Valley National (VLY) SEVP Martocci reports 3,761-share tax withholding

Rhea-AI Filing Summary

Valley National Bancorp executive Gino A. Martocci, SEVP and President of Commercial Banking, reported an automatic share withholding related to equity compensation. On February 2, 2026, 3,761 shares of common stock at $12.46 per share were withheld to satisfy tax obligations arising from performance stock units, a transaction exempt under Rule 16b-3.

After this withholding, Martocci directly held 52,671 shares of Valley National Bancorp common stock. Additional indirect holdings disclosed include 45,822 shares held by his wife and 1,757 shares held by his daughter.

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^*

Martocci Gino A.

(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)
	SEVP, Pres Commercial Banking

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		3,761(1)	D	$12.46	52,671	D
Common Stock								45,822	I	Wife
Common Stock								1,757	I	Daughter

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/ Sequoia Moore, as Attorney-in-Fact	02/04/2026
	** 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 Gino Martocci report?

Gino A. Martocci reported an automatic tax-related share withholding. On February 2, 2026, 3,761 Valley National Bancorp common shares at $12.46 were withheld to cover taxes on performance stock units, in a transaction exempt under Rule 16b-3.

Did Gino Martocci actively sell Valley National (VLY) shares on the market?

The filing shows shares withheld for taxes, not an open-market sale. 3,761 shares were retained by the issuer to satisfy tax withholding on performance stock units, classified under transaction code “F” and exempt under Rule 16b-3.

How many VLY shares does Gino Martocci own after this Form 4 transaction?

After the tax withholding, Gino A. Martocci directly held 52,671 shares of Valley National Bancorp common stock. The filing also reports 45,822 shares held indirectly through his wife and 1,757 shares held indirectly through his daughter.

What does transaction code "F" mean in the VLY Form 4 for Gino Martocci?

Transaction code “F” indicates shares withheld to pay taxes on equity awards. In this case, 3,761 shares of Valley National Bancorp common stock were withheld to satisfy tax obligations from performance stock units, rather than being sold in the open market.

What roles does Gino Martocci hold at Valley National Bancorp (VLY)?

The Form 4 identifies Gino A. Martocci as an officer of Valley National Bancorp. His title is SEVP, President Commercial Banking, indicating a senior executive leadership position overseeing the company’s commercial banking operations.

Are family-held VLY shares disclosed in Gino Martocci’s Form 4 filing?

Yes. The filing reports indirect ownership of Valley National Bancorp shares through family members, listing 45,822 shares attributed to his wife and 1,757 shares attributed to his daughter, in addition to his directly held shares.