Director Steans Jennifer W gifted 868,890 shares and received a gift of 289,630 shares (SEC Form 4)
$VLY
Major Banks
Finance
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/29/2025 | G(1) | 868,890 | D | $0 | 0 | I | Trustee (Steans 1996 Family Trust) | ||
| Common Stock | 10/29/2025 | G(1) | 289,630 | A | $0 | 289,630 | I | Trustee (Jennifer W. Steans 1996 Exempt Trust) | ||
| Common Stock | 1,199,173 | D | ||||||||
| Common Stock (Roth IRA) | 105,000 | D | ||||||||
| Common Stock | 517,599 | I | Held by partnership (Trilogy Investment Group, LLC) | |||||||
| Common Stock | 297,450 | I | Held by partnership (PCB, LP) | |||||||
| Common Stock | 211,468 | I | Spouse as Trustee (Jennifer W. Steans 1999 Descendants Trust) | |||||||
| Common Stock | 729,700 | I | Spouse | |||||||
| Common Stock | 461,325 | I | By LLC | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. The 868,890 shares held by the Steans 1996 Family Trust (the "Family Trust") were divided, in accordance with the terms of the Family Trust, in equal parts and for no consideration into three sub-trusts of the Family Trust, including the Jennifer W. Steans 1996 Exempt Trust, for which the reporting person serves as trustee (the "1996 Exempt Trust"). As a result, one-third of the shares (289,630 shares) previously held in the Family Trust are now held in the 1996 Exempt Trust. The reporting person does not serve as a trustee or otherwise possess investment control over the two other sub-trusts, and as a result, she no longer possesses beneficial ownership of the registrant's shares held by those sub-trusts. |
| Remarks: |
| /s/ Mitchell L. Crandell, As Attorney-in-Fact | 10/31/2025 | |
| ** 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. | ||