Good morning and welcome to the special shareholders meeting of First Citizens BancShares. I'm Jeff Agee, Chairman and CEO of the company, and it's my pleasure to welcome you here today to this historical meeting that we're having. Thank you for joining us, and we're excited to host our virtual meeting, which allows us to be more inclusive and reach a greater quantity of our shareholders. We have a number of shareholders attending via the web portal. The polls are now open. If you intend to vote and have not already done so, you must submit your vote now in order for it to be counted. After Secretary Butler describes each item to be voted on, we will close the polls. We will not accept ballots or any kind of changes after closing of the polls.
If you've already submitted your vote by proxy and do not wish to change your vote, you do not need to do anything now with your shares. As in our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. It is now 10:00 A.M. Central Standard Time on January the 21st, 2026, and this meeting is officially called to order. Now, it's my pleasure to introduce First Citizens BancShares Corporate Secretary, Laura Beth Butler, and she will act as Secretary for the full meeting. I will turn it to Laura Beth.
Thank you, Chairman Agee. We are also joined here today by our Counsel, Bruce Tobin, with Husch Blackwell, and our Audit Partner, Kevin Howell, with ATA. They will be available during the question and answer session after the meeting to respond to appropriate questions. And finally, the company has appointed Broadridge Financial Solutions to act as Inspector of Election. Ken Frank is with us today and has taken the oath of Inspector of Election earlier this month. After the formal meeting has been adjourned, we will provide time for general questions. Only validated shareholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one or two questions. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device.
The Board of Directors fixed November 19th, 2025, as the record date for determining the shareholders who were entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of internet availability of the notice of meeting, the proxy statement to shareholders, or the documents themselves were mailed on or about December 19th, 2025, to all shareholders as of the record date and will be incorporated into the minutes of this meeting. The shareholder list shows that as of that record date, there were 3,702,594 shares of common stock and 121,984 shares of Class A common stock that were outstanding and entitled to vote at this meeting.
We are informed by the Inspector of Election that there are represented in person or by proxy shares of common stock representing 2.217 million votes, or approximately 59.9%, and shares of Class A common stock representing 71,745 votes, or approximately 58.8% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting the business. We will now present the matters to be voted upon. Please note that we will give shareholders an opportunity to comment on the proposals after all proposals have been presented. Proposal One. Proposal One is to approve the agreement and plan of merger dated October 27th, 2025, the merger agreement, which is between Park National Corporation and First Citizens Bancshares.
The transactions contemplated thereby include the merger of First Citizens with and into Park National Corporation. The second proposal, Proposal Two, is an opportunity to adjourn the First Citizens Special Meeting if necessary or appropriate to solicit additional proxies. However, since this is not the case and we do have a quorum established, Proposal Two will not be necessary. Are there any comments in the web portal at this time? Seeing none, I will turn it back over to Chairman Agee.
It is now 10:04 A.M. Central Standard Time on January the 21st, 2026, and the polls are now closed. Now that everyone has had the opportunity to vote, I now declare the polls for First Citizens BancShares, Inc., Special Shareholder Meeting closed.
We have been informed by the Inspector of Election that the preliminary vote report shows that more than a majority of the shares of both the common stock and the Class A shares have voted for the proposal to approve the agreement and plan of merger with Park National Corporation. Thus, there is no need for Proposal Two to adjourn the special meeting to solicit additional proxies. With that, I turn the meeting over to Jeff Agee, Chairman and CEO.
Thank you. There being no further business to come before the meeting, the special meeting of shareholders of First Citizens BancShares is now adjourned. And at this time, I'll give a brief presentation that you can see on your. One thing I wanted to start with is this is a historical day for our shareholders, our teammates, our communities that we have been serving. And you can see we have been intact since 1889, 137 years. And you can see some of the historical pictures we have, even going back to Katie and Stallings and some of our teammates going back in those days. Some of the national recognitions I wanted to bring up for the last 15 years, being one of the best banks to work for in the United States for 15 years, Bank Director Balanced Scorecard.
This is a balance approach which brings in risk management, capital, and a few other barometers, and we've been on that list for quite a few years. Bauer Five Star Rating also for those 15 years. Total Assets. I hope our shareholders really appreciate where we've carried the company over the last 25 years. You can go back to the year 2000, our company in total assets was $500 million. As of December 31st, 2025, we were $2.6 billion. And you know when you think about that, we have branded our company. We are well branded across the state of Tennessee with other bankers, with Tennessee Bankers. And you know I even had one shareholder recently tell me, "We knew when you started expanding across the state and branding your company that people would start recognizing you." And really, they were correct. Strategic Threats.
So for some that might not have heard this, you're thinking, "Why are we going through this? And how did you get here?" So I'm going to cover just a few of the bigger picture strategic threats. We have been approached all 20 years that we've been leading this company. Every year, multiple acquirers reaching out to us. The years of 2021 through 2024, from a regulatory standpoint, really pushed us over the edge. We went through scenarios and compliance issues during that cycle that really we had never seen. For example, our President of the Bank's been here 50 years. I've been here 40-something years. And we both disclosed we have never seen the regulatory environment get to a position where it was. And it was really damaging the franchise value here. It really wore our executive team. It wore us down pretty good.
