Valley National Bancorp S-4/A, filed Oct 30, 2026

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Valley National Bancorp (VLY)

Valley National Bancorp and Providence Financial Corporation entered an Agreement and Plan of Merger dated August 24, 2026; each Providence share converts into $21.47 cash and 4.3854 Valley shares. Providence shareholders vote December 14, 2026. AI summary

S-4/A 2026-10-30

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Added on October 30, 2026

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Lyndsey Sloan Senior Executive Vice President and General Counsel Valley National Bancorp One Penn Plaza New York, New York 10119 (973) 305-8800		Matthew M. Guest, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000

Steven G. Van Drunen President and Chief Executive Officer Providence Financial Corporation 630 East 162nd Street South Holland, Illinois 60473 (888) 923-5664		Mark Ryerson, Esq. Dickinson Wright PLLC 71 S. Wacker Drive, Suite 2700 Chicago, Illinois 60606 (312) 377-7863


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐


QUESTIONS AND ANSWERS			1
SUMMARY			10
The Parties to the Merger			10
The Merger and the Merger Agreement			11
Merger Consideration			11
Treatment of Providence Stock Options			12
Providence Preferred Stock			12
Material U.S. Federal Income Tax Consequences of the Merger			12
Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors			13
Opinion of Providence’s Financial Advisor			13
Appraisal or Dissenters’ Rights in the Merger			13
Interests of Providence’s Directors and Executive Officers in the Merger			14
Regulatory Approvals			14
Expected Timing of the Merger			14
Conditions to Completion of the Merger			14
Termination of the Merger Agreement			15
Termination Fee			16
Accounting Treatment			16
The Rights of Holders of Providence Common Stock Will Change as a Result of the Merger			17
Listing of Valley Common Stock			17
The Providence Special Meeting			17
Risk Factors			18
RISK FACTORS			19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			25
COMPARATIVE STOCK PRICES AND DIVIDENDS			29
Valley			29
Providence			29
THE PROVIDENCE SPECIAL MEETING			31
PROVIDENCE PROPOSALS			36
INFORMATION ABOUT VALLEY			38
INFORMATION ABOUT PROVIDENCE			39
THE MERGER			40
Terms of the Merger			40
Background of the Merger			40
Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors			41
Opinion of Providence’s Financial Advisor			44
Certain Unaudited Prospective Financial Information			61
Interests of Providence’s Directors and Executive Officers in the Merger			63
Governance of Valley After the Merger			68
Accounting Treatment			68
Regulatory Approvals			68
Stock Exchange Listings			71
Appraisal or Dissenters’ Rights in the Merger			71
THE MERGER AGREEMENT			74
Explanatory Note Regarding the Merger Agreement			74
Structure of the Merger			74
Merger Consideration			75
Providence Preferred Stock			76
Fractional Shares			76
Governing Documents			76


Treatment of Providence Stock Options			76
Closing and Effective Time of the Merger			77
Conversion of Shares; Exchange of Providence Stock Certificates			77
Covenants and Agreements			80
Shareholder Meeting and Recommendation of the Providence Board of Directors			86
Agreement Not to Solicit Other Offers			87
Conditions to Completion of the Merger			88
Termination of the Merger Agreement			89
Effect of Termination			90
Termination Fee			90
Fees and Expenses			91
Amendment, Waiver and Extension of the Merger Agreement			91
Voting Agreements			91
Governing Law			92
Specific Performance			92
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			93
Tax Consequences of the Merger Generally			94
Information Reporting and Backup Withholding			96
SECURITY OWNERSHIP OF PROVIDENCE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS OF PROVIDENCE			97
DESCRIPTION OF VALLEY CAPITAL STOCK			99
COMPARISON OF SHAREHOLDERS’ RIGHTS			103
PROVIDENCE SHAREHOLDER’S RIGHT TO DISSENT			115
LEGAL MATTERS			116
EXPERTS			117
WHERE YOU CAN FIND MORE INFORMATION			118


	Valley Common Stock		Implied Value of One Share of Providence Common Stock
August 24, 2026	$	14.10	$	83.30
October 26, 2026	$	14.05	$	83.08


	Valley Common Stock⁽¹⁾		Implied Value of One Share of Providence Common Stock⁽²⁾
August 24, 2026	$	14.10	$	83.30
October 26, 2026	$	14.05	$	83.08


	Low		High		Dividend
2024
First Quarter	$	50.00	$	55.00	$	0.32
Second Quarter	$	50.00	$	55.00	$	0.00
Third Quarter	$	50.00	$	55.00	$	0.00
Fourth Quarter	$	50.00	$	55.00	$	0.00
2025
First Quarter	$	50.00	$	55.00	$	0.32
Second Quarter	$	50.00	$	58.00	$	0.00
Third Quarter	$	50.00	$	55.00	$	0.00
Fourth Quarter	$	50.00	$	50.00	$	0.00
2026
First Quarter	$	50.00	$	60.00	$	0.32
Second Quarter	$	55.00	$	60.00	$	0.00
Third Quarter		—		—		—
Fourth Quarter (through October 30, 2026)		—		—		—


