Form 8-K - Current report

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)			October 23, 2023


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 2.02 - Results of Operations and Financial Condition

On October 23, 2023, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three months and the nine months ended September 30, 2023. 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 outsized 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 results. For example, changes in the (recovery of) provision for credit losses (aside from those related to former Vision Bank loan relationships), gains (losses) on equity securities, net, and asset valuation adjustments, reflect ordinary banking activities and are, therefore, typically excluded from consideration as items impacting comparability of period results.

Management believes the disclosure of items impacting comparability of period results provides a better understanding of Park's performance and trends and allows management to ascertain which of such items, if any, to include or exclude from an analysis of Park's performance; i.e., within the context of determining how that performance differed from expectations, as well as how, if at all, to adjust estimates of future performance taking such items into account.

Items impacting comparability of the results of particular periods are not intended to be a complete list of items that may materially impact current or future period performance.

Non-U.S. GAAP Financial Measures

Park's management uses certain non-U.S. GAAP financial measures to evaluate Park's performance. Specifically, management reviews the return on average tangible equity, the return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income.

Management has included in the Financial Results News Release information relating to the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income for the three months ended and at September 30, 2023, June 30, 2023, and September 30, 2022 and for the nine months ended and at September 30, 2023 and September 30, 2022. For the purpose of calculating the annualized return on average tangible equity, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible equity during the period. Average tangible equity equals average shareholders' equity during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the annualized return on average tangible assets, a non-U.S. GAAP financial measure, net income for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating the tangible equity to tangible assets ratio, a non-U.S. GAAP financial measure, tangible equity is divided by tangible assets. Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at period end. Tangible assets equal total assets less goodwill and other intangible assets, in each case at period end. For the purpose of calculating tangible book value per common share, a non-U.S. GAAP financial measure, tangible equity is divided by the number of common shares outstanding, in each case at period end. For the purpose of calculating pre-tax, pre-provision net income, a non-U.S. GAAP financial measure, income taxes and the (recovery of) provision for credit losses are added back to net income, in each case during the applicable period.

Management believes that the disclosure of the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with U.S. GAAP, assists in analyzing Park's operating performance, ensures comparability of operating performance from period to period, and facilitates comparisons with the performance of Park's peer financial holding companies and bank holding companies, while eliminating certain non-operational effects of acquisitions. In the Financial Results News Release, Park has provided a reconciliation of average tangible equity from average shareholders' equity, average tangible assets from average assets, tangible equity from total shareholders' equity, tangible assets from total assets, and pre-tax, pre-provision net income from net income solely for the purpose of complying with SEC Regulation G and not as an indication that the annualized return on average tangible equity, the annualized return on average tangible assets, the tangible equity to tangible assets ratio, tangible book value per common share and pre-tax, pre-provision net income are substitutes for the annualized return on average equity, the annualized return on average assets, the total shareholders' equity to total assets ratio, book value per common share and net income, respectively, as determined in accordance with U.S. GAAP.

FTE (fully taxable equivalent) Financial Measures

Interest income, yields, and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a corporate federal statutory tax rate of 21 percent. In the Financial Results News Release, Park has provided a reconciliation of FTE interest income solely for the purpose of complying with SEC Regulation G and not as an indication that FTE interest income, yields and ratios are substitutes for interest income, yields and ratios, as determined in accordance with U.S. GAAP.

Paycheck Protection Program ("PPP") Loans

Park originated an aggregate of $764.7 million in loans as part of the PPP. For its assistance in making and retaining these loans, Park received an aggregate of $33.1 million in fees from the Small Business Administration ("SBA"). These loans are not typical of Park's loan portfolio in that they are part of a specific government program to support businesses during the COVID-19 pandemic and are 100% guaranteed by the SBA. As such, management considers the total allowance for credit losses to total loans ratio (excluding PPP loans) and general reserve on collectively evaluated loans as a percentage of total collectively evaluated loans (excluding PPP loans) in addition to the related U.S. GAAP metrics which are not adjusted for PPP loans.

Item 7.01 - Regulation FD Disclosure

Liquidity and Capital

Park continues to maintain strong capital and liquidity. Funds are available from a number of sources, including the capital markets, the investment securities portfolio, the core deposit base, FHLB borrowings and the capability to securitize or package loans for sale. The most easily accessible forms of liquidity, Fed Funds Sold, unpledged investment securities and available FHLB borrowing capacity, totaled $2.17 billion at September 30, 2023.

Park's debt securities portfolio is classified as available-for-sale ("AFS") and these debt securities are available to be sold in the future in response to Park's liquidity needs, changes in market interest rates, and asset-liability management strategies, among other reasons. AFS debt securities are reported at fair value, with unrealized holding gains and losses excluded from earnings, but included in other comprehensive income (loss), net of applicable income taxes. The table below provides additional detail on Park's debt securities portfolio and capital position.


(Dollars in thousands)	September 30, 2023		December 31, 2022		September 30, 2022		% change from 12/31/22		% change from 09/30/22
Net unrealized losses on debt securities	138,240		121,156		151,330		14.10	%	(8.65)	%
Net unrealized losses on debt securities as a percentage of period end total assets	1.38	%	1.23	%	1.54	%	12.20	%	(10.39)	%

Total shareholders' equity / Period end total assets	10.85	%	10.85	%	10.51	%	—	%	3.24	%
Tangible equity / Tangible assets (1)	9.36	%	9.33	%	8.98	%	0.32	%	4.23	%

(1) Tangible equity equals total shareholders' equity less goodwill and other intangible assets, in each case at period end. Tangible assets equal total assets less goodwill and other intangible assets, in each case at period end.

Park has demonstrated that it has the tools available to remain under $10.0 billion in assets. Various tools such as moving deposits off balance, regulating loan growth, securitizing or packaging loans, and the sale of investment securities may be used to manage the balance sheet. Management expects to have assets totaling less than $10.0 billion at December 31, 2023.

