On August 5, 2024, Valley National Bancorp (the "Company") issued and sold 6,000,000 shares of 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25 per share (the "Series C Preferred Stock") of the Company in a public offering under the Company's Registration Statement on Form S-3(File No. 333-278527) and a related prospectus, including the related preliminary and final prospectus supplements, filed with the Securities and Exchange Commission, and pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of July 29, 2024, among the Company, Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters listed on Schedule Athereto.

A copy of the opinion of Gary G. Michael, Executive Vice President, General Counsel & Corporate Secretary of the Company, relating to the legality of the issuance and sale of the shares of Series C Preferred Stock, is filed as Exhibit 5.1 hereto.

On July 31, 2024, the Company filed a Certificate of Amendment (the "Certificate of Amendment") with the New Jersey Department of Treasury, amending the Company's Restated Certificate of Incorporation and establishing the rights, preferences, privileges, qualifications, restrictions and limitations of the Series C Preferred Stock, which was effective upon filing. The Certificate of Amendment creates Series C Preferred Stock out of the authorized and unissued shares of preferred stock of the Company and fixes the authorized number of such shares at 6,900,000.

Dividends on the Series C Preferred Stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 8.250% from the date of original issue to, but excluding September 30, 2029, and thereafter at a rate per annum equal to the five-year U.S. treasury rate (as defined in the preliminary prospectus supplement relating to the offering) as of the most recent dividend payment date (as defined in the preliminary prospectus supplement) plus 4.182%.

The Series C Preferred Stock ranks (i) senior to the Company's common stock and any class or series of the Company's capital stock that may be issued in the future that is not expressly stated to be on parity with or senior to the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company, (ii) on parity with the Company's Fixed-to-FloatingRate Non-Cumulative Perpetual Preferred Stock, Series A, Fixed-to-FloatingRate Non-Cumulative Perpetual Preferred Stock, Series B, and any class or series of the Company's capital stock that may be issued in the future that is expressly stated to be on parity with the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company and (iii) junior to any class or series of the Company's capital stock that may be issued in the future that is expressly stated to be senior to the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company, if such class or series is approved by the holders of at least 66 2/3% of the outstanding Series C Preferred Stock.

Under the terms of the Series C Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire the Company's common stock or any other stock ranking junior to or on parity with the Series C Preferred Stock, is subject to restrictions in the event that the Company has not declared and either paid or set aside a sum sufficient for payment of full dividends on the Series C Preferred Stock for the most recently completed dividend period.

The foregoing descriptions of the Underwriting Agreement and the Series C Preferred Stock do not purport to be complete and each is qualified in its entirety by reference to the text of the Underwriting Agreement and the Certificate of Amendment, which are filed as Exhibit 1.1 and Exhibit 3.1 hereto, respectively, and incorporated by reference herein.