Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 - Regulation FD Disclosure
On February 1, 2026, First Citizens Bancshares, Inc., a Tennessee corporation (“First Citizens”) merged into Park, with Park continuing as the surviving corporation. Immediately following the merger, First Citizens National Bank ("FCNB"), a national banking association and a wholly-owned subsidiary of First Citizens, merged into The Park National Bank ("PNB"), with PNB as the surviving bank. FCNB’s former operations now comprise Park’s newly established Tennessee region.
On the acquisition date, First Citizens had $2.6 billion in total assets, $1.6 billion in total loans, and $2.2 billion in total deposits. The acquisition was valued at $324.1 million and resulted in Park issuing 1,988,131 Park common shares as merger consideration in exchange for First Citizens outstanding common stock. For the nine months ended September 30, 2026, Park recorded $26.5 million of merger-related expenses and other income reducing charges associated with the First Citizens acquisition.
The First Citizens acquisition was accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed in the acquisition were recorded at their estimated fair values as of the acquisition date. These estimates were recorded based on preliminary valuations, and these estimates, including the initial accounting for deferred taxes, are considered preliminary as of September 30, 2026, and subject to adjustment for up to one year after the acquisition date. Accordingly, the preliminary estimates and assumptions are subject to change and the final acquisition accounting may differ materially from the amounts presented herein.
In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. While Park believes that the information available on the acquisition date provided a reasonable basis for estimating fair value, additional information may be obtained during the measurement period that would result in changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the acquisition date or the date Park concludes that all necessary information about the facts and circumstances that existed as of the acquisition date have been obtained. Management anticipates that facts obtained during the measurement period could result in adjustments to the valuation amounts.
Financial Results
Net income for the three months ended September 30, 2026 of $56.9 million represented a $9.8 million, or 20.7%, increase compared to $47.2 million for the three months ended September 30, 2025. Pre-tax, pre-provision net income for the three months ended September 30, 2026 of $69.8 million represented a $7.7 million, or 12.4%, increase compared to $62.1 million for the three months ended September 30, 2025.
Net income for the nine months ended September 30, 2026 of $157.4 million represented a $19.9 million, or 14.5%, increase compared to $137.4 million for the nine months ended September 30, 2025. Pre-tax, pre-provision net income for the nine months ended September 30, 2026 of $201.6 million represented a $25.3 million, or 14.4%, increase compared to $176.3 million for the nine months ended September 30, 2025.
Net income for each of the three months ended September 30, 2026, June 30, 2026 and September 30, 2025 and for the nine months ended September 30, 2026 and September 30, 2025 included several items of income and expense, including merger-related expenses, that impacted comparability of period results. These items are detailed in the "Financial Reconciliations" section within the Financial Results News Release.
The following discussion provides additional information regarding Park's financial results for the third quarter and first nine months of 2026.
Overview
The following table reflects Park's net income for the first, second and third quarters of 2026, for the first nine months of 2026 and 2025 (the nine months ended September 30), and for the year ended December 31, 2025.
(In thousands) Q3 2026 Q2 2026 Q1 2026 Nine months YTD 2026 Nine months YTD 2025 2025
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Net interest income $ 140,743 $ 138,857 $ 125,780 $ 405,380 $ 324,385 $ 437,311
(Recovery of) provision for credit losses (964) 4,575 2,672 6,283 7,639 11,488
Other income 36,638 39,540 33,728 109,906 88,506 119,881
Other expense 107,544 100,960 105,159 313,663 236,604 324,381
Income before income taxes $ 70,801 $ 72,862 $ 51,677 $ 195,340 $ 168,648 $ 221,323
Income tax expense 13,869 14,110 9,990 37,969 31,214 41,250
Net income $ 56,932 $ 58,752 $ 41,687 $ 157,371 $ 137,434 $ 180,073
Net interest income of $405.4 million for the nine months ended September 30, 2026 represented a $81.0 million, or 25.0%, increase compared to $324.4 million for the nine months ended September 30, 2025. The increase was a result of a $93.3 million increase in interest income, partially offset by a $12.3 million increase in interest expense. The $93.3 million increase in interest income was due to a $81.0 million increase in interest income on loans and a $12.3 million increase in investment income.
