UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to __________________________ Commission File Number 1-13006 PARK NATIONAL CORPORATION (Exact name of registrant as specified in its ch ...

April 19, 2024 Exhibit 99.1 Park National Corporation reports financial results for first quarter 2024 NEWARK, Ohio ‒ Park National Corporation (Park) (NYSE American: PRK) today reported financial results for the first quarter of 2024. Park's board of directors declared a quarterly cash dividend of $1.06 per common share, payable on June 10, 2024, to common shareholders of record as of May 17, 2024. "Park bankers meet customers when, where and how they wish. In doing so, we remain alert to service opportuni ...

PART I [ITEM 1. BUSINESS](index=4&type=section&id=ITEM%201.%20BUSINESS) Park National Corporation is a financial holding company providing commercial banking and trust services through its subsidiary, Park National Bank, across four states - Park National Corporation is a financial holding company whose principal business is owning and supervising its subsidiaries, with its common shares listed on NYSE American under the symbol "PRK"[12](index=12&type=chunk) - The company's banking operations are conducted through its main subsidiary, Park National Bank, which operates 96 financial service offices across Ohio, Kentucky, North Carolina, and South Carolina[33](index=33&type=chunk) - Other significant subsidiaries include SE Property Holdings, LLC (SEPH) for managing other real estate owned (OREO) and problem loans, and Scope Leasing, Inc. (Scope Aircraft Finance) for aircraft financing[36](index=36&type=chunk)[37](index=37&type=chunk) Loan Portfolio Composition as of December 31, 2023 | Loan Category | Amount (in millions) | Percentage of Total Loans | | :--- | :--- | :--- | | Commercial Loans & Leases | $3,196 | 42.7% | | Residential Real Estate & Construction | $2,335 | 31.2% | | Consumer Loans | $1,946 | 26.0% | [Human Capital](index=4&type=section&id=Human%20Capital) The company maintains a stable workforce with high retention, emphasizing professional development and employee benefits Associate Profile as of December 31, 2023 | Metric | Value | | :--- | :--- | | Total Active Associates | 1,799 | | Full-time Equivalent | 1,782 | | Gender Distribution | 68% female, 32% male | | Average Tenure | 9 years | | Voluntary Turnover (2023) | 14.9% | | Associates as Shareholders (via KSOP) | 87% | - The company emphasizes a culture of service, professional development, and belonging, offering benefits such as an employee stock ownership plan (KSOP), a defined benefit pension plan, and health insurance[16](index=16&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - **35% of associates** have been with the organization for 10 years or more as of the end of 2023, reflecting strong employee retention[31](index=31&type=chunk) [Lending Activities](index=9&type=section&id=Lending%20Activities) The company manages a diversified loan portfolio with no significant industry concentrations, adhering to strict credit risk policies - At year-end 2023, the loan portfolio was diversified with no concentration to a single industry exceeding **10% of total loans**[47](index=47&type=chunk) Lending Portfolio Breakdown (December 31, 2023) | Loan Type | Amount (in millions) | % of Total Portfolio | | :--- | :--- | :--- | | Commercial Loans & Leases | $3,196 | 42.7% | | Consumer Loans | $1,946 | 26.0% | | Residential Real Estate & Construction | $2,335 | 31.2% | | **Total Loans** | **$7,477** | **100.0%** | - Specialized lending includes **$414 million** in loans to non-bank consumer finance companies and **$295 million** in aircraft financing through its subsidiary, Scope Aircraft Finance[59](index=59&type=chunk)[61](index=61&type=chunk) - The company manages credit risk through written loan policies, collateral requirements, an independent internal loan review program, and by generally limiting single-borrower exposure to **$75.0 million**, well below the regulatory limit of **$150.0 million**[48](index=48&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Supervision and Regulation](index=14&type=section&id=Supervision%20and%20Regulation) Park National Corporation and its subsidiaries are subject to extensive federal and state banking regulations, including capital and consumer protection rules - Park and its subsidiaries are subject to extensive regulation by multiple agencies, including the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), and the Consumer Financial Protection Bureau (CFPB)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - The company is subject to Basel III Capital Rules, which mandate minimum capital ratios, including a common