Martocci Gino A. 4

What Happened

• Gino A. Martocci, SEVP and President of Commercial Banking at Valley National Bancorp (VLY), had 3,761 shares withheld on Feb 2, 2026 to satisfy tax withholding obligations tied to the payout of performance stock units. The withheld shares were valued at $12.46 each, totaling approximately $46,862.
• This was a tax-withholding disposition (transaction code F), not an open-market sale or a purchase — a routine administrative action when equity awards vest or pay out.

Key Details

• Transaction date and price: 2026-02-02, 3,761 shares @ $12.46 each (total ~$46,862).
• Shares owned after transaction: Not provided in the portion of the filing supplied.
• Footnote: Shares were withheld to satisfy tax withholding obligations arising upon the payout of performance stock units in a transaction exempt under Rule 16b-3 (per filing footnote F1).
• Filing: Report filed on 2026-02-04 for a 2026-02-02 transaction — appears timely based on the filing date.

Context

• This was a tax-withholding on vested/paid performance stock units, effectively a cashless step to cover taxes; it should be viewed as routine administrative processing rather than a deliberate market-sale decision.
• Transaction code F signals withholding to cover tax liabilities; such disposals are common and do not necessarily indicate the insider’s view on the company’s stock.