				Selected Companies
	Providence Financial Corporation			Average			Median			25th Percentile			75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.86	%		1.09	%		1.09	%		0.92	%		1.26	%
LTM Core Return on Average Tangible Common Equity⁽¹⁾		16.3	%		12.0	%		11.2	%		10.3	%		14.5	%
LTM Net Interest Margin		4.15	%		3.48	%		3.46	%		3.16	%		3.81	%
LTM Fee Income / Revenue Ratio⁽²⁾		10.5	%		19.9	%		17.3	%		15.2	%		20.9	%
LTM Efficiency Ratio		47.6	%		64.0	%		62.4	%		67.4	%		60.2	%


				Selected Companies
	Valley National Bancorp			Average			Median			25th Percentile			75th Percentile
LTM Core Return on Average Assets⁽¹⁾		1.09	%		1.28	%		1.31	%		1.15	%		1.53	%
LTM Core Return on Average Tangible Common Equity⁽¹⁾		12.2	%		14.4	%		14.9	%		13.0	%		15.8	%
LTM Net Interest Margin		3.15	%		3.46	%		3.52	%		3.26	%		3.67	%
LTM Fee Income / Revenue Ratio⁽²⁾		13.2	%		18.7	%		18.4	%		13.1	%		21.4	%
LTM Efficiency Ratio		55.4	%		54.7	%		55.0	%		59.5	%		48.6	%


	Valley National Bancorp / Providence Financial Corporation			Selected Transactions
	Valley National Bancorp / Providence Financial Corporation			75th Percentile			Average			Median			25th Percentile
Price / Tangible Book Value Per Share		1.45	x		1.52	x		1.37	x		1.35	x		1.21	x
Pay to Trade		1.04	x		0.88	x		0.77	x		0.81	x		0.65	x
Core Deposit Premium		7.7	%		7.7	%		5.1	%		4.7	%		2.6	%
Price / LTM Core EPS		8.6	x		17.2	x		15.6	x		14.2	x		12.6	x
Price / FWD EPS		9.4	x		14.9	x		12.6	x		14.5	x		9.5	x


Pro Forma Ownership	Valley National Bancorp as a % of Total			Providence Financial Corporation as a % of Total
Ownership at 4.3854x Exchange Ratio of Stock Consideration		97.7	%		2.3	%
Illustrative Ownership at Hypothetical 100% Stock		97.0	%		3.0	%
Balance Sheet
Assets		97.7	%		2.3	%
Gross Loans Held for Investment		98.0	%		2.0	%
Deposits		97.6	%		2.4	%
Tangible Common Equity		97.2	%		2.8	%
Income Statement
LTM Core Earnings⁽¹⁾		96.2	%		3.8	%
2026 Estimated Earnings		96.7	%		3.3	%
2027 Estimated Earnings		97.1	%		2.9	%


	As of and for the years ended December 31,
Metric	2026		2027
Net Income ($ millions)	$	23.8	$	25.0
Total Assets ($ billions)	$	1.6	$	—


Name	Cash ($)			Equity ($)			Pension and Nonqualified Deferred Compensation ($)		Perquisites/ Benefits ($)			Total ($)
Steven G. Van Drunen		2,951,945	⁽¹⁾⁽²⁾		404,087	⁽³⁾		—		32,967	⁽⁴⁾	$	3,338,999
David A. DeGroot		612,560	⁽¹⁾		269,421	⁽³⁾		—		30,794	⁽⁴⁾	$	912,775
Wayne Postma		601,536	⁽¹⁾		269,421	⁽³⁾		—		30,794	⁽⁴⁾	$	901,751


Name of Beneficial Owner	Shares of Providence Common Stock Beneficially Owned⁽¹⁾		Percentage Beneficially Owned ⁽²⁾
Named Executive Officers and Directors
Steven G. Van Drunen (Director, President/CEO)		160,975		5.7	%
Kevin L. Botma (Director, Secretary)		44,917		1.6	%
David A. DeGroot (Director, Treasurer)		108,174		3.8	%
Douglas A. DeGroot (Director)		55,722		2.0	%
Louis Dodd (Director)		7,000		*
Henry Doorn Jr. (Director)		21,000		*
Peter H. Huizenga, Jr (Director)		167,330		5.9	%
James Lanting (Director)		80,110		2.8	%
Tenay Mazumdar (Director)		14,568		*
William Gleason		3,000		*
Eugene C. Varnado (VP/Secretary)		49,644		1.8	%
All executive officers and directors as a group (consisting of 11 persons)		712,440		25.3	%


	Valley	Providence
Authorized and Outstanding Capital Stock:	The Valley articles authorize it to issue 650,000,000 shares of common stock, no par value per share, and 50,000,000 shares of preferred stock, no par value per share. As of October 26, 2026, there were 549,746,867 shares of common stock outstanding, 4,600,000 shares of Valley series A preferred stock outstanding, 4,000,000 shares of Valley series B preferred stock outstanding and 6,000,000 shares of Valley series C preferred stock outstanding.	The Providence articles authorize Providence to issue up to 5,000,000 shares of common stock, par value $1.00 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share, including (i) 15,000 shares of 5.00% perpetual series B preferred stock, par value $1.00 per share (“Providence series B preferred stock”) and 24,000 shares of 5.00% perpetual series C preferred stock, par value $1.00 per share (“Providence series C preferred stock”). As of October 26, 2026, there were 2,820,825 shares of common stock outstanding, 12,000 shares of Providence series B preferred stock outstanding, and 14,785 shares of Providence series C preferred stock outstanding.

