8-K
VALLEY NATIONAL BANCORP (VLY)
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): September 14, 2022
Valley National Bancorp
(Exact Name of Registrant as Specified in Charter)
| New Jersey | 1-11277 | 22-2477875 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br> <br>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<br>Symbols | Name of exchange<br>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(§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. |
|---|
Valley National Bancorp (the “Company”) is filing this Current Report on Form 8-K to include, as Exhibit 23.1, the consent of KPMG LLP to be incorporated by reference in the Company’s Registration Statement on Form S-3 (File No. 333-254696).
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 23.1 | Consent of KPMG LLP (filed herewith). |
| --- | --- |
| 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: September 14, 2022 | VALLEY NATIONAL BANCORP | |
|---|---|---|
| By: | /s/ Michael D. Hagedorn | |
| Michael D. Hagedorn | ||
| Senior Executive Vice President and | ||
| Chief Financial Officer<br> <br>(Principal Financial Officer) |
EX-23.1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement (No. 333-254696) on Form S-3 of Valley National Bancorp of our report dated March 1, 2022, with respect to the consolidated financial statements of Bank Leumi Le-Israel Corporation and Subsidiaries which report appears in Amendment No. 1 to Form 8-K of Valley National Bancorp dated June 13, 2022 and to the references to our firm under the heading “Experts” in the prospectus supplement contained in such registration statement.
/s/ KPMG LLP
New York, New York
September 14, 2022