UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 11-K
 
 
(Mark One)
 
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2022
  
OR
 
qTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ___________
 
 
Commission file number 333-91178
 
  
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
 
Park National Corporation
Employees Stock Ownership Plan
 
  
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
 
Park National Corporation
50 North Third Street
Newark, Ohio 43055
 



REQUIRED INFORMATION
 
The following financial statements and supplemental schedules for the Park National Corporation Employees Stock Ownership Plan are being filed herewith:
 
Audited Financial Statements:
 
Report of Independent Registered Public Accounting Firm - Crowe LLP
 
Statements of Net Assets Available for Benefits at December 31, 2022 and 2021
 
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2022 and 2021
 
Notes to Financial Statements - December 31, 2022 and 2021
 
Supplemental Schedules:
 
Schedule of Assets (Held at End of Year), Schedule H, Line 4(i) - December 31, 2022
 
Schedule of Reportable Transactions, Schedule H, Line 4(j) - Year Ended December 31, 2022
 
 
The following exhibit is being filed herewith:
 
Exhibit No.Description
  
Consent of Independent Registered Public Accounting Firm – Crowe LLP
 



SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PARK NATIONAL CORPORATION
EMPLOYEES STOCK OWNERSHIP PLAN
  
  
 By THE PARK NATIONAL BANK, Trustee
  
  
Date: June 28, 2023
By: /s/ Brady T. Burt
  
 
Printed Name: Brady T. Burt
  
 
Title: Chief Financial Officer

 



PARK NATIONAL CORPORATION
EMPLOYEES STOCK OWNERSHIP PLAN

 
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2022
 
INDEX TO EXHIBITS
 
 
Exhibit No.Description
  
Consent of Independent Registered Public Accounting Firm – Crowe LLP
  



 
 







Financial Statements and Supplemental Schedules
 
Park National Corporation
Employees Stock Ownership Plan
Years Ended December 31, 2022 and 2021
With Report of Independent Registered Public Accounting Firm



 

Park National Corporation
Employees Stock Ownership Plan
 
Financial Statements and Supplemental Schedules
 
Years Ended December 31, 2022 and 2021
 
 
  
Contents
 
Audited Financial Statements 
  
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits2
Statements of Changes in Net Assets Available for Benefits3
Notes to Financial Statements
  
Supplemental Schedules 
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
Schedule H, Line 4j – Schedule of Reportable Transactions





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Executive Committee of the Board of Directors of Park National Corporation and Plan Administrator of the Park National Corporation Employees Stock Ownership Plan
Newark, Ohio

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Park National Corporation Employees Stock Ownership Plan (the "Plan") as of December 31, 2022 and 2021, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) and Schedule H, Line 4j – Schedule of Reportable Transactions as of December 31, 2022 and for the year then ended have been subjected to audit procedures performed in conjunction with the audit of Park National Corporation Employees Stock Ownership Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedules reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated in all material respects in relation to the financial statements as a whole.



/s/Crowe LLP
                    Crowe LLP

We have served as the Plan's auditor since 2006.

Oak Brook, Illinois
June 28, 2023


Park National Corporation
Employees Stock Ownership Plan
Statements of Net Assets Available for Benefits
December 31, 2022 and 2021
 

 20222021
ASSETS 
Investments, at fair value: 
Park National Corporation Common Stock$139,394,578 $131,747,160 
Mutual Funds74,014,391 92,809,382 
Interest-bearing account, issued by
Vanguard4,010,006 3,703,216 
Northern Trust949 578 
Total Investments217,419,924 228,260,336 
Accrued interest and dividends29,586 11,021 
TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS$217,449,510 $228,271,357 

 
 
 
 
 


