Park National (PRK) CAO nets shares after PBRSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Park National Corporation Chief Accounting Officer Kelly A. Herreman reported equity compensation activity tied to performance-based restricted stock units (PBRSUs). On March 31, 2026, PBRSUs from a three-fiscal-year performance period certified by the Executive Committee converted into Park common shares on a one-for-one basis.

Herreman acquired 262.5 PBRSUs and 262.5 Park common shares, with vesting subject to service-based conditions, including 50% vesting on the certification date. To cover tax obligations, 206.7826 common shares were withheld at $163.45 per share. After these transactions, she directly owned 2,318.1272 common shares and indirectly held 3,141.7210 common shares through Park’s employee stock ownership plan (KSOP).

Insider Trade Summary

262.5 shares exercised/converted

Mixed 7 txns

Insider Herreman Kelly A

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	PBRSUs	262.5	$0.00	--
Grant/Award	PBRSUs	262.5	$0.00	--
Grant/Award	Common Shares	262.5	$0.00	--
Tax Withholding	Common Shares	98.652	$163.45	$16K
Exercise	Common Shares	262.5	$0.00	--
Tax Withholding	Common Shares	108.131	$163.45	$18K
holding	Common Shares	--	--	--

Holdings After Transaction: PBRSUs — 0 shares (Direct); Common Shares — 2,262.41 shares (Direct); Common Shares — 3,141.721 shares (Indirect, KSOP)

Footnotes (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). 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. The number of common shares reported as beneficially owned differs due to shares acquired under Park's employee stock ownership plan (the "KSOP").

Key Figures

PBRSUs exercised: 262.5 PBRSUs Common shares acquired: 262.5 shares Shares withheld for taxes: 206.7826 shares +3 more

6 metrics

PBRSUs exercised 262.5 PBRSUs Converted into Park common shares on March 31, 2026

Common shares acquired 262.5 shares Shares received upon PBRSU conversion and vesting

Shares withheld for taxes 206.7826 shares Withheld at $163.45 per share to satisfy tax obligations

Tax withholding price $163.45 per share Price used for F-code tax-withholding dispositions

Direct holdings after transactions 2,318.1272 shares Park common shares owned directly by the CAO

Indirect KSOP holdings 3,141.7210 shares Park common shares held indirectly through KSOP

Key Terms

PBRSUs, performance-based restricted stock units, service-based vesting requirement, KSOP, +1 more

5 terms

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

"PBRSUs earned based on the performance level achieved are also subject to a service-based vesting requirement"

KSOP financial

"shares acquired under Park's employee stock ownership plan (the "KSOP")"

employee stock ownership plan financial

"Park's employee stock ownership plan (the "KSOP")"

An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:11 PM

SEC Form 4

FORM 4

UNITED 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^*

Herreman Kelly A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/31/2026		A		262.5⁽¹⁾	A	⁽¹⁾	2,262.4098	D
Common Shares	03/31/2026		F		98.6516	D	$163.45	2,163.7582	D
Common Shares	03/31/2026		M		262.5⁽²⁾	A	⁽²⁾	2,426.2582	D
Common Shares	03/31/2026		F		108.131	D	$163.45	2,318.1272	D
Common Shares								3,141.721	I	KSOP⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PBRSUs	⁽²⁾	03/31/2026		M			262.5⁽²⁾	⁽²⁾	⁽²⁾	Common Shares	262.5	⁽²⁾	0	D
PBRSUs	⁽¹⁾	03/31/2026		A		262.5⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Shares	262.5	⁽¹⁾	262.5	D

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. 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").

Remarks:

	/s/ Brady T. Burt, Attorney-in-Fact for Kelly A. Herreman	04/02/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Park National (PRK) disclose about Kelly A. Herreman’s PBRSUs?

Park National reported that Chief Accounting Officer Kelly A. Herreman had performance-based restricted stock units (PBRSUs) from a three-year performance period certified and converted into common shares on a one-for-one basis. These PBRSUs are also subject to a service-based vesting requirement, with 50% vesting on the certification date.

How many PBRSUs and common shares did PRK’s CAO acquire in this Form 4?

Kelly A. Herreman acquired 262.5 PBRSUs and 262.5 Park common shares. The PBRSUs and the resulting shares are tied to performance criteria and a service-based vesting schedule, with half vesting on the March 31, 2026 certification date and the remaining half vesting one year later.

Were any Park National (PRK) shares sold by Kelly A. Herreman in this filing?

The filing shows no open-market sales by Kelly A. Herreman. Instead, 206.7826 Park common shares were disposed of under code F, meaning they were withheld by the issuer at $163.45 per share to satisfy tax obligations related to the vesting and conversion of equity awards.

How many Park National (PRK) shares does Kelly A. Herreman hold after these transactions?

After the reported transactions, Kelly A. Herreman directly owned 2,318.1272 Park common shares. She also indirectly held 3,141.7210 Park common shares through Park’s employee stock ownership plan (the KSOP), which accounts for differences in reported beneficial ownership totals.

What is the significance of the PBRSU certification date for PRK’s CAO?

Effective March 31, 2026, the Executive Committee certified performance for PBRSUs granted January 18, 2023. This certification triggered conversion of earned PBRSUs into common shares and 50% service-based vesting, with the remaining 50% scheduled to vest on the first anniversary of that certification date.

What does the KSOP reference mean in the Park National (PRK) Form 4?

The KSOP is Park National’s employee stock ownership plan. A footnote explains that differences in the reported number of common shares beneficially owned by Kelly A. Herreman are due to shares acquired under this KSOP, where she indirectly holds 3,141.7210 Park common shares.