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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 16, 2025

Valley National Bancorp

(Exact Name of Registrant as Specified in Charter)

New Jersey

1-11277

22-2477875

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

One Penn Plaza,

New York,

New York

10119

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of exchange on which registered
Common Stock, no par value	VLY	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series A, no par value	VLYPP	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series B, no par value	VLYPO	The Nasdaq Stock Market LLC
Non-Cumulative Perpetual Preferred Stock, Series C, no par value	VLYPN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01			Other Events.

On May 16, 2025, Valley National Bancorp (the “Company”) delivered a company order (the “Company Order”) to The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”), instructing the Trustee to deliver a redemption notice on May 16, 2025 (the “Redemption Notice”) to each holder of the Company’s outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 originally issued on June 5, 2020 in the aggregate principal amount of $115,000,000 (the “Securities”). Pursuant to the terms of the Securities, on June 15, 2025 (the “Redemption Date”), the Company will redeem the Securities in full at a redemption price of 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Payment of the Redemption Price will be made only upon surrender of the Securities to the Trustee, as paying agent for the Securities, at the address provided in the Redemption Notice. Interest on the Securities will cease to accrue on and after the Redemption Date, and no Securities will remain outstanding following the redemption.

A copy of the Company’s press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01						Financial Statements and Exhibits.
(d)						Exhibits.
Exhibit No.						Description
99.1						Press Release of Valley National Bancorp , dated May 16, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 16, 2025	VALLEY NATIONAL BANCORP
	By:	/s/ Gary G. Michael
		Gary G. Michael
		Executive Vice President, General
		Counsel & Corporate Secretary

EX-99.1 2 exhibit991051625form8k.htm EX-99.1 Document

EXHIBIT 99.1


FOR IMMEDIATE RELEASE	Contact:	Travis Lan
		Senior Executive Vice President and
		Chief Financial Officer
		973-686-5007

VALLEY NATIONAL BANCORP ANNOUNCES REDEMPTION OF $115,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2030

NEW YORK, NY – Friday, May 16, 2025 – Valley National Bancorp (NASDAQ: VLY), the holding company for Valley National Bank, today announced the redemption, in full, of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) in an aggregate principal amount of $115,000,000. The redemption date for the Notes is June 15, 2025 (the “Redemption Date”). The Notes will be redeemed at a redemption price of 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date.

In accordance with the terms of the Notes, the holders of the Notes will receive notice of the redemption and further instructions and details related to the process of such redemption. Interest on the Notes will cease to accrue on and after the Redemption Date, and no Notes will remain outstanding following the redemption.

Ira Robbins, Chief Executive Officer, commented, “Over the last few years we have strengthened our balance sheet which has positioned us to redeem the Notes. We are pleased to have the financial flexibility to further optimize the efficiency of our capital base while maintaining the ability to support our strategic initiatives.”

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $62 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations and commercial banking offices across New Jersey, New York, Florida, Alabama, California, and Illinois, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to prosper is the heart of Valley’s corporate citizenship philosophy.

To learn more about Valley, go to www.valley.com or call our Customer Care Center at 800-522-4100.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s expectations with respect to the redemption. Such forward-looking statements involve certain risks and uncertainties. Actual outcomes may differ materially from such forward-looking statements. Factors that may cause actual outcomes to differ materially from those contemplated by such forward-looking statements are included in Valley’s filings with the Securities and Exchange Commission, including Part I, Item 1A “Risk Factors” of Valley’s Annual Report on Form 10-K for the year ended December 31, 2024. Valley undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations, except as required by law. Although Valley believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance and achievements cannot be guaranteed.