v3.26.1
Share Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share Based Compensation Share-Based Compensation
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 made 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 were 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 June 30, 2026, there were 190,642 common shares subject to PBRSUs and 13,890 common shares subject to TBRSUs issued under the 2017 Employees LTIP, which represented the only awards outstanding under the 2017 Employees LTIP.

The 2026 Employees LTIP was approved by Park's Board of Directors on January 20, 2026 and by Park's shareholders at the Annual Meeting of Shareholders on April 27, 2026. The 2026 Employees LTIP became effective on April 27, 2026, and replaced the 2017 Employees LTIP. Accordingly, no new awards could be granted under the 2017 Employees LTIP after April 27, 2026, although previously granted awards remain outstanding in accordance with their terms. The 2026 Employees LTIP makes equity-based awards and cash-based awards available for grant to eligible employee participants in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. Subject to adjustment as provided in the 2026 Employees LTIP, 1,500,000 common shares are authorized for issuance in connection with awards granted under the 2026 Employees LTIP. The 2026 Employees LTIP will terminate on April 27, 2036, unless earlier terminated by Park's Board of Directors; however, no incentive stock option may be granted after January 20, 2036. At June 30, 2026, 1,499,390 common shares were available for future grants under the 2026 Employees LTIP.

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 made 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 were 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 June 30, 2026, there were no outstanding awards issued under the 2017 Non-Employee Directors LTIP.

The 2026 Directors LTIP was approved by Park's Board of Directors on January 20, 2026, and by Park's shareholders at the Annual Meeting of Shareholders on April 27, 2026. The 2026 Directors LTIP became effective on April 27, 2026, and replaced the 2017 Non-Employee Directors LTIP. Accordingly, no new awards could be granted under the 2017 Non-Employee Directors LTIP after April 27, 2026, although previously granted awards remain outstanding in accordance with their terms. The 2026 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, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. Subject to adjustment as provided in the 2026 Directors LTIP, 150,000 common shares are authorized for issuance in connection with awards granted under the 2026 Directors LTIP. The 2026 Directors LTIP will terminate on April 27, 2036, unless earlier terminated by Park's Board of Directors. At June 30, 2026, 150,000 common shares were available for future grants under the 2026 Directors LTIP.
During the six months ended June 30, 2026 and 2025, the Compensation Committee of the Board of Directors of Park granted awards of PBRSUs, under the 2017 Employees LTIP, covering an aggregate of 58,778 common shares and 49,350 common shares, respectively, to certain employees of Park and its subsidiaries. No PBRSU awards were granted during either of the three months ended June 30, 2026 and 2025. At June 30, 2026, Park reported 190,642 nonvested PBRSUs. The number of PBRSUs earned or settled will depend on the level of achievement with respect to certain performance criteria over a three-year period. The PBRSUs are also subject to subsequent service-based vesting.

Additionally, on February 1, 2026, Park granted 13,890 TBRSUs to former First Citizens employees under the 2017 Employees LTIP. In total, Park awarded 610 TBRSUs and 14,500 TBRSUs during the three and six months ended June 30, 2026, respectively. No TBRSUs were granted during the three or six months ended June 30, 2025. The number of TBRSUs earned or settled are subject to service-based vesting.

A summary of changes in the common shares subject to nonvested PBRSUs and TBRSUs for the six months ended June 30, 2026 and 2025 follows. PBRSUs herein represent the maximum number of nonvested PBRSUs. The fair value of the PBRSUs and TBRSUs was determined using the quoted price of Park stock on the date of grant.

Common shares subject to PBRSUs and TBRSUsWeighted-Average Grant-Date Fair Value
Nonvested at January 1, 2025186,020 $131.20 
Granted49,350 170.72 
Vested(51,833)119.31 
Forfeited— — 
Adjustment for performance conditions of PBRSUs (1)
— — 
Nonvested at June 30, 2025183,537 $145.19 
Nonvested at January 1, 2026182,384 $145.13 
Granted73,278 159.71 
Vested(49,073)138.65 
Forfeited(1,447)148.13 
Adjustment for performance conditions of PBRSUs (1)
— — 
Nonvested at June 30, 2026 (2)
205,142 $151.87 
(1) The number of PBRSUs earned depends on the level of achievement with respect to certain performance criteria. Adjustment herein, if any, 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 and TBRSUs. As of June 30, 2026, an aggregate of 204,489 PBRSUs and TBRSUs were expected to vest.

A summary of awards vested during the three months and six months ended June 30, 2026 and 2025 follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
2026202520262025
PBRSUs vested1,718— 49,07351,833 
Common shares withheld to satisfy employee income tax withholding obligations556— 18,21619,468 
Net common shares issued1,16230,85732,365

Share-based compensation expense of $2.3 million and $1.7 million was recognized for the three-month periods ended June 30, 2026 and 2025, respectively, and share-based compensation expense of $4.5 million and $3.7 million was recognized for the six-month periods ended June 30, 2026 and 2025, respectively.
The following table details expected additional share-based compensation expense related to PBRSUs and TBRSUs outstanding at June 30, 2026:

(In thousands)
Six months ending December 31, 2026$4,610 
20276,883 
20284,193 
20291,772 
2030279 
Total$17,737