Preferred Stock:	The Valley articles provide that the Valley board of directors may provide for the issuance of shares of preferred stock, in one or more classes or series, and to fix the relative rights and preferences of the shares of a series of preferred stock, including voting rights, dividend rights, redemption rights and conversion privileges.	The Providence articles provide that the Providence board of directors may provide for the issuance of shares of preferred stock, in one or more series, and to fix the relative rights and preferences of the shares of a series of preferred stock, including voting rights, dividend rights, redemption rights and conversion privileges.


	Valley	Providence
Voting Rights:	Each share of Valley common stock carries one vote and has unrestricted voting rights.	Each share of Providence common stock carries one vote and has unrestricted voting rights.

Size of Board of Directors:	The Valley bylaws provide that the Valley board of directors will consist of not less than five (5) nor more than twenty-five (25) directors, the exact number to be determined by the vote of the majority of directors. The Valley board of directors has the power to increase the number of directors between annual meetings and to fill vacancies so created and other vacancies occurring for any reason. Currently, the Valley board of directors consists of eleven (11) members.	The Providence articles and bylaws provide that the Providence board of directors will consist of not less than eight (8) nor more than thirteen (13) directors, the exact number to be determined from time to time by resolution of not less than two-thirds of the directors. A decrease in the number of directors does not shorten the time of any incumbent directors. The current size of the Providence board of directors is eleven (11) directors.

Classes of Directors:	The Valley articles do not separate the directors into classes with staggered, multi-year terms of office. Directors hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified or, if earlier, until the director’s death, resignation, or removal from office.	The Providence articles and bylaws separate the directors into three (3) classes, as nearly equal in number as possible, with staggered, multi-year terms of office. Each director serves for a term ending on the date of the third (3rd) annual meeting of shareholders following the annual meeting at which such director was elected. This means that only one-third (1/3) of the board is elected at each annual meeting of shareholders and until the director’s successor is elected and qualified or, if earlier, until the director’s death, resignation or removal from office.

Election of Directors:	Directors are elected by the shareholders at each annual meeting and hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. Directors are elected by a majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote thereon in an uncontested election. If an election is contested, directors are elected by a plurality of the votes cast by the shareholders present in person or represented by proxy and entitled to vote thereon. The Valley articles, Valley bylaws and NJBCA do not provide for cumulative	Directors are elected by the shareholders at each annual meeting and serve a three-year term, ending at the third annual meeting following the meeting at which they were elected, and continue in office until their successors are elected and qualified. Directors are elected by a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote. Providence shareholders may not cumulate their votes in the election of directors. Each share of Providence common stock carries one vote for each director nominee.


	Valley	Providence
	voting in the election of directors by Valley shareholders.
Vacancies on the Board of Directors:	The Valley bylaws provide that any vacancy on the Valley board of directors, including resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. Section 6-5 of the NJBCA provides that any vacancy may be filled by the majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director, and that a director so elected will hold office until the next annual shareholders’ meeting and until his successor is elected and qualified.	The Providence bylaws provide that any vacancy on the Providence board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of not less than two-thirds of the remaining directors, even if the remaining directors constitute less than a quorum. Any director elected to fill a vacancy serves until the next election of the class of directors for which such director was chosen and until his or her successor is elected and qualified.

Removal of Directors:	The Valley articles and Valley bylaws do not address the removal of directors, except that the Valley bylaws state that the executive committee or other committees of the Valley board of directors may not remove directors. Section 6-6 of the NJBCA provides that one or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors, except in the following circumstances: (a) if cumulative voting is authorized, if less than the total number of directors then serving is to be removed by shareholders, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board, or, if there are classes of directors, at an election of the class of directors of which he is a part; (b) a director elected by a class vote may only be removed by a vote of that class; (c) if the certificate of incorporation requires greater than a plurality of the votes cast for the election of directors, no director may be removed except by such greater vote; or	Under Providence’s articles and bylaws, any director or the entire Providence board of directors may be removed at any time, but only for cause, by shareholder action taken at an annual meeting or at a meeting of shareholders called for that purpose. Removal requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote generally in the election of directors.


