vly-20250124

New Jersey

1-11277

22-2477875

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

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):


☐			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).

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 24, 2025, Avner Mendelson, a non-employee director on the board of directors (the “Board”) of Valley National Bancorp (the “Company”), notified the Company of his intention to resign from the Board effective immediately.

Mr. Mendelson was appointed to the Board as the designee of Bank Leumi Le-Israel B.M. (“Bank Leumi”) pursuant to the terms of the Investor Rights Agreement, dated as of April 1, 2022, by and between the Company and Bank Leumi. Mr. Mendelson’s resignation from the Board is not due to any disagreement between Mr. Mendelson and the Company, Valley National Bank or management.

Bank Leumi has informed the Company that it intends to seek appointment of a new designee to the Board in Mr. Mendelson’s place.

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: January 28, 2025	VALLEY NATIONAL BANCORP
	By:	/s/ Gary G. Michael
		Gary G. Michael
		Executive Vice President, General Counsel
		and Corporate Secretary


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