04/02/2026 | Press release | Distributed by Public on 04/02/2026 14:11
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| PBRSUs | (2) | 03/31/2026 | M | 1,717.50(2) | (2) | (2) | Common Shares | 1,717.50 | (2) | 0 | D | ||||
| PBRSUs | (1) | 03/31/2026 | A | 2,212.50(1) | (1) | (1) | Common Shares | 2,212.50 | (1) | 2,212.50 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TRAUTMAN DAVID L 50 N. THIRD STREET NEWARK, OH 43055 |
X | Chairman of the Board | ||
| /s/ Brady T. Burt, Attorney-in-Fact for David L. Trautman | 04/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Effective March 31, 2026 (the "2023 PBRSU Certification Date"), the Executive Committee of the Board of Directors of Park National Corporation ("Park") certified the level of achievement with respect to the performance criteria for the three-fiscal-year performance period applicable to performance-based restricted stock units ("PBRSUs") granted to the reporting person effective January 18, 2023. The PBRSUs convert into Park common shares on a one-for-one basis. The PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement with 50% vesting (resulting in the right to receive the number of common shares shown in the first row in Table I) on the 2023 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2023 PBRSU Certification Date (shown in the second row in Table II as a derivative security). |
| (2) | These common shares of Park were acquired upon the satisfaction of a service-based vesting requirement whereby PBRSUs were converted into Park common shares on a one-for-one basis. |
| (3) | The number of common shares reported as beneficially owned differs due to shares acquired under Park's employee stock ownership plan (the "KSOP"). |
| (4) | Reflects common shares held in an inherited IRA which the spouse of the reporting person received as a beneficiary of her father's IRA following her father's death. |