equity tier 1 ratio of **4.5%** and a total capital ratio of **8.0%**, plus a capital conservation buffer of **2.5%**[110](index=110&type=chunk)[111](index=111&type=chunk)[117](index=117&type=chunk) - Dividend payments are subject to regulatory restrictions; Park National Bank must maintain its "well-capitalized" status and have a capital conservation buffer greater than **2.5%** to pay dividends without limitation[127](index=127&type=chunk) - As of December 31, 2023, approximately **$112.9 million** was available for dividends to the parent company without OCC approval[128](index=128&type=chunk) - The company is subject to various consumer protection laws, anti-money laundering regulations (including the Patriot Act and AMLA), and cybersecurity standards, which require robust compliance programs and reporting[139](index=139&type=chunk)[145](index=145&type=chunk)[157](index=157&type=chunk) [ITEM 1A. RISK FACTORS](index=27&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces diverse risks including economic volatility, operational threats like cybersecurity, regulatory changes, and specific legal compliance obligations - **Economic and Market Risks**: The company's earnings are sensitive to inflation, changes in interest rates, and economic conditions in its primary markets of Ohio, Kentucky, and the Carolinas, which could affect loan demand, repayment ability, and collateral values[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) - **Business Operations Risks**: Significant risks include operational disruptions from cybersecurity attacks on its systems or third-party vendors, potential for credit losses if the allowance for credit losses (ACL) is insufficient, and intense competition from other financial institutions and fintech companies[177](index=177&type=chunk)[180](index=180&type=chunk)[194](index=194&type=chunk)[208](index=208&type=chunk) - **Legislative and Regulatory Risks**: The company operates in a highly regulated industry, and changes in laws, accounting standards (like CECL), or regulatory actions could adversely impact operations and financial results[225](index=225&type=chunk)[229](index=229&type=chunk) - Crossing the **$10 billion asset threshold** would subject the company to heightened regulatory requirements[237](index=237&type=chunk) - **Specific Legal Risk**: Park National Bank is subject to a DOJ Consent Order approved in March 2023, requiring a minimum investment of **$9.0 million** over five years to increase lending efforts in majority-minority census tracts in the Columbus, Ohio area[245](index=245&type=chunk)[246](index=246&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - Compliance requires significant management attention and could incur unanticipated costs[249](index=249&type=chunk) [ITEM 1C. CYBERSECURITY](index=43&type=section&id=ITEM%201C.%20CYBERSECURITY) Park manages cybersecurity risks through a multi-layered defense system aligned with NIST, overseen by the Board's Risk Committee - Park's cybersecurity risk management follows the National Institute of Standards and Technology (NIST) Cyber Security Framework and other regulatory guidelines[253](index=253&type=chunk) - The Board of Directors' Risk Committee is responsible for overseeing the company's Enterprise Risk Management program, which includes cybersecurity[254](index=254&type=chunk) - The board receives quarterly reports on cybersecurity status, trends, and incidents[255](index=255&type=chunk) - The company has a third-party risk management program to evaluate and monitor vendors, particularly those with access to sensitive information[252](index=252&type=chunk) - To date, risks from cybersecurity threats have not materially affected the company's business strategy, results of operations, or financial performance[257](index=257&type=chunk) [ITEM 2. PROPERTIES](index=44&type=section&id=ITEM%202.%20PROPERTIES) Park National Bank operates 96 financial service offices across four states, with the majority being owned properties - As of the report date, Park National Bank operated **96 financial service offices** in Ohio (86), Kentucky (1), North Carolina (4), and South Carolina (5)[259](index=259&type=chunk) - Of the **96 financial service offices**, **16 are leased properties**, while the remainder are owned by the company[259](index=259&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=44&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is involved in routine litigation, with management expecting no material impact on its financial position or operations - The company is routinely involved in various litigation incidental to its business, and management does not expect the outcomes to have a material effect on its financial