Valley National Bancorp拟以现金加股票收购Providence Financial Corporation

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As filed with the Securities and Exchange Commission on October 21, 2026

Registration No. 333-     

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as specified in its charter)

One Penn Plaza

New York, New York 10119

973-305-8800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Ira Robbins

Chairman, President and Chief Executive Officer

Valley National Bancorp

One Penn Plaza

New York, New York 10119

(973) 305-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

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PRELIMINARY-SUBJECT TO COMPLETION-DATED OCTOBER 21, 2026

To the Shareholders of Providence Financial Corporation

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Providence Financial Corporation:

On behalf of the board of directors of Providence Financial Corporation (“Providence”), we are pleased to provide the accompanying proxy statement/prospectus relating to the proposed merger of Providence with and into Valley National Bancorp (“Valley”). We are requesting that you consider and vote on the proposals described in this proxy statement/prospectus as a holder of shares of common stock of Providence, par value $1.00 per share (“Providence common stock”).

The boards of directors of Providence and Valley (the “Providence board of directors” and “Valley board of directors,” respectively) have each unanimously approved the Agreement and Plan of Merger dated August 24, 2026, by and between Providence and Valley (as amended from time to time, the “merger agreement”), pursuant to which Providence will merge with and into Valley (the “merger”), with Valley as the surviving corporation. Immediately following the merger, Providence Bank & Trust, a wholly owned subsidiary of Providence, will merge with and into Valley National Bank, a wholly owned subsidiary of Valley, with Valley National Bank as the surviving entity.

If the merger is completed, at the effective time each outstanding share of Providence common stock will convert into the right to receive (i) $21.47 in cash, without interest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock, no par value (“Valley common stock”) for each share of Providence common stock held as of the effective time of the merger (the aggregate consideration described in clauses (i) and (ii), the “merger consideration”). Holders of Providence common stock (each, a “Providence shareholder”) will receive cash in lieu of fractional shares of Valley common stock issuable in the merger. Holders of Valley common stock will continue to own their existing shares of Valley common stock.

Additionally, no later than thirty (30) days prior to the closing, Providence will, and will cause its subsidiaries to, take all actions necessary, appropriate or advisable to redeem, effective as of immediately prior to the closing, all issued and outstanding shares of Providence preferred stock in accordance with the organizational documents of Providence and applicable law. Under the merger agreement, immediately prior to the effective time, each share of Providence series B preferred stock and series C preferred stock issued and outstanding will be redeemed in accordance with the terms of the merger agreement and will cease to exist as of the effective time, and each share of Providence series B preferred stock and series C preferred stock represented by book-entry will thereafter represent only the right to receive a cash payment equal to the sum of $1,000.00 per share, plus all declared but unpaid dividends, in accordance with the applicable organizational documents of Providence.

Although the number of shares of Valley common stock that Providence shareholders will receive is fixed, the market value of the merger consideration will fluctuate with the market price of Valley common stock and will not be known at the time Providence shareholders vote on the merger. Valley common stock is currently quoted on the Nasdaq Stock Market (the “NASDAQ”) under the symbol “VLY.” Based on the closing price of Valley common stock on the NASDAQ on August 24, 2026, the last trading day before public announcement of the merger, of $14.10, the per share merger consideration represented approximately $83.30 in value for each share of Providence common stock. The outstanding shares of Providence common stock are privately held and are not traded on any public market. Based on the closing price of Valley common stock on the NASDAQ on [    ], 2026, the last practicable trading day before the date of this proxy statement/prospectus, of $[   ], the per share merger consideration represented approximately $[   ] in value for each share of Providence common stock. The price of Valley common stock at the time of completion of the merger may be higher or lower than the price of Valley common stock on the date of this proxy statement/prospectus, which could affect the value of the per share merger consideration. We urge you to obtain current market quotations for Valley common stock (trading symbol “VLY”).

