Valley National (VLY) COO receives equity awards and tax share withholding

Rhea-AI Filing Summary

Valley National Bancorp executive Russell Barrett, SEVP and Chief Operating Officer, reported a mix of equity awards and related tax withholding in company common stock. He acquired 23,953 shares at no cost through restricted stock units granted under the 2023 Long Term Incentive Stock Plan, which vest in three equal installments each February 1 over three years. He also acquired 6,237 shares at $13.36 per share as a payout of performance stock units granted in early 2023. To cover tax obligations from the performance stock unit payout, 1,956 shares were disposed of at $13.36 per share through share withholding.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BARRETT RUSSELL

Role SEVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,953	$0.00	--
Grant/Award	Common Stock	6,237	$13.36	$83K
Tax Withholding	Common Stock	1,956	$13.36	$26K

Holdings After Transaction: Common Stock — 59,886 shares (Direct)

Footnotes (1)

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. Payout of performance stock units granted in early 2023. Shares withheld to satisfy tax withholding obligations arising upon the payout of performance stock units in a transaction exempt under Rule 16b-3.

Form 4 Insider Transactions: What Each Field Means →

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^*

BARRETT RUSSELL

(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 Operating 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	59,886	D
Common Stock	02/23/2026		A		6,237(2)	A	$13.36	66,123	D
Common Stock	02/23/2026		F		1,956(3)	D	$13.36	64,167	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/ RUSSELL BARRETT	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 Russell Barrett?

VALLEY NATIONAL BANCORP reported that COO Russell Barrett received two equity awards in common stock and had shares withheld to cover related taxes, combining time-based restricted stock units and a payout of earlier performance stock units.

How many VALLEY NATIONAL BANCORP (VLY) shares were granted to Russell Barrett?

Russell Barrett was granted 23,953 restricted stock units at no cost and received 6,237 common shares at $13.36 per share as a payout of performance stock units originally granted in early 2023, increasing his direct share holdings.

Why were some VALLEY NATIONAL BANCORP (VLY) shares disposed of in this Form 4?

The Form 4 shows 1,956 common shares disposed of at $13.36 per share solely to satisfy tax withholding obligations arising from the payout of performance stock units, in a transaction exempt under Rule 16b-3, rather than an open-market sale.

How do Russell Barrett’s restricted stock units at VALLEY NATIONAL BANCORP (VLY) vest?

The restricted stock units granted to Russell Barrett under the 2023 Long Term Incentive Stock Plan are time-based and vest in three equal installments, with vesting occurring on each February 1 over the next three years, subject to continued service conditions.

What plan governs the new equity awards to Russell Barrett at VALLEY NATIONAL BANCORP (VLY)?

The new restricted stock units reported for Russell Barrett were granted under the Valley National Bancorp 2023 Long Term Incentive Stock Plan, which provides time-based vesting RSUs intended to align executive compensation with longer-term company performance and retention.