 
See accompanying notes to financial statements
2




Park National Corporation
Employees Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2022 and 2021
 20222021
Investment (loss) income: 
Net realized and unrealized (depreciation) appreciation  
in fair value of investments$(16,527,016)$41,420,167 
Interest and dividends6,342,121 8,661,389 
Total investment (loss) income(10,184,895)50,081,556 
Contributions: 
Employer4,630,017 4,272,222 
Employee9,603,222 8,879,826 
Rollover403,748 573,562 
Total contributions14,636,987 13,725,610 
Benefit payments to participants(15,273,939)(19,732,483)
Net (decrease) increase in net assets available for benefits(10,821,847)44,074,683 
Net assets available for benefits at beginning of year228,271,357 184,196,674 
Net assets available for benefits at end of year$217,449,510 $228,271,357 

 
 
 
 
 


See accompanying notes to financial statements
3


Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


1. Description of the Plan

The following description of the Park National Corporation Employees Stock Ownership Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering full-time or part-time employees of Park National Corporation and subsidiaries (“Park”) who have completed 30 days of service, and are age eighteen or older. In the event that a Participant fails to make a new affirmative deferral election, such Participant shall be deemed to have made a pre-tax deferral election equal to 3% of compensation per pay period. Auto enrollment is only applicable for employees who became participants on or after January 1, 2014. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions

Each year, participants may contribute an amount so not to exceed the maximum annual additions as defined by the Income Tax Regulations under Code Section 415(c) and 415(d). Beginning January 1, 2014 the Plan introduced a Roth investment option which allows for after tax contributions. Participants may also contribute rollover amounts representing distributions from other qualified defined contribution plans. The maximum salary deferral permitted by the Internal Revenue Code (“Code”) was $20,500 for 2022 and $19,500 for 2021. The Plan also permits participants who are age 50 or older to make catch-up contributions in accordance with Code Section 414(v).

Park provides a matching contribution at a level established annually by Park. Park’s employer matching contribution for 2022 and 2021 was 50% of all Employee Stock Ownership Plan ("ESOP") contributions, excluding any catch-up contributions.

Participant Accounts

Each participant’s account is credited with the participant’s salary deferral, an allocation of Park’s contribution and Plan earnings, and charged with participant withdrawals. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Participants’ accounts are 100% vested at all times.

4

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


Payments of Benefits

Upon termination or after age 59½, a participant may elect lump sum or rollover in an amount equal to the value of his or her account. A participant can elect to take a distribution of their account balance in cash or shares of Park National Corporation Common Stock. Participants can also take distributions for hardship purposes and distributions for a qualified birth or adoption.

Employees Stock Ownership Plans (“ESOP”)

Effective January 1, 2002, the Plan was amended and restated to become an ESOP that invests in shares of Park National Corporation Common Stock. The Plan is not leveraged and all new contributions (both employer and employee) will be used to purchase only Park National Corporation Common Stock. Participants are permitted to diversify their investments on a quarterly basis. The Plan’s investments are held in trust by The Park National Bank, a wholly owned subsidiary of Park National Corporation.

2. Summary of Accounting Policies

Basis of Presentation

The financial statements of the Plan are prepared on the accrual basis and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Valuation of Investments

The Plan’s investments are reported at fair value. Refer to Note 9 - Fair Values. Purchases and sales of securities are recorded on a trade-date basis.

Investment (Loss) Income

Dividends are recorded as of their ex-dividend date. Interest income is recorded on an accrual basis when earned. Net (depreciation) appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

5

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


Administrative Expenses

All administrative expenses charged to the Plan are borne by Park. Park also provides other accounting and administrative services to the Plan. Investment management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of the investment return for such investments.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of investment income and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

At December 31, 2022 and 2021, approximately 64% and 58%, respectively, of the Plan’s assets were invested in Park National Corporation Common Stock.

3. Plan Termination

Although Park has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

6

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


4. Nonparticipant-Directed Investments

The following information represents the assets and the significant components of changes in assets related to the Plan’s investment in Park National Corporation Common Stock, an undetermined portion of which is nonparticipant directed based upon Plan provisions. Initial contributions are deposited into the Plan in the form of cash with shares of Park National Corporation Common Stock purchased on a delayed basis.

