Valley National Bancorp (VLY) COO stock withheld to cover taxes

Rhea-AI Filing Summary

Valley National Bancorp’s SEVP and Chief Operating Officer, Russell Barrett, reported routine tax-related share withholdings. On February 2, 2026, three transactions coded “F” withheld 760, 1,815, and 1,809 common shares at $12.46 per share to cover tax obligations from performance stock unit payouts. Following these withholdings, he directly owned 35,933 common shares.

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^*

BARRETT RUSSELL

(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, Chief Operating 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		760(1)	D	$12.46	39,557	D
Common Stock	02/02/2026		F		1,815(1)	D	$12.46	37,742	D
Common Stock	02/02/2026		F		1,809(1)	D	$12.46	35,933	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/ Sequoia Moore, as Attorney-in-Fact	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.
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 transaction did VLY’s COO Russell Barrett report?

Russell Barrett reported tax-related share withholdings, not open-market sales. On February 2, 2026, common shares were withheld to satisfy tax obligations from performance stock unit payouts, as disclosed in a Form 4 filed for Valley National Bancorp.

How many Valley National Bancorp (VLY) shares were withheld for taxes?

Three blocks of common stock were withheld for taxes: 760 shares, 1,815 shares, and 1,809 shares. All withholdings occurred on February 2, 2026, in connection with the payout of performance stock units under Rule 16b-3.

At what price were VLY shares valued in the COO’s tax withholdings?

Each withholding transaction used a share value of $12.46. This price applied to the 760, 1,815, and 1,809 common shares withheld to meet tax obligations arising from performance stock unit payouts for Valley National Bancorp’s COO.

How many Valley National Bancorp shares does the COO own after these transactions?

After the reported tax-related withholdings, Russell Barrett directly owned 35,933 shares of Valley National Bancorp common stock. The Form 4 shows this figure as the amount beneficially owned following the final February 2, 2026 transaction.

What does transaction code “F” mean in the VLY Form 4 filing?

Code “F” indicates shares were withheld to pay taxes rather than sold in the market. In this filing, the shares covered tax withholding obligations triggered by the payout of performance stock units under Rule 16b-3 for Valley National Bancorp’s COO.