BARRETT RUSSELL 4

What Happened

• Russell Barrett, Chief Operating Officer of Valley National Bancorp (VLY), had 4,384 shares withheld on 2026-02-02 to satisfy tax withholding obligations related to the payout of performance stock units. The withholdings were in three lots: 760 shares, 1,815 shares, and 1,809 shares, each with an effective price of $12.46, for a total value of approximately $54,625.
• This is not an open-market sale for investment purposes but a tax-withholding disposition tied to the vesting/payout of equity awards (routine administrative action).

Key Details

• Transaction date: 2026-02-02; Form 4 filed: 2026-02-03 (no late filing indicated).
• Shares withheld: 760 @ $12.46 = $9,470; 1,815 @ $12.46 = $22,615; 1,809 @ $12.46 = $22,540; Total withheld = 4,384 shares, ~$54,625.
• Transaction code: F (shares withheld to satisfy tax withholding on equity payout). Footnote: "Shares withheld to satisfy tax withholding obligations arising upon the payout of performance stock units in a transaction exempt under Rule 16b-3."
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• These withholdings are a cashless/tax-withholding mechanic common when performance stock units vest; shares are retained by the company to cover taxes rather than sold on the open market.
• Such transactions are routine and generally do not by themselves indicate the insider’s market view.