Park National Corp. and First Citizens Bancshares Inc. have signed a definitive merger agreement, pursuant to which First Citizens will merge with and into Park. Following the parent merger, First Citizens National Bank, the bank subsidiary of FIZN, will merge with and into Park’s bank subsidiary, The Park National Bank. After closing, First Citizens’ CEO and President, Jeff Agee, will lead the new Tennessee Region of Park National Bank. One current FIZN director will join Park’s Board of Directors, and Park will maintain First Citizens’ current two local community advisory boards. Park will continue First Citizens’ strong legacy of community support through local partnerships, investment and engagement, and will maintain First Citizens’ philanthropic commitments to organizations across its footprint.
Among the many benefits of the merger, First Citizens gains greater lending capacity through its partnership with Park, an increasingly important component of its service to commercial and small business customers. It also gains the potential to broaden its offerings to include other financial services not currently available to its customers. FIZN had $2.6 billion in assets as of September 30, 2025. It operates 24 banking offices in the state of Tennessee.
“Partnering with Park is a natural and strategic step forward for our bank—one that reflects our commitment to our teammates, customers, communities, and shareholders,” said Agee. “Together, we’re building a stronger, more impactful organization that will enhance our customers’ experience, create meaningful opportunities for our teammates and extend our ability to serve more communities. Park’s values and culture are deeply aligned with ours, and we believe this partnership is the right move for our future.”
“We’re delighted to welcome the exceptional bankers at First Citizens to the Park team,” said Park Chairman and CEO David Trautman. “We look forward to serving alongside them as we help more customers and communities flourish.”
Park is a well-capitalized organization with more than a century of community banking success in Ohio. Recently, it has expanded its presence in the Carolinas and other regions. In 2024, it relocated its Louisville (KY) office to a larger office, added two new offices in Columbus (OH) and opened de novo commercial loan production offices in Greensboro and Raleigh (NC).
“We’ve long seen Tennessee as a compelling market and were intentional about waiting for the right opportunity to expand,” said Park President Matthew R. Miller. “This partnership is the right fit at the right time. It aligns with our long-term growth strategy and positions us to serve more people in meaningful ways. Our teams share core values, a strong cultural alignment and a genuine commitment to serving others.”
Based on the financial results as of September 30, 2025, the combined company will have pro forma total assets of $12.5 billion, deposits of $10.5 billion, and loans of $9.6 billion. Upon closing of the transaction, Park will have more than 100 branches, as well as loan production offices, in Kentucky, Ohio, the Carolinas and Tennessee.
Under the terms of the merger agreement, which has been unanimously approved by the board of directors of both companies, Park will issue approximately 1.99 million shares to acquire FIZN in an all-stock transaction. Specifically, FIZN shareholders will have the right to receive 0.52 shares of Park common stock for each share of FIZN common stock owned. Based upon Park’s market close price of $159.54 as of October 24, 2025, the implied FIZN per share price is $82.96 with an aggregate transaction value of approximately $317.3 million, valuing FIZN at a price to tangible book value per share of 168% and a price to trailing twelve months earnings per share of 13.5 times. The pay-to-trade ratio is an attractive 76%, calculated as transaction tangible book value multiple divided by Park’s standalone tangible book value multiple. Upon completion of the combination, the shares issued to FIZN shareholders are expected to comprise approximately 11% of the outstanding shares of the combined company.
Excluding certain merger-related charges, the transaction, with cost savings fully phased in, is anticipated to be approximately 15% accretive to 2026 earnings per share, and slightly accretive to tangible book value per share. The merger is subject to a number of customary conditions, including the approvals of the appropriate regulatory authorities and approval by the shareholders of FIZN. It is expected that the transaction should be completed during the first quarter of 2026.
In connection with the execution of the definitive agreement and plan of merger, all the directors and named executive officers of FIZN have entered into support agreements pursuant to which they have agreed to vote their shares in favor of the merger.
Piper Sandler & Co. is serving as lead financial advisor to Park National Corporation and Squire Patton Boggs (US) LLP is serving as legal advisor to Park National Corporation. Hovde Group, LLC also served as financial advisor to Park National Corporation.
Olsen Palmer LLC is serving as financial advisor and Husch Blackwell LLP is serving as legal advisor to First Citizens Bancshares, Inc.
Headquartered in Newark, Ohio, Park National Corporation has $9.9 billion in total assets (as of September 30, 2025). Park's banking operations are conducted through its subsidiary, The Park National Bank. Other Park subsidiaries are Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), Guardian Financial Services Company (d.b.a. Guardian Finance Company), Park Investments, Inc. and SE Property Holdings, LLC.
Headquartered in Dyersburg, Tennessee, First Citizens Bancshares, Inc. has $2.6 billion in total assets (as of September 30, 2025) and is the holding company of First Citizens National Bank.