condition or results[263](index=263&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=45&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Park's common stock trades on NYSE American, demonstrating strong shareholder returns and active share repurchase programs - Park's common shares trade on the NYSE American under the symbol PRK, with **3,245 shareholders of record** at December 31, 2023[266](index=266&type=chunk) Five-Year Cumulative Total Shareholder Return | Index | 12/31/18 | 12/31/23 | 5-Year Return | | :--- | :--- | :--- | :--- | | Park National Corporation | 100.00 | 191.04 | +91.04% | | NYSE Composite Index | 100.00 | 167.12 | +67.12% | | KBW NASDAQ Bank Index | 100.00 | 131.57 | +31.57% | | S&P U.S. SmallCap Banks Index | 100.00 | 140.55 | +40.55% | - As of December 31, 2023, the company had **996,088 common shares** remaining that may be purchased under its publicly announced stock repurchase programs[271](index=271&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=47&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Net income decreased in 2023 due to lower other income and higher expenses, despite net interest income growth and strong capital position Key Financial Performance (2021-2023) | (In thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net interest income | $373,113 | $347,059 | $329,893 | | Provision for (recovery of) credit losses | $2,904 | $4,557 | $(11,916) | | Other income | $92,634 | $135,935 | $129,944 | | Other expense | $309,239 | $297,978 | $283,518 | | **Net income** | **$126,734** | **$148,351** | **$153,945** | - Net income decreased by **$21.6 million (14.6%)** in 2023 compared to 2022[294](index=294&type=chunk) - This was driven by a **$43.3 million decrease in other income** (largely from a **$7.9 million loss on sale of debt securities** and lower OREO-related gains) and an **$11.3 million increase in other expense**, partially offset by a **$26.1 million increase in net interest income**[297](index=297&type=chunk)[380](index=380&type=chunk)[393](index=393&type=chunk) [SOURCE OF FUNDS](index=54&type=section&id=SOURCE%20OF%20FUNDS) Total deposits decreased in 2023, while shareholders' equity and tangible equity ratios improved, reflecting a stronger capital base Deposit Composition (Year-End) | (In millions) | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Non-interest bearing checking | $2,628.2 | $3,074.3 | $(446.1) | | Interest bearing transaction accounts | $2,064.5 | $1,988.1 | $76.4 | | Savings | $2,542.0 | $2,616.6 | $(74.6) | | Time deposits | $641.6 | $554.4 | $87.2 | | Brokered deposits | $165.0 | $0.0 | $165.0 | | **Total Deposits** | **$8,042.6** | **$8,234.7** | **$(192.1)** | - Total deposits, including off-balance sheet deposits, decreased by **$386.9 million (4.6%)** during 2023, primarily due to a decrease in retail deposits and a reduction in off-balance sheet balances[318](index=318&type=chunk) - Shareholders' equity to total assets ratio increased to **11.64%** at year-end 2023 from **10.85%** at year-end 2022[327](index=327&type=chunk) - The tangible equity to tangible assets ratio also improved to **10.14%** from **9.33%**[327](index=327&type=chunk) - Accumulated other comprehensive loss improved, decreasing from a loss of **$102.4 million** at YE 2022 to a loss of **$66.2 million** at YE 2023, mainly due to a smaller unrealized net holding loss on AFS debt securities[329](index=329&type=chunk)[484](index=484&type=chunk) [INVESTMENT OF FUNDS](index=57&type=section&id=INVESTMENT%20OF%20FUNDS) Total loans increased by 4.7% in 2023, primarily driven by residential real estate, with strategic sales of AFS debt securities to enhance liquidity Loan Portfolio by Type (Year-End) | (In millions) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Commercial, financial and agricultural | $1,295.6 | $1,300.9 | -0.4% | | Construction real estate | $305.1 | $325.4 | -6.2% | | Residential real estate | $2,029.5 | $1,796.9 | +12.9% | | Commercial real estate | $1,876.0 | $1,794.1 | +4.6% | | Consumer | $1,945.9 | $1,905.0 | +2.1% | | **Total loans** | **$7,476.2** | **$7,141.9** | **+4.7%** | - Total loans increased by **$334 million**, or **4.7%**, in 2023, driven primarily by a **$232.7 million (12.9%) increase** in residential real estate loans[336](index=336&type=chunk)[340](index=340&type=chunk) - In 2023, the company sold **$291.0 million** in AFS debt securities, realizing a net pre-tax loss of **$7.9 million** to improve liquidity and net interest margin[297](index=297&type=chunk)[348](index=348&type=chunk) - The investment portfolio is primarily composed of U.S. Government sponsored entities' asset-backed securities (**44.4%**), Collateralized Loan Obligations (**30.7%**), and obligations of states and political subdivisions (**16.9%**) as of year-end 2023[355](index=355&type=chunk) [ANALYSIS OF EARNINGS](index=60&type=section&id=ANALYSIS%20OF%20EARNINGS) Net interest income increased due to higher asset yields, but overall net income declined due to lower other income and increased operating expenses - Net interest income on a fully taxable equivalent (FTE) basis increased by **$26.2 million** to **$376.8 million** in 2023[358](index=358&type=chunk) - The FTE net interest margin expanded by **31 basis points** to **4.11%** in 2023 from **3.80%** in 2022[378](index=378&type=chunk) - The increase in net interest income was driven by a **104 basis point increase** in the average yield on interest-earning assets, which outpaced the **113 basis point increase** in the average cost of interest-bearing liabilities[360](index=360&type=chunk)[362](index=362&type=chunk) - Other income decreased significantly to **$92.6 million** in 2023 from **$135.9 million** in 2022[382](index=382&type=chunk) - The decline was primarily due to a **$7.9 million loss on the sale of debt securities** in 2023, compared to a **$5.6 million gain on OREO sales** and a **$12.0 million OREO valuation markup** in 2022[382](index=382&type=chunk) - Other expense increased by **3.8%** to **$309.2 million** in 2023, driven by higher salaries (**+$5.9 million**) and data processing fees (**+$5.0 million**)[393](index=393&type=chunk)[394](index=394&type=chunk) - The efficiency ratio deteriorated to **65.87%** in 2023 from **61.24%** in 2022, indicating a decrease in operational efficiency[406](index=406&type=chunk) [CREDIT METRICS AND PROVISION FOR (RECOVERY OF) CREDIT LOSSES](index=71&type=section&id=CREDIT%20METRICS%20AND%20PROVISION%20FOR%20(RECOVERY%20OF)%20CREDIT%20LOSSES) Credit quality remained stable with a decrease in nonperforming assets, influenced by a change in accounting standards for troubled debt restructurings Allowance for Credit Losses (ACL) Activity | (In thousands) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | ACL, beginning balance | $85,379 | $83,197 | $85,675 | | Net charge-offs (recoveries) | $4,921 | $2,375 | $(3,348) | | Provision for (recovery of) credit losses | $2,904 | $4,557 | $(11,916) | | **ACL, ending balance** | **$83,745** | **$85,379** | **$83,197** | Key Credit Ratios (Year-End) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | ACL as a % of total loans | 1.12% | 1.20% | 1.21% | | Net charge-offs as a % of average loans | 0.07% | 0.03% | (0.05)% | | Nonperforming assets to total assets | 0.63% | 1.04% | 1.11% | - Total nonperforming assets decreased significantly to **$62.1 million** at year-end 2023 from **$102.5 million** at year-end 2022[425](index=425&type=chunk)[442](index=442&type=chunk) - This was largely due to the adoption of ASU 2022-02, which eliminated the Troubled Debt Restructuring (TDR) classification, removing **$20.1 million** from nonperforming loans[445](index=445&type=chunk) [CAPITAL RESOURCES](index=77&type=section&id=CAPITAL%20RESOURCES) Both Park and its subsidiary bank exceeded all 'well-capitalized' regulatory requirements, with total shareholders' equity increasing in 2023 Regulatory Capital Ratios (as of December 31, 2023) | Ratio | Park (Parent) | PNB (Bank) | Well-Capitalized Minimum (Bank) | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 | 12.79% | 10.95% | 6.50% | | Tier 1 Risk-Based | 12.97% | 10.95% | 8.00% | | Total Risk-Based | 16.19% | 12.35% | 10.00% | | Leverage | 10.74% | 9.11% | 5.00% | - Both Park National Corporation and its subsidiary bank, PNB, exceeded all "well-capitalized" regulatory requirements as of December 31, 2023[487](index=487&type=chunk)[815](index=815&type=chunk) - Total shareholders' equity increased to **$1,145.3 million** at year-end 2023 from **$1,069.2 million** at year-end 2022[479](index=479&type=chunk) - This increase was driven by net income of **$126.7 million** and a **$36.2 million increase** in other comprehensive income, partially offset by **$68.7 million** in cash dividends[481](index=481&type=chunk)[531](index=531&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=83&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the audited consolidated financial statements for 2023, including balance sheets, income statements, and notes, with an unqualified audit opinion [Consolidated Balance Sheets](index=89&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets highlight total assets, net loans, investment securities, deposits, and shareholders' equity for 2023 and 2022 Consolidated Balance Sheet Highlights (Year-End) | (In millions) | 2023 | 2022 | | :--- | :--- | :--- | | Total Assets | $9,836.5 | $9,855.0 | | Net Loans | $7,392.5 | $7,056.5 | | Total Investment Securities | $1,429.1 | $1,820.8 | | Total Deposits | $8,042.6 | $8,234.7 | | Total Shareholders' Equity | $1,145.3 | $1,069.2 | [Consolidated Statements of Income](index=91&type=section&id=Consolidated%20Statements%20of%20Income) The consolidated income statements summarize net interest income, credit loss provisions, other income/expense, net income, and diluted EPS for 2021-2023 Consolidated Income Statement Summary | (In millions, except per share data) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Interest Income | $373.1 | $347.1 | $329.9 | | Provision for (Recovery of) Credit Losses | $2.9 | $4.6 | $(11.9) | | Total Other Income | $92.6 | $135.9 | $129.9 | | Total Other Expense | $309.2 | $298.0 | $283.5 | | **Net Income** | **$126.7** | **$148.4** | **$153.9** | | **Diluted EPS** | **$7.80** | **$9.06** | **$9.37** | [Notes to Consolidated Financial Statements](index=97&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes provide context on accounting policies, loan portfolio composition, allowance for credit losses, and regulatory capital compliance - The company adopted ASU 2022-02 on January 1, 2023, which eliminated the Troubled Debt Restructuring (TDR) accounting model and enhanced disclosure requirements for loan modifications to borrowers experiencing financial difficulty[610](index=610&type=chunk)[612](index=612&type=chunk) - Note 5 provides a detailed breakdown of the **$7.48 billion** loan portfolio by class, including commercial, real estate, and consumer loans[642](index=642&type=chunk) - Note 6 details the Allowance for Credit Losses (ACL), showing a decrease in the ending balance to **$83.7 million** in 2023 from **$85.4 million** in 2022[685](index=685&type=chunk) - Note 28 confirms that both the parent company (Park) and the bank (PNB) met all well-capitalized ratio guidelines at year-end 2023[815](index=815&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=170&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, and corporate governance practices is incorporated by reference from the 2024 Proxy Statement - Information regarding directors, executive officers, corporate governance, and the audit committee is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Shareholders[839](index=839&type=chunk)[840](index=840&type=chunk)[848](index=848&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=172&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Details on executive and director compensation are incorporated by reference from the company's 2024 definitive Proxy Statement - Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting[849](index=849&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=173&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information on beneficial ownership and equity compensation plans is incorporated by reference from the company's 2024 Proxy Statement - Information regarding security ownership by beneficial owners and management, and details on equity compensation plans, is incorporated by reference from the company's 2024 Proxy Statement[851](index=851&type=chunk)[852](index=852&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=173&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Details on related person transactions and director independence are incorporated by reference from the company's 2024 Proxy Statement - Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the company's 2024 Proxy Statement[853](index=853&type=chunk)[854](index=854&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=173&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Proxy Statement[855](index=855&type=chunk) PART IV [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=174&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including key corporate documents - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including key corporate documents and management compensation plans[859](index=859&type=chunk)[863](index=863&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to __________________________ Commission File Number 1-13006 PARK NATIONAL CORPORATION (Exact name of registrant as specified in it ...

Dear fellow shareholders, This letter usually starts with a recap of our favorite numbers. This year is no exception. Here are ours for the last several years: More than employees Balancing urgency and reflection Widely dispersed; unified in purpose The end of the year also brought retirements for a number of our advisory board members. We extend our most sincere gratitude for sharing their time, business acumen and experience with us. We are better because of them. At a Glance 5 Park National Corporation A ...

