On August 20, 2020, Park National Corporation completed the issuance and sale (the “Offering”) of $175,000,000 aggregate principal amount of its 4.50% fixed-to-floating rate subordinated notes due 2030 (the “Notes”). In connection with the offering, the Company and its national bank subsidiary, The Park National Bank (“PNB”), entered into an underwriting agreement, dated August 17, 2020 (the “Underwriting Agreement”), with Piper Sandler & Co. The Notes were sold at an underwriting discount of 1.00%, resulting in net proceeds to the Company of approximately $173,250,000 before deducting expenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include providing capital to support the Company’s growth organically or through strategic acquisitions, repaying indebtedness, financing investments, capital expenditures, repurchasing the Company’s common shares and for investments in PNB as regulatory capital. The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes in the Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The notes were issued under the Indenture, dated as of August 20, 2020 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 20, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee. From and including the August 20, 2020 date of issuance to, but excluding, September 1, 2025, or the earlier redemption date, the Notes will bear interest at an initial fixed rate of 4.50% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. From and including September 1, 2025 to, but excluding the maturity date, September 1, 2030, or earlier redemption date (the “floating rate period”), the Notes will bear interest at a floating rate per annum equal to the Benchmark rate, which is expected to be Three-Month Term SOFR (each as defined in the Prospectus Supplement under “Description of the Subordinated Notes —Payment of Principal and Interest”), plus a spread of 439 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears; provided, however, that if the Benchmark rate is less than zero, then the Benchmark rate shall be deemed to be zero. The Company may, at its option, beginning with the interest payment date of September 1, 2025 and on any interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior approval of the holders of the Company’s senior indebtedness and of the Board of Governors of the Federal Reserve System (the ‘‘Federal Reserve’’) to the extent the approval of the Federal Reserve is then required under the capital adequacy rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption.