Valley National EVP Reports Tax-Related Share Withholding in Form 4

Rhea-AI Filing Summary

Valley National Bancorp (VLY) – Form 4 filing dated 08/05/2025

EVP & Chief Credit Officer Mark Saeger reported an 08/01/2025 transaction coded “F,” indicating shares were withheld by the issuer to cover taxes triggered by the vesting of restricted stock units. A total of 5,486 common shares were withheld at an implied price of $9.27 per share. Because this is not an open-market sale but an internal, tax-related disposition exempt under Rule 16b-3, it typically carries neutral signal value for investors. Following the transaction, Saeger’s direct beneficial ownership stands at 198,923 common shares, suggesting continued substantial alignment with shareholders.

Insights

Securities Analyst

TL;DR: Routine tax withholding; insider retains ~199k shares—neutral market signal.

The “F” code confirms these 5,486 shares were automatically withheld to meet tax obligations upon RSU vesting, not an elective open-market sale. Such events generally do not reflect the executive’s view on Valley National’s valuation or prospects. Post-transaction ownership—198,923 shares—remains material, preserving incentive alignment. Given the modest dollar value (~$51k) relative to both Saeger’s holdings and VLY’s market cap, the impact on float and sentiment should be negligible.

Corporate Governance Expert

TL;DR: Compliance event; no governance red flags detected.

The filing is timely and fully signed, evidencing proper Section 16 compliance. Use of share withholding rather than cash suggests efficient payroll tax handling and avoids insider-trading perception. No derivative positions were altered, and the executive’s stake remains robust. Consequently, the disclosure is administrative, with no adverse governance implications.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAEGER MARK

(Last) (First) (Middle)

C/O VALLEY NATIONAL BANCORP

ONE PENN PLAZA

(Street)

NEW YORK NY 10119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		F		5,486(1)	D	$9.27	198,923	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising upon the vesting of restricted stock units in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ MARK SAEGER	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Valley National Bancorp (VLY) shares did Mark Saeger dispose of?

The executive had 5,486 shares withheld to cover taxes related to RSU vesting.

What price was used for the share withholding transaction?

The shares were valued at $9.27 each for tax-withholding purposes.

How many VLY shares does Mark Saeger own after the transaction?

He now directly owns 198,923 common shares.

Does a Form 4 code "F" indicate insider selling?

Code "F" denotes shares withheld for tax liabilities, not discretionary selling, and is generally viewed as neutral.

Were any derivative securities involved in this Form 4?

No, Table II shows zero derivative activity.