Matthew R. Miller - Mar 31, 2024 Form 4 Insider Report for PARK NATIONAL CORP /OH/ (PRK)

Role: President, Director
Signature: /s/ Brady T. Burt, Attorney-in-Fact for Matthew R. Miller
Stock symbol: PRK
Transactions as of: Mar 31, 2024
Transactions value $: -$199,166
Form type: 4
Date filed: 4/2/2024, 04:35 PM
Previous filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRK	Common Shares	Award		+1.69K			1.69K	Mar 31, 2024	Direct	F1
transaction	PRK	Common Shares	Tax liability	-$105K	-772	-45.73%	$135.85	916	Mar 31, 2024	Direct
transaction	PRK	Common Shares	Options Exercise		+1.52K	+165.82%		2.43K	Mar 31, 2024	Direct	F2
transaction	PRK	Common Shares	Tax liability	-$94.3K	-694	-28.52%	$135.85	1.74K	Mar 31, 2024	Direct
holding	PRK	Common Shares						5.01K	Mar 31, 2024	KSOP	F3
holding	PRK	Common Shares						6.57K	Mar 31, 2024	Matthew R. Miller Managing Agency Account

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRK	PBRSUs	Options Exercise		-1.52K	-100%		0	Mar 31, 2024	Common Shares	1.52K		Direct	F2
transaction	PRK	PBRSUs	Award		+1.69K			1.69K	Mar 31, 2024	Common Shares	1.69K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Effective March 31, 2024 (the "2021 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 1, 2021. 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 1,687.50 common shares shown in the first row in Table I) on the 2021 PBRSU Certification Date and the other 50% to vest on the first anniversary of the 2021 PBRSU Certification Date (shown in the second row in Table II as a derivative security).
F2	These PBRSUs converted into common shares of Park National Corporation on a one-for-one basis upon satisfaction of a service-based vesting requirement on March 31, 2024.
F3	Between January 1 and March 31, 2024, the reporting person acquired 113.831 common shares under the Park National Corporation Employees Stock Ownership Plan (the "KSOP"). The information in this report is based on a KSOP plan statement dated as of March 31, 2024.