UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2025
OR
| q | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _____________ to ___________
Commission file number 333-91178
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: | ||||
Park National Corporation
Employees Stock Ownership Plan
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: | ||||
51 North Third Street
Newark, Ohio 43055
REQUIRED INFORMATION
The following financial statements and supplemental schedules for the Park National Corporation Employees Stock Ownership Plan are being filed herewith:
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm - Crowe LLP
Statements of Net Assets Available for Benefits at December 31, 2025 and 2024
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2025 and 2024
Notes to Financial Statements - December 31, 2025 and 2024
Supplemental Schedules:
Schedule of Assets (Held at End of Year), Schedule H, Line 4(i) - December 31, 2025
Schedule of Reportable Transactions, Schedule H, Line 4(j) - Year Ended December 31, 2025
The following exhibit is being filed herewith:
| Exhibit No. | Description | ||||
| Consent of Independent Registered Public Accounting Firm – Crowe LLP | |||||
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN | |||||
| By THE PARK NATIONAL BANK, Trustee | |||||
| Date: June 24, 2026 | By: /s/ Brady T. Burt | ||||
Printed Name: Brady T. Burt | |||||
Title: Chief Financial Officer | |||||
PARK NATIONAL CORPORATION
EMPLOYEES STOCK OWNERSHIP PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2025
INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
| Consent of Independent Registered Public Accounting Firm – Crowe LLP | |||||
Financial Statements and Supplemental Schedules
Park National Corporation
Employees Stock Ownership Plan
Years Ended December 31, 2025 and 2024
With Report of Independent Registered Public Accounting Firm
Park National Corporation
Employees Stock Ownership Plan
Financial Statements and Supplemental Schedules
Years Ended December 31, 2025 and 2024
Contents
| Audited Financial Statements | |||||
| Report of Independent Registered Public Accounting Firm | |||||
| Statements of Net Assets Available for Benefits | 2 | ||||
| Statements of Changes in Net Assets Available for Benefits | 3 | ||||
| Notes to Financial Statements | |||||
| Supplemental Schedules | |||||
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | |||||
| Schedule H, Line 4j – Schedule of Reportable Transactions | |||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Executive Committee of the Board of Directors of Park National Corporation and Plan Administrator of the Park National Corporation Employees Stock Ownership Plan
Newark, Ohio
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Park National Corporation Employees Stock Ownership Plan (the "Plan") as of December 31, 2025 and 2024, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) and Schedule H, Line 4j – Schedule of Reportable Transactions as of December 31, 2025 and for the year then ended have been subjected to audit procedures performed in conjunction with the audit of Park National Corporation Employees Stock Ownership Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedules reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated in all material respects in relation to the financial statements as a whole.
/s/Crowe LLP
Crowe LLP
We have served as the Plan's auditor since 2006.
Oakbrook Terrace, Illinois
June 24, 2026
Park National Corporation
Employees Stock Ownership Plan
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
| 2025 | 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Investments, at fair value: | ||||||||||||||
| Park National Corporation Common Stock | $ | $ | ||||||||||||
| Mutual Funds | ||||||||||||||
| Interest-bearing account, issued by | ||||||||||||||
| Fidelity | ||||||||||||||
| Vanguard | ||||||||||||||
| Total Investments | ||||||||||||||
| TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS | $ | $ | ||||||||||||
See accompanying notes to financial statements
2
Park National Corporation
Employees Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||||||||
| Investment income: | ||||||||||||||
| Net realized and unrealized (depreciation) appreciation | ||||||||||||||
| in fair value of investments | $ | ( | $ | |||||||||||
| Interest and dividends | ||||||||||||||
| Total investment income | ||||||||||||||
| Contributions: | ||||||||||||||
| Employer | ||||||||||||||
| Employee | ||||||||||||||
| Rollover | ||||||||||||||
| Total contributions | ||||||||||||||
| Benefit payments to participants | ( | ( | ||||||||||||
| Net (decrease) increase in net assets available for benefits | ( | |||||||||||||
| Net assets available for benefits at beginning of year | ||||||||||||||
| Net assets available for benefits at end of year | $ | $ | ||||||||||||
See accompanying notes to financial statements
3
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
1. Description of the Plan
The following description of the Park National Corporation Employees Stock Ownership Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering full-time or part-time employees of Park National Corporation and subsidiaries (“Park”) who have completed 30 days of service, and are age eighteen or older. In the event that a Participant fails to make a new affirmative deferral election, such Participant shall be deemed to have made a pre-tax deferral election equal to 3 % of compensation per pay period. Auto enrollment is only applicable for employees who became participants on or after January 1, 2014. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Each year, participants may contribute an amount so not to exceed the maximum annual additions as defined by the Income Tax Regulations under Code Section 415(c) and 415(d). Beginning January 1, 2014 the Plan introduced a Roth investment option which allows for after tax contributions. Participants may also contribute rollover amounts representing distributions from other qualified defined contribution plans. The maximum salary deferral permitted by the Internal Revenue Code (“Code”) was $23,500 for 2025 and $23,000 for 2024. The Plan also permits participants who are age 50 or older to make catch-up contributions in accordance with Code Section 414(v). In addition, the Plan allows enhanced catch-up contributions for employees aged 60, 61, 62, and 63, as provided under Code Section 414(v).
