[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 ...

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, 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 ch ...

PART I [Business](index=4&type=section&id=ITEM%201.%20BUSINESS) Park National Corporation is an Ohio-based financial holding company providing commercial banking, trust, and consumer finance services through its subsidiary, The Park National Bank - Park National Corporation (Park) is a financial holding company incorporated in Ohio, with its common shares listed on NYSE American under the symbol "**PRK**"[13](index=13&type=chunk) - The company's banking operations are conducted through The Park National Bank (PNB), which operates **96** financial service offices in Ohio, Kentucky, North Carolina, and South Carolina as of the report date[33](index=33&type=chunk) [Human Capital](index=4&type=section&id=Human%20Capital) As of December 31, 2021, Park had **1,733** associates, with **70%** female and **30%** male, and an average tenure of nine years Associate Profile as of December 31, 2021 | Metric | Value | | :--- | :--- | | Total Active Associates | 1,733 | | Full-time Associates | 1,573 | | Part-time Associates | 160 | | Female Associates | 70% | | Male Associates | 30% | | Average Tenure | 9 years | | Voluntary Turnover (2021) | 21% | | Associates with 10+ years tenure | 36% | - Over **85%** of associates participated in the company's KSOP plan as of October 1, 2021, making them shareholders[31](index=31&type=chunk) - In 2021, the company conducted unconscious bias training for **576** managers and leaders to support its Diversity, Equity, and Inclusion (DEI) initiatives[28](index=28&type=chunk) [Operations and Subsidiaries](index=6&type=section&id=Operations%20and%20Subsidiaries) Park's primary operations are through The Park National Bank, with subsidiaries managing OREO and providing specialized aircraft financing - The Park National Bank (PNB) is the Corporation's main reportable segment, conducting commercial banking and trust business[33](index=33&type=chunk)[34](index=34&type=chunk) - SE Property Holdings, LLC (SEPH) was established to manage and sell OREO and work out problem loans from the former Vision Bank[36](index=36&type=chunk) - Scope Aircraft Finance, a subsidiary of PNB, provides specialized aircraft financing to customers across the United States and Canada[37](index=37&type=chunk) [Recent Developments and COVID-19 Considerations](index=7&type=section&id=Recent%20Developments%20and%20COVID-19%20Considerations) Park implemented COVID-19 support, incurred **$2.1 million** in associate bonuses, and closed one branch in 2021 to adapt to customer behavior and reduce expenses - Park provided various forms of support to customers experiencing financial hardship due to COVID-19, including loan modifications and participation in the PPP[46](index=46&type=chunk) - The company incurred **$2.1 million** in calamity pay and special bonuses for associates in 2021 related to the pandemic[47](index=47&type=chunk) - Park continued its focus on reducing operating expenses by closing one branch in 2021, after closing **23** branches in 2020[50](index=50&type=chunk) [Lending Activities](index=8&type=section&id=Lending%20Activities) As of December 31, 2021, Park's total loan portfolio was approximately **$6.87 billion**, with commercial loans at **45.4%**, residential real estate at **30.0%**, and consumer loans at **24.6%** Loan Portfolio Composition as of December 31, 2021 | Loan Category | Amount (in millions) | Percentage of Total Loans | | :--- | :--- | :--- | | Commercial Loans & Leases | $3,121 | 45.4% | | Residential Real Estate & Construction | $2,060 | 30.0% | | Consumer Loans | $1,690 | 24.6% | - The commercial loan portfolio includes specialized national lending for aircraft financing (**$328 million**) and asset-based loans to non-bank consumer finance companies (**$323 million**)[67](index=67&type=chunk)[68](index=68&type=chunk) - The company's lending decisions are guided by written policies to maintain loan quality, with an independent internal loan review program that annually evaluates all loans greater than **$1 million**[55](index=55&type=chunk)[65](index=65&type=chunk) [Supervision and Regulation](index=13&type=section&id=Supervision%20and%20Regulation) Park and its subsidiaries are extensively regulated by federal and state agencies, subject to Basel III capital rules, adopted CECL in 