.2	%
Net interest margin (g)	4.28		%	4.17		%	4.08		%	2.6	%	4.9	%
Efficiency ratio (g)	63.07		%	70.93		%	65.10		%	(11.1)	%	(3.1)	%
OTHER DATA (NON-GAAP) AND BALANCE SHEET INFORMATION:
Tangible book value per common share (d)	$	61.80		$	60.87		$	56.69		1.5	%	9.0	%
Average interest earning assets	9,048,204			9,120,407			9,267,418			(0.8)	%	(2.4)	%
Pre-tax, pre-provision net income (j)	44,595			31,550			40,082			41.3	%	11.3	%
Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights (continued)
As of or for the three months ended March 31, 2024, December 31, 2023 and March 31, 2023
										Percent change vs.
(in thousands, except ratios)	March 31, 2024			December 31, 2023			March 31, 2023			4Q '23		1Q '23
BALANCE SHEET:
Investment securities	$	1,339,747		$	1,429,144		$	1,800,410		(6.3)	%	(25.6)	%
Loans	7,525,005			7,476,221			7,093,857			0.7	%	6.1	%
Allowance for credit losses	85,084			83,745			85,946			1.6	%	(1.0)	%
Goodwill and other intangible assets	163,927			164,247			165,243			(0.2)	%	(0.8)	%
Other real estate owned (OREO)	1,674			983			1,468			70.3	%	14.0	%
Total assets	9,881,077			9,836,453			9,856,981			0.5	%	0.2	%
Total deposits	8,306,032			8,042,566			8,294,444			3.3	%	0.1	%
Borrowings	295,130			517,329			360,843			(43.0)	%	(18.2)	%
Total shareholders' equity	1,161,979			1,145,293			1,082,153			1.5	%	7.4	%
Tangible equity (d)	998,052			981,046			916,910			1.7	%	8.8	%
Total nonperforming loans	71,759			61,118			74,365			17.4	%	(3.5)	%
Total nonperforming assets	73,433			62,101			75,833			18.2	%	(3.2)	%
ASSET QUALITY RATIOS:
Loans as a % of period end total assets	76.16		%	76.01		%	71.97		%	0.2	%	5.8	%
Total nonperforming loans as a % of period end loans	0.95		%	0.82		%	1.05		%	15.9	%	(9.5)	%
Total nonperforming assets as a % of period end loans + OREO + other nonperforming assets	0.98		%	0.83		%	1.07		%	18.1	%	(8.4)	%
Allowance for credit losses as a % of period end loans	1.13		%	1.12		%	1.21		%	0.9	%	(6.6)	%
Net loan charge-offs (recoveries)	$	841		$	2,666		$	(1)		(68.5)	%	N.M.
Annualized net loan charge-offs (recoveries) as a % of average loans (b)	0.05		%	0.14		%	—		%	(64.3)	%	N.M.
CAPITAL & LIQUIDITY:
Total shareholders' equity / Period end total assets	11.76		%	11.64		%	10.98		%	1.0	%	7.1	%
Tangible equity (d) / Tangible assets (f)	10.27		%	10.14		%	9.46		%	1.3	%	8.6	%
Average shareholders' equity / Average assets (b)	11.74		%	11.16		%	10.85		%	5.2	%	8.2	%
Average shareholders' equity / Average loans (b)	15.48		%	14.94		%	15.37		%	3.6	%	0.7	%
Average loans / Average deposits (b)	91.11		%	89.48		%	84.04		%	1.8	%	8.4	%
Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income
	Three Months Ended
	March 31
(in thousands, except share and per share data)	2024		2023
Interest income:
Interest and fees on loans	$	111,211	$	91,614
Interest on debt securities:
Taxable	11,899		12,979
Tax-exempt	1,410		2,912
Other interest income	2,120		3,396
Total interest income	126,640		110,901
Interest expense:
Interest on deposits:
Demand and savings deposits	19,855		14,212
Time deposits	7,338		1,347
Interest on borrowings	3,824		3,144
Total interest expense	31,017		18,703
Net interest income	95,623		92,198
Provision for credit losses	2,180		183
Net interest income after provision for credit losses	93,443		92,015
Other income	26,200		24,387
Other expense	77,228		76,503
Income before income taxes	42,415		39,899
Income taxes	7,211		6,166
Net income	$	35,204	$	33,733
Per common share:
Net income - basic	$	2.18	$	2.08
