VALLEY NATIONAL BANCORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter, we did not sell any equity securities not registered under the Securities Act of 1933, as amended. Purchases of equity securities by the issuer and affiliated purchasers during the three months ended March 31, 2022 were as follows: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans (2) (3) Maximum Number of Shares that May Yet Be Purchased Under the Plans (2) January 1, 2022 to January 31, 2022 869,041 $ 13.77 451,000 2,046,473 February 1, 2022 to February 28, 2022 860,112 13.47 563,503 1,482,970 March 1, 2022 to March 31, 2022 5,287 14.43 — 1,482,970 Total 1,734,440 $ 13.62 1,014,503 (1) Includes repurchases made in connection with the vesting of employee restricted stock awards. (2) On January 17, 2007, Valley publicly announced its intention to repurchase up to 4.7 million outstanding common shares in the open market or in privately negotiated transactions. The repurchase plan has no stated expiration date. No repurchase plans or programs expired or terminated during the three months ended March 31, 2022. On April 26, 2022, Valley terminated its 2007 stock repurchase plan (and the remaining shares available for repurchase under this plan in the table above). (3) On April 26, 2022, Valley publicly announced a stock repurchase program for up to 25 million shares of Valley common stock. The authorization to repurchase will expire on April 25, 2024. . 73 Item 6. Exhibits (3) Articles of Incorporation and By-laws: (3.1) Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q Quarterly Report filed on August 7, 2020. (3.2) By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K Current Report filed on October 24, 2018. (10) Material Contracts: (10.1) Investor Rights Agreement, dated as of April 1, 2022, by and between Valley National Bancorp and Bank Leumi Le-Israel B.M., incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on April 1, 2022. (10.2) Separation Agreement and General Release between Valley National Bank and Robert Bardusch dated as of February 16, 2022.* (31.1) Certification of Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).* (31.2) Certification of Michael D. Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).* (32) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company, and Michael D. Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company.** (101) Interactive Data File (XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ** (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith 74 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VALLEY NATIONAL BANCORP (Registrant) Date: /s/ Ira Robbins May 9, 2022 Ira Robbins Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: /s/ Michael D. Hagedorn May 9, 2022 Michael D. Hagedorn Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) 75