STOCK TITAN

Park National (PRK) CEO nets new shares from PBRSU vesting and grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Park National Corporation President & CEO Matthew R. Miller reported routine equity compensation activity tied to performance-based restricted stock units (PBRSUs). On the 2023 PBRSU certification date of March 31, 2026, 1,282.5 PBRSUs were earned based on performance and converted on a one-for-one basis into common shares.

He also received a new grant of 1,522.5 PBRSUs subject to a service-based vesting requirement and acquired 1,522.5 common shares linked to vesting. To cover related tax obligations, 1,233.248 common shares were withheld at $163.45 per share. Following these transactions, Miller directly holds 11,545.6756 Park common shares.

This Form 4/A amends a prior filing to correct the number of common shares withheld for taxes upon PBRSU vesting, without reflecting any open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Miller Matthew R
Role President & CEO
Type Security Shares Price Value
Exercise PBRSUs 1,282.5 $0.00 --
Grant/Award PBRSUs 1,522.5 $0.00 --
Grant/Award Common Shares 1,522.5 $0.00 --
Tax Withholding Common Shares 671.212 $163.45 $110K
Exercise Common Shares 1,282.5 $0.00 --
Tax Withholding Common Shares 562.036 $163.45 $92K
Holdings After Transaction: PBRSUs — 0 shares (Direct); Common Shares — 11,496.424 shares (Direct)
Footnotes (1)
  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). In the April 2, 2026 Form 4, an estimated number of Park common shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSUs which were not subject to the service-based vesting requirement described in footnote (1) and the vesting of the PBRSUs that had been subject to the service-based vesting requirement described in footnote (3), as applicable. This amendment reports the correct number of common shares withheld. 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.
PBRSUs converted 1,282.5 units PBRSUs earned and converted into common shares on March 31, 2026
New PBRSU grant 1,522.5 units PBRSUs granted subject to service-based vesting on March 31, 2026
Common shares acquired 1,522.5 shares Common shares associated with PBRSU vesting on March 31, 2026
Shares withheld for taxes 1,233.248 shares Tax withholding dispositions at $163.45 per share
Tax withholding price $163.45 per share Price used for common shares withheld to satisfy tax obligations
Shares held after transactions 11,545.6756 shares Direct Park National common share holdings following March 31, 2026 activity
PBRSUs financial
"performance-based restricted stock units ("PBRSUs") granted to the reporting person"
performance-based restricted stock units financial
"performance-based restricted stock units ("PBRSUs") granted to the reporting person"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
service-based vesting requirement financial
"also subject to a service-based vesting requirement with 50% vesting"
tax withholding obligations financial
"withheld by Park in order to satisfy the tax withholding obligations of the reporting person"
Form 4 regulatory
"In the April 2, 2026 Form 4, an estimated number of Park common shares was reported"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Miller Matthew R

(Last)(First)(Middle)
50 N. THIRD STREET

(Street)
NEWARK OHIO 43055

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PARK NATIONAL CORP /OH/ [ PRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares03/31/2026A1,522.5(1)A(1)11,496.4236D
Common Shares03/31/2026F671.212(2)D$163.4510,825.2116D
Common Shares03/31/2026M1,282.5(3)A(3)12,107.7116D
Common Shares03/31/2026F562.036(2)D$163.4511,545.6756D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
PBRSUs(3)03/31/2026M1,282.5(3) (3) (3)Common Shares1,282.5(3)0D
PBRSUs(1)03/31/2026A1,522.5(1) (1) (1)Common Shares1,522.5(1)1,522.5D
Explanation of Responses:
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. In the April 2, 2026 Form 4, an estimated number of Park common shares was reported as being withheld by Park in order to satisfy the tax withholding obligations of the reporting person that arose upon the vesting of the PBRSUs which were not subject to the service-based vesting requirement described in footnote (1) and the vesting of the PBRSUs that had been subject to the service-based vesting requirement described in footnote (3), as applicable. This amendment reports the correct number of common shares withheld.
3. 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.
Remarks:
/s/ Brady T. Burt, Attorney-in-Fact for Matthew R. Miller04/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Park National (PRK) CEO Matthew R. Miller report on this Form 4/A?

He reported routine equity compensation activity tied to PBRSUs. Previously granted performance-based units were certified and converted into common shares, a new PBRSU grant was recorded, and shares were withheld to satisfy tax obligations, with his direct common share holdings updated accordingly.

How many PBRSUs and shares are involved in Matthew R. Miller’s PRK filing?

The filing shows 1,282.5 PBRSUs earned and converted into common shares and a new grant of 1,522.5 PBRSUs. It also records 1,522.5 common shares acquired upon vesting and 1,233.248 common shares withheld to cover related tax obligations at a stated share price.

Did the Park National (PRK) CEO buy or sell shares on the open market?

No open-market purchases or sales are reported. All transactions involve PBRSU vesting, conversion into common shares, grants of new PBRSUs, and shares withheld for taxes. These are compensation and tax-settlement events rather than discretionary market trades by the CEO.

How many Park National (PRK) common shares does the CEO hold after these transactions?

After the reported PBRSU vesting, share acquisitions, and tax-related withholdings, Matthew R. Miller directly holds 11,545.6756 Park National common shares. This updated ownership figure reflects the net result of all Form 4/A transactions disclosed for March 31, 2026.

Why was this Park National (PRK) insider filing amended?

The Form 4/A corrects the number of common shares withheld for tax obligations related to PBRSU vesting. An earlier Form 4 used an estimated withholding amount; this amendment replaces that estimate with the precise number of Park common shares actually withheld for taxes.

What are PBRSUs in the context of Park National (PRK) executive compensation?

PBRSUs are performance-based restricted stock units that convert into common shares if set performance criteria are achieved. In this case, PBRSUs granted in January 2023 were certified after a three-year performance period, then became common shares and remain subject to additional service-based vesting conditions.