Deposits

Park's deposits grew during the COVID pandemic and normalized throughout 2022 and the first nine months of 2023. In order to manage the impact of this growth on its balance sheet, Park has utilized a program where certain deposit balances are transferred off balance sheet while maintaining the customer relationship. Park is able to increase or decrease the amount of deposit balances transferred off balance sheet based on its balance sheet management strategies and liquidity needs. The balance of deposits transferred off balance sheet has declined as deposit balances have returned to normalized levels. The table below breaks out the change in deposit balances, by deposit type, for Park National Corporation.


(Dollars in thousands)	September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			December 31, 2021			December 31, 2020			December 31, 2019
Retail deposits	$	4,110,821		$	4,136,401		$	4,263,947		$	4,388,394		$	4,416,228		$	4,025,852		$	3,748,039
Commercial deposits	4,133,903			4,222,575			4,030,497			3,846,321			3,488,300			3,546,506			3,304,573
Total deposits	$	8,244,724		$	8,358,976		$	8,294,444		$	8,234,715		$	7,904,528		$	7,572,358		$	7,052,612
Off balance sheet deposits	763			767			164,600			195,937			983,053			710,101			—
Total deposits including off balance sheet deposits	$	8,245,487		$	8,359,743		$	8,459,044		$	8,430,652		$	8,887,581		$	8,282,459		$	7,052,612
$ change from prior period end	$	(114,256)		$	(99,301)		$	28,392		$	(456,929)		$	605,122		$	1,229,847
% change from prior period end	(1.4)		%	(1.2)		%	0.3		%	(5.1)		%	7.3		%	17.4		%

During the three months ended September 30, 2023, total deposits including off balance sheet deposits decreased by $114.3 million, or 1.4%. This decrease consisted of a $25.6 million decrease in total retail deposits and a $88.7 million decrease in total commercial deposits. During the nine months ended September 30, 2023, total deposits including off balance sheet deposits

decreased by $185.2 million, or 2.2%. This decrease consisted of a $277.6 million decrease in total retail deposits and a $195.2 million decrease in off balance sheet deposits partially offset by a $287.6 million increase in total commercial deposits. The majority of off balance sheet deposits are commercial and thus impact the increase in commercial deposits as the deposits are moved back onto the balance sheet.

Included in the total commercial deposits and off balance sheet deposits shown in the previous table are public fund deposits. These balances fluctuate based on seasonality and the cycle of collection and remittance of tax funds. The following tables detail the change in public fund deposits.


(Dollars in thousands)	September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			December 31, 2021			December 31, 2020			December 31, 2019
Total public fund deposits	$	1,400,807		$	1,573,684		$	1,518,319		$	1,335,400		$	1,548,217		$	1,406,101		$	1,293,090
$ change from prior period end	$	(172,877)		$	55,365		$	182,919		$	(212,817)		$	142,116		$	113,011
% change from prior period end	(11.0)		%	3.6		%	13.7		%	(13.7)		%	10.1		%	8.7		%


(Dollars in thousands)	September 30, 2023		December 31, 2022		September 30, 2022		$ change from 12/31/22		% change from 12/31/22		$ change from 9/30/22		% change from 9/30/22
Total public fund deposits	$	1,400,807	$	1,335,400	$	1,743,210	$	65,407	4.9	%	$	(342,403)	(19.6)	%

As of September 30, 2023, Park had approximately $1.4 billion of uninsured deposits, which was 17.2% of total deposits. Uninsured deposits of $1.4 billion included $300 million of deposits which were over $250,000 but were fully collateralized by Park's investment securities portfolio.

Financial Results by Segment

The table below reflects the net income (loss) by segment for the first, second and third quarters of 2023, for the first nine months of each of 2023 and 2022 (the nine months ended September 30) and for the years ended December 31, 2022 and 2021. Park's segments include The Park National Bank ("PNB") and "All Other," which primarily consists of Park as the "Parent Company", Guardian Financial Services Company ("GFSC") and SE Property Holdings, LLC ("SEPH").


(In thousands)	Q3 2023		Q2 2023		Q1 2023		Nine months YTD 2023		Nine months YTD 2022		2022		2021
PNB	$	40,788	$	35,485	$	36,269	$	112,542	$	107,923	$	143,243	$	159,461
All Other	(3,871)		(3,901)		(2,536)		(10,308)		7,344		5,108		(5,516)
Total Park	$	36,917	$	31,584	$	33,733	$	102,234	$	115,267	$	148,351	$	153,945

Highlights from the three-month and nine-month periods ended September 30, 2023 and 2022 included:

•Net income for the three months ended September 30, 2023 of $36.9 million represented a $5.2 million, or 12.2%, decrease compared to $42.1 million for the three months ended September 30, 2022 and a $5.3 million, or 16.9%, increase compared to $31.6 million for the three months ended June 30, 2023. Net income for the nine months ended September 30, 2023 of $102.2 million represented a $13.0 million, or 11.3%, decrease compared to $115.3 million for the nine months ended September 30, 2022.

•Pre-tax, pre-provision net income for the three months ended September 30, 2023 of $44.2 million represented a $10.4 million, or 19.1%, decrease compared to $54.6 million for the three months ended September 30, 2022 and a $3.5 million, or 8.5%, increase compared to $40.7 million for the three months ended June 30, 2023. Pre-tax, pre-provision net income for the nine months ended September 30, 2023 of $125.0 million represented a $16.7 million, or 11.8%, decrease compared to $141.7 million for the nine months ended September 30, 2022.

•Net interest income for the three months ended September 30, 2023 of $94.3 million represented a $3.4 million, or 3.8%, increase compared to $90.8 million for the three months ended September 30, 2022 and a $2.7 million, or 2.9%, increase compared to $91.6 million for the three months ended June 30, 2023. Net interest income for the nine months ended September 30, 2023 of $278.0 million represented a $25.6 million, or 10.1%, increase compared to $252.5 million for the nine months ended September 30, 2022.

