Valley National (NASDAQ: VLY) EVP withholds stock to cover PSU taxes

Rhea-AI Filing Summary

Valley National Bancorp executive Mitchell L. Crandell, EVP & Chief Accounting Officer, reported routine tax‑related share withholding tied to performance stock units. On February 2, 2026, three code F transactions withheld 951, 2,646, and 2,261 shares of common stock at $12.46 per share. These shares were withheld to satisfy tax obligations triggered by a performance stock unit payout under Rule 16b‑3, rather than sold in an open‑market trade. Following the last transaction, Crandell directly owned 84,890 shares of Valley National Bancorp common stock.

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

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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^*

CRANDELL MITCHELL L

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		F		951(1)	D	$12.46	89,797	D
Common Stock	02/02/2026		F		2,646(1)	D	$12.46	87,151	D
Common Stock	02/02/2026		F		2,261(1)	D	$12.46	84,890	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 payout of performance stock units in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ MITCHELL L. CRANDELL	02/03/2026
	** 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.
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FAQ

What insider transaction did VLY executive Mitchell L. Crandell report?

Mitchell L. Crandell reported tax-related share withholding transactions. On February 2, 2026, shares of Valley National Bancorp common stock were withheld to cover taxes from a performance stock unit payout, rather than being sold on the open market.

How many Valley National Bancorp (VLY) shares were withheld in Crandell’s Form 4?

Three separate blocks of shares were withheld: 951, 2,646, and 2,261 common shares. These withholdings satisfied tax obligations arising from a performance stock unit payout, as explained in the Form 4 footnote under Rule 16b‑3.

At what price were VLY shares valued for Mitchell Crandell’s tax withholding?

The withheld Valley National Bancorp common shares were valued at $12.46 per share. This price was used to calculate the number of shares needed to satisfy Crandell’s tax withholding obligations from the performance stock unit payout reported on February 2, 2026.

How many Valley National Bancorp shares does Mitchell Crandell own after the Form 4 transactions?

After the reported tax-withholding transactions, Mitchell L. Crandell directly owned 84,890 shares of Valley National Bancorp common stock. This figure reflects his beneficial ownership immediately following the final February 2, 2026 transaction reported on the Form 4.

What does transaction code F mean in the VLY Form 4 for Mitchell Crandell?

Transaction code F indicates shares were withheld to pay taxes on an equity award. In this case, Valley National Bancorp shares were withheld from Mitchell Crandell’s performance stock unit payout to satisfy tax withholding obligations, in a transaction exempt under SEC Rule 16b‑3.

Is Mitchell L. Crandell a major insider at Valley National Bancorp (VLY)?

Mitchell L. Crandell is reported as an officer of Valley National Bancorp, serving as EVP & Chief Accounting Officer. The Form 4 indicates he is not a director and not a 10% owner, but he is considered an insider due to his executive role.