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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): October 26, 2023
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(§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 2.02 | Results of Operations and Financial Condition.

On October 26, 2023, Valley National Bancorp (“Valley”), issued a press release announcing Valley’s financial results for the third quarter 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 | Regulation FD Disclosure.

Valley is furnishing presentation materials attached hereto as Exhibit 99.2 pursuant to Item 7.01 of Form 8-K. Valley is not undertaking to update these presentation materials. The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.2).

Item 9.01 |  | Financial Statements and Exhibits. |
(d) |  | Exhibits. |
Exhibit No. |  | Description |
99.1 |  | Press Release of Valley National Bancorp, dated October 2 6, 2023, announ cing third quarter 2023 financial results. |
99.2 |  | Valley National Bancorp p resentation materials used in connection with thir d quarter 2023 investor conference. |
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: October 26, 2023 |  | VALLEY NATIONAL BANCORP
|  | By: | /s/ Michael D. Hagedorn
|  |  | Michael D. Hagedorn
|  |  | Senior Executive Vice President and
|  |  | Chief Financial Officer (Principal Financial Officer)