•During the three months ended September 30, 2023, Park recorded interest income of $16,000 related to PPP loans, compared to $361,000 for the three months ended September 30, 2022 and $15,000 for the three months ended June 30, 2023. During the nine months ended September 30, 2023, Park recorded interest income of $57,000 related to PPP loans, compared to $3.0 million for the nine months ended September 30, 2022.

•Park recognized a $5.6 million gain on the sale of OREO, net, during the three months and the nine months ended September 30, 2022 related to former Vision Bank relationships. There was no gain on the sale of OREO, net, related to former Vision Bank relationships during the three months or the nine months ended September 30, 2023.

•Park recognized a $12.0 million OREO valuation markup during the three months and the nine months ended September 30, 2022 related to the foreclosure and subsequent sale of a property collateralizing a former Vision Bank relationship. There was no OREO valuation markup related to former Vision Bank relationships during the three months or the nine months ended September 30, 2023.

•During the three months and the nine months ended September 30, 2023, Park recorded income of $1.2 million as a result of an annual Visa incentive, which was the same amount recorded during the three months and the nine months ended September 30, 2022.

•During the three months and the nine months ended September 30, 2022, Park paid $1.8 million in one-time bonuses and accrued an additional $1.5 million for future one-time bonuses for associates. There were no similar one-time bonuses paid or accrued during the three months or the nine months ended September 30, 2023.

•During the three months and the nine months ended September 30, 2022, Park incurred expenses of $1.3 million and $1.7 million, respectively, in direct expenses related to the collection of payments on former Vision Bank loan relationships, compared to $0 and $100,000 for the three months and the nine months ended September 30, 2023, respectively.

•During the three months and the nine months ended September 30, 2022, Park contributed $4.0 million to its charitable foundation. There was no contribution made by Park to its charitable foundation during the three months or the nine months ended September 30, 2023.

•PNB loans outstanding at September 30, 2023 (i) increased 3.5%, compared to September 30, 2022, (ii) increased 2.9% compared to December 31, 2022, and (iii) increased 2.0% compared to June 30, 2023.

•Park's loan portfolio had net loan charge-offs as a percentage of average loans of 0.06% for the three months ended September 30, 2023, compared to net loan charge-offs as a percentage of average loans of 0.07% for the three months ended June 30, 2023, and net charge-offs as a percentage of average loans of 0.04% for the three months ended September 30, 2022. Park's loan portfolio had net loan charge-offs as a percentage of average loans of 0.04% for the nine months ended September 30, 2023, compared to net loan charge-offs as a percentage of average loans of 0.02% for the nine months ended September 30, 2022.

Net income for each of the three months ended September 30, 2023, June 30, 2023 and September 30, 2022 and for each of the nine months ended September 30, 2023 and September 30, 2022, 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 the PNB segment, followed by additional information regarding the All Other segment.

The Park National Bank (PNB)

The table below reflects PNB's net income for the first, second and third quarters of 2023, for the first nine months of each of

2023 and 2022 (the nine months ended September 30) and for the years ended December 31, 2022 and 2021.


(In thousands)	Q3 2023		Q2 2023		Q1 2023		Nine months YTD 2023		Nine months YTD 2022		2022		2021
Net interest income	$	96,078	$	93,549	$	93,589	$	283,216	$	254,818	$	350,646	$	328,398
(Recovery of) provision for credit losses	(1,538)		2,524		915		1,901		2,045		5,834		(8,554)
Other income	27,888		25,091		24,262		77,241		89,420		115,211		126,802
Other expense	74,623		73,121		72,997		220,741		209,500		283,670		266,678
Income before income taxes	$	50,881	$	42,995	$	43,939	$	137,815	$	132,693	$	176,353	$	197,076
Income tax expense	10,093		7,510		7,670		25,273		24,770		33,110		37,615
Net income	$	40,788	$	35,485	$	36,269	$	112,542	$	107,923	$	143,243	$	159,461

Net interest income of $283.2 million for the nine months ended September 30, 2023 represented a $28.4 million, or 11.1%, increase compared to $254.8 million for the nine months ended September 30, 2022. The increase was a result of a $79.6 million increase in interest income, partially offset by a $51.2 million increase in interest expense.

The $79.6 million increase in interest income was due to a $60.1 million increase in interest income on loans and a $19.5 million increase in investment income. The $60.1 million increase in interest income on loans was primarily the result of a $263.8 million (or 3.82%) increase in average loans, from $6.90 billion for the nine months ended September 30, 2022 to $7.17 billion for the nine months ended September 30, 2023, as well as an increase in the yield on loans, which increased 96 basis points to 5.43% for the nine months ended September 30, 2023, compared to 4.47% for the nine months ended September 30, 2022. The $19.5 million increase in investment income was primarily the result of an increase in the yield on investments, including money market investments, which increased 155 basis points to 3.83% for the nine months ended September 30, 2023, compared to 2.28% for the nine months ended September 30, 2022. The increase in the yield on investments was partially offset by a decrease in average investments, including money market investments, from $2.22 billion for the nine months ended September 30, 2022 to $2.01 billion for the nine months ended September 30, 2023.

The $51.2 million increase in interest expense was due to a $49.0 million increase in interest expense on deposits, as well as a $2.2 million increase in interest expense on borrowings. The increase in interest expense on deposits was the result of a $248.8 million (or 4.70%) increase in average on-balance sheet interest bearing deposits from $5.29 billion for the nine months ended September 30, 2022, to $5.54 billion for the nine months ended September 30, 2023 as well as an increase in the cost of deposits of 118 basis points, from 0.24% for the nine months ended September 30, 2022 to 1.42% for the nine months ended September 30, 2023. The increase in on-balance sheet interest bearing deposits was due to an increase in transaction accounts, which was partially offset by decreases in savings accounts and time deposits. During the nine months ended September 30, 2023 and 2022, Park made the decision to continue its participation in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet.

