vly-20240603

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): June 3, 2024

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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02			Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On June 3, 2024, Mr. Raja A. Dakkuri provided Valley National Bancorp (the “Company”) with notice of his intent to resign from his position as Senior Executive Vice President—Chief Risk Officer of the Company effective June 21, 2024. Mr. Dakkuri has indicated that his resignation is due to his pursuit of another professional opportunity outside the banking industry, and not the result of any disagreement with the Company or the Company’s Board of Directors (the “Board”) on any matter relating to the operations, financial reporting, policies, or practices of the Company. The Board has appointed Mr. John P. Regan as Senior Executive Vice President—Chief Risk Officer of the Company effective following Mr. Dakkuri’s resignation. Information regarding Mr. Regan’s background and experience can be found in the Company’s press release attached hereto as Exhibit 99.1.


Item 7.01			Regulation FD Disclosure.

On June 7, 2024, the Company issued a press release related to the matters described in Item 5.02 hereof. A copy of the press release is attached as Exhibit 99.1 hereto.

The information under this Item 7.01, including the press release attached hereto as Exhibit 99.1, is intended to be 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 deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.


Item 9.01						Financial Statements and Exhibits.
(d)						Exhibits.
Exhibit No.						Description
99.1						Press Release
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: June 03, 2024	VALLEY NATIONAL BANCORP
	By:	/s/ Gary G. Michael
		Gary G. Michael
		Executive Vice President, General
		Counsel & Corporate Secretary

Document

EXHIBIT 99.1

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.79413483.0000714310-24-000134image_0.jpg.ashx


FOR IMMEDIATE RELEASE	Contact:	Travis Lan
		Executive Vice President and
		Deputy Chief Financial Officer
		973-686-5007

VALLEY NATIONAL BANCORP ANNOUNCES NEW LEADERSHIP APPOINTMENT

NEW YORK, NY – Friday, June 7, 2024 – Valley National Bancorp (NASDAQ: VLY), the holding company for Valley National Bank, today announced that it has appointed John P. Regan as Senior Executive Vice President—Chief Risk Officer effective June 24, 2024. Mr. Regan will succeed Raja A. Dakkuri, who is leaving Valley to pursue another professional opportunity outside the banking industry. Mr. Dakkuri will remain in the position until Mr. Regan joins to ensure an orderly transition. Mr. Regan will report directly to Ira Robbins, Chief Executive Officer and Chairman of Valley. In his role, Mr. Regan will oversee all aspects of Valley’s enterprise risk management program.

Mr. Regan is a veteran banking industry audit and risk management executive with over 30 years of experience leading banking teams for global, regional, and community banks. Mr. Regan is a former Senior Partner of KPMG LLP, where he was responsible for coordinating KPMG’s New York Metro Banking Audit Practice, and was also a lead partner for various global and regional banks until his departure from KPMG in 2015. Most recently, Mr. Regan served as Chief Audit Officer for the New York banking operations of Industrial and Commercial Bank of China from 2022 until 2024. Prior to that, Mr. Regan held the position of Chief Audit Executive at Investors Bancorp from 2016 until 2022.

“We are extremely excited to welcome John to Valley,” said Mr. Robbins. “John’s extensive experience working with regional and global banking organizations positions him well as our next Chief Risk Officer. His perspective will be immensely valuable as we continue to build on the robust risk management framework that has underpinned our success, while simultaneously fostering a culture of risk awareness and ownership. John has the experience, leadership capabilities, and strategic vision to contribute to the next phase of Valley’s evolution.”

On his appointment, Mr. Regan commented, “I am delighted to be appointed Chief Risk Officer of Valley. I look forward to working alongside Ira, the management team, and our other stakeholders as we continue to uphold Valley’s long-standing track record of prudent and responsible risk management.”

About Valley

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $61 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations and commercial banking offices in New Jersey, New York, Florida, Alabama, California, and Illinois and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our 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 Valley’s business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “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, 2023.