Valley National (VLY) SEVP granted 32,935 restricted stock units in equity award

Rhea-AI Filing Summary

Martocci Gino A. reported acquisition or exercise transactions in this Form 4 filing.

Valley National Bancorp senior executive Gino A. Martocci reported an award of 32,935 shares of common stock in the form of restricted stock units granted under the company’s 2023 Long Term Incentive Stock Plan. These RSUs are time-based and vest in three equal installments on each February 1 over the next three years.

After this grant, Martocci directly holds 85,606 common shares. The filing also reports additional indirect holdings of 45,822 shares through his wife and 1,835 shares attributed to his daughter, reflecting family-related ownership positions rather than new market purchases or sales.

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
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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)
02/23/2026

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		32,935(1)	A	$0	85,606	D
Common Stock								45,822	I	Wife
Common Stock								1,835(2)	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. 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. Adjusted for additional shares acquired through Valley National Bancorp's Dividend Reinvestment Plan.

Remarks:

	/s/ Gino A. Martocci	02/24/2026
	** 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 did Valley National Bancorp (VLY) executive Gino Martocci report on this Form 4?

He reported an award of 32,935 restricted stock units of Valley National Bancorp common stock. The grant was made under the 2023 Long Term Incentive Stock Plan and represents a non-cash equity award, not an open-market stock purchase or sale.

How do the new RSUs for Gino Martocci at Valley National Bancorp (VLY) vest?

The 32,935 RSUs are time-based and vest in three equal installments. Vesting occurs on February 1 in each of the next three years, aligning the executive’s equity compensation with longer-term service and retention at Valley National Bancorp.

How many Valley National Bancorp (VLY) shares does Gino Martocci hold after this transaction?

Following the RSU grant, Martocci directly holds 85,606 Valley National Bancorp common shares. The filing also reports indirect beneficial ownership of 45,822 shares through his wife and 1,835 shares attributed to his daughter, reflecting family-related holdings.

Was the Valley National Bancorp (VLY) Form 4 for Gino Martocci a stock purchase or sale?

No, the Form 4 reports a grant or award acquisition, not a market trade. The 32,935 shares were received as restricted stock units under the 2023 Long Term Incentive Stock Plan with no purchase price per share listed.

What plan governs the RSU grant to Gino Martocci at Valley National Bancorp (VLY)?

The award was granted under the Valley National Bancorp 2023 Long Term Incentive Stock Plan. This plan provides equity-based compensation, including restricted stock units, to align key executives’ interests with the company’s long-term performance.