The provision for credit losses of $1.9 million for the nine months ended September 30, 2023 represented a decline of $144,000, compared to $2.0 million for the nine months ended September 30, 2022. Refer to the “Credit Metrics and Provision for (Recovery of) Credit Losses” section for additional details regarding the level of the provision for (recovery of) credit losses recognized in each period presented above.

Other income of $77.2 million for the nine months ended September 30, 2023 represented a decrease of $12.2 million, or 13.6%, compared to $89.4 million for the nine months ended September 30, 2022. The $12.2 million decrease was primarily related to (i) a $4.4 million decrease in other service income, which was primarily due to declines in fee income from mortgage loan originations and mortgage servicing rights, partially offset by increases in investor rate locks and mortgage loans held for sale; (ii) a $3.8 million decrease in other miscellaneous income, which was primarily due to decreases in the net gain on the sale of loans and other assets and decreases in other fee income; (iii) a $3.3 million decrease in other components of net periodic benefit income; (iv) a $1.1 million decrease in gain on equity securities, net, from a $2.3 million gain for the nine months ended September 30, 2022 to a $1.1 million gain for the nine months ended September 30, 2023; and (v) a $1.1 million decrease in service charges on deposits income, primarily related to a decrease in overdraft fee income. These decreases were partially offset by a $658,000 increase in fiduciary income, a $568,000 increase in debit card fee income, and a $451,000 increase in bank owned life insurance income.

A summary of mortgage loan originations for the first, second and third quarters of 2023 and 2022 and the years ended December 31, 2022 and 2021 follows.


(In thousands)	Q3 2023			Q2 2023			Q1 2023			Q3 2022			Q2 2022			Q1 2022			2022			2021
Mortgage Loan Origination Volume
Sold	$	19,035		$	15,805		$	13,756		$	27,025		$	50,013		$	69,053		$	159,142		$	555,278
Portfolio	78,847			65,252			32,743			90,551			63,104			53,498			263,287			284,686
Construction	27,826			20,659			13,124			34,026			34,044			32,928			120,794			119,555
Service released	1,678			1,583			1,576			2,537			4,580			4,660			14,738			13,802
Total mortgage loan originations	$	127,386		$	103,299		$	61,199		$	154,139		$	151,741		$	160,139		$	557,961		$	973,321

Refinances as a % of Total Mortgage Loan Originations	15.2		%	19.1		%	24.7		%	24.0		%	25.9		%	41.7		%	29.4		%	54.2		%

Total mortgage loan originations decreased $174.1 million, or 37.4%, to $291.9 million for the nine months ended September 30, 2023 compared to $466.0 million for the nine months ended September 30, 2022.

The table below reflects PNB's total other expense for the nine months ended September 30, 2023 and 2022.


(Dollars in thousands)	2023		2022		$ change		% change
Other expense:
Salaries	$	99,883	$	96,340	$	3,543	3.7	%
Employee benefits	31,957		30,221		1,736		5.7	%
Occupancy expense	9,740		9,699		41		0.4	%
Furniture and equipment expense	9,407		8,782		625		7.1	%
Data processing fees	27,777		23,844		3,933		16.5	%
Professional fees and services	18,696		16,020		2,676		16.7	%
Marketing	3,688		3,922		(234)		(6.0)	%
Insurance	5,895		3,875		2,020		52.1	%
Communication	3,152		2,894		258		8.9	%
State tax expense	3,187		3,332		(145)		(4.4)	%
Amortization of intangible assets	989		1,146		(157)		(13.7)	%
Foundation contribution	—		4,000		(4,000)		(100.0)	%
Miscellaneous	6,370		5,425		945		17.4	%
Total other expense	$	220,741	$	209,500	$	11,241	5.4	%

Total other expense of $220.7 million for the nine months ended September 30, 2023 represented an increase of $11.2 million, or 5.4%, compared to $209.5 million for the nine months ended September 30, 2022. The increase in salaries expense was primarily related to increases in base salary expense and share-based compensation expense, partially offset by decreases in additional compensation expense and officer incentive compensation expense. The increase in employee benefits expense was primarily related to increases in group insurance expense and payroll tax expense, partially offset by a decrease in retirement benefit expense. The increase in furniture and equipment expense was primarily related to increases in depreciation expense and maintenance and repairs on equipment expense. The increase in data processing fees was primarily related to increases in software data processing expense and debit card processing expense. The increase in professional fees and services expense was primarily due to increases in consulting, other fees, IntraFi insured deposit fees, temporary wages and directors fees. The increase in insurance expense was due to an increase in FDIC insurance assessment expense. The increase in miscellaneous expense was due to increased expense related to fraud and other non loan related losses, other miscellaneous expense and increased training and travel-related expenses, which were partially offset by a decrease in operating lease depreciation expense and a decrease in expense for the allowance for unfunded lines of credit.

The table below provides certain balance sheet information and financial ratios for PNB as of or for the nine months ended September 30, 2023 and 2022 and as of or for the year ended December 31, 2022.


(Dollars in thousands)	September 30, 2023		December 31, 2022		September 30, 2022		% change from 12/31/22		% change from 09/30/22
Loans	7,349,580		7,141,362		7,102,503		2.92	%	3.48	%
Allowance for credit losses	84,601		85,370		83,947		(0.90)	%	0.78	%
Net loans	7,264,979		7,055,992		7,018,556		2.96	%	3.51	%
Investment securities	1,682,705		1,796,613		1,805,163		(6.34)	%	(6.78)	%
Total assets	9,959,528		9,815,951		9,816,644		1.46	%	1.46	%
Total deposits	8,536,433		8,534,320		8,606,272		0.02	%	(0.81)	%
Average assets (1)	9,941,499		10,011,932		9,934,726		(0.70)	%	0.07	%
Efficiency ratio (2)	60.75	%	60.43	%	60.40	%	0.53	%	0.58	%
Return on average assets (3)	1.51	%	1.43	%	1.45	%	5.59	%	4.14	%

(1) Average assets for the nine months ended September 30, 2023 and 2022 and for the year ended December 31, 2022.

