Business Context and Reporting Period
Park National Corporation (PRK) filed this Form 8-K on February 1, 2026, to report the completion of its merger with First Citizens Bancshares, Inc. ("First Citizens"). Park is the surviving corporation. The transaction includes the merger of First Citizens National Bank into Park National Bank, effective February 1, 2026.
Key Financial Metrics and Transaction Terms
This filing is a current report regarding a corporate event and does not contain Park's standalone revenue, profit, cash flow, or debt metrics for the reporting period. The filing references pro forma financial information and audited statements of First Citizens incorporated by reference from a prior Form S-4/A filing.
- Exchange Ratio: Each share of First Citizens common stock and Class A common stock was converted into the right to receive 0.52 of a share of Park common stock.
- Registration: The issuance of shares was registered under a Form S-4 that became effective on December 19, 2025.
Material Changes
The primary material change is the consolidation of First Citizens into Park National Corporation. Key structural changes include:
- Bank Subsidiary: First Citizens National Bank merged into The Park National Bank, which continues as the surviving entity.
- Board Composition: The Park Board of Directors increased from 13 to 14 members. Jeffrey D. Agee, former Chairman and CEO of First Citizens, was appointed as a director.
- Management Structure: Mr. Agee will lead the new Tennessee Region of Park National Bank.
Guidance, Outlook, and Management Commentary
The filing does not provide specific financial guidance, outlook, or management commentary regarding future performance metrics. It notes that Mr. Agee entered into an employment agreement with Park National Bank effective at the time of the merger.
- Compensation: Mr. Agee's annual base salary is set at $560,982. He is eligible for equity/long-term incentives and discretionary bonuses commensurate with similarly situated employees.
- Director Compensation: As an employee-director, Mr. Agee will not receive separate compensation for board service.
Investor Verification Checklist
- Verify the pro forma financial impact of the merger by reviewing the Form S-4/A (File No. 333-291969) referenced in Item 9.01(b).
- Confirm the exact number of Park shares issued to First Citizens shareholders based on the 0.52 exchange ratio and the outstanding share count of First Citizens prior to the effective time.
- Review the full text of the Merger Agreement (Exhibit 2.1) for any contingent liabilities or conditions not detailed in this summary.
- Monitor future filings for the integration plan of the new Tennessee Region and any potential changes to Park's capital structure.