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Valley National (VLY) sells $500M sub notes, calls $300M 2031 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Valley National Bancorp has issued $500 million of 6.219% fixed-to-floating rate subordinated notes due 2036 and plans to use the net proceeds of about $494.1 million primarily to repay existing subordinated debt and for general corporate purposes. The notes pay a fixed 6.219% coupon until June 1, 2031, then reset quarterly to a floating rate based on a benchmark, expected to be three-month Term SOFR, plus 243 basis points. They are intended to qualify as Tier 2 regulatory capital and are redeemable at the company’s option, subject to Federal Reserve approval, starting June 1, 2031 or earlier upon certain tax or regulatory events. Separately, Valley will redeem in full $300 million of 3.00% fixed-to-floating rate subordinated notes due 2031 on June 15, 2026 at par plus accrued interest, after which no such 2031 notes will remain outstanding.

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Insights

Valley refinances subordinated debt, extending maturity while maintaining Tier 2 capital.

Valley National Bancorp has issued $500,000,000 of 6.219% fixed-to-floating rate subordinated notes due 2036, intended to qualify as Tier 2 capital. The structure shifts interest from a fixed 6.219% rate to a floating SOFR-based coupon plus 2.43% after June 1, 2031.

The company estimates net proceeds of about $494.1 million and disclosed plans to use an amount equal to those proceeds to redeem or repay its 3.00% fixed-to-floating rate subordinated notes due June 15, 2031 and for general corporate purposes. It has already called $300,000,000 of these 2031 notes for redemption on June 15, 2026 at par plus accrued interest.

This sequence lengthens the debt maturity profile at a higher stated coupon but preserves regulatory capital treatment. Actual economic impact will depend on future benchmark rates after the switch to floating interest in 2031 and broader funding conditions disclosed in subsequent company filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New subordinated notes principal $500,000,000 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036
Fixed coupon rate 6.219% per annum From issuance to June 1, 2031 on 2036 notes
Floating spread 243 basis points (2.43%) Over benchmark, expected three-month Term SOFR, from June 1, 2031
Maturity of new notes June 1, 2036 Final maturity date of subordinated notes
Estimated net proceeds $494.1 million After underwriting discounts and offering expenses
2031 notes principal redeemed $300,000,000 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031
2031 notes coupon 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031
2031 notes redemption date June 15, 2026 Redemption at 100% of principal plus accrued interest
Fixed-to-Floating Rate Subordinated Notes financial
"6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”)."
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.
Tier 2 capital financial
"The Notes are intended to qualify (subject to applicable limitations) as Tier 2 capital under applicable capital regulations."
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.
shelf registration statement regulatory
"The Notes were sold pursuant to a shelf registration statement on Form S-3ASR."
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.
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.
redemption price financial
"the Company will redeem the 2031 Notes in full at a redemption price of 100% of the principal amount plus accrued and unpaid interest."
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
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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): May 11, 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 1.01

Entry into a Material Definitive Agreement.

Pursuant to the Underwriting Agreement (as defined below), on May 14, 2026 (the “Closing Date”), Valley National Bancorp (the “Company”) completed the issuance and sale (the “Offering”) of $500,000,000 aggregate principal amount of the Company’s 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-278527) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024, and became automatically effective on April 5, 2024, a base prospectus dated April 5, 2024 included as part of the Registration Statement, a preliminary prospectus supplement, dated May 11, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act, and a final prospectus supplement, dated May 11, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act.

On the Closing Date, the Company entered into a First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), in connection with the issuance and terms of the Notes (the “First Supplemental Indenture”). The First Supplemental Indenture supplements an indenture dated May 14, 2026 (the “Subordinated Indenture” and, together with the First Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes are the Company’s unsecured, subordinated obligations. Unless earlier redeemed, the Notes will mature on June 1, 2036. From and including the date of issuance to, but excluding June 1, 2031 or any earlier redemption date, the Notes will bear interest at a fixed annual interest rate equal to 6.219%, payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, 2026. From and including June 1, 2031 to, but excluding, the maturity date or the date of earlier redemption, the interest rate will reset quarterly to an annual interest rate equal to a benchmark rate (expected to be three-month term SOFR) plus a spread of 243 basis points (2.43%), payable quarterly in arrears on each March 1, June 1, September 1, and December 1, beginning on September 1, 2031.

The Notes are unsecured and rank subordinate and junior, to the extent and in the manner set forth in the Indenture, in right of payment and upon liquidation of all the Company’s obligations to the holders of senior debt of the Company, including liabilities to general creditors. The Notes rank equally among themselves and with all of the Company’s other subordinated unsecured indebtedness the terms of which provide that such indebtedness is not superior in right of payment to the Notes. The Notes are intended to qualify (subject to applicable limitations) as Tier 2 capital under applicable capital regulations, guidance and interpretations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

The Company may, at its option, beginning with the interest payment date of June 1, 2031, and on any interest payment date thereafter, redeem the Notes, in whole at any time or in part from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Company may also redeem the Notes at any time prior to their maturity, including prior to June 1, 2031, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, upon the occurrence of a “Tax Event, ” or a “Tier 2 Capital Event,” as described in the Indenture, or upon the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

Payment of principal on the Notes may be accelerated in the case of certain events of bankruptcy or insolvency involving the Company or Valley National Bank (the “Bank”). There is no automatic acceleration or right of acceleration in the case of default in the payment of interest on the Notes or in the performance of any of the other obligations under the Notes or the Indenture.

The foregoing summary of the terms of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subordinated Indenture, the First Supplemental Indenture and the form of the Notes, which are included herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 

2


Item 8.01

Other Events.

