Valley National (NYSE: VLY) CFO reports stock grants and tax withholding

Rhea-AI Filing Summary

Valley National Bancorp reported equity awards for SEVP and CFO Travis Lan. He acquired 23,953 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 received 2,772 common shares from the payout of earlier performance stock units, while 1,284 shares were withheld to cover related tax obligations. Following these award and tax-withholding transactions, his directly held common stock position totaled 86,145 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

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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^*

LAN TRAVIS

(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 Financial 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		23,953(1)	A	$0	84,657	D
Common Stock	02/23/2026		A		2,772(2)	A	$13.36	87,429	D
Common Stock	02/23/2026		F		1,284(3)	D	$13.36	86,145	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/ TRAVIS LAN	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 Valley National Bancorp (VLY) report for CFO Travis Lan?

Valley National Bancorp reported that CFO Travis Lan received 23,953 restricted stock units and 2,772 common shares from performance stock unit payouts, with 1,284 shares withheld to cover taxes. These were equity compensation and tax-withholding transactions, not open-market purchases or sales.

How many Valley National Bancorp (VLY) shares does CFO Travis Lan hold after these transactions?

After the reported equity award and tax-withholding transactions, CFO Travis Lan directly holds 86,145 shares of Valley National Bancorp common stock. This total reflects the new restricted stock units, performance stock unit payout shares, and the shares withheld for satisfying tax obligations.

What are the terms of the restricted stock units granted to Valley National Bancorp (VLY) CFO Travis Lan?

The 23,953 restricted stock units granted to CFO Travis Lan are time-based awards under the 2023 Long Term Incentive Stock Plan. They vest in three equal installments, with vesting scheduled on each February 1 over the next three years, subject to the plan’s conditions.

Were the Valley National Bancorp (VLY) insider transactions by CFO Travis Lan open-market buys or sells?

The transactions were not open-market buys or sells. They consisted of equity compensation awards, including restricted stock units and performance stock unit payouts, plus shares withheld to satisfy tax obligations related to those awards, all reported as grant/acquisition and tax-withholding disposition events.

What does the tax-withholding share disposition mean in the Valley National Bancorp (VLY) filing?

The filing shows 1,284 shares were disposed of to satisfy tax withholding obligations tied to the performance stock unit payout. This disposition, coded as a tax-withholding event, is an administrative step to cover taxes rather than a discretionary sale on the open market.