2021, and maintain a 'well-capitalized' status - Park is regulated as a financial holding company by the Federal Reserve Board, while its subsidiary, The Park National Bank, is primarily regulated by the OCC[89](index=89&type=chunk)[90](index=90&type=chunk) - The company is subject to Basel III capital rules, which include minimum ratios for common equity tier 1 (**4.5%**), tier 1 (**6.0%**), total capital (**8.0%**), and leverage (**4.0%**), plus a capital conservation buffer of **2.5%**[122](index=122&type=chunk)[128](index=128&type=chunk) - Management believes that The Park National Bank meets the ratio requirements to be deemed "well-capitalized" under regulatory guidelines[134](index=134&type=chunk) - Park adopted the Current Expected Credit Loss (CECL) accounting standard on January 1, 2021, after electing to delay implementation as permitted by the CARES Act[129](index=129&type=chunk)[225](index=225&type=chunk) [Risk Factors](index=29&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from COVID-19 economic impacts, credit losses, interest rate changes, LIBOR transition, operational threats, CECL model insufficiency, and intense competition - The economic impact of the COVID-19 pandemic is a significant risk, potentially leading to increased credit losses, especially in higher-risk loan portfolios such as hotels, restaurants, and strip shopping centers[179](index=179&type=chunk)[180](index=180&type=chunk) Loan Portfolio Exposure to High-Risk Sectors (as of Dec 31, 2021, excluding PPP) | Sector | Exposure (in millions) | % of PNB's Loan Portfolio | | :--- | :--- | :--- | | Hotel and accommodations | $220.1 | 3.2% | | Restaurants and food service | $53.3 | 0.8% | | Strip shopping centers | $265.5 | 3.9% | | Automobile-based loans | $1,800.0 | 26.3% | - The company faces operational risks from system disruptions, cyber-attacks, and reliance on third-party vendors, which could lead to reputational damage and financial loss[198](index=198&type=chunk)[204](index=204&type=chunk) - The adoption of the CECL model for the allowance for credit losses introduces risk, as the model's assumptions may prove incorrect, potentially requiring additional provisions that could adversely impact financial results[222](index=222&type=chunk)[226](index=226&type=chunk) [Properties](index=43&type=section&id=ITEM%202.%20PROPERTIES) Park National Bank operates **96** financial service offices across Ohio, Kentucky, and the Carolinas, with **16** leased and the remainder owned, and its principal executive offices in Newark, Ohio - Park National Bank and its subsidiary operate a total of **96** financial service offices, of which **16** are leased and the remainder are owned[269](index=269&type=chunk) PART II [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 (PRK) trades on NYSE American, yielding a **7.1%** annual compound total return over five years, with **3,420** shareholders of record and **1,195,088** shares available for repurchase Five-Year Annual Compound Total Return (2016-2021) | Index | Annual Compound Total Return | | :--- | :--- | | **Park National Corporation (PRK)** | **7.1%** | | NYSE Composite Index | 11.9% | | KBW NASDAQ Bank Index | 10.5% | | S&P U.S. SmallCap Banks Index | 6.7% | - As of December 31, 2021, Park had **3,420** shareholders of record[277](index=277&type=chunk) - As of December 31, 2021, a maximum of **1,195,088** common shares may yet be purchased under the company's publicly announced stock repurchase programs[284](index=284&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=48&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Park reported **$153.9 million** net income in 2021, a **20.3%** increase, driven by a credit loss recovery; total loans decreased **4.3%** to **$6.87 billion**, while deposits grew **4.3%** to **$8.16 billion** Consolidated Financial Highlights | (In thousands) | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $329,893 | $327,630 | 0.7% | | (Recovery of) Provision for Credit Losses | $(11,916) | $12,054 | N/A | | Other Income | $129,944 | $125,664 | 3.4% | | Other Expense | $283,518 | $286,595 | (1.1)% | | **Net Income** | **$153,945** | **$127,923** | **20.3%** | - The company adopted the CECL accounting standard on January 1, 2021, which resulted in a **$6.1 million** increase to the allowance for credit losses and an **$8.0 million** decrease to retained earnings[468](index=468&type=chunk) - Total loans decreased **4.3%** to **$6.87 billion** at year-end 2021, primarily due to the forgiveness of PPP loans; excluding PPP loans, the portfolio decreased by **0.7%**[386](index=386&type=chunk) - Total deposits increased by **4.3%** to **$8.16 billion**; the company also utilized off-balance sheet deposit programs, which held **$983.1 million** at year-end 2021[339](index=339&type=chunk) [Financial Statements and Supplementary Data](index=92&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents audited consolidated financial statements for 2021, with Crowe LLP providing an unqualified opinion and identifying CECL adoption as a critical audit matter - The independent auditor, Crowe LLP, issued an unqualified opinion on the financial statements and internal controls over financial reporting for the year ended December 31, 2021[559](index=559&type=chunk) - The auditor identified the adoption and application of the new Allowance for Credit Losses (CECL) standard as a critical audit matter due to the significant and complex judgments made by management[567](index=567&type=chunk)[569](index=569&type=chunk) [Controls and Procedures](index=179&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were effective as of December 31, 2021, with new internal controls implemented for CECL accounting standard compliance - The CEO and CFO concluded that Park's disclosure controls and procedures were effective as of the end of the fiscal year[907](index=907&type=chunk) - Changes were made to internal controls over financial reporting during the period to accommodate the adoption of the CECL accounting standard, including new controls over model governance, assumptions, and data[910](index=910&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=180&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2022 Proxy Statement - Information required for this item concerning directors, executive officers, and corporate governance is incorporated by reference from the company's 2022 Proxy Statement[914](index=914&type=chunk)[915](index=915&type=chunk) [Executive Compensation](index=181&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive and director compensation details are incorporated by reference from the 2022 Proxy Statement - Information required for this item concerning executive compensation is incorporated by reference from the company's 2022 Proxy Statement[923](index=923&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=181&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Security ownership and equity compensation plan details are incorporated by reference from the 2022 Proxy Statement - Information required for this item concerning security ownership and equity compensation plans is incorporated by reference from the company's 2022 Proxy Statement[925](index=925&type=chunk)[926](index=926&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=181&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Related person transactions and director independence information is incorporated by reference from the 2022 Proxy Statement - Information required for this item concerning related transactions and director independence is incorporated by reference from the company's 2022 Proxy Statement[927](index=927&type=chunk)[929](index=929&type=chunk) [Principal Accountant Fees and Services](index=182&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Principal accountant fees and services information is incorporated by reference from the 2022 Proxy Statement - Information required for this item concerning principal accountant fees and services is incorporated by reference from the company's 2022 Proxy Statement[930](index=930&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=183&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists financial statements, schedules, and exhibits filed with the Form 10-K, including certifications - This section contains the index of all financial statements and exhibits filed with the Form 10-K, including certifications from the Principal Executive Officer and Principal Financial Officer[933](index=933&type=chunk)[950](index=950&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated condensed financial statements and key notes, including the adoption of the CECL accounting standard [Consolidated Condensed Balance Sheets](index=5&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets grew to $10.03 billion, driven by increases in cash and investment securities, while