Valley National (NYSE: VLY) SEVP reports RSU tax share withholding

Rhea-AI Filing Summary

Valley National Bancorp senior executive Gino A. Martocci, SEVP and President of Commercial Banking, had 3,836 shares of Common Stock withheld on April 1, 2026 at $12.28 per share to cover tax obligations from vesting restricted stock units under Rule 16b-3.

After this tax-withholding disposition, he holds 81,770 Common Stock shares directly, plus 45,822 shares indirectly through his wife and 1,835 shares indirectly through his daughter, reflecting a largely retained equity position.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Martocci Gino A.

Role SEVP, Pres Commercial Banking

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,836	$12.28	$47K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 81,770 shares (Direct); Common Stock — 45,822 shares (Indirect, Wife)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withheld shares: 3,836 shares Tax-withholding price: $12.28 per share Direct holdings after transaction: 81,770 shares +2 more

5 metrics

Tax-withheld shares 3,836 shares Common Stock withheld for RSU tax obligations on April 1, 2026

Tax-withholding price $12.28 per share Value used for RSU-related tax-withholding disposition

Direct holdings after transaction 81,770 shares Common Stock directly owned by Gino A. Martocci after withholding

Indirect holdings via wife 45,822 shares Common Stock held indirectly through wife

Indirect holdings via daughter 1,835 shares Common Stock held indirectly through daughter

Key Terms

restricted stock units, Rule 16b-3, tax withholding obligations, indirect ownership

4 terms

restricted stock units financial

"tax withholding obligations arising upon the vesting of restricted stock units in a transaction"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"vesting of restricted stock units in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"Shares withheld to satisfy tax withholding obligations arising upon the vesting"

indirect ownership financial

"Common Stock, transaction_type holding, direct_or_indirect I, nature_of_ownership Wife"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martocci Gino A.

(Last) (First) (Middle)

C/O VALLEY NATIONAL BANCORP

ONE PENN PLAZA

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP, Pres Commercial Banking

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F		3,836(1)	D	$12.28	81,770	D
Common Stock								45,822	I	Wife
Common Stock								1,835	I	Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising upon the vesting of restricted stock units in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Gino A. Martocci	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Valley National Bancorp (VLY) executive Gino Martocci report on this Form 4?

Gino A. Martocci reported that 3,836 Valley National Bancorp common shares were withheld to satisfy tax obligations from vesting restricted stock units. This is a compensation-related, non-market transaction rather than an open-market sale of shares.

How many Valley National Bancorp (VLY) shares were withheld for taxes and at what price?

A total of 3,836 Valley National Bancorp common shares were withheld at $12.28 per share. The withholding covered tax liabilities arising when restricted stock units vested, as disclosed under an exemption provided by Rule 16b-3.

How many Valley National Bancorp (VLY) shares does Gino Martocci hold directly after the transaction?

Following the tax-withholding disposition, Gino A. Martocci directly holds 81,770 shares of Valley National Bancorp common stock. This figure represents his remaining direct ownership after the shares were withheld for vesting-related tax obligations.

What indirect Valley National Bancorp (VLY) holdings related to Gino Martocci are disclosed?

The filing shows 45,822 Valley National Bancorp common shares held indirectly through his wife and 1,835 shares held indirectly through his daughter. These entries reflect family-related indirect ownership positions associated with Martocci.

Was this Valley National Bancorp (VLY) Form 4 a market sale by Gino Martocci?

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy tax obligations triggered by vesting restricted stock units, as permitted under Rule 16b-3, while Martocci retained a substantial shareholding.