 December 31,
 20222021
Investment, at fair value: 
Park National Corporation Common Stock$139,394,578 $131,747,160 
Northern Trust Money Market Account949 578 
 $139,395,527 $131,747,738 
Changes in assets: 
Employer and employee contributions$14,233,239 $13,152,048 
Rollover contributions71,468 17,232 
Interest and dividend income4,540,685 4,355,046 
Distributions to participants(7,645,472)(12,067,547)
Net transfers to participant directed investments(7,272,214)(12,824,693)
Net appreciation in fair value of investments3,720,083 31,963,036 
Increase in assets$7,647,789 $24,595,122 

7

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


5. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated August 30, 2022, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. However, Plan management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

GAAP requires plan management to evaluate tax positions taken by the Plan. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities; however there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2019.

6. Party-in-Interest

The Plan held the following party-in-interest investments (at fair value):

 December 31,
 20222021
Park National Corporation Common Stock$139,394,578 $131,747,160 
Northern Trust Interest Bearing Account949 578 
 $139,395,527 $131,747,738 

At December 31, 2022, the Plan held 990,370 shares of Park National Corporation Common Stock, with a fair value of $139,394,578. At December 31, 2021, the Plan held 959,487 shares of Park National Corporation Common Stock, with a fair value of $131,747,160.

During 2022 and 2021, cash dividends of $4,535,900 and $4,354,946, respectively, were paid to the Plan by Park National Corporation.

At December 31, 2022, the Plan held non-participant directed, interest bearing accounts issued by Northern Trust of $949 and no participant directed investments in interest bearing accounts issued by Northern Trust. At December 31, 2021, the Plan held non-participant directed, interest bearing accounts issued by Northern Trust of $578 and no participant directed investments in interest bearing accounts issued by Northern Trust. During 2022, interest of $4,786 was paid to the Plan by Northern Trust. During 2021, interest of $11 was paid to the Plan by Northern Trust.

8

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


At December 31, 2022 and 2021, the Plan held no non-participant directed and no participant directed investments in interest bearing accounts issued by The Park National Bank. During 2021 interest of $89, was paid to the Plan by The Park National Bank. During 2022, no interest was paid to the plan by The Park National Bank.

During 2022 and 2021, the Plan purchased 77,038 shares and 69,426 shares, respectively, of Park National Corporation Common Stock. During 2022 and 2021, the Plan sold 27,234 shares and 79,785 shares, respectively, of Park National Corporation Common Stock.

7. Form 5500 Reconciliation

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500.
 December 31,
 20222021
Net assets available for benefits per the financial statements$217,449,510 $228,271,357 
Less: Accrued interest and dividends(29,586)(11,021)
Net assets per the Form 5500$217,419,924 $228,260,336 

The following is a reconciliation of net change in net assets available for benefits per the financial statements to the Form 5500:

 20222021
Net (decrease) increase in net assets available for benefits 
per the financial statements$(10,821,847)$44,074,683 
Less: Accrued interest and dividends(29,586)(11,021)
Plus: Prior year accrued interest and dividends11,021 9,847 
Net (loss) income per the Form 5500$(10,840,412)$44,073,509 

8. Risks and Uncertainties

The Plan invests in various investment securities including Park National Corporation Common Stock, mutual funds, and interest bearing accounts. Investment securities are exposed to various risks such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.



9

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


9. Fair Values

GAAP defines fair value as the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. GAAP establishes a fair value hierarchy which requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair values of mutual fund investments and common stock are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs). Additionally, due to their short-term nature, the fair value of interest-bearing cash balances are determined by reference to their face value (level 1 input). The fair value of all of the investments held by the Plan have been determined using Level 1 inputs (refer to the Statement of Net Assets Available for Benefits).

