{"url_path":"/sec/vly/8-k/2026-05-14/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/714310/0001193125-26-224197-index.html","accession_number":"0001193125-26-224197","cik":"0000714310","ticker":"VLY","issuer_name":"VALLEY NATIONAL BANCORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/714310/0001193125-26-224197-index.html","primary_entity_key":"0000714310","primary_entity_name":"VALLEY NATIONAL BANCORP"},"word_count":396,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nUnderwriting Agreement\n\nIn connection with the Offering, on May 11, 2026, the Company and the Bank entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC as representatives of the underwriters named therein (the “Underwriters”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to sell, and the Underwriters agreed to purchase, the Notes. The Company estimates that the net proceeds of the offering of the Notes were approximately $494.1 million, after deducting the underwriting discounts and estimated expenses of the offering.\n\nThe Company made certain customary representations, warranties and covenants in the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities related to the Registration Statement, the preliminary prospectus supplement, the final prospectus supplement and any free writing prospectus used by the Company.\n\nThe foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is included herewith as Exhibit 1.1 and is incorporated herein by reference.\n\nOn May 11, 2026, the Company issued a press release announcing the pricing of the Notes, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.\n\nRedemption of 2031 Notes\n\nOn May 14, 2026, the Company delivered a company order (the “Company Order”) to the Trustee, instructing the Trustee to deliver a redemption notice on May 14, 2026 (the “Redemption Notice”) to each holder of the Company’s outstanding 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 originally issued on May 28, 2021 in the aggregate principal amount of $300,000,000 (the “2031 Notes”). Pursuant to the terms of the 2031 Notes, on June 15, 2026 (the “Redemption Date”), the Company will redeem the 2031 Notes in full at a redemption price of 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Interest on the 2031 Notes will cease to accrue on and after the Redemption Date, and no 2031 Notes will remain outstanding following the redemption.\n\nOn May 14, 2026, the Company issued a press release announcing the redemption of the 2031 Notes, which is filed herewith as Exhibit 99.2 and incorporated herein by reference."}