Valley National (VLY) EVP Mark Saeger reports stock awards and tax-share withholding

Rhea-AI Filing Summary

VALLEY NATIONAL BANCORP EVP Mark Saeger reported equity awards and related tax withholding. He acquired 17,777 shares of common stock at $0.00 per share as a grant of restricted stock units under the 2023 Long Term Incentive Stock Plan, which vest in three equal installments each February 1 over three years.

He also acquired 9,876 shares of common stock at $13.36 per share as a payout of performance stock units granted in early 2023, and disposed of 5,462 shares at $13.36 per share that were withheld to cover tax obligations from the performance unit payout. After these transactions, he directly owned 223,286 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider SAEGER MARK

Role EVP, Chief Credit Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,777	$0.00	--
Grant/Award	Common Stock	9,876	$13.36	$132K
Tax Withholding	Common Stock	5,462	$13.36	$73K

Holdings After Transaction: Common Stock — 218,872 shares (Direct)

Footnotes (1)

1. Restricted stock units (RSUs) granted under the Valley National Bancorp 2023 Long Term Incentive Stock Plan. The RSUs are time-based with three-year equal vesting, with vesting on each February 1 for the next three years. Payout of performance stock units granted in early 2023. Shares withheld to satisfy tax withholding obligations arising upon the payout of performance stock units in a transaction exempt under Rule 16b-3.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/23/2026

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	02/23/2026		A		17,777(1)	A	$0	218,872	D
Common Stock	02/23/2026		A		9,876(2)	A	$13.36	228,748	D
Common Stock	02/23/2026		F		5,462(3)	D	$13.36	223,286	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. Restricted stock units (RSUs) granted under the Valley National Bancorp 2023 Long Term Incentive Stock Plan. The RSUs are time-based with three-year equal vesting, with vesting on each February 1 for the next three years.

2. Payout of performance stock units granted in early 2023.

3. 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/ MARK SAEGER	02/25/2026
	** 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.
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

What insider transactions did VLY executive Mark Saeger report on this Form 4?

Mark Saeger reported equity awards and related tax withholding. He received 17,777 restricted stock units and 9,876 shares from performance stock unit payout, and 5,462 shares were withheld to cover tax obligations linked to that payout.

How many Valley National Bancorp (VLY) shares did Mark Saeger acquire through awards?

Mark Saeger acquired 17,777 shares from a restricted stock unit grant and 9,876 shares from a performance stock unit payout. Both awards involved Valley National Bancorp common stock and reflect compensation rather than open-market purchases.

What is the vesting schedule for Mark Saeger’s new VLY restricted stock units?

The restricted stock units vest in three equal annual installments. Vesting occurs on each February 1 for the next three years, aligning the executive’s equity compensation with multi‑year performance and retention objectives at Valley National Bancorp.

Why were 5,462 VLY shares disposed of in Mark Saeger’s Form 4 filing?

The 5,462 shares were withheld to satisfy tax withholding obligations. These arose from the payout of performance stock units granted in early 2023, and the transaction is described as tax-withholding under Rule 16b-3 rather than a discretionary market sale.

What is Mark Saeger’s direct ownership in Valley National Bancorp after these transactions?

After the reported transactions, Mark Saeger directly owned 223,286 shares of Valley National Bancorp common stock. This reflects the net result of his new restricted and performance-based awards and the shares withheld to cover associated tax obligations.

Were Mark Saeger’s VLY transactions open-market buys or compensation-related awards?

The transactions were compensation-related awards and tax withholding. The Form 4 describes grants of restricted stock units, payout of performance stock units, and shares withheld for taxes, rather than open-market purchases or sales of Valley National Bancorp stock.