Valley National (VLY) EVP reports tax-related share withholdings

Rhea-AI Filing Summary

Valley National Bancorp executive Mark Saeger, EVP and Chief Credit Officer, reported automatic share withholdings tied to equity compensation. On February 2, 2026, three Form 4 transactions (code F) showed a total of several thousand common shares withheld at $12.46 per share.

The filing explains these shares were withheld to satisfy tax obligations arising from the payout of performance stock units in a transaction exempt under Rule 16b-3. Saeger continues to hold more than 200,000 shares of Valley National Bancorp common stock directly.

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)
02/02/2026

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		2,013(1)	D	$12.46	211,061	D
Common Stock	02/02/2026		F		5,570(1)	D	$12.46	205,491	D
Common Stock	02/02/2026		F		4,396(1)	D	$12.46	201,095	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/ MARK SAEGER	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 Mark Saeger report for VLY?

Mark Saeger reported automatic withholdings of common stock to cover tax obligations from performance stock unit payouts. On February 2, 2026, three code F transactions removed several thousand shares at $12.46 per share, while he remained a significant direct shareholder.

Who is the insider involved in this Valley National Bancorp (VLY) Form 4?

The Form 4 involves Mark Saeger, Executive Vice President and Chief Credit Officer of Valley National Bancorp. He reported share withholdings related to equity compensation, rather than discretionary open‑market buying or selling, and continues to directly own more than 200,000 common shares.

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

In this filing, code F reflects shares withheld to satisfy tax withholding obligations. The footnote states the common stock was withheld when performance stock units paid out in a transaction exempt under Rule 16b‑3, rather than being sold in open‑market transactions.

How many Valley National Bancorp shares were impacted in Mark Saeger’s Form 4?

The Form 4 lists three non‑derivative transactions affecting 2,013, 5,570, and 4,396 common shares, all at $12.46 per share. These shares were withheld to cover taxes on performance stock unit payouts, according to the filing’s explanatory footnote.

Are Mark Saeger’s VLY transactions open‑market sales or tax withholdings?

They are tax withholdings, not open‑market sales. The filing explains the common shares were withheld to satisfy tax obligations arising from the payout of performance stock units in a Rule 16b‑3 exempt transaction, a common administrative treatment for equity awards.

How many Valley National Bancorp shares does Mark Saeger hold after these transactions?

After the reported February 2, 2026 transactions, the Form 4 shows Mark Saeger directly owning more than 200,000 shares of Valley National Bancorp common stock. Each transaction line reports a post‑event balance, with the latest line indicating 201,095 directly owned shares.