vly-20260224
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) February 24, 2026
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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 February 24, 2026, Valley National Bancorp (“Valley”) issued a press release announcing the approval by Valley’s Board of Directors of a stock repurchase program for up to 25 million shares of Valley common stock (the “2026 Share Repurchase Program”). The 2026 Share Repurchase Program will be effective on April 27, 2026, replacing the current share repurchase program, which is set to expire on April 26, 2026 unless terminated sooner. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the share price, general business and market conditions, and alternative investment opportunities. The 2026 Share Repurchase Program will expire on April 27, 2028 and may be suspended or discontinued at any time at Valley’s discretion.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: February 24, 2026 | VALLEY NATIONAL BANCORP | ||||||||||
By: | /s/ Michael D. Hagedorn | ||||||||||
Michael D. Hagedorn | |||||||||||
Senior Executive Vice President and | |||||||||||
Chief Financial Officer | |||||||||||