Form 424B5 VALLEY NATIONAL BANCORP

Filed pursuant to Rule 424(b)(5)
Registration number 333-254696

The information contained in this preliminary prospectus supplement is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell such securities or seek to obtain an offer to buy such securities in any jurisdiction where the offer or sale is not authorized.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 15, 2022

PRELIMINARY PROSPECTUS SUPPLEMENT

(In the Prospectus dated March 25, 2021)

$

NATIONAL VALLEY BANK

% Fixed to floating Subordinated notes maturing in 2032

We offer a total principal amount of $ of our % Fixed to floating Subordinated Rate Notes due 2032 (the “Notes”). The Notes will mature on 2032. From the original issue date until 2027 exclusive or on the date of early redemption, the Notes will bear interest at a fixed rate of % per annum, payable semi-annually in arrears on and of each year, beginning on 2022. From 2027 inclusive, until the date of maturity or the date of early redemption (the “variable rate period” excluded), the notes will bear interest at an annual rate equal to a Reference Rate (which should be the Three-Month SOFR (as defined herein)) plus a range of basis points for each Quarterly Interest Period during the Floating Rate Period, payable quarterly in arrears on , on and of each year, beginning on , 2027. Notwithstanding the foregoing, in the event that the Reference Rate is less than zero, then The Reference Rate shall 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, commencing on 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’s requirement to register as a investment under the Investment Companies Act 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest up to the excluded redemption date.

Any early redemption of the Securities will be subject to obtaining the approval of the Board of Governors of the Federal Reserve System to the extent required by applicable laws or regulations, including capital regulations.

There is no sinking fund for the tickets. The Notes will be unsecured and subordinated in right of payment to the payment of our existing and future senior indebtedness, including all indebtedness to our general creditors, and will be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets. secure such debt. The Notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries, including bank deposits and claims of other creditors of our banking subsidiary. The Notes will have a right of payment equal to all 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 5.125% subordinated debentures .25%
fixed-floating rate of subordinated notes due June 15, 2030 and our 3.00%
fixed-floating subordinated rates due June 15, 2031. In the event of our bankruptcy or insolvency, holders of the Notes will not be entitled to receive any payment in respect of the Notes until all debt holders first rank 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 affiliates. For a more detailed description of the Notes, see “Description of the Notes”.

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

Price at
Public (1)
Subscription
Discounts (2)
Product for us
(Before Expenses)

By rating

% % %

Total

$ $ $

(1)

Plus accrued interest from the original issue date.

(2)

The Underwriters will also be reimbursed for certain expenses incurred in connection with this Offering. See “Subscription” for more details.

We intend to use an amount equal to the net proceeds of this offering to fund or refinance, in whole or in part, new and/or existing qualifying social and/or green assets, as described in the “Use of Proceeds” section.

An investment in the Notes involves risks, including the fact that the interest rate on the Notes during the Floating Rate Period may be determined based on a rate other than the three-month forward SOFR. See “Risk Factors” starting 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 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, or any other regulatory agency has approved or disapproved of these securities or is pronounced on the adequacy or accuracy of this prospectus. supplement or accompanying prospectus. Any representation to the contrary is a criminal offence.

The Notes are not savings accounts, deposits or other obligations of any of our banks or non-bank affiliates and are not insured or guaranteed by the FDIC or any other government 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 the Notes are priced (this regulation being called “T+”). See “Extended Rules” starting on page S-iii of this Prospectus Supplement and the “Pricing” section beginning on page S-48 of this Prospectus Supplement for further details.

Joint Bookrunners

Piper Sandler Morgan Stanley

Co manager

R. Seelaus & Co., LLC

The date of this Prospectus Supplement is 2022

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