Form 4: Valley National Bancorp Executive Reports Future Tax Withholding

Gino A. Martocci, SEVP and President of Commercial Banking at Valley National Bancorp, reported a future disposition of 3,761 common shares for tax withholding purposes.

Summary

• Gino A. Martocci, SEVP, President of Commercial Banking at Valley National Bancorp (VLY), reported a transaction involving common stock.
• On February 2, 2026, 3,761 shares of common stock were disposed of at a price of $12.46 per share.
• The disposition was due to shares being withheld to satisfy tax withholding obligations arising from the payout of performance stock units.
• This transaction is exempt under Rule 16b-3 and was made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).
• Following the reported transaction, Martocci directly beneficially owns 52,671 shares of common stock.
• Indirect beneficial ownership includes 45,822 shares held by his wife and 1,757 shares held by his daughter.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It reports a routine, pre-planned transaction for tax withholding purposes related to executive compensation, which has no material impact on the company's operations or financial health.

Future Outlook

The filing indicates a future transaction on February 2, 2026, related to the payout of performance stock units, suggesting planned executive compensation events.

Industry Context

StockSavvy.ai notes that routine tax withholdings upon the vesting of equity awards are standard practice in executive compensation across the financial services industry. This transaction reflects the normal course of an executive's equity compensation plan.

Comparison to Industry Standards

• The disposition of shares for tax withholding purposes is a common and expected event for executives receiving equity-based compensation, aligning with standard industry practices for managing vested stock units.
• The use of a Rule 10b5-1 plan for such transactions is also a standard corporate governance practice, providing an affirmative defense against insider trading allegations by pre-scheduling trades.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes, not a sale for personal liquidity or a significant change in insider ownership.

Key Dates

Keywords

Valley National Bancorp, VLY, Form 4, Insider Transaction, Stock Disposition, Tax Withholding, Performance Stock Units, Executive Compensation, Gino A. Martocci