Net income - diluted	$	2.17	$	2.07
Weighted average common shares - basic	16,116,842		16,242,353
Weighted average common shares - diluted	16,191,065		16,324,823
Cash dividends declared:
Quarterly dividend	$	1.06	$	1.05

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(in thousands, except share data)	March 31, 2024		December 31, 2023
Assets
Cash and due from banks	$	112,117	$	160,477
Money market instruments	193,964		57,791
Investment securities	1,339,747		1,429,144
Loans	7,525,005		7,476,221
Allowance for credit losses	(85,084)		(83,745)
Loans, net	7,439,921		7,392,476
Bank premises and equipment, net	73,818		74,211
Goodwill and other intangible assets	163,927		164,247
Other real estate owned	1,674		983
Other assets	555,909		557,124
Total assets	$	9,881,077	$	9,836,453
Liabilities and Shareholders' Equity
Deposits:
Noninterest bearing	$	2,587,152	$	2,628,234
Interest bearing	5,718,880		5,414,332
Total deposits	8,306,032		8,042,566
Borrowings	295,130		517,329
Other liabilities	117,936		131,265
Total liabilities	$	8,719,098	$	8,691,160
Shareholders' Equity:
Preferred shares (200,000 shares authorized; no shares outstanding at March 31, 2024 and December 31, 2023)	$	—	$	—
Common shares (No par value; 20,000,000 shares authorized; 17,623,104 shares issued at March 31, 2024 and December 31, 2023)	459,532		463,280
Accumulated other comprehensive loss, net of taxes	(66,395)		(66,191)
Retained earnings	921,101		903,877
Treasury shares (1,473,581 shares at March 31, 2024 and 1,506,625 shares at December 31, 2023)	(152,259)		(155,673)
Total shareholders' equity	$	1,161,979	$	1,145,293
Total liabilities and shareholders' equity	$	9,881,077	$	9,836,453

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
	Three Months Ended
	March 31,
(in thousands)	2024		2023
Assets
Cash and due from banks	$	143,714	$	155,582
Money market instruments	155,511		292,948
Investment securities	1,368,527		1,806,679
Loans	7,482,650		7,099,240
Allowance for credit losses	(84,067)		(86,809)
Loans, net	7,398,583		7,012,431
Bank premises and equipment, net	74,919		82,047
Goodwill and other intangible assets	164,137		165,457
Other real estate owned	1,088		1,434
Other assets	556,899		542,302
Total assets	$	9,863,378	$	10,058,880
Liabilities and Shareholders' Equity
Deposits:
Noninterest bearing	$	2,569,030	$	2,970,470
Interest bearing	5,644,088		5,476,661
Total deposits	8,213,118		8,447,131
Borrowings	361,703		393,198
Other liabilities	130,373		127,599
Total liabilities	$	8,705,194	$	8,967,928
Shareholders' Equity:
Preferred shares	$	—	$	—
Common shares	463,518		462,562
Accumulated other comprehensive loss, net of taxes	(67,343)		(96,240)
Retained earnings	917,645		865,276
Treasury shares	(155,636)		(140,646)
Total shareholders' equity	$	1,158,184	$	1,090,952
Total liabilities and shareholders' equity	$	9,863,378	$	10,058,880

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income - Linked Quarters
	2024		2023		2023		2023		2023
(in thousands, except per share data)	1st QTR		4th QTR		3rd QTR		2nd QTR		1st QTR
Interest income:
Interest and fees on loans	$	111,211	$	108,495	$	103,258	$	96,428	$	91,614
Interest on debt securities:
Taxable	11,899		13,055		13,321		13,431		12,979
Tax-exempt	1,410		2,248		2,900		2,906		2,912
Other interest income	2,120		1,408		1,410		1,909		3,396
Total interest income	126,640		125,206		120,889		114,674		110,901
Interest expense:
Interest on deposits:
Demand and savings deposits	19,855		19,467		20,029		18,068		14,212
Time deposits	7,338		6,267		3,097		1,966		1,347
Interest on borrowings	3,824		4,398		3,494		3,068		3,144
Total interest expense	31,017		30,132		26,620		23,102		18,703
Net interest income	95,623		95,074		94,269		91,572		92,198
Provision for (recovery of) credit losses	2,180		1,809		(1,580)		2,492		183
Net interest income after provision for (recovery of ) credit losses	93,443		93,265		95,849		89,080		92,015
Other income	26,200		15,519		27,713		25,015		24,387
Other expense	77,228		79,043		77,808		75,885		76,503
Income before income taxes	42,415		29,741		45,754		38,210		39,899
Income taxes	7,211		5,241		8,837		6,626		6,166
Net income	$	35,204	$	24,500	$	36,917	$	31,584	$	33,733
Per common share:
Net income - basic	$	2.18	$	1.52	$	2.29	$	1.95	$	2.08
Net income - diluted	$	2.17	$	1.51	$	2.28	$	1.94	$	2.07

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Detail of other income and other expense - Linked Quarters
	2024		2023		2023		2023		2023
(in thousands)	1st QTR		4th QTR		3rd QTR		2nd QTR		1st QTR
Other income:
Income from fiduciary activities	$	10,024	$	8,943	$	9,100	$	8,816	$	8,615
Service charges on deposit accounts	2,106		2,054		2,109		2,041		2,241
Other service income	2,524		2,349		2,615		2,639		2,697
Debit card fee income	6,243		6,583		6,652		6,830		6,457
Bank owned life insurance income	2,629		1,373		1,448		1,332		1,185
ATM fees	496		517		575		553		533
Gain (loss) on the sale of OREO, net	121		—		(6)		12		(9)
Loss on sale of debt securities, net	(398)		(7,875)		—		—		—
(Loss) gain on equity securities, net	(687)		353		998		25		(405)
Other components of net periodic benefit income	2,204		1,893		1,893		1,893		1,893
Miscellaneous	938		(671)		2,329		874		1,180
Total other income	$	26,200	$	15,519	$	27,713	$	25,015	$	24,387
Other expense:
Salaries	$	35,733	$	36,192	$	34,525	$	33,649	$	34,871
Employee benefits	11,560		10,088		10,822		10,538		10,816
Occupancy expense	3,181		3,344		3,203		3,214		3,353
Furniture and equipment expense	2,583		2,824		3,060		3,103		3,246
Data processing fees	8,808		9,605		9,700		9,582		8,750
Professional fees and services	6,817		7,015		7,572		7,365		7,221
Marketing	1,741		1,716		1,197		1,239		1,319
Insurance	1,718		1,708		2,158		1,960		1,814
Communication	1,036		993		1,135		1,045		1,037
State tax expense	1,110		1,158		1,125		1,096		1,278
Amortization of intangible assets	320		334		334		328		327
Foundation contributions	—		1,000		—		—		—
Miscellaneous	2,621		3,066		2,977		2,766		2,471
Total other expense	$	77,228	$	79,043	$	77,808	$	75,885	$	76,503

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information
				Year ended December 31,
(in thousands, except ratios)	March 31, 2024			2023			2022			2021			2020			2019
Allowance for credit losses:
Allowance for credit losses, beginning of period	$	83,745		$	85,379		$	83,197		$	85,675		$	56,679		$	51,512
Cumulative change in accounting principle; adoption of ASU 2022-02 in 2023 and ASU 2016-13 in 2021	—			383			—			6,090			—			—
Charge-offs	3,240			10,863			9,133			5,093			10,304			11,177
Recoveries	2,399			5,942			6,758			8,441			27,246			10,173
Net charge-offs (recoveries)	841			4,921			2,375			(3,348)			(16,942)			1,004
Provision for (recovery of) credit losses	2,180			2,904			4,557			(11,916)			12,054			6,171
Allowance for credit losses, end of period	$	85,084		$	83,745		$	85,379		$	83,197		$	85,675		$	56,679
General reserve trends:
Allowance for credit losses, end of period	$	85,084		$	83,745		$	85,379		$	83,197		$	85,675		$	56,679
