Valley National (NASDAQ: VLY) plans up to 25M-share repurchase

Rhea-AI Filing Summary

Valley National Bancorp filed an amended report to correct a clerical signature error and reaffirmed that its Board of Directors has approved a new stock repurchase program for up to 25 million shares of common stock.

The new authorization becomes effective on April 27, 2026, the day after the current program is scheduled to expire on April 26, 2026, and will run through April 27, 2028. Repurchases are discretionary and may be made through open market purchases and Rule 10b5-1 trading plans, with the actual number and timing driven by share price, market and business conditions, and alternative investment opportunities.

Insights

Bank equity analyst

Valley adds a two-year, 25 million-share repurchase option.

Valley National Bancorp’s board has authorized a new stock repurchase program covering up to 25 million common shares. The plan starts on April 27, 2026, immediately after the current authorization lapses, providing continuity in buyback capacity through April 27, 2028.

The authorization is purely discretionary and does not commit Valley to repurchase any minimum number of shares. Management notes that pricing, general business and market conditions, and alternative investment opportunities will influence how much of the authorization is used.

Repurchases may be executed via open market purchases and Rule 10b5-1 trading plans, in line with SEC rules and other legal requirements. Actual impact on share count and capital levels will depend on future board and management decisions disclosed in subsequent company communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 24, 2026

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. ☐

Explanatory Note

This Form 8-K/A amends the Form 8-K issued by Valley National Bancorp on February 24, 2026 (the “Prior 8-K”). The purpose of this Form 8-K/A is to correct a clerical error regarding the signature of the Prior 8-K.

Item 8.01 Other Events.

On February 24, 2026, Valley National Bancorp (“Valley”) issued a press release announcing the approval by Valley’s Board of Directors of a stock repurchase program for up to 25 million shares of Valley common stock (the “2026 Share Repurchase Program”). The 2026 Share Repurchase Program will be effective on April 27, 2026, replacing the current share repurchase program, which is set to expire on April 26, 2026 unless terminated sooner. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the share price, general business and market conditions, and alternative investment opportunities. The 2026 Share Repurchase Program will expire on April 27, 2028 and may be suspended or discontinued at any time at Valley’s discretion.

Item 9.01						Financial Statements and Exhibits.
(d)						Exhibits.
Exhibit No.						Description
99.1						Press Release of Valley National Bancorp dated February 24, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 24, 2026						VALLEY NATIONAL BANCORP
						By:			/s/ Travis Lan
									Travis Lan
									Senior Executive Vice President and
									Chief Financial Officer

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE			Contact:						Travis Lan
									Senior Executive Vice President and
									Chief Financial Officer
									973-686-5007

VALLEY NATIONAL BANCORP ANNOUNCES ADOPTION OF

SHARE REPURCHASE PROGRAM

NEW YORK, NY, Wednesday, February 24, 2026 -- (“Valley”), the holding company for Valley National Bank, announced today that its Board of Directors approved a new stock repurchase program in an amount up to 25 million shares of Valley common stock. Valley’s current stock repurchase program, unless terminated sooner, is set to expire on April 26, 2026. The authorization to repurchase under the new repurchase program will be effective on April 27, 2026 and will expire on April 27, 2028. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.

Under the new repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases and through the use of Rule 10b5-1 trading plans, all in compliance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The program does not obligate Valley to acquire any particular amount of shares, and may be suspended or discontinued at any time at Valley’s discretion.

About Valley

As the principal subsidiary of Valley National Bancorp (NASDAQ: VLY), Valley National Bank is a regional financial institution with approximately $64 billion in assets. Founded in 1927, Valley has more than 200 offices nationwide and serves individuals, families, and businesses across New Jersey, New York, Florida, Alabama, California, and Illinois. 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 our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,”

Valley National Bancorp (NASDAQ: VLY)

February 24, 2026

“outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Valley’s actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to those risk factors disclosed in Valley’s Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

2

FAQ

What stock repurchase program did Valley National Bancorp (VLY) approve?

Valley National Bancorp approved a new stock repurchase program for up to 25 million shares of its common stock. The program gives the company flexibility to buy back shares depending on price, market conditions, business outlook, and alternative investment opportunities.

When does Valley National Bancorp’s new share repurchase program start and end?

The new share repurchase program becomes effective on April 27, 2026 and expires on April 27, 2028. It begins immediately after the current authorization ends, creating a continuous window during which the company may choose to repurchase shares.

Does Valley National Bancorp (VLY) have to repurchase all 25 million shares?

No, Valley National Bancorp is not obligated to repurchase all 25 million shares. The program is an authorization only, and the company may repurchase fewer shares, or none, and can suspend or discontinue the program at any time.

How can Valley National Bancorp execute repurchases under the new program?

Valley National Bancorp may repurchase shares through open market purchases and Rule 10b5-1 trading plans. All transactions must comply with Securities and Exchange Commission rules and other applicable legal requirements, allowing repurchases to occur from time to time over the program’s life.

What was the purpose of Valley National Bancorp’s amended 8-K/A filing?

The amended filing was made to correct a clerical error related to the signature on the original report. It does not change the details of the newly approved stock repurchase program or the underlying authorization by the company’s Board of Directors.

What happens to Valley National Bancorp’s current stock repurchase program?

Valley National Bancorp’s current stock repurchase program is scheduled to expire on April 26, 2026, unless ended earlier. The new 25 million-share authorization becomes effective the next day, replacing the existing program and extending potential repurchases through April 27, 2028.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 33.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.6 KB