liabilities and equity also saw growth Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | **$10,034,018** | **$9,279,021** | **$755,000** | **8.1%** | | Cash and cash equivalents | $877,395 | $370,474 | $506,921 | 136.8% | | Total investment securities | $1,609,303 | $1,124,806 | $484,497 | 43.1% | | Net loans | $6,820,288 | $7,092,110 | ($271,822) | -3.8% | | **Total Liabilities** | **$8,966,106** | **$8,238,765** | **$727,341** | **8.8%** | | Total deposits | $8,364,385 | $7,572,358 | $792,027 | 10.5% | | **Total Shareholders' Equity** | **$1,067,912** | **$1,040,256** | **$27,656** | **2.7%** | [Consolidated Condensed Statements of Income](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Income) Net income increased significantly for the nine-month period to $117.4 million, driven by a recovery of credit loss provision Key Income Statement Data (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $81,602 | $83,840 | $246,187 | $241,309 | | Provision for (recovery of) credit loss | $1,972 | $13,836 | $(6,923) | $31,213 | | Total Other Income | $32,411 | $36,558 | $97,738 | $90,008 | | **Net Income** | **$35,434** | **$30,846** | **$117,397** | **$82,723** | | **Diluted EPS** | **$2.16** | **$1.88** | **$7.14** | **$5.04** | [Consolidated Condensed Statements of Cash Flows](index=12&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Net cash increased by $506.9 million for the nine-month period, primarily due to financing activities and a net increase in deposits Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $112,635 | $52,436 | | Net cash used in investing activities | $(186,221) | $(531,770) | | Net cash provided by financing activities | $580,507 | $566,087 | | **Increase in cash and cash equivalents** | **$506,921** | **$86,753** | [Notes to Unaudited Consolidated Condensed Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Condensed%20Financial%20Statements) The notes detail the adoption of the CECL standard, its impact on retained earnings, and potential pandemic-related effects on key estimates - The company adopted ASU 2016-13 (CECL) on January 1, 2021, using the modified retrospective method, resulting in a **net decrease to retained earnings of $8.0 million**[33](index=33&type=chunk)[38](index=38&type=chunk) - The COVID-19 pandemic is noted to have a potential meaningful impact on significant estimates such as the **allowance for credit losses, goodwill, and MSRs**, with particular attention to loan concentrations in hotels, restaurants, and retail shopping centers[32](index=32&type=chunk) Impact of ASC 326 (CECL) Adoption on Jan 1, 2021 (in thousands) | Account | Impact of Adoption | | :--- | :--- | | Total ACL on loans | $6,090 | | ACL on off-balance sheet commitments | $3,866 | | Net deferred tax liability | $(2,115) | | Shareholders' equity | $(7,956) | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=70&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant year-over-year increase in net income, driven by credit loss provision recovery and improved economic forecasts - Net income for the nine months ended Sep 30, 2021, was **$117.4 million, a 41.9% increase** from $82.7 million in the same period of 2020, largely driven by a $35.9 million positive swing in the provision for credit losses at the PNB segment[265](index=265&type=chunk)[275](index=275&type=chunk)[285](index=285&type=chunk) - The company participated extensively in the Paycheck Protection Program (PPP), originating a total of **$768.5 million in loans** across two rounds, with a remaining balance of $131.5 million as of Sep 30, 2021[254](index=254&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) - Total assets grew by **8.1% to $10.03 billion** in the first nine months of 2021, driven by increases in cash and investment securities, while loans decreased by 3.8% (or 0.9% excluding PPP loans)[424](index=424&type=chunk)[297](index=297&type=chunk) [Critical Accounting Policies](index=75&type=section&id=Critical%20Accounting%20Policies) Management identifies the Allowance for Credit Losses (ACL), Fair Value measurements, and Goodwill as critical policies requiring significant judgment - The determination of the **Allowance for Credit Losses (ACL)** is considered a critical accounting policy due to its reliance on material estimates, including default probabilities, loss given default, and forecasted economic conditions[257](index=257&type=chunk) - Goodwill is evaluated for impairment