(2) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate. The taxable equivalent adjustments were $2.9 million for the nine months ended September 30, 2023, $3.5 million for the year ended December 31 2022 and $2.6 million for the nine months ended September 30 2022.

(3) Annualized for the nine months ended September 30, 2023 and 2022.

Loans outstanding at September 30, 2023 were $7.35 billion, compared to (i) $7.14 billion at December 31, 2022, an increase of $208.2 million, and (ii) $7.10 billion at September 30, 2022, an increase of $247.1 million. The table below breaks out the change in loans outstanding, by loan type.


(Dollars in thousands)	September 30, 2023		December 31, 2022		September 30, 2022		$ change from 12/31/22		% change from 12/31/22		$ change from 9/30/22		% change from 9/30/22
Home equity	$	173,570	$	167,232	$	167,072	$	6,338	3.8	%	$	6,498	3.9	%
Installment	1,977,730		1,921,059		1,948,819		56,671		2.9	%	28,911		1.5	%
Real estate	1,295,769		1,195,037		1,171,079		100,732		8.4	%	124,690		10.6	%
Commercial	3,897,676		3,854,683		3,813,691		42,993		1.1	%	83,985		2.2	%
Other	4,835		3,351		1,842		1,484		44.3	%	2,993		162.5	%
Total loans	$	7,349,580	$	7,141,362	$	7,102,503	$	208,218	2.9	%	$	247,077	3.5	%

Loans outstanding at September 30, 2023 were $7.35 billion, compared to $7.21 billion at June 30, 2023, an increase of $141.7 million. The $141.7 million increase represented a 2.0% (7.8% annualized) increase during the three months ended September 30, 2023.

The table below breaks out the change in loans outstanding, by loan type.


(Dollars in thousands)	September 30, 2023		June 30, 2023		$ change from 6/30/23		% change from 6/30/23
Home equity	$	173,570	$	168,256	$	5,314	3.2	%
Installment	1,977,730		1,945,125		32,605		1.7	%
Real estate	1,295,769		1,252,243		43,526		3.5	%
Commercial	3,897,676		3,838,136		59,540		1.6	%
Other	4,835		4,102		733		17.9	%
Total loans	$	7,349,580	$	7,207,862	$	141,718	2.0	%

PNB's allowance for credit losses was $84.6 million at September 30, 2023, compared to (i) $85.4 million at December 31, 2022, a decrease of $0.8 million, or 0.9%, and (ii) $83.9 million at September 30, 2022, an increase of $0.7 million, or 0.8%.

Net charge-offs were $3.1 million, or 0.06% of total average loans, for the nine months ended September 30, 2023 and were $3.6 million, or 0.05% of total average loans, for the year ended December 31, 2022. Net charge-offs were $1.2 million, or 0.02% of total average loans, for the nine months ended September 30, 2022. Refer to the “Credit Metrics and Provision for (Recovery of) Credit Losses” section for additional information regarding PNB's loan portfolio and the level of provision for (recovery of) credit losses recognized in each period presented.

Total deposits at September 30, 2023 were $8.54 billion, compared to (i) $8.53 billion at December 31, 2022, an increase of $2.1 million, and (ii) $8.61 billion at September 30, 2022, a decrease of $69.8 million, or 0.8%. During the nine months ended September 30, 2023 and 2022 and the year ended December 31, 2022, Park made the decision to continue participation in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet, as deposits increased significantly throughout the COVID-19 pandemic. At September 30, 2023, December 31, 2022 and September 30, 2022, Park had $763,000, $195.9 million, and $766.2 million, respectively, in deposits which were off-balance sheet. Total deposits would have decreased $193.1 million, or 2.2%, compared to December 31, 2022 had the $763,000 and $195.9 million in deposits remained on the balance sheet at the respective dates. Total deposits would have decreased $835.3 million, or 8.9%, compared to September 30, 2022 had the $763,000 and $766.2 million in deposits remained on the balance sheet at the respective dates. The table below breaks out the change in deposit balances, by deposit type.


(Dollars in thousands)	September 30, 2023		December 31, 2022		September 30, 2022		$ change from 12/31/22		% change from 12/31/22		$ change from 9/30/22		% change from 9/30/22
Non-interest bearing deposits	$	3,024,412	$	3,374,269	$	3,435,307	$	(349,857)	(10.4)	%	$	(410,895)	(12.0)	%
Transaction accounts	2,193,054		1,988,106		1,989,340		204,948		10.3	%	203,714		10.2	%
Savings	2,715,802		2,617,500		2,568,404		98,302		3.8	%	147,398		5.7	%
Certificates of deposit	603,165		554,445		613,222		48,720		8.8	%	(10,057)		(1.6)	%
Total deposits	$	8,536,433	$	8,534,320	$	8,606,273	$	2,113	—	%	$	(69,840)	(0.8)	%
Off balance sheet deposits	763		195,937		766,184		(195,174)		N.M.		(765,421)		N.M.
Total deposits including off balance sheet deposits	$	8,537,196	$	8,730,257	$	9,372,457	$	(193,061)	(2.2)	%	$	(835,261)	(8.9)	%

Total deposits at September 30, 2023 were $8.54 billion, compared to $8.66 billion at June 30, 2023, a decrease of $119.7 million, or 1.4%. During the nine months ended September 30, 2023, Park made the decision to continue participation in a program to transfer deposits off-balance sheet in order to manage growth of the balance sheet, as deposits increased significantly throughout the COVID-19 pandemic. The table below breaks out the change in deposit balances, by deposit type.