So that was really one of the big ticket items that really pushed us into considering marrying up with another company. Another point, aging team. Our executive team, a lot of our teammates throughout the company, especially in our operations division, we've hit stages, as I like to say, we've hit the mature stages of life. And it was definitely very impactful to our strategic thoughts and decision-making. Our directors. We've got some of the best directors, and I've been blessed as a chairman to have 21 directors, and really have been awesome. Unfortunately, we have a very mature-aged directors group and board there too. All these together, again, were very impactful in our decision. Growth pressure. Even though we're $2.6 billion in size and in multiple counties throughout Tennessee, we felt the pressure to really grow, to expand. Scale is critical right now.
And I say that in 2025, for example, you know, mergers and acquisitions, especially during that 2021 through 2024 years, it slowed down materially. It really was almost come to a halt. Well, the pressures now, coupled with the opportunities to merge, has really grown. So in 2025, there were 165 acquisitions in the banking arena. And that really is probably going to, in my opinion, it's going to be more. We'll probably see more in 2026. But that pressure and scale to become more efficient and leverage off that and grow into other markets, we felt that. And we felt like we really needed to expand into other places in Tennessee and even outside of Tennessee. Another point, capital. We were getting to the point we were really trying to be efficient with our capital, have produced very good Return on Equity positions, and we did that.
But we were to a point now, especially from lending opportunities in Middle and East Tennessee, especially where we really were going to have to focus on issuing more capital to expand our opportunities in certain lending buckets that were really being capped out. And that was, no doubt, some pressure that we were feeling. Stock liquidity pressures. It's been amazing and, I guess, eye-opening to us over the last three to five years, the quantity of shares that have turned over. Historically, going back, you know, six years back, people were lined up to buy our stock. I mean, you could hardly get on our list. It was so long. And over the last five years, we've had a big turnover of a lot of the families have handed over their stock to their children, their grandchildren, etc.
And all of a sudden, the commitment, connectivity to First Citizens in Tennessee had slowed down and diluted somewhat. And we were having more sales. We had more sales in the past probably three years than we have over the last decade. And that was really producing, again, some pressure on us trying to ensure that we had shareholders lined up to purchase those shares. So that was growing, and we anticipate, and we were looking forward visionary-wise, and we felt like that was going to continue to grow. Now, this next bullet point is one that's really pushing banks and companies throughout this country to consider purchasing or selling, mainly selling, is technology. The cost of technology has just gone through the roof. Staffing of technology in that sector has really jumped to a different level. And it's become more challenging, especially in Dyer County into our home base.
And we all know what, again, this is spinning off in technology and some other peripheral things here too, but AI, stablecoins, fraud, all that's intertwined to a certain degree. And that was really jumping on us a little bit. And we knew that we really, especially AI, that is major. We personally embraced that, but we really needed to partner with another company that embraced technology to a different level and could invest in some of these things that we were not totally ready for yet. And another bullet point, I touched on this a little bit. Our bank leaders were just absolutely exhausted through 2024. And again, all that pulled together. And then the offers. The offers from acquirers became more enticing. You'll see a couple of points here in just a minute with some graphs that I have.
You'll see that the offers that we received just in 2025, we had multiple offers. We narrowed it down to our best partner, Park. You'll see that they offered us a very nice, enticing offer for the company. Park National Bank, we've got two great companies merging here. We're very excited. Let me tell you, this is a very emotional time, I know, for our board, our communities, and our teammates. It's tough to make a decision knowing that we love this place. It's 137 years old, but we know what's getting ready to take place. The merger is really going to create a company very quickly that we could not really pull together probably for five years to a decade. Again, we got two great companies, and I'll touch on that in just a moment and some of the points applicable to that.
Speaking of the offer price, you can see here, these are the prices that have been paid for Tennessee banks since 2020. And you can see the far left is the First Citizens Bank shares offer. You can see it's greater than 1.8 x tangible book. Again, number one in the state of Tennessee, which honestly, we deserve that with our markets that we serve, the profitability, all the other peripheral things that go with a franchise value. And again, this is a prime example of having a nice price. Now, one thing that's been a little different to our shareholders that they're not used to because we're a private company and we are not traded on the exchange. Well, Park is. So when an acquisition takes place like this, you have an exchange ratio. And it is confusing to some shareholders.
So basically, you take Park and its PRK, they're traded on the New York Stock Exchange, and you take 0.52 times their trading value. You know I've been really wishing for an uptick in Park's stock because I'm going to tell you, their numbers look really good and our numbers look good. But today, perfect timing, their stock before I turned my phone off, we were sitting real close to the $165-$166 range. And I've given you a couple of examples. Our First Citizens National Bank's BancShares stock is trading at $64. Park, again, if you look at the $160, and again, it's above that, and we'll show you all three examples here. At $160 times 0.52, we'd be getting equivalent of $83 versus the $64, which is basically a 30% upswing in our stock. Since Park's stock is trading real close to $70, you could bout.