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Based on the number of shares of Providence common stock outstanding as of [   ], 2026, Valley expects to issue approximately [   ] shares of Valley common stock to holders of Providence common stock (in the aggregate) and to pay approximately $[   ] in cash in the merger. Based on the number of shares of Providence common stock outstanding as of [    ], 2026, we estimate that, following the completion of the merger, former holders of Providence common stock will own approximately [  ]% of the combined company and existing Valley shareholders will own approximately [  ]% of the combined company.

Providence will hold a special meeting of Providence shareholders (the “Providence special meeting”) at which holders of Providence common stock will be asked to consider and vote upon (1) a proposal to approve the merger agreement and the merger (the “Providence merger proposal”), and (2) a proposal to adjourn the Providence special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment or postponement to approve the merger agreement and the merger (the “Providence adjournment proposal”). Valley and Providence cannot complete the merger unless the Providence shareholders approve the Providence merger proposal. Providence’s board of directors is providing this proxy statement/prospectus to solicit Providence shareholders’ proxy to vote in connection with the Providence merger proposal and the Providence adjournment proposal. This document is also a prospectus that is being delivered to holders of Providence common stock because, in connection with the merger, Valley is offering shares of Valley common stock to Providence shareholders.

The Providence special meeting will be held at [  ] on [    ], 2026 at [  ], Central Time.

Information about the Providence special meeting and the merger is contained in the accompanying proxy statement/prospectus. In particular, see the section entitled “Risk Factors” beginning on page 18, for a discussion of the risks relating to the proposed merger and owning Valley common stock after the merger. We urge you to read this document carefully and in its entirety. You may also obtain information about Valley from documents that Valley has filed with the Securities and Exchange Commission (the “SEC”).

Your vote is important. Whether or not you plan to attend the Providence special meeting, please vote as soon as possible to ensure that your shares are represented at the Providence special meeting. If you do not vote, it will have the same effect as voting “AGAINST” the merger. Holders of Providence preferred stock are not entitled to, and are not being asked to, vote at the Providence special meeting.

The Providence board of directors unanimously recommends that holders of Providence common stock vote “FOR” each of the proposals to be considered at the Providence special meeting.

If you have any questions concerning the merger, please contact Kevin L. Botma at 708-404-9516 or [email protected].

Sincerely,

Steven G. Van Drunen

President and Chief Executive Officer

Providence Financial Corporation

Neither the SEC nor any state securities regulator has approved or disapproved the merger, including the issuance of the securities to be issued under this proxy statement/prospectus, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities that Valley is offering through this document are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or by any other U.S. federal or state governmental agency.

The accompanying proxy statement/prospectus is dated [    ], 2026, and is first being mailed or otherwise delivered to Providence shareholders on or about [    ], 2026.

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Valley from documents filed with the SEC that have not been included in or delivered with this document. This information is described on page 118 under “Where You Can Find More Information.” You can obtain free copies of this information by writing or calling:

Valley National Bancorp

Attention: Investor Relations Department

One Penn Plaza

New York, New York 10119

(551) 288-3182

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them by [    ], 2026, in order to receive them before the Providence special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [    ], 2026, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to holders of Providence common stock nor the issuance by Valley of shares of Valley common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Providence has been provided by Providence and information contained in, or incorporated by reference into, this document regarding Valley has been provided by Valley.

See the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus for further information.

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Providence Financial Corporation

630 East 162nd Street

South Holland, Illinois 60473

888-923-5664

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Providence Financial Corporation:

On August 24, 2026, Valley National Bancorp, a New Jersey corporation (“Valley”), and Providence Financial Corporation, an Illinois corporation (“Providence”), entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus of which this notice is a part.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Providence common stock (the “Providence special meeting”) will be held at [  ] on [    ], 2026 at [  ], Central Time.

At the Providence special meeting, you will be asked to vote on the following matters:

The Providence board of directors has fixed the close of business on [    ], 2026 as the record date for the Providence special meeting. Only holders of record of Providence common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Providence special meeting or any adjournment or postponement thereof. No other business may be transacted at the Providence special meeting except such business as may properly come before the Providence special meeting or any adjournment or postponement thereof.

