VLYPP Valley National Bancorp

On May 29, 2020, Valley National Bancorp (the “Company”) and Valley National Bank (the “Bank”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC, and Piper Sandler & Co., as representatives of the Underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $115.0 million aggregate principal amount of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes are being sold to the Underwriters at an underwriting discount of 1.0% of the principal amount. The estimated net proceeds from the offering of approximately $113.2 million, after deducting underwriting discounts and estimated offering expenses, will be used for general corporate purposes and investments in the Bank as regulatory capital.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.