Form 424B5 VALLEY NATIONAL BANCORP

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-254696

 

The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.

 

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 15, 2022

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated
March 25, 2021)

 

 

LOGO

$                

VALLEY NATIONAL BANCORP

% Fixed-to-Floating Rate Subordinated Notes due 2032

 

 

We are offering $                 aggregate principal amount of
our     % Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The Notes will mature
on                 , 2032. From and including the date of original issuance to, but
excluding,                 , 2027 or the date of earlier redemption, the Notes will bear interest at a fixed rate of     % per annum, payable
semiannually in arrears on                 and                 of each year, commencing
on                 , 2022. From and including                 , 2027, to, but excluding
the maturity date or the date of earlier redemption (the “floating rate period”), the Notes will bear interest at a rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread
of                basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears
on                 ,                
,                 and                 of each year, commencing
on                 , 2027. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, then the benchmark rate will be deemed to be zero.

We may, at our option, redeem the Notes (i) in whole at any time or in part from time to time, beginning with the interest payment date
of                 , 2027, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier
2 Capital Event” or Valley National Bancorp becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Any early redemption of
the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations.

There is no sinking fund for the Notes. The Notes will be unsecured and subordinated in right of payment to the payment of our existing and future senior debt,
including all liabilities to our general creditors, and will be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all of
our subsidiaries’ existing and future indebtedness and other obligations, including the bank deposits and claims of other creditors of our subsidiary bank. The Notes will be equal in right of payment with any of our existing and future
subordinated indebtedness, including our 5.125% subordinated debentures due September 27, 2023, our 4.55% subordinated debentures due June 30, 2025, our 5.25%
fixed-to-floating rate subordinated notes due June 15, 2030 and our 3.00%
fixed-to-floating rate subordinated notes due June 15, 2031. In the event of our bankruptcy or insolvency, the holders of the Notes will not be entitled to receive
any payment with respect to the Notes until all holders of senior debt are paid in full. The Notes will be obligations of Valley National Bancorp only and are not obligations of, and are not guaranteed by, any of our subsidiaries. For a more
detailed description of the Notes, see “Description of Notes.”

We do not intend to list the Notes on any securities exchange or to have the Notes
quoted on a quotation system. Currently, there is no public market for the Notes.

 

     Price to
Public (1)
    Underwriting
Discounts (2)
    Proceeds to Us
(Before Expenses)
 

Per Note

                                                                               

Total

   $       $       $    

 

(1)

Plus accrued interest from the original issue date.

(2)

The underwriters will also be reimbursed for certain expenses incurred in this offering. See
“Underwriting” for details.

We intend to use an amount equal to the net proceeds from this offering to finance or re-finance, in part or in full, new and/or existing social and/or green eligible assets as described under “Use of Proceeds.”

 

 

Investing in the Notes involves risks, including that the interest rate on the Notes during the floating rate period may be determined based on a rate other
than Three-Month Term SOFR.
See “Risk Factors” beginning on page S-8 of this prospectus supplement and on page 4 of the accompanying prospectus, as
well as the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2021, as they may be supplemented from time to time in subsequent filings with the Securities and Exchange
Commission.

Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Federal Reserve
Board, any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

The Notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the FDIC or any other governmental agency. The Notes are not guaranteed under the FDIC’s Temporary Liquidity Guarantee Program.

The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company, on or
about                 , 2022, which is the                 business day following the
date of pricing of the Notes (such settlement being referred to as “T+     ”). See “Extended Settlement” beginning on page S-iii of this prospectus supplement and
“Underwriting” beginning on page S-48 of this prospectus supplement for details.

 

 

Joint
Book-Running Managers

 

Piper Sandler    Morgan Stanley

Co-Manager

R. Seelaus & Co., LLC

The date of this prospectus supplement is                 ,
2022



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