	Valley	Providence
	(d) directors on a classified board may not be removed without cause.
Votes on Extraordinary Corporate Transactions:	Pursuant to Sections 10-1 through 10-3 of the NJBCA, to approve a merger, consolidation or sale or other disposition of assets other than in the regular course of business, the board of directors of a corporation must first approve a plan of merger or consolidation or any sale or disposition and present it to the shareholders. The board of directors must provide written notice not less than twenty (20) nor more than sixty (60) days prior to the shareholders’ meeting to each shareholder of record, whether or not entitled to vote at such meeting. The affirmative vote of a majority of the votes cast by the holders of shares of a corporation entitled to vote thereon is required to approve a merger or consolidation. The Valley articles contain no provisions specifying the required vote for approving mergers or consolidations. The Valley bylaws require a majority of the votes cast by shareholders entitled to vote to approve any matter submitted to the shareholders, unless otherwise provided by the NJBCA or bylaws. Section 10-3 of the NJBCA further provides that shareholder approval is not required if a merger does not amend the surviving corporation’s certificate of incorporation, each shareholder of the surviving corporation will hold the same number of shares with the same designations and rights after the merger, and the number of voting shares and participating shares outstanding after the merger does not exceed those outstanding immediately prior to the merger by more than 40%. The Valley articles provide that a vote of at least sixty-six and two-thirds percent (66 2/3%) of the shares of either Valley series A preferred stock or Valley series B preferred stock must approve any share exchanges, reclassifications,	Under Providence’s articles, the issuance of additional shares of capital stock, any merger or consolidation involving Providence, any sale, lease, exchange, or other disposition of assets constituting all or substantially all of Providence’s assets, the voluntary dissolution of Providence, and any amendment or repeal of Providence’s articles require the affirmative vote of the holders of at least two-thirds of the voting power of all outstanding shares of Providence capital stock entitled to vote thereon. Notwithstanding the foregoing, no shareholder approval is required for the issuance of additional shares of capital stock if the transaction has been approved prior to its consummation by a resolution adopted by not less than two-thirds of the directors then constituting the entire Providence board of directors. In addition, the shareholder voting requirement for any merger or consolidation, any sale or other disposition of substantially all of Providence’s assets, any voluntary dissolution, and any amendment to Providence’s articles is reduced to the affirmative vote of a majority of the voting power of all outstanding shares entitled to vote thereon if any of the following conditions is satisfied: (a) the transaction has been approved prior to its consummation by a resolution adopted by not less than two-thirds of the directors then constituting the entire Providence board of directors; (b) the transaction is with a corporation of which Providence beneficially owns, directly or indirectly, a majority of the outstanding shares of all classes of stock; or (c) the transaction is a merger that may be effected without shareholder approval under the IBCA.


	Valley	Providence
	mergers and consolidations that would adversely affect such preferred stock.
Amendments to Organizational Documents:	Section 9-1 of the NJBCA provides that a corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. Section 9-2 of the NJBCA provides that a corporation’s certificate of incorporation may be amended or changed by a vote of the board of directors and the affirmative vote of a majority of the votes cast by shares entitled to vote, and in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. The Valley articles provide that the Valley board of directors may amend the Valley articles without the approval of the Valley shareholders to authorize the issuance of one or more classes or series of preferred stock. The Valley articles further provide that a vote of at least sixty-six and two-thirds percent (66 2/3%) of the shares of either Valley series A preferred stock, Valley series B preferred stock or Valley series C preferred stock must approve an amendment to the Valley articles of incorporation to authorize stock senior to such preferred stock or any amendment to the Valley articles that would adversely affect such preferred stock. The Valley bylaws provide that they may be amended, altered, or repealed by the Valley shareholders or by the Valley board of directors, and that any bylaw adopted, amended or repealed by the Valley shareholders may be adopted, amended or repealed by the Valley board of directors, unless the resolution of the shareholders adopting such bylaw	The Providence articles provide that amendments to the Providence articles require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Providence capital stock entitled to vote thereon. In addition, the Providence articles provide that the bylaws may be amended, altered, or repealed only by either: (i) the shareholders, acting by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote generally in the election of directors; or (ii) the board of directors, acting by the affirmative vote of not less than two-thirds of the directors then serving. The Providence articles provide that the Providence board of directors may, without the approval of the Providence shareholders, authorize the issuance of one or more classes or series of preferred stock. The Providence articles further provide that a vote of a majority of the outstanding shares of Providence series B preferred stock and Providence series C preferred stock must approve an amendment to the Providence articles to authorize stock senior to such preferred stock, increase the authorized Providence preferred stock, or any amendment to the Providence articles that would adversely affect such preferred stock. The Providence bylaws provide that they may be altered, amended or repealed, and new bylaws may be adopted, at any meeting of the Providence board of directors by the affirmative vote of not less than two-thirds of the directors then serving, unless specifically reserved to the shareholders by the articles. Section 2.25 of the IBCA provides that either the shareholders or the board of directors may make, alter, amend and


	Valley	Providence
	expressly reserves to the Valley shareholders the right to amend or repeal it. Section 2-9 of the NJBCA provides that a board of directors may make, alter and repeal bylaws unless such power is reserved to the shareholders in the certificate of incorporation, but bylaws made by the board may be altered or repealed, and new bylaws made, by the shareholders and that shareholders may prescribe that any bylaw made by them cannot be altered or repealed by the board of directors.	repeal bylaws, unless such power is reserved to the shareholders in the articles of incorporation, but bylaws made by the shareholders may not be altered, amended or repealed by the board of directors if the bylaws so provide.

Shareholder Action by Written Consent:	The Valley bylaws and articles of incorporation do not address whether shareholders have the ability to act by written consent. Pursuant to Section 5-6 of the NJBCA, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except for approvals of a merger, or, other than the annual election of directors, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting.	The Providence articles do not permit shareholder action to be taken without a meeting, and therefore, no action may be taken by written consent.