annually in Q2, and the qualitative analysis performed as of April 1, 2021, determined that **goodwill for the PNB reporting unit was not impaired**[260](index=260&type=chunk) [Comparison of Results of Operations](index=76&type=section&id=Comparison%20of%20Results%20of%20Operations) Year-to-date net income rose to $117.4 million, primarily due to a $6.9 million recovery of credit losses versus a $31.2 million provision in 2020 Net Income and EPS Comparison | Period | Net Income (2021) | Net Income (2020) | Diluted EPS (2021) | Diluted EPS (2020) | | :--- | :--- | :--- | :--- | :--- | | **Q3** | $35.4M | $30.8M | $2.16 | $1.88 | | **YTD** | $117.4M | $82.7M | $7.14 | $5.04 | - The company recorded a **recovery of credit losses of $6.9 million** for the first nine months of 2021, a significant reversal from the $31.2 million provision for credit losses in the same period of 2020, reflecting improved economic outlooks[314](index=314&type=chunk)[359](index=359&type=chunk) - Other expense for the nine months ended Sep 30, 2021 increased by $6.8 million, driven by a $14.3 million increase in data processing fees and a **$4.0 million contribution to Park's charitable foundation**[401](index=401&type=chunk)[402](index=402&type=chunk) [Comparison of Financial Condition](index=103&type=section&id=Comparison%20of%20Financial%20Condition) Total assets grew 8.1% to $10.03 billion, fueled by deposit growth, while net loans decreased due to PPP loan forgiveness - Total assets increased by **$755.0 million (8.1%)** during the first nine months of 2021, primarily due to a $506.9 million increase in cash and cash equivalents and a $484.5 million increase in investment securities[424](index=424&type=chunk) - Total deposits increased by **$792.0 million (10.5%) to $8.36 billion**, and the company utilized an off-balance sheet program holding an additional $818.3 million in insured cash sweep deposits[425](index=425&type=chunk)[300](index=300&type=chunk) - Shareholders' equity increased by **$27.7 million to $1.07 billion**, driven by $117.4 million in net income, offset by $54.4 million in dividends and a $13.4 million decline in AOCI[426](index=426&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=106&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company maintains an asset-sensitive position, with net income projected to rise by 6.6% in a +200 bps rate scenario - At September 30, 2021, the twelve-month cumulative rate sensitivity gap was a **positive $1,871.8 million**, representing 20.3% of total interest earning assets, indicating an asset-sensitive position[441](index=441&type=chunk) - An earnings simulation model at September 30, 2021, projected that a gradual **200 bps increase in rates** over 12 months would **increase net income by 6.6%**, while a 200 bps decrease would reduce net income by 13.5%[443](index=443&type=chunk) [Controls and Procedures](index=106&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, noting control modifications related to the adoption of CECL - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the quarter[444](index=444&type=chunk) - In relation to the adoption of CECL (ASU 2016-13) on January 1, 2021, the company **designed new controls and modified existing ones** over financial reporting, particularly concerning model governance, assumptions, and loan-level data[445](index=445&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=107&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings outside of routine litigation incidental to its business - There are **no pending legal proceedings considered to be material**, except for routine legal proceedings incidental to business[448](index=448&type=chunk) [Risk Factors](index=107&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors are reported since the last Annual Report on Form 10-K - The report refers to the detailed discussion of risk factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, indicating **no material changes**[449](index=449&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) The company repurchased 137,659 common shares during the quarter, with 1,195,088 shares remaining under its repurchase programs Issuer Purchases of Equity Securities (Q3 2021) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2021 | 0 | N/A | | August 2021 | 75,000 | $118.21 | | September 2021 | 62,659 | $114.60 | | **Total** | **137,659** | **$116.57** | - As of September 30, 2021, the maximum number of common shares that may yet be purchased under the company's various repurchase programs is **1,195,088**[451](index=451&type=chunk) [Exhibits](index=108&type=section&id=Item%206.