4,907 Valley National (VLY) shares withheld for taxes on RSU vesting

Rhea-AI Filing Summary

Valley National Bancorp Senior Executive Vice President and Chief Risk Officer John P. Regan reported a routine tax-related share disposition. On the vesting of restricted stock units, 4,907 shares of common stock were withheld to cover tax obligations, at a value of $14.65 per share. Following this non-market transaction, he directly holds 64,668 shares of Valley National common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider REGAN JOHN P

Role SEVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,907	$14.65	$72K

Holdings After Transaction: Common Stock — 64,668 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 4,907 shares Implied value per share: $14.65 per share Shares held after transaction: 64,668 shares

3 metrics

Shares withheld for taxes 4,907 shares Withheld on RSU vesting to satisfy tax obligations

Implied value per share $14.65 per share Value used for the 4,907-share tax-withholding disposition

Shares held after transaction 64,668 shares Direct common stock ownership following the tax withholding

Key Terms

restricted stock units, tax withholding obligations, Rule 16b-3, tax-withholding disposition

4 terms

restricted stock units financial

"arising upon the vesting of restricted stock units in a transaction"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Shares withheld to satisfy tax withholding obligations arising upon"

Rule 16b-3 regulatory

"in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 02:57 PM Accepted by SEC EDGAR 07/02/2026 - 02:57 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^*

REGAN JOHN P

(Last) (First) (Middle)

C/O VALLEY NATIONAL BANCORP

ONE PENN PLAZA

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

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 Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		F		4,907(1)	D	$14.65	64,668	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 vesting of restricted stock units in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ JOHN P REGAN	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Valley National Bancorp (VLY) report for John P. Regan?

Valley National Bancorp reported that SEVP and Chief Risk Officer John P. Regan had 4,907 common shares withheld to cover taxes upon restricted stock unit vesting. This was a non-market, tax-withholding disposition rather than an open-market purchase or sale.

How many Valley National Bancorp (VLY) shares were involved in John P. Regan’s tax withholding?

The transaction involved 4,907 shares of Valley National Bancorp common stock withheld for tax obligations. These shares were valued at $14.65 each in connection with the vesting of restricted stock units exempt under Rule 16b-3, according to the disclosure.

Does John P. Regan still hold Valley National Bancorp (VLY) shares after this Form 4 transaction?

Yes. After the tax-withholding disposition of 4,907 shares, John P. Regan directly holds 64,668 shares of Valley National Bancorp common stock. The filing shows this remaining direct ownership position following the restricted stock unit vesting event.

Was the Valley National Bancorp (VLY) insider transaction an open-market sale or a tax event?

The transaction was a tax event, not an open-market sale. Shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units, described as a transaction exempt under Rule 16b-3 rather than a discretionary market trade.

What does Rule 16b-3 exemption mean in John P. Regan’s Valley National (VLY) filing?

The filing notes the share withholding was exempt under Rule 16b-3, which covers certain insider transactions tied to compensation plans. This indicates the disposition occurred as part of equity compensation mechanics, specifically tax withholding on restricted stock unit vesting.