Special Meetings of Shareholders:	The Valley bylaws provide that special meetings of shareholders may be called by the chairman of the Valley board of directors, president, chief executive officer or by the majority of the Valley board of directors, and may be called by the secretary upon written request of the holders of not less than twenty-five percent (25%) of the outstanding shares of Valley common stock that have been held for at least one (1) year prior to the date of the request and continue to hold such shares through the applicable record date.	The Providence bylaws provide that special meetings of shareholders may be called by the chairman of the Providence board of directors, the president, a majority of the Providence board of directors, or by the holders of not less than one-fifth of all outstanding shares entitled to vote on the matter for which the meeting is called, upon notice to the secretary. Section 7.05 of the IBCA similarly provides that the holders of at least one-fifth of all outstanding shares entitled to vote on the matter for which


	Valley	Providence
	Section 5-3 of the NJBCA, provides that, upon the application of the holders of not less than ten percent (10%) of all the shares entitled to vote at a meeting, the Superior Court of New Jersey may, in an action in which the court may proceed in a summary manner, for good cause shown, for good cause shown, order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order.	the meeting is called may call a special meeting of shareholders.

Record Date:	Pursuant to the Valley bylaws, the Valley board of directors shall fix a record date for each meeting of Valley shareholders and for other corporate action for purposes of determining the Valley shareholders who are entitled to: (a) notice of or to vote at any meeting of shareholders; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend, distribution, or allotment of any right. The record date may not be more than sixty (60) days nor less than ten (10) days prior to the shareholders’ meeting, or other corporate action or event to which it relates.	Pursuant to the Providence bylaws, the Providence board of directors may fix a record date to determine which shareholders are entitled to receive notice of or vote at a shareholders’ meeting, receive a dividend, or be recognized for any other proper corporate purpose. The record date must be no more than 60 days before the relevant action and, for shareholder meetings, at least 10 days before the meeting (or 20 days in the case of a merger, consolidation, share exchange, dissolution, or major asset transaction). If the board does not fix a record date, the record date defaults to the mailing date of the meeting notice or the date the board adopts the dividend resolution, as applicable.

Quorum:	The holders of a majority of the outstanding Valley common stock represented in person or by proxy, constitutes a quorum at any meeting of Valley shareholders. The holders of a majority of the shares entitled to vote and present in person or by proxy at a meeting, though less than a quorum, may adjourn any meeting. Valley is not required to give notice of an adjourned meeting if the time and place of the meeting are announced at the meeting from which an adjournment is taken and the business transacted at the adjourned meeting is limited to that which might have been transacted at the original meeting.	The Providence bylaws provide that the holders of a majority of the outstanding shares of Providence common stock, represented in person or by proxy, constitute a quorum for the transaction of business at any meeting of Providence shareholders; provided, however, that a quorum may not consist of fewer than one-third of the outstanding shares entitled to vote. The holders of a majority of the shares entitled to vote and present in person or by proxy, even if less than a quorum, may adjourn any meeting of Providence shareholders. Providence is not required to provide additional notice of an


	Valley	Providence
		adjourned meeting held within thirty (30) days of the original meeting, if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, no new record date is fixed for the adjourned meeting, and the business transacted at the adjourned meeting is limited to that which might have been transacted at the original meeting.

Notice of Shareholder Actions/Meetings:	Pursuant to the Valley bylaws and under New Jersey law, a meeting of shareholders must be held upon not less than ten (10) nor more than sixty (60) days written notice of the time, place and purpose of the meeting.	Pursuant to the Providence bylaws and under Section 7.15 of the IBCA, written notice stating the place, day and hour of any meeting of shareholders must be delivered not less than ten (10) nor more than sixty (60) days before the meeting, and in the case of a meeting to consider a merger, consolidation, share exchange, dissolution, or a sale, lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the meeting. In the case of a special meeting, the notice must also state the purpose or purposes for which the meeting is called.

Advance Notice Requirements for Shareholder Nominations and Other Proposals:	The Valley bylaws provide that any shareholder who is a shareholder of record on the date of the giving of proper notice, and on the record date for the applicable meeting, may nominate directors by providing written notice to Valley’s secretary not later than one-hundred and twenty (120) days nor earlier than one-hundred and fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders, provided that in the event that the annual meeting is not called for a date that is within thirty (30) days of such anniversary date (or if a special meeting is called for the purpose of the election of directors), notice must be received by Valley’s secretary at Valley’s principal executive offices not later than close of business on the tenth (10th) day following the day on which such notice of the date of the annual or special meeting is first publicly announced or disclosed. The written notice must contain certain information	The Providence bylaws provide that any shareholder who is a shareholder of record on the date proper notice is given, and on the record date for the applicable meeting, may nominate directors by delivering written notice to Providence’s secretary not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the previous year’s annual meeting. If a special meeting is called for the election of directors, the shareholder’s notice must be delivered not less than sixty (60) days nor more than ninety (90) days before the date of the special meeting, regardless of any postponements or adjournments of that meeting. The written notice must contain the information specified in the Providence bylaws regarding both the proposed nominee and the nominating shareholder, including, among other things, the nominee’s name, age, business and residential address, principal occupation, beneficial


	Valley	Providence
	enumerated in the Valley bylaws about the nominee and the shareholder making the proposal, including, among other things, the nominee’s name, age, home and business address, principal occupation, shares of our common stock owned beneficially or of record as of the date of the nomination, and any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required pursuant to SEC rules and regulations.	ownership of Providence stock, and any information relating to the nominee required to be disclosed in a proxy statement or other filings under Schedule 13D and Regulation 14A of the Securities Exchange Act of 1934. The notice must also include specified information about the nominating shareholder and any other beneficial owners known to support the nomination.

