Valley National (NASDAQ: VLY) adopts new 25M-share repurchase plan

Rhea-AI Filing Summary

Valley National Bancorp announced that its Board of Directors approved a new stock repurchase program authorizing the buyback of up to 25 million shares of Valley common stock. The new 2026 Share Repurchase Program becomes effective on April 27, 2026, the day after the current program is scheduled to expire on April 26, 2026.

The authorization runs through April 27, 2028 and allows repurchases from time to time, including open-market purchases and Rule 10b5-1 trading plans. The actual amount and timing of buybacks will depend on factors such as share price, business and market conditions, and alternative investment opportunities, and the program can be suspended or discontinued at Valley’s discretion.

Insights

Bank capital management analyst

Valley adds flexibility with a sizable, but discretionary, new buyback.

Valley National Bancorp received Board approval to repurchase up to 25 million common shares under a new program effective April 27, 2026 through April 27, 2028. This replaces the existing plan that is scheduled to expire on April 26, 2026.

The authorization is a ceiling, not a commitment. Management states that the pace and total number of shares repurchased will depend on share price, general business and market conditions, and alternative investment opportunities. Repurchases may be executed in the open market and via Rule 10b5-1 trading plans.

The filing emphasizes that Valley is not obligated to repurchase any particular amount of stock and may suspend or discontinue the program at its discretion. Actual capital return levels, and their impact on per-share metrics, will become clearer only as future repurchase activity is disclosed in subsequent company communications and regulatory reports.

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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) 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. ☐

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/ Michael D. Hagedorn
									Michael D. Hagedorn
									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 did Valley National Bancorp (VLY) announce in its new repurchase plan?

Valley National Bancorp’s Board approved a new stock repurchase program authorizing buybacks of up to 25 million common shares. The plan provides flexibility for capital return but does not require the company to repurchase any specific number of shares.

When does Valley National Bancorp’s new 25 million share buyback program start and end?

The new repurchase authorization becomes effective on April 27, 2026 and expires on April 27, 2028. It is intended to follow the current program, which is scheduled to end on April 26, 2026, creating continuity in potential share repurchases.

How many shares can Valley National Bancorp (VLY) repurchase under the 2026 program?

The program authorizes repurchases of up to 25 million shares of Valley common stock. This figure is a maximum cap, and the company notes it may buy fewer shares or none at all, depending on conditions and other investment opportunities.

What methods can Valley National Bancorp use to repurchase shares under the new program?

Valley may repurchase shares from time to time through open market purchases and Rule 10b5-1 trading plans. All activity will be conducted in accordance with Securities and Exchange Commission rules and other applicable legal requirements governing stock repurchase transactions.

Is Valley National Bancorp obligated to complete the full 25 million share repurchase?

No, the company is not obligated to repurchase any particular number of shares under the program. The authorization may be suspended or discontinued at any time at Valley’s discretion, with activity influenced by price, market conditions, and alternative uses of capital.

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

The existing stock repurchase program is scheduled to expire on April 26, 2026 unless terminated sooner. The new authorization begins on April 27, 2026, effectively replacing the current plan and providing continued capacity for share repurchases if management chooses to use it.

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