Valley National Bancorp (VLY) exec withholds stock to cover tax bill

Rhea-AI Filing Summary

Valley National Bancorp executive Yvonne M. Surowiec, SEVP and Chief People Officer, reported routine share withholding transactions related to equity compensation. On February 2, 2026, three Form 4 transactions coded "F" show common shares withheld at $12.46 per share to cover tax obligations from performance stock units.

The transactions involved 1,893, 2,648, and 2,152 common shares, as noted in the footnote explaining they were withheld to satisfy tax withholding obligations upon payout of performance stock units in a transaction exempt under Rule 16b-3. After these entries, Surowiec directly beneficially owns 170,239 common shares of Valley National Bancorp.

Insider Trade Summary

Net Seller: 6,693 shares

Net Sell 3 txns

Insider Surowiec Yvonne M.

Role SEVP, Chief People Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,893	$12.46	$24K
Exercise Price or Tax Liability	Common Stock	2,648	$12.46	$33K
Exercise Price or Tax Liability	Common Stock	2,152	$12.46	$27K

Holdings After Transaction: Common Stock — 170,239 shares (Direct)

Footnotes (1)

1. F1. Shares withheld to satisfy tax withholding obligations arising upon the payout of performance stock units in a transaction exempt under Rule 16b-3.

FAQ

What insider transaction did VLY report for Yvonne M. Surowiec?

Valley National Bancorp reported that Yvonne M. Surowiec had common shares withheld to cover taxes on performance stock units. Three Form 4 transactions coded “F” on February 2, 2026 reflect tax withholding, not open market buying or selling of shares.

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

The filing shows 1,893, 2,648, and 2,152 common shares withheld on February 2, 2026. These shares were retained by the company to satisfy tax withholding obligations arising from the payout of performance stock units under an exempt Rule 16b-3 transaction.

At what price were VLY shares valued for the tax withholding transactions?

Each of the reported tax withholding transactions used a share price of $12.46. This price applied to the withheld common shares associated with the payout of performance stock units, as reflected in the Form 4 line items dated February 2, 2026 for Yvonne M. Surowiec.

How many VLY shares does Yvonne M. Surowiec own after these transactions?

After the reported tax withholding entries, Yvonne M. Surowiec beneficially owns 170,239 Valley National Bancorp common shares directly. The Form 4 table lists this post-transaction holding amount following the final February 2, 2026 withholding transaction coded with transaction code “F.”

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

Transaction code “F” in this Form 4 indicates shares withheld by the issuer to cover tax obligations. In Surowiec’s case, the withheld common shares satisfied tax withholding arising from the payout of performance stock units under a transaction exempt from short-swing rules by Rule 16b-3.

Is the VLY insider transaction a sale of shares on the open market?

The reported activity is not an open market sale. The footnote explains that the common shares were withheld solely to satisfy tax withholding obligations triggered by the payout of performance stock units, under an exempt Rule 16b-3 transaction, rather than discretionary selling into the market.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 05:24 PM Learn about SEC filing dates

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^*

Surowiec Yvonne M.

(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 People 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		1,893(1)	D	$12.46	175,039	D
Common Stock	02/02/2026		F		2,648(1)	D	$12.46	172,391	D
Common Stock	02/02/2026		F		2,152(1)	D	$12.46	170,239	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/ YVONNE M. SUROWIEC	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.