STOCK TITAN

Valley National Bancorp Announces Pricing Of Subordinated Notes

(Neutral)
(Negative)
Tags

Valley National Bancorp (NASDAQ:VLY) priced $500 million of 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036. The Notes pay 6.219% semiannually to June 1, 2031, then a floating rate equal to a benchmark, expected to be Three-Month Term SOFR, plus 243 basis points.

The Notes are intended to qualify as Tier 2 capital. According to Valley, net proceeds will help repay its 3.00% fixed-to-floating subordinated notes due June 15, 2031 and fund general corporate purposes. The offering is expected to close on May 14, 2026, subject to customary conditions.

Loading...
Loading translation...

AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

  • $500 million subordinated notes offering priced, enhancing Tier 2 capital resources
  • Proceeds earmarked to repay 3.00% subordinated notes due June 15, 2031
  • Fixed 6.219% rate until June 1, 2031, then floating at benchmark plus 243 bps
  • Offering supported by multiple book-running managers and co-managers

Negative

  • New subordinated notes carry a 6.219% fixed rate versus 3.00% on notes being repaid
  • Issuance adds $500 million in subordinated debt obligations until 2036 maturity

News Market Reaction – VLY

-0.83%
-0.83% News Effect

On the day this news was published, VLY declined 0.83%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights VLY’s issuance of $500 million in fixed-to-floating subordinated notes,...
Analysis

This announcement highlights VLY’s issuance of $500 million in fixed-to-floating subordinated notes, intended to qualify as Tier 2 capital and partially refinance existing 3.00% subordinated notes. In the context of recent solid Q1 2026 results and ongoing geographic and business expansion, it adds a capital structure element to the story. Investors may watch how this Tier 2 issuance affects future funding flexibility, regulatory capital metrics, and overall strategic execution.

Key Figures

Subordinated notes size: $500 million Fixed coupon: 6.219% per annum Floating spread: 243 basis points +5 more
8 metrics
Subordinated notes size $500 million 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036
Fixed coupon 6.219% per annum From issue date to but excluding June 1, 2031
Floating spread 243 basis points Over benchmark rate from and including June 1, 2031
Legacy notes coupon 3.00% Fixed-to-floating subordinated notes due June 15, 2031
Maturity year 2036 Maturity of new subordinated notes
Tier 2 capital Intended qualification Notes intended to qualify as Tier 2 capital for regulatory purposes
Shelf file number File No. 333-278527 Effective shelf registration statement referenced for offering
Morgan Stanley toll-free 866-718-1649 Contact number for prospectus materials

Historical Context

5 past events · Latest: Apr 23 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 23 Q1 2026 earnings Positive +3.9% Stronger net income, net interest income and margin with improved efficiency.
Apr 14 Market expansion Positive -0.1% Expansion of commercial banking into Phoenix, Arizona to grow footprint.
Apr 09 Leadership appointment Positive +2.2% Appointment of Head of Small Business Banking to drive SME strategy.
Apr 07 Earnings date set Neutral +2.7% Announcement of timing and access details for Q1 2026 earnings call.
Apr 02 Branch opening Positive -0.2% Opening of new Melbourne, Florida branch to deepen local relationships.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news, especially earnings and strategic appointments, has more often coincided with positive price reactions than negative ones, though branch and market expansion headlines have seen mixed responses.

Recent Company History

Over the last several weeks, VLY reported strong Q1 2026 results, with higher net income and improved efficiency, which was followed by a +3.92% move. Strategic initiatives included expansion into Phoenix and a new Melbourne, Florida branch, plus the appointment of a Head of Small Business Banking, with price reactions ranging from about flat to +2.24%. Against this backdrop of operational growth and generally constructive responses to earnings, today’s subordinated notes pricing adds a capital structure-focused development.

