8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 20, 2024

Valley National Bancorp

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Penn Plaza,	New York,	New York	10119
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of exchange on which registered
Common Stock, no par value	VLY	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value	VLYPP	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value	VLYPO	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par value	VLYPN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 20, 2024, pursuant to the terms of the Investor Rights Agreement, dated as of April 1, 2022, by and between Valley National Bancorp (the “Company”) and Bank Leumi Le-Israel B.M. (“Bank Leumi”), Bank Leumi notified the Company that it intends to seek appointment of a new designee to the board of directors (the “Board”) of the Company in Dafna Landau’s place (the “Notice”). Ms. Landau, who was appointed to the Board as the designee of Bank Leumi, has separated from employment with Bank Leumi, and in connection with the Notice, Ms. Landau has tendered her resignation from the Board. Ms. Landau’s resignation will be effective upon the appointment of Bank Leumi’s new designee, which is expected to occur in the fourth quarter 2024. Ms. Landau’s resignation from the Board is not due to any disagreement between Ms. Landau and the Company, Valley National Bank or management.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 23, 2024	VALLEY NATIONAL BANCORP
	By:	/s/ Gary G. Michael
		Gary G. Michael
		Executive Vice President, General Counsel
		and Corporate Secretary

XML

Cover	Aug. 20, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 20, 2024
Entity Registrant Name	Valley National Bancorp
Entity Incorporation, State or Country Code	NJ
Entity File Number	1-11277
Entity Tax Identification Number	22-2477875
Entity Address, Address Line One	One Penn Plaza,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10119
City Area Code	973
Local Phone Number	305-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000714310
Amendment Flag	false
The Nasdaq Stock Market LLC | Common Stock, no par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	VLY
Security Exchange Name	NASDAQ
The Nasdaq Stock Market LLC | Non-Cumulative Perpetual Preferred Stock, Series A, no par value
Document Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series A, no par value
Trading Symbol	VLYPP
Security Exchange Name	NASDAQ
The Nasdaq Stock Market LLC | Non-Cumulative Perpetual Preferred Stock, Series B, no par value
Document Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series B, no par value
Trading Symbol	VLYPO
Security Exchange Name	NASDAQ
The Nasdaq Stock Market LLC | Non-Cumulative Perpetual Preferred Stock, Series C, no par value
Document Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series C, no par value
Trading Symbol	VLYPN
Security Exchange Name	NASDAQ