Allowance on accruing purchased credit deteriorated ("PCD") loans (purchased credit impaired ("PCI") loans for years 2020 and prior)	—			—			—			—			167			268
Allowance on purchased loans excluded from collectively evaluated loans (for years 2020 and prior)	N.A.			N.A.			N.A.			N.A.			678			—
Specific reserves on individually evaluated loans	5,032			4,983			3,566			1,616			5,434			5,230
General reserves on collectively evaluated loans	$	80,052		$	78,762		$	81,813		$	81,581		$	79,396		$	51,181
Total loans	$	7,525,005		$	7,476,221		$	7,141,891		$	6,871,122		$	7,177,785		$	6,501,404
Accruing PCD loans (PCI loans for years 2020 and prior)	2,454			2,835			4,653			7,149			11,153			14,331
Purchased loans excluded from collectively evaluated loans (for years 2020 and prior)	N.A.			N.A.			N.A.			N.A.			360,056			548,436
Individually evaluated loans (k)	54,742			45,215			78,341			74,502			108,407			77,459
Collectively evaluated loans	$	7,467,809		$	7,428,171		$	7,058,897		$	6,789,471		$	6,698,169		$	5,861,178
Asset Quality Ratios:
Net charge-offs (recoveries) as a % of average loans	0.05		%	0.07		%	0.03		%	(0.05)		%	(0.24)		%	0.02		%
Allowance for credit losses as a % of period end loans	1.13		%	1.12		%	1.20		%	1.21		%	1.19		%	0.87		%
General reserve as a % of collectively evaluated loans	1.07		%	1.06		%	1.16		%	1.20		%	1.19		%	0.87		%
Nonperforming assets:
Nonaccrual loans	$	70,189		$	60,259		$	79,696		$	72,722		$	117,368		$	90,080
Accruing troubled debt restructurings (for years 2022 and prior) (k)	N.A.			N.A.			20,134			28,323			20,788			21,215
Loans past due 90 days or more	1,570			859			1,281			1,607			1,458			2,658
Total nonperforming loans	$	71,759		$	61,118		$	101,111		$	102,652		$	139,614		$	113,953
Other real estate owned	1,674			983			1,354			775			1,431			4,029
Other nonperforming assets	—			—			—			2,750			3,164			3,599
Total nonperforming assets	$	73,433		$	62,101		$	102,465		$	106,177		$	144,209		$	121,581
Percentage of nonaccrual loans to period end loans	0.93		%	0.81		%	1.12		%	1.06		%	1.64		%	1.39		%
Percentage of nonperforming loans to period end loans	0.95		%	0.82		%	1.42		%	1.49		%	1.95		%	1.75		%
Percentage of nonperforming assets to period end loans	0.98		%	0.83		%	1.43		%	1.55		%	2.01		%	1.87		%
Percentage of nonperforming assets to period end total assets	0.74		%	0.63		%	1.04		%	1.11		%	1.55		%	1.42		%
Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information (continued)
			Year ended December 31,
(in thousands, except ratios)	March 31, 2024		2023		2022		2021		2020		2019
New nonaccrual loan information:
Nonaccrual loans, beginning of period	$	60,259	$	79,696	$	72,722	$	117,368	$	90,080	$	67,954
New nonaccrual loans	19,012		48,280		64,918		38,478		103,386		81,009
Resolved nonaccrual loans	9,082		67,717		57,944		83,124		76,098		58,883
Nonaccrual loans, end of period	$	70,189	$	60,259	$	79,696	$	72,722	$	117,368	$	90,080
Individually evaluated commercial loan portfolio information (period end): (k)
Unpaid principal balance	$	57,053	$	47,564	$	80,116	$	75,126	$	109,062	$	78,178
Prior charge-offs	2,311		2,349		1,775		624		655		719
Remaining principal balance	54,742		45,215		78,341		74,502		108,407		77,459
Specific reserves	5,032		4,983		3,566		1,616		5,434		5,230
Book value, after specific reserves	$	49,710	$	40,232	$	74,775	$	72,886	$	102,973	$	72,229
Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Reconciliations
NON-GAAP RECONCILIATIONS
	THREE MONTHS ENDED