Underwriting Agreement

In connection with the Offering, on May 11, 2026, the Company and the Bank entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC as representatives of the underwriters named therein (the “Underwriters”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to sell, and the Underwriters agreed to purchase, the Notes. The Company estimates that the net proceeds of the offering of the Notes were approximately $494.1 million, after deducting the underwriting discounts and estimated expenses of the offering.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities related to the Registration Statement, the preliminary prospectus supplement, the final prospectus supplement and any free writing prospectus used by the Company.

The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is included herewith as Exhibit 1.1 and is incorporated herein by reference.

On May 11, 2026, the Company issued a press release announcing the pricing of the Notes, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Redemption of 2031 Notes

On May 14, 2026, the Company delivered a company order (the “Company Order”) to the Trustee, instructing the Trustee to deliver a redemption notice on May 14, 2026 (the “Redemption Notice”) to each holder of the Company’s outstanding 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 originally issued on May 28, 2021 in the aggregate principal amount of $300,000,000 (the “2031 Notes”). Pursuant to the terms of the 2031 Notes, on June 15, 2026 (the “Redemption Date”), the Company will redeem the 2031 Notes in full at a redemption price of 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Interest on the 2031 Notes will cease to accrue on and after the Redemption Date, and no 2031 Notes will remain outstanding following the redemption.

On May 14, 2026, the Company issued a press release announcing the redemption of the 2031 Notes, which is filed herewith as Exhibit 99.2 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
1.1    Underwriting Agreement, dated May 11, 2026, by and among Valley National Bancorp, Valley National Bank, and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed on Schedule A thereto.
4.1    Subordinated Indenture, dated May 14, 2026, by and between Valley National Bancorp and U.S. Bank Trust Company, National Association.
4.2    First Supplemental Indenture, dated May 14, 2026, by and between Valley National Bancorp and U.S. Bank Trust Company, National Association.
4.3    Form of Global Note for Valley National Bancorp’s 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2).
5.1    Opinion of Wachtell, Lipton, Rosen & Katz, dated May 14, 2026.
5.2    Opinion of Day Pitney LLP, dated May 14, 2026.
23.1    Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
23.2    Consent of Day Pitney LLP (included in Exhibit 5.2).
99.1    Press release of Valley National Bancorp, dated May 11, 2026.
99.2    Press release of Valley National Bancorp, dated May 14, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

3


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: May 14, 2026     VALLEY NATIONAL BANCORP
    By:  

/s/ Travis Lan

      Travis Lan
      Senior Executive Vice President and Chief Financial Officer

 

 

 

4

Exhibit 99.1

 

LOGO

NEWS RELEASE

Valley National Bancorp Announces Pricing Of Subordinated Notes

2026-05-11

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;

 

2


   

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;

 

3


   

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.

 

4


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

Source: Valley National Bank

 

5

Exhibit 99.2

 

LOGO    News Release
FOR IMMEDIATE RELEASE    Contact:   Travis Lan
     Senior Executive Vice President and
     Chief Financial Officer
     (973) 686-5007

VALLEY NATIONAL BANCORP ANNOUNCES REDEMPTION OF $300,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.00% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2031

New York, NY – May 14, 2026 — Valley National Bancorp (NASDAQ:VLY) (“Valley”), the holding company for Valley National Bank, today announced the redemption, in full, of its 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) in an aggregate principal amount of $300,000,000. The redemption date for the Notes is June 15, 2026 (the “Redemption Date”). The Notes will be redeemed at a redemption price of 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date.

In accordance with the terms of the Notes, the holders of the Notes will receive notice of the redemption and further instructions and details related to the process of such redemption. Interest on the Notes will cease to accrue on and after the Redemption Date, and no Notes will remain outstanding following the redemption.

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 branch locations and commercial 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 expectations with respect to the redemption. Such forward-looking statements involve certain risks and uncertainties. Actual outcomes may differ materially from such forward-looking statements. Factors that may cause actual outcomes to differ materially from those contemplated by such forward-looking statements are included in Valley’s filings with the Securities and Exchange Commission, including Part I, Item 1A “Risk Factors” of Valley’s 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 its expectations, except as required by law. Although Valley believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance and achievements cannot be guaranteed.

FAQ

What type of notes did Valley National Bancorp (VLY) issue in May 2026?

Valley National Bancorp issued $500 million of 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes pay a fixed 6.219% coupon until June 1, 2031, then float at a benchmark rate plus 243 basis points.

How will Valley National Bancorp use the net proceeds from the $500 million subordinated notes?

Valley intends to use an amount equal to the net proceeds to redeem, repurchase, repay, satisfy and discharge or otherwise repay its 3.00% subordinated notes due June 15, 2031, and for general corporate purposes, according to its disclosure.

When can Valley National Bancorp redeem the new 6.219% subordinated notes?

Beginning June 1, 2031, Valley may redeem the notes on any interest payment date, in whole or in part, at 100% of principal plus accrued interest, subject to prior Federal Reserve approval where required under applicable rules.

What are the key interest terms of Valley National Bancorp’s 2036 subordinated notes?

From issuance to June 1, 2031, the notes bear a fixed 6.219% annual rate, paid semi-annually. After that date, interest resets quarterly to a benchmark rate, expected to be three-month Term SOFR, plus a 2.43% spread.

What did Valley National Bancorp announce regarding its 3.00% subordinated notes due 2031?

Valley announced it will redeem in full $300 million aggregate principal of its 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 on June 15, 2026, at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

Do the new Valley National Bancorp subordinated notes count toward regulatory capital?

Yes. Valley stated that the 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 are intended to qualify, subject to applicable limitations, as Tier 2 capital under regulatory capital rules and related Federal Reserve guidance.

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