Park provides a matching contribution at a level established annually by Park. Park’s employer matching contribution for 2025 and 2024 was 50 % of all Employee Stock Ownership Plan ("ESOP") contributions, excluding any catch-up contributions.
Participant Accounts
Each participant’s account is credited with the participant’s salary deferral, an allocation of Park’s contribution and Plan earnings, and charged with participant withdrawals. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting
Participants’ accounts are 100% vested at all times.
4
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
Payments of Benefits
Upon termination or after age 59½, a participant may elect lump sum or rollover in an amount equal to the value of his or her account. A participant can elect to take a distribution of their account balance in cash or shares of Park National Corporation Common Stock. Participants can also take distributions for hardship purposes.
Employees Stock Ownership Plans (“ESOP”)
Effective January 1, 2002, the Plan was amended and restated to become an ESOP that invests in shares of Park National Corporation Common Stock. The Plan is not leveraged and all new contributions (both employer and employee) will be used to purchase only Park National Corporation Common Stock. Participants are permitted to diversify their investments on a quarterly basis. The Plan’s investments are held in trust by Fidelity Management Trust Company at December 31, 2025 and 2024.
2. Summary of Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Valuation of Investments
The Plan’s investments are reported at fair value. Refer to Note 9 - Fair Values. Purchases and sales of securities are recorded on a trade-date basis.
Investment Income (Loss)
Dividends are recorded as of their ex-dividend date. Interest income is recorded on an accrual basis when earned. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
5
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
Administrative Expenses
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of investment income and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
3. Plan Termination
Although Park has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
6
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
4. Non-participant Directed Investments
The following information represents the assets and the significant components of changes in assets related to the Plan’s investment in Park National Corporation Common Stock, an undetermined portion of which is non-participant directed based upon Plan provisions. Prior to the transition of the Plan trustee and administrative service provider from Park to Fidelity Management Trust Company as Plan trustee and Fidelity Workplace Services LLC as the Plan recordkeeper ("Fidelity") in June 2024, initial contributions were deposited into the Plan in the form of cash with shares of Park National Corporation Common Stock purchased on a delayed basis. After the trustee and administrative service provider transition, shares of Park National Corporation Common Stock are purchased utilizing a stock purchase account. The stock purchase account is used to facilitate the money movements associated with the share accounted stock. As the market place only recognizes whole share trades and Fidelity record keeps fractional shares, the stock purchase account houses the resulting differences that are caused by normal trading activity. The stock purchase account balances are invested in a Fidelity Investments money market account.
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Investment, at fair value: | ||||||||||||||
| Park National Corporation Common Stock | $ | $ | ||||||||||||
| Fidelity Investments Money Market Account | ||||||||||||||
| $ | $ | |||||||||||||
| Changes in assets: | ||||||||||||||
| Employer and employee contributions | $ | $ | ||||||||||||
| Rollover contributions | ||||||||||||||
| Interest and dividend income | ||||||||||||||
| Distributions to participants | ( | ( | ||||||||||||
| Net transfers to participant directed investments | ( | ( | ||||||||||||
| Net (depreciation) appreciation in fair value of investments | ( | |||||||||||||
| (Decrease) increase in assets | $ | ( | $ | |||||||||||
7
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 30, 2022, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. However, Plan management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.
6. Party-in-Interest
The Plan held the following party-in-interest investments (at fair value):
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Park National Corporation Common Stock | $ | $ | ||||||||||||
| Fidelity Investments Interest Bearing Account | ||||||||||||||
| $ | $ | |||||||||||||
At December 31, 2025, the Plan held 941,830 shares of Park National Corporation Common Stock, with a fair value of $143,327,729 . At December 31, 2024, the Plan held 928,870 shares of Park National Corporation Common Stock, with a fair value of $159,236,170 .
During 2025 and 2024, cash dividends of $5,219,522 and $4,632,518 , respectively, were paid to the Plan by Park National Corporation.
