Valley National Bancorp Enters Material Definitive Agreement

TL;DR

VLY signed a big deal, filing shows. Details to come.

AI Summary

On July 29, 2024, Valley National Bancorp entered into a material definitive agreement. The company, incorporated in New Jersey with its principal executive offices in New York, NY, filed this 8-K report on July 31, 2024, detailing this agreement and related financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or deal for Valley National Bancorp, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Numbers

• 1-11277 — SEC File Number (Identifies the company's filings with the SEC.)
• 22-2477875 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Valley National Bancorp (company) — Registrant
• July 29, 2024 (date) — Date of earliest event reported
• July 31, 2024 (date) — Filing date
• New Jersey (jurisdiction) — State of Incorporation
• New York, New York (location) — Address of Principal Executive Offices
• 001-11277 (identifier) — SEC File Number
• 22-2477875 (identifier) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $25.00 — share, with a liquidation preference of $25.00 per share (the "Series C Preferred Stoc
• $144.7 m — hares, are expected to be approximately $144.7 million, after deducting underwriting dis

Filing Documents

• d823781d8k.htm (8-K) — 30KB
• d823781dex11.htm (EX-1.1) — 249KB
• g823781g0730112741819.jpg (GRAPHIC) — 5KB
• 0001193125-24-190037.txt ( ) — 510KB
• vly-20240729.xsd (EX-101.SCH) — 4KB
• vly-20240729_def.xml (EX-101.DEF) — 13KB
• vly-20240729_lab.xml (EX-101.LAB) — 22KB
• vly-20240729_pre.xml (EX-101.PRE) — 14KB
• d823781d8k_htm.xml (XML) — 7KB

From the Filing

8-K 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): July 29, 2024 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 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. Item1.01 Entry into a Material Definitive Agreement On July 29, 2024, Valley National Bancorp (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters listed on Schedule A thereto (the "Underwriters"), to issue and sell to the Underwriters 6,000,000 shares (or 6,900,000 if the Underwriters exercise their overallotment option in full) of 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25.00 per share (the "Series C Preferred Stock") of the Company in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-278527) and a related prospectus, including the related preliminary and final prospectus supplements, filed with the Securities and Exchange Commission. The shares of Series C Preferred Stock were sold at a price to the public of $25.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to 900,000 additional shares of Series C Preferred Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the offering, assuming no exercise by the Underwriters of their option to purchase additional shares, are expected to be approximately $144.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about August 5, 2024, subject to the satisfaction of customary closing conditions. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. Item9.01 Financial Statements and Exhibits. (d)Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated July 29, 2024, by and among the Company, Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the Underwriters listed on Schedule A thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 193

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