Under Illinois law, if the merger is completed, Providence shareholders of record who do not vote in favor of the Providence merger proposal and who follow the required steps under Illinois law may choose to exercise dissenters’ rights. This means you may request to receive a cash payment for the “fair value” of your shares instead of receiving the merger consideration. To do so, you must follow the procedures described in the section of this proxy statement/prospectus entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 69, as well as the requirements of Illinois law. A copy of Sections 11.65 and 11.70 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), the specific Illinois statutes that govern objecting shareholders and dissenters’ rights, is included for your reference as Annex D to this proxy statement/prospectus.

The Providence board of directors unanimously recommends that holders of Providence common stock vote “FOR” the Providence merger proposal, and “FOR” the Providence adjournment proposal.

Your vote is important, regardless of the number of shares you own. Approval of the Providence merger proposal is required to complete the transactions contemplated by the merger agreement. Approval of the merger

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agreement requires the affirmative vote of at least a majority of the voting power of all outstanding stock of Providence entitled to vote on the Providence merger proposal. Failure to vote will have the same effect as a vote against the Providence merger proposal. Accordingly, we urge all shareholders to vote as promptly as possible.

A proxy card is enclosed. Whether or not you plan to attend the Providence special meeting, please complete, sign and date the proxy card and promptly mail it in the enclosed envelope. You may revoke your proxy card in the manner described in the proxy statement/prospectus at any time before it is exercised. If you attend the Providence special meeting, you may change your vote if you wish, even if you have previously returned your proxy card.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger agreement, the transactions contemplated thereby, including the merger, and the other matters to be considered at the Providence special meeting. A summary of the merger agreement is included in the proxy statement/prospectus in the sections entitled “The Merger” and “The Merger Agreement,” and a copy of the merger agreement is attached as Annex A to the proxy statement/prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions or need assistance with voting, please contact Kevin L. Botma at 708-404-9516 or [email protected].

By Order of the Board of Directors,

Steven G. Van Drunen

President and Chief Executive Officer

Providence Financial Corporation

South Holland, Illinois

[    ], 2026

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the Providence special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Providence special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 118.

In this proxy statement/prospectus, unless the context otherwise requires:

To complete the merger, among other things, holders of at least a majority of the voting power of all outstanding stock of Providence entitled to vote thereon at the Providence special meeting must approve the merger agreement and the transactions contemplated thereby (the “requisite Providence shareholder approval”), including the merger (the “Providence merger proposal”).

Providence is holding a special meeting of holders of Providence common stock (the “Providence special meeting”) to obtain approval of the Providence merger proposal. Holders of Providence common stock will also be asked to approve the proposal to adjourn or postpone the Providence special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment or postponement to approve the Providence merger proposal (the “Providence adjournment proposal”).

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This document is also a prospectus that is being delivered to holders of Providence common stock because, in connection with the merger, Valley is offering shares of Valley common stock to holders of Providence common stock.

This proxy statement/prospectus contains important information about the merger agreement, the merger and the proposals being voted on at the Providence special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending the meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

In order to complete the merger, among other things, holders of Providence common stock must approve the Providence merger proposal. Approval of the Providence adjournment proposal is not a condition to the obligations of Valley or Providence to complete the merger.

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In considering the recommendations of the Providence board of directors, holders of Providence common stock should be aware that Providence directors and executive officers may have interests in the merger that are or may be different from, or in addition to, the interests of holders of Providence common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Providence’s Directors and Executive Officers in the Merger” beginning on page 61.

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Banks, brokers, trustees or other nominees who hold shares of Providence common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers, trustees or other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Providence expects that all proposals to be voted on at the Providence special meeting will be “non-routine” matters on which banks, brokers, trustees or other nominees do not have discretionary voting power to vote.

If you are a holder of Providence common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares:

Assuming a quorum is present, approval of the Providence merger proposal requires the affirmative vote of the holders of at least a majority of the voting power of all outstanding stock of Providence entitled to vote thereon at the Providence special meeting. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Providence special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence merger proposal, it will have the same effect as a vote “AGAINST” the Providence merger proposal.

