Park National Corporation and First Citizens Bancshares, Inc. Merger Agreement

On October 27, 2025, Park National Corporation ("Park") and First Citizens Bancshares, Inc. ("First Citizens") entered into an Agreement and Plan of Merger. The Merger Agreement provides that First Citizens will merge with and into Park, with Park continuing as the surviving corporation. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions, regulatory approvals, and approval by First Citizens' shareholders. Upon the Merger, each share of First Citizens common stock will be converted into the right to receive 0.52 of a share of Park common stock. The Merger Agreement includes customary representations, warranties, and covenants from both parties. Additionally, Park will indemnify and hold harmless the directors and officers of First Citizens and its subsidiaries for liabilities resulting from their roles. The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.