The $81.0 million increase in interest income on loans was primarily the result of a $1.61 billion (or 20.34%) increase in average loans, from $7.90 billion for the nine months ended September 30, 2025 to $9.51 billion for the nine months ended September 30, 2026, as well as an increase in the yield on loans, which increased 8 basis points to 6.40% for the nine months ended September 30, 2026, compared to 6.32% for the nine months ended September 30, 2025. Interest income on loans was impacted by the acquisition of First Citizens on February 1, 2026. The newly formed Tennessee region contributed $68.7 million to loan interest income during the nine months ended September 30, 2026, including purchase accounting accretion of $1.6 million.
The $12.3 million increase in investment income was primarily the result of a $443.6 million (or 32.03%) increase in average investments, including money market investments, from $1.38 billion for the nine months ended September 30, 2025 to $1.83 billion for the nine months ended September 30, 2026. This increase was also impacted by an increase in the yield on investments, including money market investments, which increased 11 basis points to 3.58% for the nine months ended September 30, 2026, compared to 3.47% for the nine months ended September 30, 2025. The increase in average investments was primarily due to the acquisition of First Citizens'.
The $12.3 million increase in interest expense was due to a $17.1 million increase in interest expense on deposits, partially offset by a $4.8 million decrease in interest expense on borrowings.
The $17.1 million increase in interest expense on deposits was the result of a $1.65 billion (or 28.29%) increase in average on-balance sheet interest bearing deposits from $5.83 billion for the nine months ended September 30, 2025, to $7.48 billion for the nine months ended September 30, 2026. This increase was partially offset by a decrease in the cost of deposits of 7 basis points, from 1.74% for the nine months ended September 30, 2025 to 1.67% for the nine months ended September 30, 2026. Interest expense on deposits was impacted by the acquisition of First Citizens' which contributed $27.7 million to interest expense on deposits during the nine months ended September 30, 2026.
The $4.8 million decrease in interest expense on borrowings was the result of a decrease in the cost of borrowings of 153 basis points, from 3.82% for the nine months ended September 30, 2025 to 2.29% for the nine months ended September 30, 2026 as well as a $114.4 million (or 45.53%) decrease in average borrowings from $251.3 million for the nine months ended September 30, 2025, to $136.9 million for the nine months ended September 30, 2026. The balance of average borrowings was impacted by the redemption of subordinated debt. On September 1, 2025, $175.0 million of subordinated debt was repaid, followed by an additional repayment of $15.0 million of subordinated debt on September 30, 2025.
The provision for credit losses of $6.3 million for the nine months ended September 30, 2026 represented a decrease of $1.4 million, compared to $7.6 million for the nine months ended September 30, 2025. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional details regarding the level of the provision for credit losses recognized in each period presented.
The table below reflects Park's total other income for the nine months ended September 30, 2026 and 2025.
(Dollars in thousands) 2026 2025 $ change % change
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Other income:
Income from fiduciary activities $ 39,317 $ 33,931 $ 5,386 15.9%
Service charges on deposit accounts 10,519 7,499 3,020 40.3%
Other service income 12,128 10,383 1,745 16.8%
Debit card fee income 23,337 19,300 4,037 20.9%
Bank owned life insurance income 5,697 4,833 864 17.9%
ATM fees 1,256 1,073 183 17.1%
Gain on sale of debt securities, net 1,084 — 1,084 N.M.
Gain on equity securities, net 6,318 1,069 5,249 N.M.
Other components of net periodic benefit income 7,390 7,032 358 5.1%
Miscellaneous 2,860 3,386 (526) (15.5)%
Total other income $ 109,906 $ 88,506 $ 21,400 24.2%
Other income of $109.9 million for the nine months ended September 30, 2026 represented an increase of $21.4 million, or 24.2%, compared to $88.5 million for the nine months ended September 30, 2025. Total other income was impacted by the acquisition of First Citizens' which added $9.0 million to total other income for the nine months ended September 30, 2026.
The $5.4 million increase in income from fiduciary activities was largely due to a 10.2% increase in the average market value of assets under management. The market value of assets under management as of September 30, 2026 was $9.9 billion, of which $288.7 million was from the Tennessee region. The newly formed Tennessee region contributed $1.3 million to income from fiduciary activities for the nine months ended September 30, 2026.
The $3.0 million increase in service charges on deposits was largely due to an increase in non-sufficient funds fees and maintenance fees on deposits as a result of the acquisition of First Citizens.
