VLY · Valley National Bancorp

Valley National Bancorp strengthened its Tier 2 capital position by issuing $500 million of subordinated notes with a 6.219% fixed rate through June 1, 2031, converting to a floating rate of three-month SOFR plus 243 basis points thereafter, maturing June 1, 2036. The notes are unsecured, subordinated to senior debt, and rank pari passu with the company's other subordinated debt. Net proceeds of approximately $494.1 million will primarily fund the full redemption of the company's existing $300 million 3.00% fixed-to-floating subordinated notes due June 15, 2031, at par plus accrued interest, with redemption notice delivered May 14, 2026. This refinancing extends debt maturity by five years while maintaining Tier 2 capital treatment, subject to Federal Reserve approval for redemptions. The transaction was executed via an S-3 shelf registration with Keefe Bruyette & Woods and Morgan Stanley as joint book-runners. Indentures dated May 14, 2026 supplement the base subordinated debt indenture, with redemption callable from June 1, 2031 at par (or earlier upon tax/Tier 2 events). No acceleration rights except in bankruptcy/insolvency of company or Valley National Bank.