Financial Performance - Net income for the three months ended June 30, 2023, was $31,584 thousand, down from $34,324 thousand in the prior year, reflecting a decrease of approximately 5.1%[18] - Earnings per common share (diluted) decreased to $1.94 for the three months ended June 30, 2023, from $2.10 in the same period of 2022, a decline of about 7.6%[18] - Comprehensive income for the six months ended June 30, 2023, was $70,925,000, compared to a loss of $27,360,000 for the same period in 2022[21] - Basic earnings per common share for the six months ended June 30, 2023, was $4.03, down from $4.51 in 2022, indicating a decline of about 10.6%[144] Asset and Loan Growth - Total assets increased to $9,899,551 thousand as of June 30, 2023, compared to $9,854,993 thousand at December 31, 2022, reflecting a growth of approximately 0.45%[14] - Net loans rose to $7,120,903 thousand, up from $7,056,512 thousand, indicating an increase of about 0.91%[14] - The loan portfolio at June 30, 2023, totaled $7.2 billion, up from $7.1 billion at the end of 2022, reflecting a growth of approximately 1.5%[51] - Total loans as of June 30, 2023, amounted to $48,342,000, with real estate loans at $33,305,000, business assets at $7,262,000, and other loans at $7,775,000[63] Income and Revenue - Net interest income after provision for credit losses was $89,080 thousand for the three months ended June 30, 2023, compared to $80,948 thousand for the same period in 2022, marking an increase of about 10.4%[17] - Total interest and dividend income for the three months ended June 30, 2023, was $114,674 thousand, up from $88,347 thousand in the prior year, indicating an increase of approximately 29.7%[17] - Total other income decreased to $25,015 thousand for the three months ended June 30, 2023, from $31,193 thousand in the same period of 2022, a decline of about 19.8%[18] - The company reported a loss on equity securities of $380,000 for the six months ended June 30, 2023, compared to a gain of $3,062,000 for the same period in 2022[199][201] Credit Losses and Allowance - The allowance for credit losses was $87.2 million as of June 30, 2023, compared to $85.4 million at the end of 2022[51] - The provision for credit losses for the three months ended June 30, 2023, was $2,492 million, reflecting management's assessment of credit risk[100] - The total charge-offs for the six months ended June 30, 2023, were $4,920,000, compared to $3,749,000 for the same period in 2022, showing an increase of 31.0%[104] - The net charge-offs for the three months ended June 30, 2023, amounted to $1.232 million, compared to a net recovery of $404,000 for the same period in 2022[100] Dividends and Share Repurchases - The company declared regular cash dividends of $1.05 per common share for the three months ended June 30, 2023, compared to $1.04 in the same period of 2022, an increase of approximately 0.96%[18] - During the three months ended June 30, 2023, Park repurchased 25,000 common shares, while 149,000 shares were repurchased during the six months, with no repurchases in the same periods of 2022[145] Investment and Securities - As of June 30, 2023, Park National Corporation's debt securities portfolio totaled $1.7 billion, with $1.5 billion in an unrealized loss position, reflecting unrealized losses of $115.8 million[39] - The fair value of mortgage loans held for sale was recorded at $3,486,000 as of June 30, 2023[170] - The carrying amount of mortgage servicing rights (MSRs) decreased from $15.70 million at June 30, 2022 to $15.24 million at June 30, 2023[122] Economic Outlook and Risk Management - Management continues to weigh the "most likely" and "moderate recession" scenarios equally at 50% each due to ongoing economic uncertainties[97] - The "most likely" scenario forecasted Ohio unemployment to range between 4.01% and 4.62% over the next four quarters as of June 30, 2023[97] - Management believes it has adequate tools to mitigate gradual interest rate changes, maintaining a modest overall impact on net income[399]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to __________________________ Commission File Number 1-13006 PARK NATIONAL CORPORATION (Exact name of registrant as specified in its ch ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 1-13006 PARK NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-1179518 (State ...

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents Park National Corporation's unaudited consolidated condensed financial statements for Q3 and nine months ended September 30, 2022, including balance sheets, income statements, and cash flows, along with detailed accounting notes [Consolidated Condensed Balance Sheets](index=5&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets increased to **$9.86 billion** by September 30, 2022, driven by loan growth, while total liabilities also rose due to deposits, and shareholders' equity decreased to **$1.04 billion** primarily from unrealized losses on securities Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | Sep 30, 2022 | Dec 31, 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | **$9,855,047** | **$9,560,254** | **$294,793** | **3.1%** | | Net Loans | $7,019,285 | $6,787,925 | $231,360 | 3.4% | | Total Investment Securities | $1,828,068 | $1,815,408 | $12,660 | 0.7% | | **Total Liabilities** | **$8,818,875** | **$8,449,495** | **$369,380** | **4.4%** | | Total Deposits | $8,309,927 | $7,904,528 | $405,399 | 5.1% | | **Total Shareholders' Equity** | **$1,036,172** | **$1,110,759** | **($74,587)** | **(6.7%)** | | Accumulated Other Comprehensive (Loss) Income | ($125,343) | $15,155 | ($140,498) | (927.1%) | [Consolidated Condensed Statements of Income](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Income) Q3 2022 net income rose to **$42.1 million** due to higher net interest income and OREO gains, while nine-month net income slightly decreased to **$115.3 million**, with diluted EPS at **$2.57** for Q3 and **$7.05** for the nine months Income Statement Summary (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $90,828 | $81,602 | $252,453 | $246,187 | | Provision for Credit Losses | $3,190 | $1,972 | $1,576 | ($6,923) | | Total Other Income | $46,694 | $32,411 | $109,543 | $97,738 | | Total Other Expense | $82,903 | $68,489 | $220,324 | $207,754 | | **Net Income** | **$42,068** | **$35,434** | **$115,267** | **$117,397** | | **Diluted EPS** | **$2.57** | **$2.16** | **$7.05** | **$7.14** | [Consolidated Condensed Statements of Cash Flows](index=12&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by **$11.7 million** for the nine months ended September 30, 2022, with operating activities providing **$89.6 million**, investing activities using **$403.2 million**, and financing activities providing **$301.8 million** Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $89,613 | $112,622 | | Net Cash used in Investing Activities | ($403,153) | ($186,208) | | Net Cash from Financing Activities | $301,793 | $580,507 | | **Net (Decrease) Increase in Cash** | **($11,747)** | **$506,921** | [Notes to Unaudited Consolidated Condensed Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Condensed%20Financial%20Statements) This section details accounting policies and financial data, covering investment securities, loans, credit quality, ACL methodology, goodwill, intangibles, derivatives, fair value, and segment information [Management's Discussion and Analysis (MD&A)](index=71&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results for Q3 and nine months of 2022, analyzing net interest income, credit quality, non-interest income/expense, and changes in balance sheet, liquidity, and capital - Net income for Q3 2022 was **$42.1 million** (**$2.57** diluted EPS), an increase from **$35.4 million** (**$2.16** diluted EPS) in Q3 2021[252](index=252&type=chunk) - Net income for the nine months ended Sep 30, 2022 was **$115.3 million** (**$7.05** diluted EPS), a slight decrease from **$117.4 million** (**$7.14** diluted EPS) in the prior year period[253](index=253&type=chunk) - Significant items impacting comparability in Q3 2022 include a **$5.6 million** gain on sale of OREO and a **$12.0 million** OREO valuation markup, both related to former Vision Bank relationships[259](index=259&type=chunk) [Net Interest Income](index=84&type=section&id=Net%20Interest%20Income) Net interest income for Q3 2022 increased **11.3%** to **$90.8 million**, with net interest margin expanding to **3.81%**, while nine-month net interest income grew **2.5%** to **$252.5 million** Net Interest Income and Margin Analysis | Metric | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income (tax-equiv.) | $91,760K | $82,319K | $255,076K | $248,336K | | Net Interest Margin | 3.81% | 3.53% | 3.74% | 3.67% | | Yield on Earning Assets | 4.18% | 3.69% | 3.98% | 3.86% | | Cost of Interest-Bearing Liabilities | 0.60% | 0.26% | 0.40% | 0.29% | - Excluding impacts from purchase accounting, SEPH income, and PPP loans, the adjusted net interest margin was **3.75%** for Q3 2022, compared to **3.35%** for Q3 2021[306](index=306&type=chunk) [Credit Metrics and Provision for (Recovery of) Credit Losses](index=88&type=section&id=Credit%20Metrics%20and%20Provision%20for%20(Recovery%20of)%20Credit%20Losses) A **$3.2 million** provision for credit losses was recorded in Q3 2022, with nonperforming assets decreasing to **$66.6 million** (0.68% of total assets), and the allowance for credit losses (ACL) at **1.18%** of total loans Nonperforming Assets (in thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | Sep 30, 2021 | | :--- | :--- | :--- | :--- | | Nonaccrual loans | $44,612 | $72,722 | $87,791 | | Total nonperforming loans | $65,233 | $102,652 | $106,872 | | **Total nonperforming assets** | **$66,587** | **$106,177** | **$110,849** | | Nonperforming assets to total assets | 0.68% | 1.11% | 1.10% | Allowance for Credit Losses (ACL) Summary | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | ACL (in thousands) | $83,961 | $83,197 | | ACL as % of total loans | 1.18% | 1.21% | | Net charge-offs (recoveries) to avg. loans (annualized, 9M) | 0.02% | (0.01)% (FY 2021) | - The ACL increase in Q3 2022 was driven by deteriorating economic forecasts, inflation, and rising rates, balanced by reduced risk in COVID-19-im pacted portfolios like hotels and restaurants[339](index=339&type=chunk) [Other Income](index=94&type=section&id=Other%20Income) Other