Burt Brady T 4

What Happened

• Burt T. Brady, CFO of Park National Corporation (PRK), had performance-based restricted stock units (PBRSUs) certified and converted into common shares on March 31, 2026. He received 1,072.5 common shares (one-for-one conversion of PBRSUs).
• To satisfy tax withholding obligations, 475.647 and 507.947 shares were surrendered at $163.45 per share, generating withholding amounts of $77,745 and $83,024 respectively (total ~983.594 shares, ~$160,769). The disposals were tax-withholding actions (Form 4 code F), not open-market sales.
• A separate tranche of 1,132.5 PBRSUs remains outstanding as a derivative security (will vest subject to service-based vesting on the first anniversary per the filing).

Key Details

• Transaction date: March 31, 2026; Filing date: April 2, 2026.
• Grants/conversions: 1,072.5 shares acquired (A); additional 1,132.5 PBRSUs reported as derivative (M) that will vest later.
• Tax withholding (F): 475.647 shares withheld at $163.45 ($77,745) and 507.947 shares withheld at $163.45 ($83,024); total withheld ≈ 983.594 shares (~$160,769).
• Shares owned after transaction: Not specified in the transaction details; filing notes beneficial ownership differs due to shares held in Park’s employee stock ownership plan (KSOP) (footnote F3).
• Footnotes: F1 explains the PBRSU certification/vesting schedule; F2 confirms one-for-one conversion to common shares; F3 notes KSOP affects beneficial ownership reporting.
• These disposals were for tax withholding (code F), not market sales. Filing does not indicate a 10b5-1 plan or late filing.

Context

• This was a compensation-related event: PBRSUs vested/converted into common stock rather than an open-market purchase or sale. The surrender of shares was to cover taxes (routine for equity awards).
• The filing includes derivative entries to reflect the second 50% tranche of PBRSUs that remain subject to future service-based vesting (not an immediate sale).