%20Exhibits) This section lists all filed exhibits, including required CEO/CFO certifications and Inline XBRL financial data - The filing includes **CEO and CFO certifications** as required by Sarbanes-Oxley Sections 302 and 906[457](index=457&type=chunk)[462](index=462&type=chunk) - Financial statements and notes are provided in **Inline XBRL format** as required by the SEC[462](index=462&type=chunk)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 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 pe ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, market risk disclosures, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2021 financial statements reflect significant growth in assets and deposits, with net income surging to $42.8 million [Consolidated Condensed Balance Sheets](index=5&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets grew to $9.91 billion, driven by a $572.8 million increase in cash, while deposits rose $663.8 million to $8.24 billion Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 ($ thousands) | December 31, 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Cash and cash equivalents | $943,275 | $370,474 | $572,801 | 154.6% | | Net loans | $7,081,859 | $7,092,110 | ($10,251) | -0.1% | | Total assets | $9,914,069 | $9,279,021 | $635,048 | 6.8% | | **Liabilities & Equity** | | | | | | Total deposits | $8,236,199 | $7,572,358 | $663,841 | 8.8% | | Total liabilities | $8,872,798 | $8,238,765 | $634,033 | 7.7% | | Total shareholders' equity | $1,041,271 | $1,040,256 | $1,015 | 0.1% | [Consolidated Condensed Statements of Income](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Income) Q1 2021 net income surged to $42.8 million, up 91.4%, driven by higher net interest income and a credit loss provision recovery Q1 2021 vs Q1 2020 Income Statement (in thousands, except per share data) | Metric | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | Change ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $80,734 | $76,283 | $4,451 | 5.8% | | (Recovery of) Provision for Credit Loss | ($4,855) | $5,153 | ($10,008) | N/A | | Total Other Income | $34,089 | $22,486 | $11,603 | 51.6% | | Total Other Expense | $67,865 | $66,276 | $1,589 | 2.4% | | **Net Income** | **$42,831** | **$22,372** | **$20,459** | **91.4%** | | **Diluted EPS** | **$2.61** | **$1.36** | **$1.25** | **91.9%** | [Consolidated Condensed Statements of Comprehensive Income](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Income) Comprehensive income decreased to $29.4 million in Q1 2021, primarily due to a $13.5 million other comprehensive loss on AFS debt securities - Other comprehensive (loss) income was **$(13.5) million** in Q1 2021, compared to **$17.7 million** in Q1 2020[21](index=21&type=chunk) - The change in OCI was primarily driven by unrealized net holding losses on available-for-sale debt securities of **$13.6 million** in Q1 2021, versus a gain of **$18.2 million** in Q1 2020[21](index=21&type=chunk) [Consolidated Condensed Statements of Changes in Shareholders' Equity](index=10&type=section&id=Consolidated%20Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity slightly increased to $1.041 billion, impacted by net income, dividends, OCI, and an $8.0 million CECL adjustment - A cumulative change in accounting principle reduced retained earnings by **$8.0 million** upon the adoption of CECL on January 1, 2021[23](index=23&type=chunk)[37](index=37&type=chunk) - Dividends of **$1.23 per share**, totaling **$20.4 million**, were declared and paid during Q1 2021[23](index=23&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=11&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $572.8 million, primarily from $602.4 million in financing activities, driven by a $762.9 million deposit increase Cash Flow Summary (in thousands) | Activity | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $45,865 | $8,762 | | Net cash (used in) provided by investing activities | ($75,481) | $32,743 | | Net cash provided by financing activities | $602,417 | $119,459 | | **Increase in cash and cash equivalents** | **$572,801** | **$160,964** | [Notes to Unaudited Consolidated Condensed Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Condensed%20Financial%20Statements) Notes