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    Park National Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    7/11/25 4:16:39 PM ET
    $PRK
    Major Banks
    Finance
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    prk-20250711
    false000080567600008056762025-07-112025-07-11

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     
    FORM 8-K
     
    CURRENT REPORT
     
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported)July 11, 2025
    PARK NATIONAL CORPORATION
    (Exact name of registrant as specified in its charter)
    Ohio1-1300631-1179518
    (State or other jurisdiction(Commission(IRS Employer
    of incorporation)File Number)Identification No.)
    51 North Third Street, P.O. Box 3500,Newark,Ohio43058-3500
    (Address of principal executive offices) (Zip Code)
    (740) 349-8451
    (Registrant’s telephone number, including area code)
     
    Not Applicable
    (Former name or former address, if changed since last report.)
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common shares, without par valuePRKNYSE American

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

        Emerging growth company   ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
    1


    Item 8.01 - Other Events

    On July 11, 2025, Park National Corporation (“Park”) provided notice under that certain Indenture, dated as of August 20, 2020, by and between Park and U.S. Bank National Association, as trustee (“U.S. Bank”), as supplemented by the First Supplemental Indenture dated August 20, 2020, that Park has elected to redeem on September 1, 2025 (the “Redemption Date”) all of Park’s $175,000,000 outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a redemption price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on the principal amount of the Notes to, but excluding, the Redemption Date.

    The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered by U.S. Bank.

    Forward-Looking Statements

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

    Risks and uncertainties that could cause actual results to differ include, without limitation: (1) the ability to execute our business plan successfully and manage strategic initiatives; (2) the impact of current and future economic and financial market conditions, including unemployment rates, inflation, interest rates, supply-demand imbalances, and geopolitical matters; (3) factors impacting the performance of our loan portfolio, including real estate values, financial health of borrowers, and loan concentrations; (4) the effects of monetary and fiscal policies, including interest rates, money supply, and inflation; (5) changes in federal, state, or local tax laws; (6) the impact of changes in governmental policy and regulatory requirements on our operations; (7) changes in consumer spending, borrowing, and saving habits; (8) changes in the performance and creditworthiness of customers, suppliers, and counterparties; (9) increased credit risk and higher credit losses due to loan concentrations; (10) volatility in mortgage banking income due to interest rates and demand; (11) adequacy of our internal controls and risk management programs; (12) competitive pressures among financial services organizations; (13) uncertainty regarding changes in banking regulations and other regulatory requirements; (14) our ability to meet heightened supervisory requirements and expectations; (15) the impact of changes in accounting policies and practices on our financial condition; (16) the reliability and accuracy of assumptions and estimates used in applying critical accounting estimates; (17) the potential for higher future credit losses due to changes in economic assumptions; (18) the ability to anticipate and respond to technological changes and our reliance on third-party vendors; (19) operational issues related to and capital spending necessitated by the implementation of information technology systems on which we are highly dependent; (20) the ability to secure confidential information and deliver products and services through computer systems and telecommunications networks; (21) the impact of security breaches or failures in operational systems; (22) the impact of geopolitical instability and trade policies on our operations including the imposition of tariffs and retaliatory tariffs; (23) the impact of changes in credit ratings of government debt and financial stability of sovereign governments; (24) the effect of stock market price fluctuations on our asset and wealth management businesses; (25) litigation and regulatory compliance exposure; (26) availability of earnings and excess capital for dividend declarations; (27) the impact of fraud, scams, and schemes on our business; (28) the impact of natural disasters, pandemics, and other emergencies on our operations; (29) potential deterioration of the economy due to financial, political, or other shocks; (30) impact of healthcare laws and potential changes on our costs and operations; (31) the ability to grow deposits and maintain adequate deposit levels, including by mitigating the effect of unexpected deposit outflows on our financial condition; and (32) other risk factors related to the banking industry.

    Forward-looking statements should be construed in the light of such risks. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements. Any forward looking statement in this Current Report on Form 8-K are based on current information as of the date of this Current Report on Form 8-K, and Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances whether as a result of new information, future developments or otherwise, or reflect the occurrence of unanticipated events, except to the extent required by law.

    2



    Item 9.01 - Financial Statements and Exhibits.

    (a)Not applicable
        
    (b)Not applicable

    (c)Not applicable

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



    Exhibit No.        Description

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

    3






    SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     PARK NATIONAL CORPORATION
       
    Dated: July 11, 2025By:/s/ Brady T. Burt
      Brady T. Burt
      Chief Financial Officer, Secretary and Treasurer
       

    4
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