Sec Form 4 Filing - RAMSER MARK R @ PARK NATIONAL CORP /OH/ - 2023-10-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RAMSER MARK R 2. Issuer Name and Ticker or Trading Symbol PARK NATIONAL CORP /OH/ [ PRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 50 N. THIRD STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2023 (Street) NEWARK, OH43055 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 10/23/2023 A 428 ( 1 ) A $ 93.6 4,931.6747 ( 2 ) D Common Shares 2,255.2278 ( 3 ) I By Mark Ramser's IRA, Self-Directed Non-deductible Common Shares 5,626.5908 ( 3 ) I By Mark Ramser's IRA, Self-Directed Common Shares 11,465 I By Denise M. Ramser (spouse) Common Shares 1,357.4588 ( 4 ) I By Denise Ramser's IRA, Self-Directed non-deductible Common Shares 2,976.3234 ( 4 ) I By Denise Ramser's IRA, Self-Directed Common Shares 1,155 I As Trustee of R.E. Ramser Trust FBO Elizabeth Ramser Jaime Common Shares 4,283 I As Trustee of R.E. Ramser Trust FBO Hayley Ramser Common Shares 2,484 I As Trustee of R.E. Ramser Trust FBO Russell Ramser Common Shares 3,421 I By Ramser FLP Inc. ( 5 ) Common Shares 25,416 I By Ramser FLP Ltd. ( 6 ) Common Shares 15,453 I By Ramser Arboretum ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAMSER MARK R 50 N. THIRD STREET NEWARK, OH43055 X Signatures /s/ Brady T. Burt, Attorney-in-Fact for Mark R. Ramser 10/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common shares of Park National Corporation ("Park") were awarded pursuant to and in accordance with the terms of the Park National Corporation 2017 Long-Term Incentive Plan for Non-Employee Directors (the "2017 Non-Employee Directors LTIP"). ( 2 )Includes an aggregate of 5.5017 common shares of Park held in the reporting person's account under the Park National Corporation Dividend Reinvestment Plan (the "DRIP") which were acquired since December 31, 2022 through the date of this filing. ( 3 )Includes an aggregate of 225.0616 common shares of Park held in the reporting person's two IRA accounts (64.3970 in the Self-Directed, Non-deductible IRA and 160.6646 in the Self-Directed IRA) under the DRIP which were acquired since the most recent reportable transaction date of December 31, 2022 through the date of this filing. ( 4 )Includes an aggregate of 123.7490 common shares of Park held in the reporting person's spouse's two IRA accounts (38.7616 in the Self-Directed, Non-deductible IRA and 84.9874 in the Self-Directed IRA) under the DRIP which were acquired since the most recent reportable transaction date of December 31, 2022 through the date of this filing. ( 5 )The reporting person is co-owner of Ramser FLP Inc. (owning 50% thereof). The common shares reported are those owned by Ramser FLP Inc. directly. In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Inc. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein. ( 6 )The reporting person is co-owner of Ramser FLP Ltd. (owning 47.5% thereof). In his capacity as a co-owner, the reporting person has shared voting and investment power over the common shares held by Ramser FLP Ltd. The reporting person disclaims beneficial ownership of the reported common shares except to the extent of his pecuniary interest therein. ( 7 )The reporting person is Secretary and Treasurer of Ramser Arboretum and is one of two individuals who currently share voting and investment power over the common shares held by Ramser Arboretum. The reporting person disclaims any pecuniary interest in these common shares since Ramser Arboretum is a 501(c)(3) private charitable operating foundation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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