The $1.7 million increase in other service income was mainly due to an increase in mortgage related other service income. The newly formed Tennessee region contributed $1.6 million to other service income for the nine months ended September 30, 2026.
The $4.0 million increase in debit card fee income was primarily related to an increase in sales and debit card transactions. The newly formed Tennessee region contributed $3.4 million to debit card fee income for the nine months ended September 30, 2026.
The change in gain on sale of debt securities, net was due to net gains on the sale of debt securities of $1.1 million recorded during the nine months ended September 30, 2026. There were no sales of debt securities for the nine months ended September 30, 2025. The securities sold during the nine months ended September 30, 2026 were acquired from First Citizens'.
The change in gain on equity securities, net was due to net gains on both equity securities carried at fair value and capital investments during the nine months ended September 30, 2026 compared to lower net gains on equity securities carried at fair value and on capital investments during the same period of 2025.
The table below reflects Park's total other expense for the nine months ended September 30, 2026 and 2025.
(Dollars in thousands) 2026 2025 $ change % change
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Other expense:
Salaries $ 143,012 $ 113,420 $ 29,592 26.1%
Employee benefits 36,224 29,516 6,708 22.7%
Occupancy expense 12,937 10,030 2,907 29.0%
Furniture and equipment expense 8,602 6,754 1,848 27.4%
Data processing fees 42,660 33,081 9,579 29.0%
Professional fees and services 34,730 22,177 12,553 56.6%
Marketing 4,714 4,330 384 8.9%
Insurance 6,067 4,821 1,246 25.8%
Communication 4,488 3,382 1,106 32.7%
State tax expense 4,400 3,718 682 18.3%
Amortization of intangible assets 5,288 795 4,493 N.M.
Miscellaneous 10,541 4,580 5,961 130.2%
Total other expense $ 313,663 $ 236,604 $ 77,059 32.6%
Total other expense of $313.7 million for the nine months ended September 30, 2026 represented an increase of $77.1 million compared to $236.6 million for the nine months ended September 30, 2025. Included within total other expense are merger-related costs, along with the expanded other expense base that stems from the acquisition of First Citizens. Total other expense for the nine months ended 2026 included $26.3 million in merger-related expenses and $38.4 million related to Park's newly formed Tennessee region and other acquired entities. The breakout of these expenses is detailed in the table below.
(Dollars in thousands) 2026 Merger Related TN Region Adjusted 2026 * 2025 $ change (Adjusted 2026 to 2025) % change (Adjusted 2026 to 2025)
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Other expense:
Salaries $ 143,012 $ 9,375 $ 16,366 $ 117,271 $ 113,420 $ 3,851 3.4%
Employee benefits 36,224 130 4,107 31,987 29,516 2,471 8.4%
Occupancy expense 12,937 — 2,037 10,900 10,030 870 8.7%
Furniture and equipment expense 8,602 34 1,909 6,659 6,754 (95) (1.4)%
Data processing fees 42,660 260 4,388 38,012 33,081 4,931 14.9%
Professional fees and services 34,730 15,619 541 18,570 22,177 (3,607) (16.3)%
Marketing 4,714 20 430 4,264 4,330 (66) (1.5)%
Insurance 6,067 33 1,525 4,509 4,821 (312) (6.5)%
Communication 4,488 57 949 3,482 3,382 100 3.0%
State tax expense 4,400 — 561 3,839 3,718 121 3.3%
Amortization of intangible assets 5,288 — 4,174 1,114 795 319 40.1%
Miscellaneous 10,541 722 1,417 8,402 4,580 3,822 83.4%
Total other expense $ 313,663 $ 26,250 $ 38,404 $ 249,009 $ 236,604 $ 12,405 5.2%
*Non-GAAP
The $3.9 million increase in adjusted salaries expense was primarily related to increases in base salaries expense, incentive compensation and share based compensation expense. The $2.5 million increase in adjusted employee benefits expense was primarily related to increases in group insurance expense, partially offset by decreases in other employee benefit expenses. The $870,000 increase in adjusted occupancy expense was primarily related to increases in expenses connected to strategic
initiatives and increases in maintenance and repairs expense. The $4.9 million increase in adjusted data processing fees was mainly related to an increase in software related expenses and ATM and debit card processing expense. Data processing fees in the Tennessee region reflect the costs of running two core systems until operational conversion, which occurred in the third quarter of 2026. The $3.6 million decrease in adjusted professional fees and services was primarily due to decreases in consulting expenses, credit services expense, temporary wage expense and other professional fees, partially offset by increases in legal services expense and appraisal fee expense. The $3.8 million increase in adjusted miscellaneous expense is primarily due to an increase in other non-loan related losses and allowance for unfunded credit loss expense.
