PARK NATIONAL CORP /OH/PRK
PARK NATIONAL CORP /OH/ Stock Compensation Disclosure
Share-Based Compensation
The Park National Corporation 2017 Long-Term Incentive Plan for Employees (the "2017 Employees LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Employees LTIP makes equity-based awards and cash-based awards available for grant to employee participants in the form of incentive stock options, nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and cash-based awards. Under the 2017 Employees LTIP, 750,000 common shares are authorized to be delivered in connection with grants under the 2017 Employees LTIP. The common shares to be delivered under the 2017 Employees LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2025, 150,000 common shares were available for future grants under the 2017 Employee LTIP.
The Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP") was adopted by the Board of Directors of Park on January 23, 2017 and was approved by Park's shareholders at the Annual Meeting of Shareholders on April 24, 2017. The 2017 Non-Employee Directors LTIP makes equity-based awards and cash-based awards available for grant to non-employee director participants in the form of nonqualified stock options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, and cash-based awards. Under the 2017 Non-
Employee Directors LTIP, 150,000 common shares are authorized to be delivered in connection with grants under the 2017 Non-Employee Directors LTIP. The common shares to be delivered under the 2017 Non-Employee Directors LTIP are to consist of either common shares currently held or common shares subsequently acquired by Park as treasury shares, including common shares purchased in the open market or in private transactions. At December 31, 2025, 30,000 common shares were available for future grants under the 2017 Non-Employee Directors LTIP.
During 2025, 2024 and 2023, Park granted 6,915, 7,342 and 13,054 common shares, respectively, to directors of Park and to directors of PNB (and its divisions) under the 2017 Non-Employee Directors LTIP. The common shares granted to directors were not subject to a vesting period and resulted in expense of $1.1 million, $1.2 million, and $1.2 million in 2025, 2024, and 2023, respectively, which is included in "Professional fees and services" on the Consolidated Statements of Income.
During 2025, 2024 and 2023, the Compensation Committee of the Board of Directors of Park granted awards of PBRSUs, under the 2017 Employees LTIP, covering an aggregate of 49,350, 59,165 and 54,698 common shares, respectively, to certain employees of Park and its subsidiaries. As of December 31, 2025, Park reported 182,384 nonvested PBRSUs. The number of PBRSUs earned or settled will depend on the level of achievement with respect to certain performance criteria and will also be subject to subsequent service-based vesting.
A summary of changes in the common shares subject to nonvested PBRSUs for the years ended December 31, 2025 and 2024 follows. PBRSUs herein represent the maximum number of nonvested PBRSUs. The fair value of the PBRSUs was determined using the quoted price of Park stock on the date of grant.
| Common shares subject to PBRSUs | Weighted-Average Grant-Date Fair Value | |||||||
| Nonvested at January 1, 2024 | 186,936 | $ | 122.68 | |||||
| Granted | 59,165 | 131.30 | ||||||
| Vested | (58,056) | 103.70 | ||||||
| Forfeited | (2,025) | 135.55 | ||||||
Adjustment for performance conditions of PBRSUs (1) | — | — | ||||||
| Nonvested at December 31, 2024 | 186,020 | $ | 131.20 | |||||
| Granted | 49,350 | $ | 170.72 | |||||
| Vested | (51,833) | 119.31 | ||||||
| Forfeited | (1,153) | 154.15 | ||||||
Adjustment for performance conditions of PBRSUs (1) | — | — | ||||||
Nonvested at December 31, 2025 (2) | 182,384 | $ | 145.13 | |||||
(1) The number of PBRSUs earned depends on the level of achievement with respect to certain performance criteria. Adjustment herein represents the difference between the maximum number of common shares which could be earned and the actual number earned for those PBRSUs as to which the performance period was completed.
(2) Nonvested amount herein represents the maximum number of nonvested PBRSUs. As of December 31, 2025, an aggregate of 182,384 PBRSUs are expected to vest.
A summary of awards that vested during the years ended December 31, 2025 and 2024 follows:
| Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| PBRSUs and TBRSUs vested | 51,833 | 58,056 | ||||||||||||
| Common shares withheld to satisfy employee income tax withholding obligations | 19,468 | 22,895 | ||||||||||||
| Net common shares issued | 32,365 | 35,161 | ||||||||||||
Share-based compensation expense of $7.5 million, $6.4 million and $6.8 million was recognized for the years ended December 31, 2025, 2024 and 2023, respectively, related to PBRSU and TBRSU awards to employees.
The following table details expected additional share-based compensation expense related to PBRSUs outstanding at December 31, 2025:
| (In thousands) | ||||||||
| 2026 | $ | 5,471 | ||||||
| 2027 | 3,613 | |||||||
| 2028 | 1,522 | |||||||
| 2029 | 242 | |||||||
| Total | $ | 10,848 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 18, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.