(in thousands, except share and per share data)	March 31, 2024			December 31, 2023			March 31, 2023
Net interest income	$	95,623		$	95,074		$	92,198
less purchase accounting accretion related to NewDominion and Carolina Alliance acquisitions	352			124			200
less interest income on former Vision Bank relationships	2			35			574
Net interest income - adjusted	$	95,269		$	94,915		$	91,424
Provision for credit losses	$	2,180		$	1,809		$	183
less recoveries on former Vision Bank relationships	(953)			—			(723)
Provision for credit losses - adjusted	$	3,133		$	1,809		$	906
Other income	$	26,200		$	15,519		$	24,387
less loss on sale of debt securities, net	(398)			(7,875)			—
less write-downs on strategic initiatives	(155)			(1,038)			—
less Vision related gain on the sale of OREO, net	121			—			—
less Vision related OREO valuation markup	—			46			—
less other service income related to former Vision Bank relationships	7			40			135
Other income - adjusted	$	26,625		$	24,346		$	24,252
Other expense	$	77,228		$	79,043		$	76,503
less Foundation contribution	—			1,000			—
less core deposit intangible amortization related to NewDominion and Carolina Alliance acquisitions	320			334			327
less direct expenses related to collection of payments on former Vision Bank loan relationships	—			—			100
Other expense - adjusted	$	76,908		$	77,709		$	76,076
Tax effect of adjustments to net income identified above (i)	$	(118)		$	2,100		$	(253)
Net income - reported	$	35,204		$	24,500		$	33,733
Net income - adjusted (h)	$	34,760		$	32,402		$	32,781
Diluted earnings per common share	$	2.17		$	1.51		$	2.07
Diluted earnings per common share, adjusted (h)	$	2.15		$	2.00		$	2.01
Annualized return on average assets (a)(b)	1.44		%	0.98		%	1.36		%
Annualized return on average assets, adjusted(a)(b)(h)	1.42		%	1.30		%	1.32		%
Annualized return on average tangible assets (a)(b)(e)	1.46		%	1.00		%	1.38		%
Annualized return on average tangible assets, adjusted (a)(b)(e)(h)	1.44		%	1.32		%	1.34		%
Annualized return on average shareholders' equity (a)(b)	12.23		%	8.81		%	12.54		%
Annualized return on average shareholders' equity, adjusted (a)(b)(h)	12.07		%	11.65		%	12.19		%
Annualized return on average tangible equity (a)(b)(c)	14.24		%	10.35		%	14.78		%
Annualized return on average tangible equity, adjusted (a)(b)(c)(h)	14.06		%	13.69		%	14.36		%
Efficiency ratio (g)	63.07		%	70.93		%	65.10		%
Efficiency ratio, adjusted (g)(h)	62.78		%	64.70		%	65.24		%
Annualized net interest margin (g)	4.28		%	4.17		%	4.08		%
Annualized net interest margin, adjusted (g)(h)	4.26		%	4.17		%	4.04		%
Note: Explanations for footnotes (a) - (k) are included at the end of the financial tables in the "Financial Reconciliations" section.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Reconciliations (continued)
(a) Reported measure uses net income
(b) Averages are for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, as appropriate
(c) Net income for each period divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period.
RECONCILIATION OF AVERAGE SHAREHOLDERS' EQUITY TO AVERAGE TANGIBLE EQUITY:
	THREE MONTHS ENDED
	March 31, 2024		December 31, 2023		March 31, 2023
AVERAGE SHAREHOLDERS' EQUITY	$	1,158,184	$	1,103,726	$	1,090,952
Less: Average goodwill and other intangible assets	164,137		164,466		165,457
AVERAGE TANGIBLE EQUITY	$	994,047	$	939,260	$	925,495
(d) Tangible equity divided by common shares outstanding at period end. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at the end of the period.