Key Terms

fixed-to-floating rate subordinated notes, three-month term sofr, tier 2 capital, basis points, +2 more
6 terms
fixed-to-floating rate subordinated notes financial
"it priced $500 million of its 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036"
A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.
three-month term sofr financial
"a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR"
Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.
tier 2 capital regulatory
"The Notes are intended to qualify as Tier 2 capital for regulatory purposes."
Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.
basis points financial
"plus a spread of 243 basis points from, and including, June 1, 2031"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
shelf registration statement regulatory
"The offering of the Notes is being made pursuant to an effective shelf registration statement (File No. 333-278527)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a preliminary prospectus supplement filed with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

NEW YORK, May 11, 2026 (GLOBE NEWSWIRE) -- Valley National Bancorp (NASDAQ:VLY) (“Valley”), the holding company for Valley National Bank, announced today that it priced $500 million of its 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). Interest on the Notes will accrue at a rate equal to (i) 6.219% per annum from the original issue date to, but excluding, June 1, 2031, payable semiannually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Notes), plus a spread of 243 basis points from, and including, June 1, 2031, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

Valley intends to use an amount equal to the net proceeds from this offering to redeem, repurchase, repay, satisfy and discharge or otherwise repay, in part or in full, Valley’s 3.00% fixed-to-floating rate subordinated notes due June 15, 2031 and for general corporate purposes. The offering is expected to close on May 14, 2026, subject to customary closing conditions.

Keefe, Bruyette & Woods, A Stifel Company and Morgan Stanley & Co. LLC are acting as joint book-running managers for the Notes offering, with RBC Capital Markets, LLC and R. Seelaus & Co., LLC acting as co-managers.

The offering of the Notes is being made pursuant to an effective shelf registration statement (File No. 333-278527) (including base prospectus), a preliminary prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026, and a final prospectus supplement to be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Notes offering can be obtained without charge by visiting the SEC’s website at www.sec.gov, or may be obtained by emailing Keefe, Bruyette & Woods, A Stifel Company  at USCapitalMarkets@kbw.com or by calling Morgan Stanley & Co. LLC toll free at 866-718-1649.

About Valley

As the principal subsidiary of Valley National Bancorp (NASDAQ: VLY), Valley National Bank is a regional financial institution with over $64 billion in assets. Founded in 1927, Valley has more than 220 offices nationwide and serves clients across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona. Valley delivers a full range of consumer, commercial, and wealth management solutions designed to support everything from homeownership and business growth to long-term financial planning. Big enough to support complex financial needs and small enough to stay deeply connected, Valley is grounded in a relationship-led approach focused on understanding people first. That same relationship-led approach guides Valley’s commitment to community investment and responsible corporate citizenship. To learn more, visit www.valley.com or call the Valley Customer Care Center at 800-522-4100.

Forward-Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about opportunities, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “intend,” “should,” “expect,” “believe,” “position,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated in these forward-looking statements include, but are not limited to:

  • the impact of market interest rates and monetary and fiscal policies of the U.S. federal government and its agencies in connection with prolonged inflationary pressures, which could have a material adverse effect on Valley’s clients, business, employees, and ability to provide services to its customers;
  • the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs/import fees and other trade policies and practices, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on Valley’s business, employees or clients caused by factors outside of Valley’s control, such as new legislation and policy changes under the current U.S. presidential administration, any shutdown of the U.S. federal government, geopolitical instabilities or events, including ongoing conflicts in the Middle East, natural and other disasters, including severe weather events and other climate-related risks, health emergencies, acts of terrorism, or other external events;
  • the impact of any potential instability within the U.S. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of any actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including FDIC insurance assessments, or adverse impact on Valley’s stock price, deposits or Valley’s ability to borrow or raise capital;
  • the impact of negative public opinion regarding Valley or banks in general that damages Valley’s reputation and adversely impacts business and revenues;
  • changes in the statutes, regulations, policies, enforcement priorities, or composition of the federal bank regulatory agencies;
  • the loss of or decrease in lower-cost funding sources within Valley’s deposit base;
  • investigations, damage verdicts, settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent, trademark or other intellectual property infringement, misappropriation or other violation, employment-related claims, and other matters;
  • a prolonged downturn and contraction in the economy, as well as any decline in commercial real estate values collateralizing a significant portion of its loan portfolio;
  • higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations, and case law;
  • the inability to grow customer deposits to keep pace with the level of loan growth;
  • a material change in Valley’s allowance for credit losses due to forecasted economic conditions and/or unexpected credit deterioration in Valley’s loan and investment portfolios;
  • the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
  • changes in Valley’s business, strategy, market conditions or other factors that may negatively impact the estimated fair value of Valley’s goodwill and other intangible assets and result in future impairment charges;
  • greater than expected technology-related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
  • increased competitive challenges and competitive pressure on pricing of Valley’s products and services;
  • Valley’s ability to stay current with rapid technological changes and evolving legal and regulatory requirements in the financial services industry, including developments relating to the use of artificial intelligence, blockchain, and related regulatory developments, as well as Valley’s ability to effectively assess and monitor the effects of, and risks associated with, the implementation and use of such technology;
  • cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of Valley’s or Valley’s third-party service providers’ websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage Valley’s systems or networks, and the increasing sophistication of such attacks and use of targeted tactics against the financial services industry;
  • any disruption of Valley’s systems and network, or those of Valley’s third-party service providers, resulting from events that are wholly or partially beyond Valley’s control, including, for example, electrical, telecommunications, or other major service outages, or actions by employees, which may give rise to financial loss or liability;
  • results of examinations by the Office of the Comptroller of the Currency, the Federal Reserve Bank, the Consumer Financial Protection Bureau and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require Valley to increase its allowance for credit losses, write-down assets, reimburse customers, change the way Valley does business, or limit or eliminate certain other banking activities;
  • application of heightened regulatory standards for certain large insured national banks, and the expenses Valley will incur to develop policies, programs, and systems that comply with the enhanced standards applicable to Valley;
  • Valley’s inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in Valley’s capital requirements, or a decision to increase capital by retaining more earnings;
  • unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on Valley’s business caused by severe weather and other climate-related risks, pandemics or other public health crises, acts of terrorism or other external events;
  • Valley’s ability to successfully execute its business plan and strategic initiatives; and
  • unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, risk mitigation strategies, changes in regulatory lending guidance or other factors.