detail CECL adoption, loan portfolio composition including PPP loans, improved credit quality, financial instrument valuation, and segment performance [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong Q1 2021 performance to increased net interest income, credit loss recovery, and other income, supported by CECL adoption and robust capital [COVID-19 Considerations](index=66&type=section&id=COVID-19%20Considerations) The company provided $749.9 million in PPP loans and modified $669.6 million in loans, with $51.1 million still deferred, heavily impacting hotels - Originated a total of **$749.9 million** in PPP loans through March 31, 2021, receiving **$20.2 million** in fees for the first round and expecting **$11.4 million** for the second[249](index=249&type=chunk)[250](index=250&type=chunk) - Provided loan modifications related to COVID-19 hardship on an aggregate balance of **$669.6 million** through March 31, 2021[252](index=252&type=chunk)[255](index=255&type=chunk) - The hotel and accommodations portfolio had the highest percentage of modifications, with **72.5%** of its total balance modified due to the pandemic[256](index=256&type=chunk) [Financial Results by Segment](index=69&type=section&id=Financial%20Results%20by%20Segment) PNB, the primary segment, drove performance with net income rising to $45.1 million due to higher net interest income and credit loss recovery Net Income (Loss) by Segment (in thousands) | Segment | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | | :--- | :--- | :--- | | PNB | $45,122 | $25,908 | | All Other | ($2,291) | ($3,536) | | **Total Park** | **$42,831** | **$22,372** | - PNB's loan portfolio remained stable at **$7.16 billion** at March 31, 2021, but was up **10.1%** YoY, influenced by **$387.0 million** in PPP loans[283](index=283&type=chunk) - PNB's total deposits grew **8.5%** to **$8.49 billion** since year-end 2020, and **15.4%** year-over-year[285](index=285&type=chunk) [Net Interest Income](index=75&type=section&id=Net%20Interest%20Income) Consolidated net interest income increased 5.8% to $80.7 million, driven by reduced interest expense, despite a slight net interest margin compression to 3.76% Net Interest Margin Analysis | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Tax-equivalent Net Interest Income ($ thousands) | $81,448 | $77,008 | | Average Interest Earning Assets ($ thousands) | $8,786,301 | $7,889,043 | | Yield on Earning Assets (%) | 3.96% | 4.57% | | Cost of Interest Bearing Liabilities (%) | 0.32% | 0.90% | | Net Interest Spread (%) | 3.64% | 3.67% | | **Net Interest Margin (%)** | **3.76%** | **3.93%** | - The average cost of interest-bearing deposits dropped sharply to **0.16%** in Q1 2021 from **0.81%** in Q1 2020[315](index=315&type=chunk)[317](index=317&type=chunk) [Credit Metrics and (Recovery of) Provision for Credit Losses](index=78&type=section&id=Credit%20Metrics%20and%20%28Recovery%20of%29%20Provision%20for%20Credit%20Losses) Q1 2021 saw a $4.9 million credit loss recovery, improving ACL to $86.9 million and reducing nonperforming assets to $134.3 million - Adoption of CECL on Jan 1, 2021 resulted in a **$6.1 million** increase to the ACL and a **$3.9 million** increase to the allowance for unfunded credit losses[328](index=328&type=chunk) Nonperforming Assets (in thousands) | Category | March 31, 2021 ($ thousands) | Dec 31, 2020 ($ thousands) | March 31, 2020 ($ thousands) | | :--- | :--- | :--- | :--- | | Nonaccrual loans | $114,708 | $117,368 | $90,354 | | Total nonperforming loans | $130,327 | $139,614 | $119,311 | | **Total nonperforming assets** | **$134,335** | **$144,209** | **$126,510** | | **NPA / Total Assets (%)** | **1.35%** | **1.55%** | **1.45%** | - Commercial watch list loans increased to **$110.0 million** from **$26.8 million** YoY, largely due to downgrades in the hotel and accommodation portfolio[344](index=344&type=chunk) [Other Income](index=83&type=section&id=Other%20Income) Other income increased by $11.6 million (51.6%) to $34.1 million, driven by higher other service income and equity securities gains Components of Other Income (in thousands) | Category | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | Change ($ thousands) | | :--- | :--- | :--- | :--- | | Income from fiduciary activities | $8,173 | $7,113 | $1,060 | | Other service income | $9,617 | $3,766 | $5,851 | | Debit card fee income | $6,086 | $4,960 | $1,126 | | Gain (loss) on equity