[Form 4] VALLEY NATIONAL BANCORP Insider Trading Activity

Rhea-AI Filing Summary

Valley National Bancorp insider grant: Patrick D. Smith, Senior Executive Vice President and President of Consumer Banking, was granted 103,774 restricted stock units (RSUs) under the company's 2023 Long Term Incentive Stock Plan. The award is time-based and vests in three equal annual installments, with vesting dates on each October 1 over the next three years. The Form 4 reports the acquisition as of 10/01/2025 and shows 103,774 shares beneficially owned following the transaction.

Positive

• 103,774 RSUs granted to the SEVP and President of Consumer Banking as disclosed on the Form 4
• Time-based vesting over three years with equal annual vesting on each October 1, providing clear vesting schedule
• Grant issued under the 2023 Long Term Incentive Stock Plan, indicating use of the company’s established equity plan

Negative

• Potential future dilution when the 103,774 RSUs vest and convert to shares
• Material size of award not contextualized in the filing (no percentage of outstanding shares or grant-value disclosed)

Insights

Compensation Analyst

TL;DR: A time‑based RSU grant to a senior consumer-banking executive; standard retention-focused equity compensation.

The reported grant of 103,774 RSUs to the SEVP and President of Consumer Banking is structured as three-year equal time-based vesting, which is a common design to retain senior management and tie compensation to continued service. The form shows the entire award as acquired on 10/01/2025 with beneficial ownership of 103,774 shares post-grant. This is an internal compensation action rather than a cash transaction or asset sale; its primary financial effect will be recognized over the vesting period through equity expense and potential share issuance upon vesting.

Corporate Governance Expert

TL;DR: The disclosure is routine and compliant; it documents an officer grant under the 2023 LTIP with standard reporting.

The Form 4 filing documents a director/officer relationship and reports the grant under the Valley National Bancorp 2023 Long Term Incentive Stock Plan. The filing is signed by an attorney-in-fact and includes the required details: grant date, instrument type (RSUs), and vesting schedule (three equal annual vesting dates on October 1). From a governance and disclosure perspective, the filing satisfies Section 16 reporting obligations by providing timely notice of the officer’s equity award.

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).

1. Name and Address of Reporting Person^*

SMITH PATRICK D

(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 Consumer Banking

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		103,774(1)	A	$0	103,774	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 October 1 for the next three years.

Remarks:

	/s/ Sequoia Moore, as Attorney-in-Fact	10/02/2025
	** 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 VLY report in this Form 4 filing?

The Form 4 reports that Patrick D. Smith was granted 103,774 restricted stock units (RSUs) on 10/01/2025 under the Valley National Bancorp 2023 Long Term Incentive Stock Plan.

What is the vesting schedule for the RSUs reported for VLY insider Patrick D. Smith?

The RSUs are time-based and vest in three equal annual installments, with vesting occurring on each October 1 for the next three years.

How many shares does Patrick D. Smith beneficially own after the transaction?

The Form 4 lists 103,774 shares as beneficially owned following the reported transaction.

Under which plan were the RSUs granted?

The awards were granted under the Valley National Bancorp 2023 Long Term Incentive Stock Plan.

Who signed the Form 4 filing for VLY?

The Form 4 was signed by /s/ Sequoia Moore, as Attorney-in-Fact on 10/02/2025.