Share Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

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 makes 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 are 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 September 30, 2025, 175,650 common shares were available for future grants under the 2017 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 makes 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 are 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 September 30, 2025, 45,000 common shares were available for future grants under the 2017 Non-Employee Directors LTIP.

During the nine months ended September 30, 2025 and 2024, the Compensation Committee of the Board of Directors of Park granted awards of PBRSUs, under the 2017 Employees LTIP, covering an aggregate of 49,350 common shares and 59,165 common shares, respectively, to certain employees of Park and its subsidiaries.

At September 30, 2025, Park reported 183,024 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.

A summary of changes in the common shares subject to nonvested PBRSUs for the nine months ended September 30, 2025 and 2024 follows. PBRSUs herein represent the maximum number of nonvested PBRSUs. The fair value of the PBRSUs was determined using the quoted price of Park stock on the date of grant.


	Common shares subject to PBRSUs	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2024	186,936	$	122.68
Granted	59,165	131.30
Vested	(58,056)	103.70
Forfeited	(2,025)	135.55
Adjustment for performance conditions of PBRSUs (1)	—	—
Nonvested at September 30, 2024	186,020	$	131.20
Nonvested at January 1, 2025	186,020	$	131.20
Granted	49,350	170.72
Vested	(51,833)	119.31
Forfeited	(513)	152.68
Adjustment for performance conditions of PBRSUs (1)	—	—
Nonvested at September 30, 2025 (2)	183,024	$	145.17

(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. As of September 30, 2025, an aggregate of 181,933 PBRSUs were expected to vest.

A summary of awards vested during the three months and nine months ended September 30, 2025 and 2024 follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
PBRSUs vested	—	3,075	51,833	58,056
Common shares withheld to satisfy employee income tax withholding obligations	—	958	19,468	22,895
Net common shares issued	—	2,117	32,365	35,161

Share-based compensation expense of $1.8 million and $1.6 million was recognized for the three-month periods ended September 30, 2025 and 2024, respectively, and share-based compensation expense of $5.5 million and $4.9 million was recognized for the nine-month periods ended September 30, 2025 and 2024, respectively.

The following table details expected additional share-based compensation expense related to PBRSUs outstanding at September 30, 2025:


(In thousands)
Three months ending December 31, 2025	$	1,740
2026	5,585
2027	3,662
2028	1,532
2029	242
Total	$	12,761