Announcement • Feb 03

Park National Corporation (NYSEAM:PRK) completed the acquisition of First Citizens Bancshares, Inc. (OTCPK:FIZN).

Park National Corporation (NYSEAM:PRK) entered into an agreement to acquire First Citizens Bancshares, Inc. (OTCPK:FIZN) for approximately $320 million on October 27, 2025. FIZN shareholders will have the right to receive 0.52 shares of Park common stock for each share of FIZN common stock owned. A termination fee of $12.5 million will be payable by First Citizens to Park following termination of the Merger Agreement under certain circumstances. Transaction is subject to satisfaction of customary closing conditions, execution of Employment agreement, approval of boards of directors of Park and First Citizens, receipt of specified governmental consents and approvals that are necessary to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, approval of First Citizens' shareholders, authorization for listing on the NYSE American stock exchange of the shares of Park Common Stock, effectiveness of the Registration Statement on Form S-4, termination or expiration of all applicable waiting periods in respect thereof, the accuracy of the representations and warranties of the other party, performance in all material respects by the other party of its obligations under the Merger Agreement, receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization, delivery of a Foreign Investment and Real Property Tax Act, execution of certain employment agreements and voting agreements and appraisal demands not exceeding 7.5% of the outstanding shares of First Citizens common stock. The Merger Agreement has been unanimously approved by the boards of directors of Park and First Citizens. As of January 21, 2026, the transaction has been approved by the shareholders of First Citizens. Previously, the Office of the Comptroller of the Currency approved the Bank Merger and the Federal Reserve Bank of Cleveland approved Park's request of waiver. The transaction is expected to close on February 1, 2026. Olsen Palmer LLC is serving as financial advisor, fairness opinion provider to First Citizens and will receive a fee of $0.3 million for opinion rendered and $4.5 towards advisory services. Bruce E. Toppin, III of Husch Blackwell LLP served as legal advisor to First Citizens. Piper Sandler & Co. and Hovde Group, LLC are serving as financial advisors and James J. Barresi of Squire Patton Boggs (US) LLP served as legal advisor Park National. Campaign Management LLC acted as proxy solicitor to First Citizens Bancshares, Inc and will receive a fee of $0.015 million. Computershare Us acted as transfer agent to First Citizens Bancshares, Inc. Broadridge Corporate Issuer Solutions, LLC acted as transfer agent to Park National Corporation. Park National Corporation (NYSEAM:PRK) completed the acquisition of First Citizens Bancshares, Inc. (OTCPK:FIZN) on February 1, 2026.

Announcement • Oct 28

Park National Corporation (NYSEAM:PRK) entered into an agreement to acquire First Citizens Bancshares, Inc. (OTCPK:FIZN).

Park National Corporation (NYSEAM:PRK) entered into an agreement to acquire First Citizens Bancshares, Inc. (OTCPK:FIZN) for approximately $320 million on October 27, 2025. FIZN shareholders will have the right to receive 0.52 shares of Park common stock for each share of FIZN common stock owned. A termination fee of $12.5 million will be payable by First Citizens to Park following termination of the Merger Agreement under certain circumstances. Transaction is subject to satisfaction of customary closing conditions, approval of boards of directors of Park and First Citizens, receipt of specified governmental consents and approvals that are necessary to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, approval of First Citizens' shareholders, authorization for listing on the NYSE American stock exchange of the shares of Park Common Stock, effectiveness of the Registration Statement on Form S-4, termination or expiration of all applicable waiting periods in respect thereof, the accuracy of the representations and warranties of the other party, performance in all material respects by the other party of its obligations under the Merger Agreement, receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization, delivery of a Foreign Investment and Real Property Tax Act, execution of certain employment agreements and voting agreements and appraisal demands not exceeding 7.5% of the outstanding shares of First Citizens common stock. The Merger Agreement has been unanimously approved by the boards of directors of Park and First Citizens and is expected to close in the first quarter of 2026. Olsen Palmer LLC is serving as financial advisor and fairness opinion provider and Bruce E. Toppin, III of Husch Blackwell LLP served as legal advisor to First Citizens. Piper Sandler & Co. and Hovde Group, LLC are serving as financial advisors and James J. Barresi of Squire Patton Boggs (US) LLP served as legal advisor Park National.

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Park National Corporation (NYSEAM:PRK) completed the acquisition of First Citizens Bancshares, Inc. (OTCPK:FIZN).

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