The table below provides certain balance sheet information and financial ratios for Park as of or for the nine months ended September 30, 2026 and 2025 and the year ended December 31, 2025.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 % change from 12/31/25 % change from 9/30/25
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Loans 9,772,923 8,051,242 7,992,753 21.38% 22.27%
Allowance for credit losses 109,869 92,973 91,758 18.17% 19.74%
Net loans 9,663,054 7,958,269 7,900,995 21.42% 22.30%
Investment securities 1,334,410 802,142 926,934 66.36% 43.96%
Total assets 12,646,245 9,805,013 9,862,068 28.98% 28.23%
Total deposits 10,624,491 8,243,713 8,329,924 28.88% 27.55%
Average assets (1) 12,463,165 10,107,816 10,120,742 23.30% 23.14%
Efficiency ratio (2) 60.51 % 57.94 % 57.03 % 4.44% 6.10%
Return on average assets 1.69 % 1.78 % 1.82 % (5.06)% (7.14)%
(1) Average assets for the nine months ended September 30, 2026 and 2025 and for the year ended December 31, 2025.
(2) Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income includes the effects of taxable equivalent adjustments using a 21% federal corporate income tax rate. The taxable equivalent adjustments were $3.0 million, $2.0 million and $2.7 million, respectively, for the nine months ended September 30, 2026 and 2025 and the year ended December 31, 2025, respectively.
Loans
Loans outstanding at September 30, 2026 were $9.77 billion, compared to (i) $8.05 billion at December 31, 2025, an increase of $1.72 billion, and (ii) $7.99 billion at September 30, 2025, an increase of $1.78 billion. The table below breaks out the change in loans outstanding, by loan type.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 $ change from 12/31/25 % change from 12/31/25 $ change from 9/30/25 % change from 9/30/25
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Home equity $ 333,998 $ 241,478 $ 230,141 $ 92,520 38.3% $ 103,857 45.1%
Installment 1,857,532 1,843,494 1,876,977 14,038 0.8% (19,445) (1.0)%
Real estate 1,587,832 1,482,728 1,500,903 105,104 7.1% 86,929 5.8%
Commercial 5,991,795 4,481,519 4,383,732 1,510,276 33.7% 1,608,063 36.7%
Other 1,766 2,023 1,000 (257) (12.7)% 766 76.6%
Total loans $ 9,772,923 $ 8,051,242 $ 7,992,753 $ 1,721,681 21.4% $ 1,780,170 22.3%
Excluding loans outstanding in Park's newly formed Tennessee region, loans outstanding at September 30, 2026 were $8.19 billion, compared to (i) $8.05 billion at December 31, 2025, an increase of $137.9 million, and (ii) $7.99 billion at September 30, 2025, an increase of $196.3 million. The table below breaks out the change in loans outstanding, by loan type.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 $ change from 12/31/25 % change from 12/31/25 $ change from 9/30/25 % change from 9/30/25
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Home equity $ 264,809 $ 241,478 $ 230,141 $ 23,331 9.7% $ 34,668 15.1%
Installment 1,841,310 1,843,494 1,876,977 (2,184) (0.1)% (35,667) (1.9)%
Real estate 1,406,131 1,482,728 1,500,903 (76,597) (5.2)% (94,772) (6.3)%
Commercial 4,675,412 4,481,519 4,383,732 193,893 4.3% 291,680 6.7%
Other 1,435 2,023 1,000 (588) (29.1)% 435 43.5%
Total loans $ 8,189,097 $ 8,051,242 $ 7,992,753 $ 137,855 1.7% $ 196,344 2.5%
Park's allowance for credit losses was $109.9 million at September 30, 2026, compared to $93.0 million at December 31, 2025, an increase of $16.9 million, or 18.2%. Refer to the “Credit Metrics and Provision for Credit Losses” section for additional information regarding Park's loan portfolio and the level of provision for credit losses recognized in each period presented.