RECONCILIATION OF TOTAL SHAREHOLDERS' EQUITY TO TANGIBLE EQUITY:
	March 31, 2024		December 31, 2023		March 31, 2023
TOTAL SHAREHOLDERS' EQUITY	$	1,161,979	$	1,145,293	$	1,082,153
Less: Goodwill and other intangible assets	163,927		164,247		165,243
TANGIBLE EQUITY	$	998,052	$	981,046	$	916,910
(e) Net income for each period divided by average tangible assets during the period. Average tangible assets equal average assets less average goodwill and other intangible assets, in each case during the applicable period.
RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS
	THREE MONTHS ENDED
	March 31, 2024		December 31, 2023		March 31, 2023
AVERAGE ASSETS	$	9,863,378	$	9,890,188	$	10,058,880
Less: Average goodwill and other intangible assets	164,137		164,466		165,457
AVERAGE TANGIBLE ASSETS	$	9,699,241	$	9,725,722	$	9,893,423
(f) Tangible equity divided by tangible assets. Tangible assets equal total assets less goodwill and other intangible assets, in each case at the end of the period.
RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	March 31, 2024		December 31, 2023		March 31, 2023
TOTAL ASSETS	$	9,881,077	$	9,836,453	$	9,856,981
Less: Goodwill and other intangible assets	163,927		164,247		165,243
TANGIBLE ASSETS	$	9,717,150	$	9,672,206	$	9,691,738

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Reconciliations (continued)
(g) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown assuming a 21% corporate federal income tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis by dividing fully taxable equivalent net interest income by average interest earning assets, in each case during the applicable period.
RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
	THREE MONTHS ENDED
	March 31, 2024		December 31, 2023		March 31, 2023
Interest income	$	126,640	$	125,206	$	110,901
Fully taxable equivalent adjustment	616		838		926
Fully taxable equivalent interest income	$	127,256	$	126,044	$	111,827
Interest expense	31,017		30,132		18,703
Fully taxable equivalent net interest income	$	96,239	$	95,912	$	93,124
(h) Adjustments to net income for each period presented are detailed in the non-GAAP reconciliations of net interest income, provision for credit losses, other income, other expense and tax effect of adjustments to net income.
(i) The tax effect of adjustments to net income was calculated assuming a 21% corporate federal income tax rate.
(j) Pre-tax, pre-provision ("PTPP") net income is calculated as net income, plus income taxes, plus the provision for credit losses, in each case during the applicable period. PTPP net income is a common industry metric utilized in capital analysis and review. PTPP is used to assess the operating performance of Park while excluding the impact of the provision for credit losses.
RECONCILIATION OF PRE-TAX, PRE-PROVISION NET INCOME
	THREE MONTHS ENDED
	March 31, 2024		December 31, 2023		March 31, 2023
Net income	$	35,204	$	24,500	$	33,733
Plus: Income taxes	7,211		5,241		6,166
Plus: Provision for credit losses	2,180		1,809		183
Pre-tax, pre-provision net income	$	44,595	$	31,550	$	40,082
(k) Effective January 1, 2023, Park adopted Accounting Standards Update ("ASU") 2022-02. Among other things, this ASU eliminated the concept of troubled debt restructurings ("TDRs"). As a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans ("NPLs") and total nonperforming assets ("NPAs") each decreased by $20.1 million effective January 1, 2023. Additionally, as a result of the adoption of this ASU, individually evaluated loans decreased by $11.5 million effective January 1, 2023.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

XML

DEI Document	Apr. 19, 2024
Document Information [Line Items]
Entity Registrant Name	PARK NATIONAL CORPORATION
Entity Incorporation, State or Country Code	OH
Entity File Number	1-13006
Entity Tax Identification Number	31-1179518
Entity Address, Address Line One	50 North Third Street,
Entity Address, Address Line Two	P.O. Box 3500,
Entity Address, City or Town	Newark,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43058-3500
City Area Code	(740)
Local Phone Number	349-8451
Document Period End Date	Apr. 19, 2024
Document Type	8-K
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, without par value
Trading Symbol	PRK
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Amendment Flag	false
Document Fiscal Year Focus
Document Fiscal Period Focus
Entity Central Index Key	0000805676