Valley National Bancorp 8-K/A, filed Feb 25, 2026
Valley National Bancorp (VLY)
8-K/A
2026-02-25
For: 2026-02-24
View Original
Added on
April 06, 2026
About this 8-K/A
Valley National Bancorp filed this 8-K/A on February 25, 2026, reporting on events of February 24, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 24, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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 | ||||||
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. ☐
| Explanatory Note | ||
This Form 8-K/A amends the Form 8-K issued by Valley National Bancorp on February 24, 2026 (the “Prior 8-K”). The purpose of this Form 8-K/A is to correct a clerical error regarding the signature of the Prior 8-K.
| Item 8.01 | Other Events. | ||||
On February 24, 2026 , Valley National Bancorp (“Valley”) issued a press release announcing the approval by Valley’s Board of Directors of a stock repurchase program for up to 25 million shares of Valley common stock (the “2026 Share Repurchase Program”). The 2026 Share Repurchase Program will be effective on April 27, 2026, replacing the current share repurchase program, which is set to expire on April 26, 2026 unless terminated sooner. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the share price, general business and market conditions, and alternative investment opportunities. The 2026 Share Repurchase Program will expire on April 27, 2028 and may be suspended or discontinued at any time at Valley’s discretion.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: | VALLEY NATIONAL BANCORP | ||||||||||
By: | /s/ Travis Lan | ||||||||||
Travis Lan | |||||||||||
Senior Executive Vice President and | |||||||||||
Chief Financial Officer | |||||||||||
Exhibit 99.1
 | News Release | |||||||
| FOR IMMEDIATE RELEASE | Contact: | Travis Lan | |||||||||
| Senior Executive Vice President and | |||||||||||
| Chief Financial Officer | |||||||||||
| 973-686-5007 | |||||||||||
VALLEY NATIONAL BANCORP ANNOUNCES ADOPTION OF
SHARE REPURCHASE PROGRAM
NEW YORK, NY, Wednesday, February 24, 2026 -- (“Valley”), the holding company for Valley National Bank, announced today that its Board of Directors approved a new stock repurchase program in an amount up to 25 million shares of Valley common stock. Valley’s current stock repurchase program, unless terminated sooner, is set to expire on April 26, 2026. The authorization to repurchase under the new repurchase program will be effective on April 27, 2026 and will expire on April 27, 2028. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Under the new repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases and through the use of Rule 10b5-1 trading plans, all in compliance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The program does not obligate Valley to acquire any particular amount of shares, and may be suspended or discontinued at any time at Valley’s discretion.
About Valley
As the principal subsidiary of Valley National Bancorp (NASDAQ: VLY), Valley National Bank is a regional financial institution with approximately $64 billion in assets. Founded in 1927, Valley has more than 200 offices nationwide and serves individuals, families, and businesses across New Jersey, New York, Florida, Alabama, California, and Illinois. Valley delivers a full range of consumer, commercial, and wealth management solutions designed to support everything from homeownership and business growth to long-term financial planning. Big enough to support complex financial needs and small enough to stay deeply connected, Valley is grounded in a relationship-led approach focused on understanding people first. That same relationship-led approach guides Valley’s commitment to community investment and responsible corporate citizenship. To learn more, visit www.valley.com or call the Valley Customer Care Center at 800-522-4100.
Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,”
Valley National Bancorp (NASDAQ: VLY)
February 24, 2026
“outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Valley’s actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to those risk factors disclosed in Valley’s Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
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