Limitation of Liability of Directors and Officers:	The Valley articles provide that no director or officer of Valley will be personally liable to Valley or its shareholders for damages for breach of any duty owed to Valley or is shareholders, except that a director or officer will not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to Valley or its shareholders, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit. If the NJBCA is further amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director and/or officer of Valley will be eliminated or limited to the fullest extent permitted by the NJBCA as so amended. The Valley articles provide that Valley will have the power to purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person	Providence’s articles and bylaws provide that its directors are not personally liable to Providence or its shareholders for monetary damages for breach of fiduciary duty, to the fullest extent permitted under the IBCA. Under the IBCA, a director may not be relieved from liability in certain circumstances, including (a) liability for unlawful distributions, (b) failure to provide required notice to known creditors in dissolution, and (c) carrying on business after dissolution in violation of the IBCA. These statutory exceptions apply notwithstanding Providence’s exculpation provisions. Providence’s articles and bylaws also provide that any future expansion of permissible director exculpation under Illinois law will apply automatically, allowing Providence to limit director liability to the maximum extent permitted by statute.


	Valley	Providence
	is a party, or is threatened to be made a party, to the full extent permitted by the NJBCA.
Indemnification of Directors and Officers:	The Valley articles provide that Valley must indemnify its present and former officers, directors, employees, and agents and persons serving at its request against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, incurred in connection with any pending or threatened civil, criminal administrative or investigative proceeding to the full extent permitted by the NJBCA. Section 3-5 of the NJBCA permits a New Jersey corporation, by including a provision in its certificate of incorporation, to eliminate the liability of directors or officers to the corporation or its shareholders for the breach of any duty owed to the corporation or its shareholders, except for any breach of duty based upon an act or omission: (a) in breach of such person’s duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by the person of an improper personal benefit. In this context, an act or omission in breach of a director or officer’s duty of loyalty is defined as an act or omission which the director or officer knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest. The Valley articles adopt such exculpation provisions. With respect to any derivative action, the Valley articles provide that Valley is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not	Providence’s articles and bylaws require the corporation to indemnify its directors and officers to the fullest extent authorized by the IBCA, subject to applicable federal and Illinois banking law and regulation. Indemnification extends to expenses, judgments, fines, and amounts paid in settlement in connection with civil, criminal, administrative, or investigative proceedings, provided the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, in criminal matters, had no reasonable cause to believe the conduct was unlawful. In derivative actions, indemnification is available for expenses actually and reasonably incurred, except where the individual has been adjudged liable to the corporation, unless a court determines indemnification is nevertheless appropriate. Providence’s bylaws also authorize the advancement of expenses to directors, officers, employees, and agents in connection with covered proceedings, upon receipt of an undertaking to repay such amounts if it is ultimately determined that the individual did not act in good faith or reasonably believe the conduct to be in the corporation’s best interests. These rights are preserved against future amendments, meaning that no repeal or modification of the indemnification provisions will affect rights relating to acts or omissions occurring before such changes. Providence is further authorized to purchase and maintain insurance on behalf of any director, officer, employee, or agent against liabilities incurred in such capacities, whether or not Providence would have the power to


	Valley	Providence
	opposed to the best interests of the corporation. However, only the New Jersey Superior Court or the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.	indemnify the individual under the IBCA.

Anti-Takeover Provisions:	No “control share acquisition,” “business combination moratorium,” “fair price” or other form of anti-takeover statute or regulation is applicable to Valley under the NJBCA.	Illinois law contains a business combination statute that restricts an Illinois corporation from engaging in certain business combinations, including mergers, consolidations, significant asset sales, and other specified transactions, with a person, or any affiliate or associate of such person, who is an “interested shareholder” (generally defined as the holder of fifteen percent (15%) or more of the corporation’s voting shares) for a period of three (3) years after the date such person becomes an interested shareholder. The statute permits such transactions only if one of several statutory exceptions is satisfied: (i) the board of directors approved either the business combination or the acquisition that resulted in the shareholder becoming an interested shareholder before the shareholder crossed the fifteen percent (15%) threshold; (ii) upon consummation of the transaction in which the shareholder became an interested shareholder, the shareholder owned at least eighty-five percent (85%) of the corporation’s voting shares outstanding at the time the transaction commenced, excluding shares held by director-officers and certain employee stock plans; or (iii) the business combination is approved by the board of directors and authorized by the affirmative vote of at least two-thirds (66 2/3%) of the outstanding voting shares not owned by the interested shareholder, at an annual or special meeting of shareholders called for that purpose and not by written consent.


	Valley	Providence
		The Providence articles expressly elect to have Providence governed by this Illinois business combination statute. Accordingly, the statutory three-year moratorium and its related approval requirements apply to acquisitions of Providence common stock.

Shareholder Rights Plan:	Valley does not currently have a shareholder rights plan in effect.	Providence does not currently have a shareholder rights plan in effect.

Exclusive Forum:	Neither the Valley articles nor the Valley bylaws contain an exclusive forum provision.	Neither the Providence articles nor the Providence bylaws contain an exclusive forum provision.