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Adjournment Proposal

Assuming a quorum is present, approval of the Providence adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Providence common stock entitled to vote at the Providence special meeting. If you are a Providence shareholder who is present in person or represented by proxy at the Providence special meeting and you fail to vote on the adjournment proposal, mark “ABSTAIN” on your proxy card or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you are not present in person or represented by proxy at the Providence special meeting, it will have no effect on the Providence adjournment proposal.

Record Holders. If you are a holder of record of Providence common stock, you may vote using any of the following methods:

Providence must receive your vote no later than the time the polls close for voting at the Providence special meeting for your vote to be counted at the special meeting. Please note that telephone voting will close at 11:59 p.m., Central Time, on [    ], 2026.

Voting your shares by proxy will enable your shares of Providence common stock to be represented and voted at the Providence special meeting if you do not attend the Providence special meeting and vote your shares in person. By following the voting instructions in the materials you receive, you will direct the designated persons (known as “proxies”) to vote your shares of Providence common stock at the Providence special meeting in accordance with your instructions. The Providence board of directors has appointed Steven Van Drunen and Peter Huizenga, Jr. to serve as the proxies for the Providence special meeting. If you vote by telephone, you do not have to return your proxy or voting instruction card.

Beneficial Owners. If you own your shares of Providence common stock beneficially in “street name,” your ability to vote by telephone depends on your broker’s voting process. When your shares are held in a brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement/prospectus has been provided to you by your bank, broker, trustee or other nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instruction card or by following its instructions for voting by telephone provided by your nominee.

To vote the shares that you hold in “street name” in person at the Providence special meeting, you must bring a legal proxy from your broker, bank, trustee or other nominee, (a) confirming that you were the

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beneficial owner of those shares as of the close of business on the record date, (b) stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank, trustee or other nominee, and (c) appointing you as the record holder’s proxy to vote the shares covered by that proxy at the Providence special meeting. If you fail to bring a nominee-issued proxy to the Providence special meeting, you will not be able to vote your nominee-held shares in person at the Providence special meeting.

Additional information on voting procedures can be found under the section entitled “The Providence Special Meeting” on page 30.

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If you beneficially own your shares in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the bank, broker, trustee or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 69. In addition, the full text of Sections 11.65 and 11.70 of the IBCA, the statutory provisions governing dissenters’ rights, is enclosed as Annex D to this proxy statement/prospectus.

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SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the Providence special meeting. In addition, we incorporate by reference important business and financial information about Valley into this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

The Parties to the Merger (pages 37 and 38)

Valley National Bancorp

One Penn Plaza

New York, New York 10119

Telephone: (973) 305-8800

Founded in 1927, Valley National Bancorp is a registered bank holding company and financial holding company with the Federal Reserve under the Bank Holding Company Act of 1956, headquartered in Morristown, New Jersey. At June 30, 2026, Valley had consolidated total assets of $66.3 billion, total net loans of $51.9 billion, total deposits of $54.1 billion and total shareholders’ equity of $7.9 billion. Valley’s principal subsidiary, Valley National Bank, has been chartered as a national banking association under the laws of the United States since 1927 and as of June 30, 2026, has more than 220 branch locations and commercial offices nationwide and serves clients across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona. Valley, through Valley National Bank and its subsidiaries, offers a full suite of national and regional banking solutions through various commercial, private banking, retail, insurance and wealth management financial services products. Valley provides personalized service and customized solutions to assist its customers with their financial service needs. Valley’s solutions include, but are not limited to, traditional consumer and commercial deposit and lending products, commercial real estate financing, asset-based loans, small business loans, equipment financing, insurance and wealth management solutions, and personal financing solutions, such as residential mortgages, home equity loans and automobile financing.

Valley’s common stock is traded on the NASDAQ under the symbol “VLY.”

Valley’s principal executive office is located at One Penn Plaza, New York, New York 10119 and its telephone number is (973) 305-8800.

Providence Financial Corporation

630 East 162nd Street

South Holland, Illinois 60473

Telephone: (888) 923-5664

Providence Financial Corporation is a one-bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956. Established in 2014 and headquartered in South Holland, Illinois, Providence had consolidated total assets of approximately $1.6 billion, total net loans of $1.1 billion, total deposits of $1.3 billion, and total shareholders’ equity of $194.9 million as of June 30, 2026.

