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)			December 29, 2025


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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 29, 2025, C. Daniel DeLawder, who currently serves in the class of directors of Park National Corporation (“PRK”) and Park National Bank (“PNB”), (collectively ”Park”) whose term will expire at the 2026 Annual Meeting of Shareholders of Park (the "2026 Annual Meeting"), notified Park that he has decided to retire and not stand for re-election to the Board of Directors. Mr. DeLawder’s term as a director will expire immediately prior to the 2026 Annual Meeting. In addition to stepping down from his role as director, Mr. DeLawder will conclude his service as Chair of the Executive Committee of both PRK and PNB as well as Chair of the PNB Wealth Management Committee.

Mr. DeLawder has demonstrated tremendous commitment and service to PRK and PNB, having served in many roles over his 55-year career, including a 15-year term as Park’s CEO. Mr. DeLawder was an advocate for PRK and PNB throughout his time with the bank.

The Nominating and Corporate Governance Committee, on behalf of the Board of Directors of Park, will evaluate its recommendation for the vacancy created by Mr. DeLawder at its next meeting.

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: January 5, 2026	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

PARK NATIONAL CORP /OH/ 8-K