(Dollars in thousands)	September 30, 2023		June 30, 2023		$ change from 6/30/23		% change from 6/30/23
Non-interest bearing deposits	$	3,024,412	$	3,093,460	$	(69,048)	(2.2)	%
Transaction accounts	2,193,054		2,238,131		(45,077)		(2.0)	%
Savings	2,715,802		2,755,961		(40,159)		(1.5)	%
Certificates of deposit	603,165		568,609		34,556		6.1	%
Total deposits	$	8,536,433	$	8,656,161	$	(119,728)	(1.4)	%
Off balance sheet deposits	763		767		(4)		(0.5)	%
Total deposits including off balance sheet deposits	$	8,537,196	$	8,656,928	$	(119,732)	(1.4)	%

All Other

The table below reflects All Other net (loss) income for the first, second and third quarters of 2023, for the first nine months of

each of 2023 and 2022 (the nine months ended September 30) and for the years ended December 31, 2022, and 2021.


(In thousands)	Q3 2023		Q2 2023		Q1 2023		Nine months YTD 2023		Nine months YTD 2022		2022		2021
Net interest (expense) income	$	(1,809)	$	(1,977)	$	(1,391)	$	(5,177)	$	(2,365)	$	(3,587)	$	1,495
Recovery of credit losses	(42)		(32)		(732)		(806)		(469)		(1,277)		(3,362)
Other (loss) income	(175)		(76)		125		(126)		20,123		20,724		3,142
Other expense	3,185		2,764		3,506		9,455		10,824		14,308		16,840
Net (loss) income before income tax benefit	$	(5,127)	$	(4,785)	$	(4,040)	$	(13,952)	$	7,403	$	4,106	$	(8,841)
Income tax (benefit) expense	(1,256)		(884)		(1,504)		(3,644)		59		(1,002)		(3,325)
Net (loss) income	$	(3,871)	$	(3,901)	$	(2,536)	$	(10,308)	$	7,344	$	5,108	$	(5,516)

The net interest (expense) income for All Other included, for all periods presented, interest income on subordinated debt investments in PNB, which was eliminated in the consolidated Park National Corporation totals, as well as interest income on GFSC loans and SEPH impaired loan relationships. The net interest (expense) income for All Other also included interest expense on $175.0 million aggregate principal amount of 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued by Park in August 2020 (the "Park Subordinated Notes").

Net interest (expense) income reflected net interest expense of $5.2 million for the nine months ended September 30, 2023, compared to net interest expense of $2.4 million for the nine months ended September 30, 2022. The change was largely the result of a decrease of $2.4 million in loan interest income related to payment collections at SEPH, a decrease of $197,000 in net interest income from GFSC and an increase in interest expense on borrowings of $469,000 as the result of an increase in rate.

Refer to the “Credit Metrics and Provision for (Recovery of) Credit Losses” section for additional information regarding the All Other loan portfolio and the level of recovery of credit losses recognized in each period presented.

All Other had other loss of $(126,000) for the nine months ended September 30, 2023, compared to other income of $20.1 million for the nine months ended September 30, 2022. The decrease was due to a $12.0 million decrease in income from an OREO valuation markup, a $5.6 million decrease in gain on sale of OREO, net, a $1.2 million decrease in bank owned life insurance income as the result of death benefits received in 2022 which did not reoccur in 2023, as well as a $1.4 million decrease in gain (loss) on equity securities, net.

All Other had other expense of $9.5 million for the nine months ended September 30, 2023, compared to $10.8 million for the nine months ended September 30, 2022. The decrease was largely due to a $1.5 million decrease in professional fees and services expense.

Park National Corporation

The table below reflects Park's consolidated net income for the first, second and third quarters of 2023, for the first nine months of each of 2023 and 2022 (the nine months ended September 30) and for the years ended December 31, 2022, and 2021.


(In thousands)	Q3 2023		Q2 2023		Q1 2023		Nine months YTD 2023		Nine months YTD 2022		2022		2021
Net interest income	$	94,269	$	91,572	$	92,198	$	278,039	$	252,453	$	347,059	$	329,893
(Recovery of) provision for credit losses	(1,580)		2,492		183		1,095		1,576		4,557		(11,916)
Other income	27,713		25,015		24,387		77,115		109,543		135,935		129,944
Other expense	77,808		75,885		76,503		230,196		220,324		297,978		283,518
Income before income taxes	$	45,754	$	38,210	$	39,899	$	123,863	$	140,096	$	180,459	$	188,235
Income tax expense	8,837		6,626		6,166		21,629		24,829		32,108		34,290
Net income	$	36,917	$	31,584	$	33,733	$	102,234	$	115,267	$	148,351	$	153,945

Credit Metrics and Provision for (Recovery of) Credit Losses

On a consolidated basis, Park reported a provision for credit losses for the nine months ended September 30, 2023 of $1.1 million, compared to $1.6 million for the nine months ended September 30, 2022. The table below shows a breakdown of the provision for (recovery of) credit losses by reportable segment.


(In thousands)	Q3 2023		Q2 2023		Q1 2023		Nine months YTD 2023		Nine months YTD 2022		2022		2021
PNB	$	(1,538)	$	2,524	$	915	$	1,901	$	2,045	$	5,834	$	(8,554)
All Other	(42)		(32)		(732)		(806)		(469)		(1,277)		(3,362)
Total Park	$	(1,580)	$	2,492	$	183	$	1,095	$	1,576	$	4,557	$	(11,916)

PNB had net charge-offs of $3.1 million and All Other had net recoveries of $797,000 for the nine months ended September 30, 2023, resulting in net charge-offs of $2.3 million for Park, on a consolidated basis. PNB had net charge-offs of $1.2 million and All Other had net recoveries of $397,000 for the nine months ended September 30, 2022, resulting in net charge-offs of $812,000 for Park, on a consolidated basis.

The table below provides additional information related to Park's allowance for credit losses as of September 30, 2023, December 31, 2022 and September 30, 2022.