Providence conducts its banking operations primarily through its wholly owned subsidiary, Providence Bank & Trust (“Providence Bank”), an Illinois-chartered, nonmember commercial bank that commenced operations in 2004. Providence Bank operates across two states, maintaining fifteen (15) offices across greater Chicago, Illinois and northwest Indiana, including its main office in South Holland, Illinois. The bank’s branch network includes eight offices in Cook County, Illinois, three offices in DuPage County, Illinois, one office in Will County, Illinois, and three offices in Lake County, Indiana.

Providence is a privately held corporation, and the outstanding shares of Providence common stock are not traded on any public market.

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Providence’s principal executive office is located at 630 East 162nd Street, South Holland, Illinois 60473, and its telephone number at that location is (888) 923-5664.

The Merger and the Merger Agreement (pages 39 and 73)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Subject to the terms and conditions of the merger agreement, at the completion of the merger, Providence will merge with and into Valley, with Valley as the surviving corporation. Immediately following the completion of the merger, Providence Bank, a bank chartered under the laws of the State of Illinois and a wholly owned bank subsidiary of Providence, will merge with and into Valley National Bank, a national banking association and a wholly owned bank subsidiary of Valley, with Valley National Bank as the surviving bank (the “bank merger”).

Merger Consideration (page 74)

Under the terms and subject to the conditions set forth in the merger agreement, holders of Providence common stock receive (i) $21.47 without interest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock (the aggregate consideration described in clauses (i) and (ii), the “merger consideration”) for each share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares and shares of Providence common stock owned by Providence as treasury stock or otherwise owned by Providence or Valley (in each case other than Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted)). No fractional shares of Valley common stock will be issued in the merger, and holders of Providence common stock who would otherwise be entitled to receive a fractional share will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share (after taking into account all shares of Providence common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would otherwise be entitled to receive.

Valley common stock is listed on the NASDAQ under the symbol “VLY.” Providence common stock is not listed or quoted on any exchange. The following table shows the closing sale prices of Valley common stock as reported on the NASDAQ on August 24, 2026, the last full trading day before the public announcement of the merger agreement, and on [    ], 2026, the last practicable trading day before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Providence common stock.

For more information on the merger consideration, see the section entitled “The Merger—Terms of the Merger” beginning on page 39 and the section entitled “The Merger Agreement—Merger Consideration” beginning on page 74.

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Treatment of Providence Stock Options (page 75)

At the effective time, each Providence stock option that is outstanding immediately prior to the effective time and that has an exercise price per share of Providence common stock underlying such Providence option that is less than the merger consideration value (each such Providence stock option, an “in-the-money Providence stock option”), whether or not exercisable or vested, will be cancelled without any action on the part of any holder thereof in consideration for the right to receive (without interest) the merger consideration (less applicable tax withholdings pursuant to the terms of the merger agreement) in respect of each Providence net option share subject to such in-the-money Providence stock option. A “Providence net option share” means with respect to each Providence stock option, the quotient of (i) the product of (a) the excess, if any, of the merger consideration value over the Providence stock option exercise price of the Providence stock option immediately prior to the effective time multiplied by (b) the number of shares of Providence common stock subject to such Providence stock option immediately prior to the effective time divided by (ii) the merger consideration value. At the effective time, any Providence stock option that is not an in-the-money Providence stock option will be cancelled for no consideration.

Providence Preferred Stock (page 75)

No later than thirty (30) days prior to the closing, Providence will, and will cause its subsidiaries to, take all actions necessary, appropriate or advisable to redeem, effective as of immediately prior to the closing, all issued and outstanding shares of Providence preferred stock in accordance with the organizational documents of Providence and applicable law. Immediately prior to the effective time, each share of Providence series B preferred stock and Providence series C preferred stock issued and outstanding immediately prior to the effective time will be redeemed in accordance with the terms of the merger agreement and will cease to exist as of the effective time, and each share of Providence series B preferred stock and Providence series C preferred stock represented by book-entry will thereafter represent only the right to receive a cash payment equal to the sum of (a) $1,000.00 per share of Providence series B preferred stock or Providence series C preferred stock, as applicable, and (b) all declared but unpaid dividends on such share of Providence series B preferred stock or Providence series C preferred stock (such payment, the “Providence series B redemption payment” and the “Providence series C redemption payment,” respectively), in each case, in accordance with the applicable organizational documents of Providence.