A detailed discussion of factors that could affect results is included in Valley’s SEC filings, including Item 1A. "Risk Factors" of the Annual Report on Form 10-K for the year ended December 31, 2025.

Valley undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in expectations, except as required by law. Although Valley believes that the expectations reflected in the forward-looking statements are reasonable, there can be no guarantee as to future results, levels of activity, performance or achievements.

Contact:Travis Lan
Senior Executive Vice President and 
Chief Financial Officer
(973) 686-5007



FAQ

What did Valley National Bancorp (NASDAQ:VLY) announce about its subordinated notes on May 11, 2026?

Valley National Bancorp announced it priced $500 million of 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036. According to Valley, the Notes will initially pay a 6.219% fixed coupon and are intended to qualify as Tier 2 capital for regulatory purposes.

What are the interest rate terms of Valley National Bancorp’s new 2036 subordinated notes (VLY)?

The Notes pay 6.219% per annum from issuance to June 1, 2031, then float at a benchmark plus 243 basis points. According to Valley, the floating benchmark is expected to be Three-Month Term SOFR, with interest payable semiannually then quarterly in arrears.

How will Valley National Bancorp (VLY) use the $500 million subordinated notes proceeds?

Valley plans to use net proceeds to redeem, repurchase, repay, satisfy and discharge or otherwise repay its 3.00% fixed-to-floating subordinated notes due June 15, 2031. According to Valley, remaining funds may support general corporate purposes, offering balance sheet and funding flexibility.

When is the expected closing date for Valley National Bancorp’s new subordinated notes offering?

The offering is expected to close on May 14, 2026, subject to customary closing conditions. According to Valley, completion depends on standard requirements typically applied to capital markets transactions, following the effective shelf registration and related prospectus supplements filed with the SEC.

What regulatory capital treatment will Valley National Bancorp’s 6.219% subordinated notes receive?

The subordinated notes are intended to qualify as Tier 2 regulatory capital for Valley National Bancorp. According to Valley, this classification allows the $500 million issuance to support the company’s overall regulatory capital structure while it refinances existing subordinated debt obligations maturing in 2031.

Which banks are managing Valley National Bancorp’s $500 million subordinated notes offering?

Keefe, Bruyette & Woods, a Stifel company, and Morgan Stanley & Co. are joint book-running managers. According to Valley, RBC Capital Markets and R. Seelaus & Co. act as co-managers, helping distribute the 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 to fixed-income investors.

How do Valley National Bancorp’s new 6.219% subordinated notes compare to its 3.00% notes due 2031?

The new subordinated notes carry a 6.219% fixed rate until 2031 versus 3.00% on the existing notes. According to Valley, proceeds from the 2036 notes will help redeem or repay the 3.00% fixed-to-floating subordinated notes due June 15, 2031.