(Dollars in thousands)	9/30/2023			12/31/2022			9/30/2022
Total allowance for credit losses	$	84,602		$	85,379		$	83,961
Allowance on accruing purchased credit deteriorated ("PCD") loans	—			—			—
Specific reserves on individually evaluated loans	3,422			3,566			1,750
General reserves on collectively evaluated loans	$	81,180		$	81,813		$	82,211

Total loans	$	7,349,745		$	7,141,891		$	7,103,246
Accruing PCD loans	3,807			4,653			4,867
Individually evaluated loans	40,839			78,341			43,670
Collectively evaluated loans	$	7,305,099		$	7,058,897		$	7,054,709

Total allowance for credit losses as a % of total loans	1.15		%	1.20		%	1.18		%

General reserve as a % of collectively evaluated loans	1.11		%	1.16		%	1.17		%

The total allowance for credit losses of $84.6 million at September 30, 2023 represented a $777,000, or 0.9%, decrease compared to $85.4 million at December 31, 2022. The decrease was due to a $633,000 decrease in general reserves and a $144,000 decrease in specific reserves.

As part of its quarterly allowance process, Park evaluates certain industries which are more likely to be under economic stress in the current environment. The office sector continues to face challenges as it adjusts to the new normal of work from home brought on by the pandemic. Nationally, office properties in downtown and urban business districts are seeing the most stress. As of September 30, 2023, Park had $212.7 million of loans which were fully or partially secured by non-owner-occupied office space. Of the $212.7 million in loans collateralized by non-owner-occupied office space, $210.1 million were accruing. This portfolio is not currently exhibiting signs of stress, but Park continues to monitor this portfolio, and others, for signs of deterioration.

Effective January 1, 2023, Park adopted Accounting Standards Update ("ASU") 2022-02. Among other things, this ASU eliminated the concept of troubled debt restructurings ("TDRs"). As a result of the adoption of this ASU and elimination of the concept of TDRs, total nonperforming loans ("NPLs") and total nonperforming assets ("NPAs") each decreased by $20.1 million effective January 1, 2023. Additionally, as a result of the adoption of this ASU, individually evaluated loans decreased by $11.5 million effective January 1, 2023.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Risks and uncertainties that could cause actual results to differ materially include, without limitation:

•Park's ability to execute our business plan successfully and within the expected timeframe as well as our ability to manage strategic initiatives;

•current and future economic and financial market conditions, either nationally or in the states in which Park and our subsidiaries do business, that may reflect deterioration in business and economic conditions, including the effects of higher unemployment rates or labor shortages, the impact of persistent inflation, the impact of continued elevated interest rates, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, U.S. fiscal debt, budget and tax matters, geopolitical matters (including the impact of the Russia-Ukraine conflict and associated sanctions and export controls as well as Israel-Hamas conflict), and any slowdown in global economic growth, any of which may result in adverse impacts on the demand for loan, deposit and other financial services, delinquencies, defaults and counterparties' inability to meet credit and other obligations and the possible impairment of collectability of loans;

•factors that can impact the performance of our loan portfolio, including changes in real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance;

•the effect of monetary and other fiscal policies (including the impact of money supply, ongoing increasing market interest rate policies and policies impacting inflation, of the Federal Reserve Board, the U.S. Treasury and other governmental agencies) as well as disruption in the liquidity and functioning of U.S. financial markets, may adversely impact prepayment penalty income, mortgage banking income, income from fiduciary activities, the value of securities, deposits and other financial instruments, in addition to the loan demand and the performance of our loan portfolio, and the interest rate sensitivity of our consolidated balance sheet as well as reduce net interest margins;

•changes in the federal, state, or local tax laws may adversely affect the fair values of net deferred tax assets and obligations of state and political subdivisions held in Park's investment securities portfolio and otherwise negatively impact our financial performance;

•the impact of the changes in federal, state and local governmental policy, including the regulatory landscape, capital markets, elevated government debt, potential changes in tax legislation that may increase tax rates, government shutdown, infrastructure spending and social programs;

•changes in laws or requirements imposed by Park's regulators impacting Park's capital actions, including dividend payments and stock repurchases;

•changes in consumer spending, borrowing and saving habits, whether due to changes in retail distribution strategies, consumer preferences and behaviors, changes in business and economic conditions, legislative and regulatory initiatives, or other factors may be different than anticipated;

•changes in customers', suppliers', and other counterparties' performance and creditworthiness, and Park's expectations regarding future credit losses and our allowance for credit losses, may be different than anticipated due to the continuing impact of and the various responses to inflationary pressures and continued elevated interest rates;

•Park may have more credit risk and higher credit losses to the extent there are loan concentrations by location or industry of borrowers or collateral;

•the volatility from quarter to quarter of mortgage banking income, whether due to interest rates, demand, the fair value of mortgage loans, or other factors;

•the adequacy of our internal controls and risk management program in the event of changes in the market, economic, operational (including those which may result from our associates working remotely), asset/liability repricing, legal, compliance, strategic, cybersecurity, liquidity, credit and interest rate risks associated with Park's business;

•competitive pressures among financial services organizations could increase significantly, including product and pricing pressures (which could in turn impact our credit spreads), changes to third-party relationships and revenues, changes in the manner of providing services, customer acquisition and retention pressures, and Park's ability to attract, develop and retain qualified banking professionals;

•uncertainty regarding the nature, timing, cost and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and our subsidiaries, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, FDIC insurance premium levels, pensions, bankruptcy, consumer protection, rent regulation and housing, financial accounting and reporting, environmental protection, insurance, bank products and services, bank and bank holding company capital and liquidity standards, fiduciary standards, securities and other aspects of the financial services industry;

•Park's ability to meet heightened supervisory requirements and expectations;

•the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board (the "FASB"), the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, may adversely affect Park's reported financial condition or results of operations;

•Park's assumptions and estimates used in applying critical accounting policies and modeling which may prove unreliable, inaccurate or not predictive of actual results;

•the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions;

•Park's ability to anticipate and respond to technological changes and Park's reliance on, and the potential failure of, a number of third-party vendors to perform as expected, including Park's primary core banking system provider, which can impact Park's ability to respond to customer needs and meet competitive demands;

•operational issues stemming from and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which Park and our subsidiaries are highly dependent;

•Park's ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks, including those of Park's third-party vendors and other service providers, which may prove inadequate, and could adversely affect customer confidence in Park and/or result in Park incurring a financial loss;

