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): ~~April~~May 2416, 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 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~April 24~~May 16, 2025, Valley National Bancorp (the “~~Valley~~Company”) ~~issued~~delivered a ~~press~~company ~~release~~order ~~announcing~~(the ~~Valley~~“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 ~~financial~~outstanding ~~results~~5.25% ~~for~~Fixed-to-Floating Rate Subordinated Notes due 2030 originally issued on June 5, 2020 in the ~~first~~aggregate ~~quarter~~principal ~~2025~~amount of $115,000,000 (the “Securities”). Pursuant Ato ~~copy~~the terms of the ~~press~~Securities, ~~release~~on isJune ~~furnished~~15, ~~herewith~~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 ~~Exhibit~~paying 99agent for the Securities, at the address provided in the Redemption Notice.1 Interest on the Securities will cease to accrue on and after the Redemption Date, and no Securities will remain outstanding following the redemption.

~~The~~A ~~information~~copy ~~in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~press ~~Act~~release ofannouncing ~~1934, as amended (~~the ~~“Exchange~~matters ~~Act”),~~described orabove ~~otherwise~~is ~~subject~~attached tohereto ~~the~~as ~~liabilities~~Exhibit of99.1 ~~that~~and ~~section, nor shall it be~~ incorporated byherein ~~reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

Item 7.01 Regulation FD Disclosure.


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).

Valley is furnishing presentation materials attached hereto as Exhibit 99.2 pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update these presentation materials. The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.2).

Item 9.01						Financial Statements and Exhibits.
(d)						Exhibits.
Exhibit No.						Description
99.1						Press Release of Valley National Bancorp, dated April 24, 2025, announcing first quarter 2025 financial results.
99.2						Valley National Bancorp presentation materials used in connection with first quarter 2025 investor conference.
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: April 24, 2025	VALLEY NATIONAL BANCORP
Dated: May 16, 2025	VALLEY NATIONAL BANCORP
	By:	/s/ ~~Travis~~Gary ~~Lan~~G. Michael
		Travis Lan
		Gary G. Michael
		Senior Executive Vice President and
		Executive Vice President, General
		Chief Financial Officer(Principal Financial Officer)
		Counsel & Corporate Secretary

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