securities, net | $1,810 | ($973) | $2,783 | | **Total other income** | **$34,089** | **$22,486** | **$11,603** | [Other Expense](index=84&type=section&id=Other%20Expense) Total other expense increased by $1.6 million to $67.9 million, primarily due to higher data processing fees and salaries, partially offset by other reductions Components of Other Expense (in thousands) | Category | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | Change ($ thousands) | | :--- | :--- | :--- | :--- | | Salaries | $29,896 | $28,429 | $1,467 | | Data processing fees | $7,712 | $2,492 | $5,220 | | Professional fees and services | $5,664 | $7,066 | ($1,402) | | Miscellaneous | $2,251 | $4,505 | ($2,254) | | **Total other expense** | **$67,865** | **$66,276** | **$1,589** | [Financial Condition, Liquidity, and Capital Resources](index=89&type=section&id=Financial%20Condition%2C%20Liquidity%2C%20and%20Capital%20Resources) Financial condition strengthened with total assets growing to $9.9 billion, robust liquidity, and capital levels well above regulatory minimums - Total assets increased by **$635.0 million** (**6.8%**) in Q1 2021, primarily due to a **$572.8 million** increase in cash and cash equivalents[385](index=385&type=chunk)[386](index=386&type=chunk) - Liquidity is strong, with cash provided by financing activities of **$602.4 million**, mainly from a net deposit increase of **$663.9 million**[390](index=390&type=chunk) Regulatory Capital Ratios (as of March 31, 2021) | Ratio | Park National Corp. (%) | The Park National Bank (%) | Well Capitalized Minimum (PNB) (%) | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 | 12.02% | 10.98% | 6.50% | | Tier 1 Risk-Based | 12.22% | 10.98% | 8.00% | | Total Risk-Based | 15.83% | 12.56% | 10.00% | | Leverage | 9.49% | 8.50% | 5.00% | [Quantitative and Qualitative Disclosures About Market Risk](index=91&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is asset-sensitive with a $1.55 billion rate sensitivity gap, projecting minor net income changes from gradual interest rate shifts - The twelve-month cumulative rate sensitivity gap was a positive **$1.55 billion** (**17.0%** of total interest earning assets) at March 31, 2021, an increase from **$1.29 billion** at year-end 2020[402](index=402&type=chunk) - An earnings simulation model at March 31, 2021 projected that a gradual **200 bps** increase in rates over one year would decrease net income by **2.2%**, while a **200 bps** decrease would lower net income by **11.9%**[404](index=404&type=chunk) [Controls and Procedures](index=91&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirmed effective disclosure controls, with new and modified internal controls implemented for CECL accounting guidance - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the quarter[405](index=405&type=chunk) - New and modified controls over financial reporting were implemented to comply with the CECL accounting guidance (ASU 2016-13), focusing on model design, governance, assumptions, and data[406](index=406&type=chunk) [PART II. OTHER INFORMATION](index=92&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and a list of exhibits filed with the report [Legal Proceedings](index=94&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material legal proceedings beyond routine business litigation - There are no pending legal proceedings considered to be material, except for routine proceedings incidental to business[408](index=408&type=chunk) [Risk Factors](index=94&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for FY2020 - The report refers to the detailed discussion of risk factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020[409](index=409&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=94&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase common shares in Q1 2021, with 1,332,747 shares remaining available under existing repurchase plans - No common shares were repurchased during the first quarter of 2021[411](index=411&type=chunk) - As of March 31, 2021, **1,332,747** common shares may yet be purchased under existing publicly announced repurchase plans[411](index=411&type=chunk) [Exhibits](index=95&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO/CFO certifications under Rule 13a-14(a) and Section 1350, as well as Inline XBRL financial data[419](index=419&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2020 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 or other j ...