income significantly increased to **$46.7 million** in Q3 2022, primarily driven by a **$5.6 million** gain on OREO sale and a **$12.0 million** OREO valuation markup, partially offset by lower mortgage banking fees Other Income Components (in thousands) | Component | Q3 2022 | Q3 2021 | Change ($) | | :--- | :--- | :--- | :--- | | Other service income | $2,956 | $6,668 | ($3,712) | | Gain (loss) on sale of OREO, net | $5,607 | $3 | $5,604 | | OREO valuation markup | $12,009 | $0 | $12,009 | | **Total other income** | **$46,694** | **$32,411** | **$14,283** | - The decrease in other service income was driven by a **$3.4 million** decline in fee income from mortgage loan originations, as total originations fell **31.0%** year-over-year in the third quarter[370](index=370&type=chunk) [Other Expense](index=96&type=section&id=Other%20Expense) Other expense increased **21.1%** to **$82.9 million** in Q3 2022, primarily due to an **$8.5 million** rise in salaries, including one-time bonuses, and a **$4.0 million** foundation contribution Other Expense Components (in thousands) | Component | Q3 2022 | Q3 2021 | Change ($) | | :--- | :--- | :--- | :--- | | Salaries | $37,889 | $29,433 | $8,456 | | Professional fees and services | $8,359 | $6,973 | $1,386 | | Foundation contribution | $4,000 | $0 | $4,000 | | **Total other expense** | **$82,903** | **$68,489** | **$14,414** | - The Q3 2022 salary increase included **$1.8 million** in one-time bonuses paid and a **$1.5 million** accrual for future one-time bonuses[379](index=379&type=chunk) [Financial Condition, Liquidity, and Capital Resources](index=102&type=section&id=Financial%20Condition,%20Liquidity,%20and%20Capital%20Resources) Total assets reached **$9.86 billion** as of September 30, 2022, with deposits at **$8.31 billion**, while shareholders' equity decreased to **$1.04 billion** due to unrealized losses, maintaining a **16.00%** Total Risk-Based Capital ratio - Total assets increased by **$294.8 million** (**3.1%**) during the first nine months of 2022, primarily due to a **$232.1 million** increase in loans[406](index=406&type=chunk) - Shareholders' equity decreased by **$74.6 million** (**6.7%**), largely due to a **$140.7 million** increase in unrealized net holding losses on available-for-sale debt securities[407](index=407&type=chunk) Regulatory Capital Ratios (Park National Corporation) | Ratio | Sep 30, 2022 | Dec 31, 2021 | Well Capitalized Requirement | | :--- | :--- | :--- | :--- | | Tier 1 Leverage | 9.76% | 9.77% | N/A | | Common Equity Tier 1 | 12.51% | 12.37% | N/A | | Tier 1 Risk-Based | 12.70% | 12.57% | 6.00% | | Total Risk-Based | 16.00% | 16.05% | 10.00% | [Quantitative and Qualitative Disclosures About Market Risk](index=105&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's earnings simulation projects a **5.8%** increase in net income under rising interest rates and an **8.8%** decrease under declining rates, indicating asset sensitivity with a **$1.25 billion** cumulative rate sensitivity gap - At September 30, 2022, a rising interest rate scenario is projected to increase net income by **5.8%** over the next year[426](index=426&type=chunk) - A declining interest rate scenario is projected to decrease net income by **8.8%** over the next year, indicating the company is asset-sensitive[426](index=426&type=chunk) - The twelve-month cumulative rate sensitivity gap was a positive **$1.245 billion**, representing **13.62%** of total interest-earning assets[424](index=424&type=chunk) [Controls and Procedures](index=105&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[427](index=427&type=chunk)[428](index=428&type=chunk) - No material changes to internal control over financial reporting occurred during the third quarter of 2022[429](index=429&type=chunk) [PART II. OTHER INFORMATION](index=107&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=107&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings beyond routine litigation incidental to its business - Park National Corporation and its subsidiaries are not party to any material legal proceedings, other than routine proceedings incidental to their business[431](index=431&type=chunk) [Risk Factors](index=107&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's 2021 Annual Report on Form 10-K have occurred - The company states there are no material changes from the risk factors detailed in its 2021 Form 10-K[432](index=432&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=107&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Park National Corporation did not repurchase common shares in Q3 2022, with **1,195,088** shares remaining available for repurchase under existing authorizations - No common shares were repurchased by the company during the three months ended September 30, 2022[434](index=434&type=chunk) - As of the end of Q3 2022, **1,195,088** common shares remained available for purchase under existing repurchase authorizations[434](index=434&type=chunk) [Exhibits](index=108&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to __________________________ Commission File Number 1-13006 PARK NATIONAL CORPORATION (Exact name of registrant as specified in its cha ...