Deposits
Total deposits at September 30, 2026 were $10.62 billion, compared to (i) $8.24 billion at December 31, 2025, an increase of $2.38 billion and (ii) $8.33 billion at September 30, 2025, an increase of $2.29 billion. Total deposits including off balance sheet deposits at September 30, 2026 were $10.62 billion, compared to (i) $8.35 billion at December 31, 2025, an increase of $2.28 billion and (ii) $8.48 billion at September 30, 2025, an increase of $2.14 billion.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 $ change from 12/31/25 % change from 12/31/25 $ change from 9/30/25 % change from 9/30/25
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Non-interest bearing deposits $ 3,054,899 $ 2,656,093 $ 2,601,666 $ 398,806 15.0% $ 453,233 17.4%
Transaction accounts 3,119,717 2,032,497 2,141,681 1,087,220 53.5% 978,036 45.7%
Savings 3,164,962 2,765,171 2,793,163 399,791 14.5% 371,799 13.3%
Certificates of deposit 1,244,564 772,952 773,514 471,612 61.0% 471,050 60.9%
Brokered and bid CD deposits 40,349 17,000 19,900 23,349 137.3% 20,449 102.8%
Total deposits $ 10,624,491 $ 8,243,713 $ 8,329,924 $ 2,380,778 28.9% $ 2,294,567 27.5%
Off balance sheet deposits $ — $ 105,265 $ 150,823 (105,265) (100.0)% (150,823) (100.0)%
Total deposits including off balance sheet deposits $ 10,624,491 $ 8,348,978 $ 8,480,747 2,275,513 27.3% 2,143,744 25.3%
Excluding total deposits in Park's newly formed Tennessee region, total deposits at September 30, 2026 were $8.58 billion, compared to (i) $8.24 billion at December 31, 2025, an increase of $339.0 million and (ii) $8.33 billion at September 30, 2025, an increase of $252.8 million. Total deposits, excluding total deposits in Park's newly formed Tennessee region, including off balance sheet deposits at September 30, 2026 were $8.58 billion, compared to (i) $8.35 billion at December 31, 2025, an increase of $233.8 million and (ii) $8.48 billion at September 30, 2025, an increase of $102.0 million.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 $ change from 12/31/25 % change from 12/31/25 $ change from 9/30/25 % change from 9/30/25
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Non-interest bearing deposits $ 2,662,974 $ 2,656,093 $ 2,601,666 $ 6,881 0.3% $ 61,308 2.4%
Transaction accounts 2,215,101 2,032,497 2,141,681 182,604 9.0% 73,420 3.4%
Savings 2,997,253 2,765,171 2,793,163 232,082 8.4% 204,090 7.3%
Certificates of deposit 707,427 772,952 773,514 (65,525) (8.5)% (66,087) (8.5)%
Brokered and bid CD deposits — 17,000 19,900 (17,000) (100.0)% (19,900) (100.0)%
Total deposits $ 8,582,755 $ 8,243,713 $ 8,329,924 $ 339,042 4.1% $ 252,831 3.0%
Off balance sheet deposits $ — $ 105,265 $ 150,823 (105,265) (100.0)% (150,823) (100.0)%
Total deposits including off balance sheet deposits $ 8,582,755 $ 8,348,978 $ 8,480,747 233,777 2.8% 102,008 1.2%
In order to manage the impact of deposit growth on its balance sheet, Park utilized a program where certain deposit balances were transferred off balance sheet while maintaining the customer relationship. Park is able to increase or decrease the amount of deposit balances transferred off balance sheet based on its balance sheet management strategies and liquidity needs.
The table below breaks out the change in deposit balances, including off balance sheet deposits, by deposit type, for Park.
(Dollars in thousands) September 30, 2026 December 31, 2025 September 30, 2025 $ change from 12/31/25 % change from 12/31/25 $ change from 9/30/25 % change from 9/30/25
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Retail deposits $ 5,224,031 $ 4,081,871 $ 3,963,727 $ 1,142,160 28.0% $ 1,260,304 31.8%
Commercial deposits 5,359,282 4,144,842 4,346,297 1,214,440 29.3% 1,012,985 23.3%
Brokered and bid CD deposits 40,282 17,000 19,900 23,282 137.0% 20,382
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