At December 31, 2025, the Plan held non-participant directed interest bearing accounts issued by Fidelity Investments of $1,794 . During 2025, interest of $64 was paid to the Plan by Fidelity Investments. At December 31, 2024, the Plan held non-participant directed interest bearing accounts issued by Fidelity Investments of $1,783 . During 2024, interest of $638 was paid to the Plan by Fidelity Investments.
During 2024, interest of $13,493 was paid to the Plan by Northern Trust. During 2025, no interest was paid to the Plan by Northern Trust.
8
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
During 2025 and 2024, the Plan purchased 163,728 shares and 111,396 shares, respectively, of Park National Corporation Common Stock. During 2025 and 2024, the Plan sold 150,768 shares and 216,487 shares, respectively, of Park National Corporation Common Stock.
During 2025 and 2024, Park National Corporation paid administrative fees on behalf of the Plan to Fidelity totaling $36,867 and $11,643 , respectively.
7. Form 5500 Reconciliation
The following is a reconciliation of net change in net assets available for benefits per the financial statements to the Form 5500:
| 2025 | 2024 | |||||||||||||
| Net (decrease) increase in net assets available for benefits | ||||||||||||||
| per the financial statements | $ | ( | $ | |||||||||||
| Plus: Prior year accrued interest and dividends | ||||||||||||||
| Net (loss) income per the Form 5500 | $ | ( | $ | |||||||||||
8. Risks and Uncertainties
The Plan invests in various investment securities including Park National Corporation Common Stock, mutual funds, and interest bearing accounts. Investment securities are exposed to various risks such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
9. Fair Values
GAAP defines fair value as the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. GAAP establishes a fair value hierarchy which requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
9
Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2025 and 2024
_____________________________________________________________________________________
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
The fair values of mutual fund investments and common stock are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs). Additionally, due to their short-term nature, the fair value of interest-bearing cash balances are determined by reference to their face value (level 1 input). The fair value of all of the investments held by the Plan have been determined using Level 1 inputs (refer to the Statement of Net Assets Available for Benefits).
10
SUPPLEMENTAL SCHEDULES
Park National Corporation
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2025
| Name of Plan Sponsor: | Park National Corporation | |||||||||||||||||||||||||
| Employer identification number: | ||||||||||||||||||||||||||
| Three digit plan number: | ||||||||||||||||||||||||||
| (a) | (b) Identity of Issue, Borrower, Lessor or Similar Party | (c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | (d) Cost | (e) Current Value | ||||||||||||||||||||||
| Interest-bearing account: | ||||||||||||||||||||||||||
Interest rate of | $ | |||||||||||||||||||||||||
Interest rate of | $ | |||||||||||||||||||||||||
| Common Stock: | ||||||||||||||||||||||||||
| Common Stock | $ | $ | ||||||||||||||||||||||||
| Mutual Funds: | ||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||
| Fund Admiral Shares | ||||||||||||||||||||||||||
| Index Admiral Shares | ||||||||||||||||||||||||||
| Admiral Shares | ||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||
| Admiral Shares | ||||||||||||||||||||||||||
| Admiral Shares | ||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||
| Fund Admiral Shares | ||||||||||||||||||||||||||
| Total Mutual Funds | ** | $ | ||||||||||||||||||||||||
| Total Investments Held at End of Year | $ | |||||||||||||||||||||||||
* Indicates party-in-interest to the Plan.
** Disclosure of historical cost is not required for participant directed investments.
12
Park National Corporation
Schedule H, Line 4j
Schedule of Reportable Transactions
For the year ended December 31, 2025
| Name of Plan Sponsor: | Park National Corporation | |||||||||||||||||||||||||||||||||||||
| Employer identification number: | ||||||||||||||||||||||||||||||||||||||
| Three digit plan number: | ||||||||||||||||||||||||||||||||||||||
| (b) | (h) | |||||||||||||||||||||||||||||||||||||
| Description of Asset Including | (d) | (g) | Current Value | (i) | ||||||||||||||||||||||||||||||||||
| (a) | Maturity Date, Rate of Interest, | (c) | Selling | Cost of | of Asset on | Net Gain | ||||||||||||||||||||||||||||||||
| Identity or Party Involved | Collateral, Par or Maturity Value | Cost | Price | Asset | Transaction Date | or (Loss) | ||||||||||||||||||||||||||||||||
| Category (iii) – A series of transactions in excess of 5% of plan assets | ||||||||||||||||||||||||||||||||||||||
| Park National Corporation | PRK, | $ | $ | — | $ | $ | $ | — | ||||||||||||||||||||||||||||||
| Park National Corporation | PRK, | — | ||||||||||||||||||||||||||||||||||||
13