Valley Filings (SEC File No. 001-11277)		Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K		Fiscal year ended December 31, 2025, filed February 27, 2026

Quarterly Reports on Form 10-Q		Quarterly periods ended March 31, 2026, filed May 7, 2026 and June 30, 2026, filed August 6, 2026

Current Reports on Form 8-K		Filed January 28, 2026, February 24, 2026, February 25, 2026, May 14, 2026, May 18, 2026, August 25, 2026 and September 28, 2026 (other than the portions of those documents not deemed to be filed)


		Page

ARTICLE I

THE MERGER

1.1	The Merger		A-1
1.2	Closing		A-1
1.3	Effective Time		A-2
1.4	Effects of the Merger		A-2
1.5	Conversion of Providence Common Stock		A-2
1.6	Dissenting Shares		A-3
1.7	Providence Preferred Stock		A-3
1.8	Valley Common Stock		A-4
1.9	Treatment of Providence Stock Options		A-4
1.10	Certificate of Incorporation of Surviving Corporation		A-5
1.11	Bylaws of Surviving Corporation		A-5
1.12	Tax Consequences		A-5
1.13	Bank Merger		A-5

ARTICLE II

EXCHANGE OF SHARES

2.1	Valley to Make Merger Consideration Available		A-5
2.2	Exchange of Shares		A-6

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PROVIDENCE

3.1	Corporate Organization		A-8
3.2	Capitalization		A-10
3.3	Authority; No Violation		A-11
3.4	Consents and Approvals		A-12
3.5	Reports		A-12
3.6	Financial Statements		A-13
3.7	Undisclosed Liabilities		A-14
3.8	Broker’s Fees		A-14
3.9	Absence of Certain Changes or Events		A-14
3.10	Legal Proceedings		A-14
3.11	Taxes and Tax Returns		A-15
3.12	Employees and Employee Benefit Plans		A-16
3.13	Compliance with Applicable Law		A-19
3.14	Certain Contracts		A-21
3.15	Agreements with Regulatory Agencies		A-22
3.16	Derivative Instruments		A-22
3.17	Environmental Matters		A-23
3.18	Investment Securities		A-23
3.19	Real Property		A-24
3.20	Intellectual Property		A-25
3.21	Related Party Transactions		A-25
3.22	Takeover Restrictions		A-25
3.23	Reorganization		A-26


		Page
3.24	Opinion		A-26
3.25	Providence Information		A-26
3.26	Loan Portfolio		A-26
3.27	Deposits		A-27
3.28	Insurance		A-27
3.29	Investment Adviser Representations		A-28
3.30	No Broker-Dealer Subsidiary		A-29
3.31	No Other Representations or Warranties		A-29

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VALLEY

4.1	Corporate Organization		A-30
4.2	Capitalization		A-31
4.3	Authority; No Violation		A-31
4.4	Consents and Approvals		A-32
4.5	Reports		A-32
4.6	Financial Statements		A-33
4.7	Broker’s Fees		A-34
4.8	Absence of Certain Changes or Events		A-34
4.9	Legal Proceedings		A-34
4.10	Compliance with Applicable Law		A-34
4.11	Taxes and Tax Returns		A-35
4.12	Reorganization		A-35
4.13	Agreements with Regulatory Agencies		A-35
4.14	Financial Capability		A-36
4.15	No Other Representations or Warranties		A-36

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1	Conduct of Business Prior to the Effective Time		A-36
5.2	Providence Forbearances		A-36
5.3	Valley Forbearances		A-40

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1	Regulatory Matters		A-40
6.2	Access to Information		A-42
6.3	Providence Shareholder Approval.		A-43
6.4	Legal Conditions to Merger		A-44
6.5	Stock Exchange Listing		A-44
6.6	Employee Matters		A-44
6.7	Indemnification; Insurance		A-46
6.8	Additional Agreements		A-47
6.9	Advise of Changes		A-47
6.10	Providence Acquisition Proposals		A-48
6.11	Public Announcements		A-49
6.12	Change of Method		A-49
6.13	Takeover Restrictions		A-49
6.14	Litigation and Claims		A-49


		Page
6.15	Foundation		A-50
6.16	Advisory Client Consent Process		A-50
6.17	Redemption of Providence Preferred Stock		A-50
6.18	Data Conversion		A-50

ARTICLE VII

CONDITIONS PRECEDENT

7.1	Conditions to Each Party’s Obligation to Effect the Merger		A-51
7.2	Conditions to Obligations of Valley		A-51
7.3	Conditions to Obligations of Providence		A-53

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1	Termination		A-53
8.2	Effect of Termination		A-54

ARTICLE IX

GENERAL PROVISIONS

9.1	Nonsurvival of Representations, Warranties and Agreements		A-55
9.2	Amendment		A-55
9.3	Extension; Waiver		A-56
9.4	Expenses		A-56
9.5	Notices		A-56
9.6	Interpretation		A-57
9.7	Confidential Supervisory Information		A-57
9.8	Counterparts		A-57
9.9	Entire Agreement		A-57
9.10	Governing Law; Jurisdiction.		A-58
9.11	Waiver of Jury Trial		A-58
9.12	Assignment; Third-Party Beneficiaries		A-58
9.13	Specific Performance		A-59
9.14	Severability		A-59
9.15	Delivery by Electronic Transmission		A-59