There were no transfers between level 1, level 2 or level 3 during 2022 or 2021. Management’s policy is to transfer assets from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period.
10

Park National Corporation
Employees Stock Ownership Plan
Notes to Financial Statements
December 31, 2022 and 2021
_____________________________________________________________________________________


10. Subsequent Events

The recent bank failures of Silicon Valley Bank in California, Signature Bank in New York, and First Republic Bank in California during the first and second quarters of 2023 have caused a degree of panic and uncertainty in the investor community and among bank customers. These failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the financial services industry, including Park, which has and may continue to impact the market value of Park stock as well as other investments.
11




























SUPPLEMENTAL SCHEDULES
 



Park National Corporation
Employees Stock Ownership Plan
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2022
 
 Name of Plan Sponsor: Park National Corporation  
 Employer identification number: 31-1179518  
 Three digit plan number: 002  
(a)
(b) 
Identity of Issue, 
Borrower, Lessor 
or Similar Party 
(c)
Description of Investment Including
Maturity Date, Rate of Interest,
 Collateral, Par or Maturity Value
(d) 
Cost
(e)
Current
 Value
Interest-bearing account:   
Vanguard Treasury Money Market Fund Inv ClassInterest rate of 3.97%**$4,010,006 
*Northern Trust Institutional Govt Select Port Svc Cl-Reinv Money MarketInterest rate of 3.60%949 949 
Common Stock:     
* Park National Corporation    
 Common Stock 990,370 shares$59,722,023 $139,394,578 
Mutual Funds:    
Vanguard Institutional Index Fund62,366 shares**$20,058,805 
 Vanguard Developed Markets Index 
Fund Admiral Shares256,708 shares**3,470,698 
Vanguard Intermediate-Term Bond
Index Admiral Shares354,400 shares**3,572,354 
Vanguard Small-Cap Index Fund
Admiral Shares45,594 shares**4,009,540 
Vanguard Growth Index Fund Institutional97,335 shares**10,679,628 
 Vanguard Institutional Extended Market 
Index Fund53,097 shares**5,354,299 
 Vanguard Short-Term Investment Grade 
Fund Admiral Shares316,021 shares**3,144,406 
Vanguard Balanced Index Fund Institutional205,719 shares**8,158,816 
Vanguard Target Retirement Income Fund65,954 shares**807,274 
Vanguard Target Retirement 2025 Fund209,865 shares**3,500,556 
Vanguard Target Retirement 2035 Fund246,243 shares**4,764,798 
Vanguard Target Retirement 2045 Fund190,091 shares**4,337,888 
Vanguard Target Retirement 2055 Fund35,018 shares**1,476,723 
Vanguard Target Retirement 2065 Fund26,675 shares**678,606 
 Total Mutual Funds **$74,014,391 
Total Investments Held at End of Year   $217,419,924 
*    Indicates party-in-interest to the Plan.
**    Disclosure of historical cost is not required for participant-directed investments.
13

Park National Corporation
Employees Stock Ownership Plan
Schedule H, Line 4j
Schedule of Reportable Transactions
For the year ended December 31, 2022
 

Name of Plan Sponsor: Park National Corporation      
Employer identification number: 31-1179518      
Three digit plan number: 002     
 (b)    (h) 
 Description of Asset Including  (d) (g)Current Value(i)
(a) Maturity Date, Rate of Interest, (c)SellingCost ofof Asset onNet Gain
Identity or Party InvolvedCollateral, Par or Maturity Value CostPriceAssetTransaction Dateor (Loss)
Category (iii) – A series of transactions in excess of 5% of plan assets   
Northern Trust Institutional Govt Select Port Svc Cl-Reinv Money MarketMoney Market Account, 47 purchases $17,544,600 $— $17,544,600 $17,544,600 $— 
Northern Trust Institutional Govt Select Port Svc Cl-Reinv Money MarketMoney Market Account, 90 sales  — 17,544,229 17,544,229 17,544,229 — 
Park National CorporationPRK, 39 purchases$10,111,502 $— $10,111,502 $10,111,502 $— 
Park National CorporationPRK, 15 sales— $3,650,378 $3,488,011 $3,650,378 $162,367 

 



14

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statements No. 333-219173, No. 333-91178, and No. 333-168334 on Form S-8 of Park National Corporation of our report dated June 28, 2023, appearing in this Annual Report on Form 11-K of Park National Corporation Employees Stock Ownership Plan for the year ended December 31, 2022.
 
/s/ Crowe LLP
Crowe LLP


Oak Brook, Illinois
June 28, 2023

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