Material U.S. Federal Income Tax Consequences of the Merger (page 93)

The merger is intended to qualify as a “reorganization” (within the meaning of Section 368(a) of the Code) for U.S. federal income tax purposes, and it is a condition to Valley’s and Providence’s respective obligations to complete the merger that Valley and Providence each receive a legal opinion to the effect that the merger will so qualify. Accordingly, a U.S. holder of Providence common stock generally will recognize gain (but not loss) for U.S. federal income tax purposes in an amount equal to the lesser of (i) the amount of gain realized (i.e., the excess, if any, of the sum of the cash and the fair market value of the Valley common stock received over the holder’s adjusted tax basis in its Providence common stock surrendered) and (ii) the amount of cash received, in each case excluding any cash received instead of a fractional share of Valley common stock, which will be treated as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 93.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

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Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors (page 40)

The Providence board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Providence and its shareholders and approved and adopted the merger agreement and the transactions contemplated thereby. In reaching the decision to approve and adopt the merger agreement and recommend the approval of the merger to its shareholders, the Providence board of directors evaluated the merger and the merger agreement, in consultation with Providence’s executive management, as well as Providence’s legal and financial advisors, and considered a number of factors. Accordingly, the Providence board of directors unanimously recommends that holders of Providence common stock vote “FOR” the Providence merger proposal, and “FOR” the Providence adjournment proposal.

For a more detailed discussion of the Providence board of directors’ recommendation and the factors considered by the Providence board of directors, see the section entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors” beginning on page 40.

Opinion of Providence’s Financial Advisor (page 43)

In connection with the merger, Providence’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated August 24, 2026, to the Providence board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Providence common stock of the merger consideration (defined in KBW’s opinion as the cash merger consideration and the stock consideration, taken together) in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document. The opinion was for the information of, and was directed to, the Providence board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Providence to engage in the merger or enter into the merger agreement or constitute a recommendation to the Providence board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Providence common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

For more information, see “The Merger—Opinion of Providence’s Financial Advisor,” beginning on page 43 and Annex C.

Appraisal or Dissenters’ Rights in the Merger (page 69)

As a holder of Providence common stock, you may have dissenters’ rights under Illinois law to demand payment in cash for the “fair value” of your shares if the merger is completed. The appraised fair value of a share of Providence common stock may be higher or lower than the merger consideration payable in the merger. Beneficial owners whose shares are held of record by a broker, bank, trustee or other nominee must act promptly to ensure that the record holder takes all actions required under Illinois law to properly exercise dissenters’ rights on their behalf.

The full text of the applicable provisions of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), governing dissenters’ rights is attached as Annex D to this proxy statement/prospectus. Strict compliance with these statutory procedures is required, and failure to do so may result in the loss of dissenters’ rights. The value determined in the appraisal process may be more or less than the value a Providence shareholder would receive in the merger under the terms of the merger agreement.

For additional information, please refer to the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 69.

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Interests of Providence’s Directors and Executive Officers in the Merger (page 61)

Providence shareholders should be aware that Providence directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, the interests of Providence shareholders generally. These interests and arrangements include employment with Valley following the consummation of the merger, rights to severance, potential vesting of Providence equity awards, retention awards and rights to ongoing indemnification and insurance coverage, and may create potential conflicts of interest. The Providence board of directors was aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Providence shareholders vote to approve the Providence merger proposal, and the Providence adjournment proposal.

For a more complete description of these interests, see “The Merger—Interests of Providence’s Directors and Executive Officers in the Merger” beginning on page 61.

Regulatory Approvals (page 67)

Subject to the terms of the merger agreement, Valley and Providence have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. These approvals include, among others, the approval or waiver of prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Office of the Comptroller of the Currency (the “OCC”) and the Illinois DOB. The initial filing of these regulatory applications occurred on September 21, 2026.