	Section
280G Equityholder Vote		6.6(d)
280G Equityholders		6.6(d)
Advisory Agreement		3.29(b)
Advisory Entity		3.29(a)
Agreement		Preamble
Appraisal Demand		1.6(c)
Balance Sheet Date		3.6(a)
Bank Merger		1.13
Bank Merger Agreement		1.13
Bank Merger Certificates		1.13
BHC Act		3.1(a)
Book Entry Shares		2.2(b)
Cash Merger Consideration		1.5(a)
Certificates of Merger		1.3
Chosen Courts		9.10(b)
Closing		1.2
Closing Date		1.2
Code		Recitals
Confidentiality Agreement		6.2(b)
Continuation Period		6.6(a)
Continuing Employees		6.6(a)
Derivative Transactions		3.16
Dissenting Share		1.6(a)
Effective Time		1.3
Enforceability Exceptions		3.3(a)
Environmental Laws		3.17
ERISA		3.12(a)
Exception Shares		1.5(a)
Exchange Act		3.4
Exchange Agent		2.1
Exchange Fund		2.1
Exchange Ratio		1.5(a)
FDIC		3.1(b)
Federal Banking Agencies		3.13(c)
Federal Reserve Board		3.1(a)
Form ADV		3.29(i)
Foundation		6.15
Governmental Entity		3.4
IBCA		1.1
Illinois DOB		3.4
Illinois Secretary		1.3
Intellectual Property		3.20
In-the-Money Providence Stock Option		1.9(a)
In-the-Money Providence Stock Option Merger Consideration		1.9(a)
Investment Advisers Act		3.29(a)
Investment Advisory Services		3.29(a)
Investment Company Act		3.29(b)
IRS		3.11(a)
Liens		3.2(d)


	Section
List Date		3.26(d)
Loan		3.26(a)
Material Adverse Effect		3.1(a)
Materially Burdensome Regulatory Condition		6.1(c)
Merger		Recitals
Merger Consideration		1.5(a)
Merger Consideration Value		1.9(c)(i)
Multiemployer Plan		3.12(g)
Multiple Employer Plan		3.12(g)
NASDAQ		2.2(f)
Net Option Share		1.9(c)(ii)
New Certificates		2.1
New Client		6.18(a)
New Jersey Treasury		1.3
New Plans		6.6(b)
NJBC		1.1
Offer Letters		Recitals
Old Certificate		1.5(b)
Parachute Payment		6.6(d)
Permitted Encumbrances		3.19(a)
Personal Data		3.13(b)
Preferred Stock Redemption		6.19
Premium Cap		6.7(a)
Providence		Preamble
Providence 401(k) Plan		6.6(c)
Providence Acquisition Proposal		6.10
Providence Adverse Recommendation Change		6.3(a)
Providence Articles		3.1(a)
Providence Audited Financial Statements		3.6(a)
Providence Bank		1.13
Providence Benefit Plans		3.12(a)
Providence Board Recommendation		6.3(a)
Providence Bylaws		3.1(a)
Providence Common Stock		3.2(a)
Providence Contract		3.14(a)
Providence Disclosure Schedule		Article III
Providence ERISA Affiliate		3.12(a)
Providence Financial Statements		3.6(a)
Providence Indemnified Parties		6.7(b)
Providence Leased Properties		3.19(a)
Providence Meeting		6.3(a)
Providence Owned Properties		3.19(a)
Providence Preferred Stock		3.2(a)
Providence Real Property		3.19(a)
Providence Real Property Leases		3.19(a)
Providence Regulatory Agreement		3.15
Providence Series B Certificate of Designation		1.7(a)
Providence Series B Preferred Stock		3.2(a)
Providence Series B Redemption Payment		1.7(a)
Providence Series C Certificate of Designation		1.7(b)
Providence Series C Preferred Stock		3.2(a)


	Section
Providence Series C Redemption Payment		1.7(b)
Providence Stock Option		1.9(c)(iii)
Providence Stock Option Exercise Price		1.9(a)
Providence Stock Plan		1.9(c)(iv)
Providence Subsidiary		3.1(b)
Proxy Statement		6.1(a)
Regulation O		3.21
Regulatory Agencies		3.5
Related Parties		3.21
Representatives		6.2(a)
Requisite Providence Shareholder Approval		3.3(a)
Requisite Regulatory Approvals		7.1(e)
S-4		3.4
SBA		3.26(d)
SEC		3.4
SRO		3.4
Subsequent Unaudited Monthly Financial Statements		6.2(d)
Subsidiary		3.1(a)
Surviving Corporation		Recitals
Takeover Restrictions		3.22
Tax		3.11(g)
Tax Return		3.11(h)
Taxes		3.11(g)
Termination Date		8.1(c)
Termination Fee		8.2(b)(i)
Treasury Regulations		3.11(i)
USDA		3.26(d)
Valley		Preamble
Valley 401(k) Plan		6.6(c)
Valley Bank		1.13
Valley Bylaws		4.1(a)
Valley Charter		4.1(a)
Valley Common Stock		1.5(a)
Valley Disclosure Schedule		Article IV
Valley Preferred Stock		4.2(a)
Valley Regulatory Agreement		4.13
Valley Reports		4.5(b)
Valley Series A Preferred Stock		4.2(a)
Valley Series B Preferred Stock		4.2(a)
Valley Series C Preferred Stock		4.2(a)
Valley Share Closing Price		2.2(f)
Valley Subsidiary		4.1(b)
Volcker Rule		3.13(c)
Voting Agreement		Recitals


VALLEY NATIONAL BANCORP

By:		/s/ Ira Robbins
		Name: Ira Robbins
		Title: President and Chief Executive Officer