PARK NATIONAL CORP /OH/ 8-K

What Happened

• Park National Corporation announced that it completed its previously announced merger with First Citizens, effective February 1, 2026. At the Effective Time each outstanding share of First Citizens common and Class A common stock was converted into the right to receive 0.52 shares of Park National common stock.
• Also effective February 1, 2026, First Citizens’ banking subsidiary, First Citizens National Bank, merged into Park’s banking subsidiary, The Park National Bank, with Park National Bank surviving. Shares issued in the merger were registered under a Form S-4 (effective Dec 19, 2025).

Key Details

• Exchange ratio: 0.52 shares of Park common stock for each share of First Citizens common or Class A common stock.
• Board and leadership: Park’s board increased to 14 members and Jeffrey D. Agee (former Chairman & CEO of First Citizens) joined the board and will lead Park’s new Tennessee Region.
• Employment terms: Agee entered an employment agreement with Park National Bank effective at the merger, with an annual base salary of $560,982 and eligibility for equity/long‑term incentives and discretionary bonuses; as an employee-director he will not receive separate board pay.
• Financial disclosures: Audited First Citizens financial statements (years ended Dec 31, 2024 and 2023) and unaudited nine‑month 2025 results, plus pro forma combined financials, are included in Park’s S-4/A registration materials.

Why It Matters

• The transaction is a completed merger and acquisition that adds First Citizens’ franchise and deposits to Park, exchanging First Citizens equity for Park shares (0.52 ratio), which directly affects ownership and potential share dilution for existing Park shareholders.
• Governance and integration: adding Jeffrey Agee to the board and as a region head signals leadership continuity for the acquired franchise and may impact integration of operations in Tennessee. Investors should review the S-4/A pro forma financials and the disclosed employment agreement to assess near‑term financial and leadership implications.