Park National Corp Enters Material Definitive Agreement

Ticker: PRK · Form: 8-K · Filed: Oct 27, 2025 · CIK: 805676

Sentiment: neutral

Topics: material-agreement, financial-condition

Related Tickers: PRK

TL;DR

PRK signed a big deal, details TBD.

AI Summary

Park National Corporation (PRK) announced on October 27, 2025, that it has entered into a material definitive agreement. The filing also covers results of operations and financial condition, and includes a Regulation FD disclosure. Specific details regarding the agreement, financial results, or other events are not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Park National Corp, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Park National Corporation?

The provided excerpt does not specify the details of the material definitive agreement.

When was the material definitive agreement entered into?

The filing date is October 27, 2025, and this is the earliest event reported, suggesting the agreement was entered into on or around this date.

What are the key financial results or conditions being reported?

The filing indicates 'Results of Operations and Financial Condition' are covered, but specific financial details are not present in this excerpt.

Does this filing include any updates on previously disclosed information?

The filing mentions 'Regulation FD Disclosure,' which may include updates, but the content of such disclosure is not detailed here.

What is the primary business of Park National Corporation?

Park National Corporation is classified under 'NATIONAL COMMERCIAL BANKS [6021]' according to its Standard Industrial Classification.

Filing Stats: 4,638 words · 19 min read · ~15 pages · Grade level 13.1 · Accepted 2025-10-27 16:05:08

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Agreement and Plan of Merger Overview On October 27, 2025, Park National Corporation, an Ohio corporation ("Park"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Citizens Bancshares, Inc., a Tennessee corporation ("First Citizens"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Citizens would merge with and into Park (the "Merger"), with Park continuing as the surviving corporation in the Merger. Immediately following the Merger, Park will cause First Citizens' wholly owned banking subsidiary, First Citizens National Bank, a national banking association ("First Citizens National Bank"), to merge with and into Park's wholly owned banking subsidiary, The Park National Bank, a national banking association ("Park National Bank") (the "Bank Merger"), with Park National Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement has been unanimously approved by the boards of directors of Park and First Citizens. The Merger is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, certain of which are described below, regulatory approvals and approval of First Citizens' shareholders. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, no par value per share, of First Citizens, issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.52 of a share of common stock, no par value, of Park (the "Park Common Stock") (the "Merger Consideration"). Representations and Warranties; Covenants; Indemnification The Merger Agreement contains customary representations and warranties from Park and First Citizens, and each party has agreed to customary covenants, including, a

02 - Results of Operations and Financial Condition

Item 2.02 - Results of Operations and Financial Condition On October 27, 2025, Park issued a news release (the "Financial Results News Release") announcing financial results for the three and nine months ended September 30, 2025. 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 res

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure Park does not intend for this Item 7.01, Exhibit 99.1, Exhibit 99.2 or Exhibit 99.3 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended. Financial Results Net income for the three months ended September 30, 2025 of $47.2 million represented a $8.9 million, or 23.4%, increase compared to $38.2 million for the three months ended September 30, 2024. Pre-tax, pre-provision net income for the three months ended September 30, 2025 of $62.1 million represented a $10.2 million, or 19.6%, increase compared to $52.0 million for the three months ended September 30, 2024. Net income for the nine months ended September 30, 2025 of $137.4 million represented a $24.6 million, or 21.8%, increase compared to $112.8 million for the nine months ended September 30, 2024. Pre-tax, pre-provision net income for the nine months ended September 30, 2025 of $176.3 million represented a $28.3 million, or 19.1%, increase compared to $148.0 million for the nine months ended September 30, 2024. Net income for each of the three months ended September 30, 2025, June 30, 2025 and September 30, 2024 and for the nine months ended September 30, 2025 and September 30, 2024, 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. Overview The following table reflects Park's net income for the first, second and third quarters of 2025, for the first nine months of 2025 and 2024 (the nine months ended September 30), and for the year ended December 31, 2024. (In thousands) Q3 2025 Q2 2025 Q1 2025 Nine months YTD 2025 Nine months YTD 2024 2024 Net interest income $ 111,017 $ 108,991 $ 104,377 $ 324,385 $ 294,57

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