VALLEY NATIONAL BANCORP 8-K

What Happened
Valley National Bancorp announced the closing of a $500,000,000 offering of 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036 on May 14, 2026. The Company entered into a First Supplemental Indenture with U.S. Bank Trust Company, N.A. for the notes (unsecured and subordinated). Interest is fixed at 6.219% (semi‑annual) from issuance through May 31, 2031 and then resets quarterly to a benchmark (expected three‑month term SOFR) plus 243 basis points, with maturity on June 1, 2036. Net proceeds were estimated at approximately $494.1 million after fees.

Key Details

• Offering closed May 14, 2026: $500,000,000 principal of 6.219% Fixed-to-Floating Subordinated Notes due 2036.
• Interest: 6.219% fixed (semiannual) through June 1, 2031; thereafter quarterly reset to 3-month term SOFR + 243 bps (payments begin Sept 1, 2031).
• Redemption option: Company may redeem (in whole or in part) beginning June 1, 2031 (subject to Federal Reserve approval if required) at 100% of principal + accrued interest.
• Redemption of existing notes: Company delivered notice May 14, 2026 to redeem in full its $300,000,000 aggregate 3.00% Fixed-to-Floating Subordinated Notes due 2031, with redemption date June 15, 2026 at 100% + accrued interest (interest stops accruing after that date).
• Underwriters’ reps: Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC. Trustee: U.S. Bank Trust Company, N.A. Notes intended to qualify (subject to limits) as Tier 2 regulatory capital.

Why It Matters
This transaction raises roughly $494.1 million in net proceeds and adjusts the company’s subordinated debt profile by replacing the $300 million 2031 issue with a longer‑dated 2036 instrument. The new notes are structured to potentially qualify as Tier 2 capital, which can strengthen regulatory capital metrics. For investors, the filing signals a refinancing and capital-raising action that affects interest obligations, debt maturities and the bank’s capital composition; the 2031 notes will be removed from outstanding debt after the June 15, 2026 redemption.