•a failure in or breach of Park's operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber attacks;

•the impact on Park's business and operating results of any costs associated with obtaining rights in intellectual property claimed by others and of the adequacy of Park's intellectual property protection in general;

•the existence or exacerbation of general geopolitical instability and uncertainty as well as the effect of trade policies (including the impact of potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, closing of border crossings and changes in the relationship of the U.S. and its global trading partners);

•the impact on financial markets and the economy of any changes in the credit ratings of the U.S. Treasury obligations and other U.S. government-backed debt, as well as issues surrounding the levels of U.S., European and Asian government debt and concerns regarding the growth rates and financial stability of certain sovereign governments, supranationals and financial institutions in Europe and Asia and the risk they may face difficulties servicing their sovereign debt;

•the effect of a fall in stock market prices on Park's asset and wealth management businesses;

•our litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims, the costs and effects of unfavorable resolution of regulatory and other governmental examinations or other inquiries, and liabilities and business restrictions resulting from litigation and regulatory investigations;

•continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends;

•the impact on Park's business, personnel, facilities or systems of losses related to acts of fraud, scams and schemes of third parties;

•the impact of widespread natural and other disasters, pandemics (including the COVID-19 pandemic), dislocations, regional or national protests and civil unrest (including any resulting branch closures or damages), military or terrorist activities or international hostilities (especially in light of the Russia-Ukraine conflict) on the economy and financial markets generally and on us or our counterparties specifically;

•the potential further deterioration of the U.S. economy due to financial, political, or other shocks;

•the effect of healthcare laws in the U.S. and potential changes for such laws which may increase our healthcare and other costs and negatively impact our operations and financial results;

•the impact of larger or similar-sized financial institutions encountering problems, such as the recent closures of Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California, which may adversely affect the banking industry and/or Park's business generation and retention, funding and liquidity, including potential increased regulatory requirements and increased reputational risk and potential impacts to macroeconomic conditions;

•Park's continued ability to grow deposits or maintain adequate deposit levels in light of the recent bank failures;

•unexpected outflows of deposits which may require Park to sell investment securities at a loss;

•and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the SEC including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in "Item 1.A. Risk Factors" of Part II of Park's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.

Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on October 23, 2023, the Park Board of Directors (the "Park Board") declared a $1.05 per common share quarterly cash dividend in respect of Park's common shares. The cash dividend is payable on December 8, 2023 to common shareholders of record as of the close of business on November 17, 2023. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the quarterly cash dividend by the Park Board is incorporated by reference herein.

Branch Optimization

On October 23, 2023, each of the Board of Directors of Park National Corporation (the "Park Board") and the Board of Directors of Park National Bank (the "PNB Board") approved the branch optimization plans for 2024 (including openings, closures and relocations) presented to the Park Board and the PNB Board by management of PNB. The plans entail 2 new market locations, 3 relocations, and closing a total of 12 branch offices of PNB, located across twelve counties in Ohio, on March 8, 2024. In aggregate, the closure of these 12 branch offices is expected to result in annual operating expense savings of approximately $4.1 million. Costs associated with these closures are expected to be approximately $1.2 million in the fourth quarter of 2023. Additional information regarding the branch office optimization plans for 2024 is included as Exhibit 99.2 to this Current Report on Form 8-K, which information is incorporated herein by reference and the same information will be included at our website at www.parknationalbank.com.

Item 9.01 - Financial Statements and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No. Description

99.1 News Release issued by Park National Corporation on October 23, 2023 addressing financial results for the three months and the nine months ended September 30, 2023 and declaration of quarterly cash dividend

99.2 Additional information regarding the branch optimization plans approved by the Board of Directors of Park National Corporation

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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: October 23, 2023	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

October 23, 2023 Exhibit 99.1

Park National Corporation reports financial results

for third quarter and first nine months of 2023

NEWARK, Ohio - Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the third quarter and the first nine months of 2023. Park's board of directors declared a quarterly cash dividend of $1.05 per common share, payable on December 8, 2023 to common shareholders of record as of November 17, 2023.

“In uncertain times, customers and prospects tell us they value predictability, consistency and access to their banker…Park bankers provide all three,” Park Chairman and Chief Executive Officer David Trautman said. “We are pleased to report another quarter of impressive loan growth, which underscores our bankers’ dedication to provide financial solutions that meet the evolving needs of our customers.”

Park’s net income for the third quarter of 2023 was $36.9 million, a 12.2 percent decrease from $42.1 million for the third quarter of 2022. Third quarter 2023 net income per diluted common share was $2.28, compared to $2.57 for the third quarter of 2022. Park’s net income for the first nine months of 2023 was $102.2 million, a 11.3 percent decrease from $115.3 million for the first nine months of 2022. Net income per diluted common share for the first nine months of 2023 was $6.29, compared to $7.05 for the first nine months of 2022.

Park’s total loans increased 2.0 percent (7.8 percent annualized) during the third quarter of 2023.

“Our disciplined approach to managing interest rate risk allowed us to maintain a strong net interest margin,” said Park President Matthew Miller. “These results reflect Park's strong core deposit base and the ongoing efforts of our bankers to expand and develop lending relationships, protecting the interests of our customers and shareholders.”

Park's community-banking subsidiary, The Park National Bank, reported net income of $40.8 million for the third quarter of 2023, a 29.4 percent increase compared to $31.5 million for the same period of 2022. The Park National Bank reported net income of $112.5 million for the first nine months of 2023, a 4.3 percent increase compared to $107.9 million for the same period of 2022.

Headquartered in Newark, Ohio, Park National Corporation has $10.0 billion in total assets (as of September 30, 2023). Park's banking operations are conducted through its subsidiary The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Complete financial tables are listed below.

Category: Earnings

Media contact: Michelle Hamilton, 740.349.6014, media@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, investor@parknationalbank.com

Park National Corporation, 50 N. Third Street, Newark, Ohio 43055

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com