Valley National (NYSE: VLY) CEO withholds shares to cover RSU tax obligations

Rhea-AI Filing Summary

Valley National Bancorp Chief Executive Officer Ira Robbins reported routine share movements related to equity compensation. On February 2, 2026, three transactions coded “F” withheld 10,266, 15,091, and 13,260 shares of common stock at $12.46 per share to cover tax obligations from vesting restricted stock units under Rule 16b-3.

After these withholdings, Robbins directly beneficially owned 647,971 common shares and indirectly held 426 shares as trustee for minors. The filing also notes adjustments for a prior exempt share transfer and that the indirect total includes shares accumulated through Valley’s dividend reinvestment program.

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

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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^*

Robbins Ira

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		10,266(1)	D	$12.46	676,322(2)	D
Common Stock	02/02/2026		F		15,091(1)	D	$12.46	661,231	D
Common Stock	02/02/2026		F		13,260(1)	D	$12.46	647,971	D
Common Stock								426(3)	I	Trustee FBO Minors

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 vesting of restricted stock units in a transaction exempt under Rule 16b-3.

2. Total adjusted to reflect the transfer of shares by the Reporting Person made pursuant to a transaction which was not reportable by virtue of the exemption in Rule 16a-12.

3. Includes shares acquired through Valley's Dividend Reinvestment Program since the Reporting Person's last Form 4 filing.

Remarks:

	/s/ IRA D. ROBBINS	02/04/2026
	** 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).
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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 activity did Valley National Bancorp (VLY) report for CEO Ira Robbins?

Valley National Bancorp CEO Ira Robbins reported tax-withholding share transactions tied to vested restricted stock units. The Form 4 shows three code “F” entries where shares were withheld at $12.46 per share, rather than sold on the open market, to satisfy associated tax obligations.

How many Valley National Bancorp shares were withheld for Ira Robbins’ taxes?

A total of three batches of Valley National Bancorp common shares were withheld for Ira Robbins’ taxes. The Form 4 lists 10,266 shares, 15,091 shares, and 13,260 shares, each at $12.46 per share, to cover tax obligations from restricted stock unit vesting.

How many Valley National Bancorp (VLY) shares does Ira Robbins own after these transactions?

After these transactions, Ira Robbins directly owns 647,971 Valley National Bancorp common shares. He also indirectly holds 426 additional shares as trustee for minors, which the filing notes include shares accumulated through Valley’s Dividend Reinvestment Program since his last Form 4 filing.

Were Ira Robbins’ reported VLY transactions open-market sales or tax withholdings?

The reported Valley National Bancorp transactions are tax withholdings, not open-market sales. Footnotes explain the shares were withheld to satisfy tax obligations from the vesting of restricted stock units in a transaction exempt under Rule 16b-3, a common administrative equity-compensation mechanism.

What does the Form 4 say about Ira Robbins’ prior share transfers at Valley National Bancorp?

The Form 4 notes that Robbins’ total shares were adjusted for a prior exempt transfer. A footnote explains the adjustment reflects shares transferred by the reporting person in a transaction that was not reportable because it qualified for the exemption provided under SEC Rule 16a-12.

How are Valley National Bancorp dividend reinvestment shares reflected for Ira Robbins?

Dividend reinvestment shares are included in Ira Robbins’ indirect holdings. The filing states that the 426 indirectly held shares include amounts acquired through Valley National Bancorp’s Dividend Reinvestment Program since his last Form 4, reflecting automatic reinvestment of dividends into additional common shares.