Again, I think as of a moment ago, it equated to $85. But going to the $170 example, that's $88. That's a 38% uptick in our stock, which will be exchanged again in February. And then at $180, it would be $94 equivalent to the $64, which is real close to the 50%. We are very optimistic with, again, we can't control the markets, what it does, but I can tell you Park's forecast really is very good, especially inclusive with us. Now, to spin off that a little bit, the value creation here, for example, the current valuation of our stock, you can see it's at $64. The merger price estimate, and as of today, it is $85. But the stock analyst price target for Park's stock is $91. And when you look forward, and this is where I think it really looks good to me.
I think the two entities pulling together, the synergy here, I think this is where the shareholder value will really take place, in my opinion. 2027, the earnings per share forecast, you can see the equivalency, again, getting back to bank share, staying on that comparison, you can see will exceed $100 if that takes place. So very positive numbers there. And in a lot of acquisitions, that's as far as they go with looking at merging with someone. And that was not, obviously, that is extremely important, but we looked at many things that fit into this decision. Another thing that looks very good, and I can tell you, our board and me personally, this is something that really stands out to me. Because most shareholders, in my opinion, are going to keep the stock at least for 12 months for capital gain purposes.
This is one area I think you will see some very accretive, positive moves to the shareholder return. This is comparing 2025 dividends. Let me say, first of all, First Citizens BancShares shares pays a nice dividend. We're historically in a good range towards an upper tier when you compare to peers. Last year, First Citizens shareholders would have received on 100 shares, $190. If you'd owned Park shares back last year, you would have made $231 off of the dividends. You can see that's a 22% uptick also in the shareholder return from the dividend side. Again, I think that is very impactful to our current shareholders and even going forward. This is an area I hit on a minute ago about where we needed to work on scale, grow, etc. Look at this, how quick we can move the needle.
You saw earlier, we went over the last 20 years going from $500 million to $2.6 billion . Well, all of a sudden, in 2025 to 2026, we're going to go from $2.6 billion to $13.5 billion year-end of this current year. So again, you can see we're going to move the needle very quickly, and we couldn't have done that on our own. So Park National Bank. I pulled this first slide up, and I'm not going to go into all the details here. This is Matt Miller. He is the CEO and President of Park National Bank. He honestly reminds me of myself when I started as president of this bank when I was in my 40s. Matt, he's in his 40s. He's a young leader, CPA, very, very smart young man.
We really see a lot of similarities of the culture of the two companies, which is driven by Matt. David Trautman is the chairman of the company. But again, Matt is leading the company in 2026 going forward as the CEO. We're very, very excited to work with Matt. He's very people-centered, and that's one thing that stands out with us. This gives you a little glance for the ones that have not seen it. Park is basically right at $10 billion. They're in four states, 87 branches, 108 ATMs, and then they have just a little less than 2,000 teammates in their company. Here's a map of where the company will look inclusive of First Citizens. As you can see, the five states there.
And really, in my opinion, when Park closes on us February the 1st, I think going forward strategically, you can look at this and say, "Oh, there's a lot of opportunity," and especially, in my opinion, in the state of Tennessee to even expand even further. This next slide, it says community impact. This was a very deep concern of our directors and myself. We wanted to make sure we were partnering with a team and a company that really were deeply rooted in the communities they serve and love to invest in the communities. I can tell you Park is a very big investor in the communities they serve. You can see in the first bullet point, they contributed $4.8 million last year to approximately 1,100 community organizations, etc. So they're real big and giving back.
And that was a big piece of the pie when we were reviewing this. They're also noted for being one of the best places to work, state of Ohio, very similar to what we do here. And again, investing in the teammates, trying to make your culture a better place to work. So timeline, where are we? We've had the regulatory approval, and this was an expedited regulatory approval. We were really surprised how quickly the approval process took place, I think because you've got two high-quality companies coming together, and we're both examined by the OCC. Laura Beth has already disclosed to you, we basically had rounding here, approximately 60% voter turnout in these proxies, which really is amazing, to be honest with you, and impressive. But the point that stood out to me is that the ones that did vote, there was a 98% yes in the voting.
So I thought that was pretty impressive. So in February, we officially become Park's Tennessee region. Chris Hepler , Sheryl Armstrong, Judy Long, Laura Beth Butler, and I will continue to work for Park throughout this whole year. In fall of 2026, there will be a conversion, and that's when all hands will be on deck. We will be working with our customers and really ensuring we have as good as we can, a seamless conversion from our core system here of FIS to Fiserv at Park National Bank. So quarter three of 2026, Park's name and brand will roll out in our markets that we serve. And I know this will be emotional to you as much as it is to me. I'm going to be going through a lot of emotions through this year.
But really, when you weigh all the pros and cons and you strategically go through this, this is a great long-term investment for First Citizens and our shareholders. At this time, we don't have any questions in the queue. So last opportunity, please put your questions in the portal if you have any. Being there, there's no questions. That concludes our meeting. We thank you for your attendance today. We thank you for your support. And we thank you for the voters. Because again, I know this has been an emotional stake for each one of you, and we appreciate you, and we thank you. Have a great day. Thank you.
The meeting has now concluded. Thank you for joining, and have a pleasant day.