Although neither Valley nor Providence knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Valley and Providence cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

Valley and Providence expect to complete the merger in early 2027. However, neither Valley nor Providence can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Providence must first obtain the approval of holders of Providence common stock for the merger, and Valley and Providence must obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Completion of the Merger (page 87)

The completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

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Valley’s obligation to complete the merger is subject to the satisfaction or, where legally permissible, waiver of additional conditions. These additional conditions include, among others:

Termination of the Merger Agreement (page 88)

The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite Providence shareholder approval, in the following circumstances:

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Termination Fee (page 88)

If the merger agreement is terminated by either Valley or Providence under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the Providence board recommendation, Providence may be required to pay a termination fee to Valley equal to $11,115,000.

Accounting Treatment (page 67)

The merger will be accounted for as an acquisition of Providence by Valley under the acquisition method of accounting in accordance with generally accepted accounting principles (“GAAP”).

The Rights of Holders of Providence Common Stock Will Change as a Result of the Merger (page 99)

The rights of holders of Providence common stock are governed by Illinois law and by the amended and restated articles of incorporation of Providence (the “Providence articles of incorporation”) and the amended and restated bylaws of Providence, as amended (the “Providence bylaws”). In the merger, holders of Providence common stock will become holders of common stock of Valley, and their rights will be governed by New Jersey law and the restated certificate of incorporation (the “Valley articles” or “Valley articles of incorporation”) and

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bylaws of Valley (the “Valley bylaws”). Holders of Providence common stock will have different rights once they become holders of common stock of Valley due to differences between the Providence governing documents, on the one hand, and the Valley governing documents, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 103.

Listing of Valley Common Stock (page 69)

The shares of Valley common stock are listed for trading on the NASDAQ. Following the merger, shares of Valley common stock will continue to be listed on the NASDAQ.

The Providence Special Meeting (page 30)

The Providence special meeting will be held in person at [  ] on [  ], 2026 at [  ], Central Time. At the Providence special meeting, holders of Providence common stock will be asked to consider and vote on the following proposals:

You may vote at the Providence special meeting if you owned shares of Providence common stock at the close of business on [    ], 2026. On that date, there were [  ] shares of Providence common stock outstanding, approximately [  ]% of which were owned and entitled to be voted by Providence directors and executive officers and their affiliates. Each of the directors of Providence and Providence Bank, in each case in their capacities as shareholders, will vote their shares in favor of the Providence merger proposal and the Providence adjournment proposal, as all are parties to the Providence voting agreement, a form of which is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein, pursuant to which they agreed, among other things, to vote in favor of the Providence merger proposal and certain other matters, subject to the terms of such voting agreement. As of the close of business on [    ], 2026, the record date for the Providence special meeting, parties subject to the Providence voting agreements with Valley were entitled, in the aggregate, to vote approximately [  ]% of Providence’s issued and outstanding common stock.

Assuming a quorum is present, the affirmative vote of the holders of at least a majority of the outstanding shares of Providence common stock entitled to vote thereon at the Providence special meeting is required to approve the Providence merger proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Providence special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence merger proposal, it will have the same effect as a vote “AGAINST” the Providence merger proposal.

Assuming a quorum is present, approval of the Providence adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Providence common stock entitled to vote at the Providence special meeting. If you are a Providence shareholder who is present in person or represented by proxy at the Providence special meeting and you fail to vote on the adjournment proposal, mark “ABSTAIN” on your proxy card or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to Providence adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you are not present in person or represented by proxy at the Providence special meeting, it will have no effect on the Providence adjournment proposal.

Risk Factors (page 18)

In evaluating the merger agreement and the merger, including the issuance of shares of Valley common stock in the merger, you should carefully read this proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 18.

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RISK FACTORS

An investment by Providence’s shareholders in Valley common stock as a result of the exchange of shares of Valley common stock for shares of Providence common stock in the merger involves certain risks. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the merger and bank merger, and ownership of Valley common stock are discussed below. In addition, Valley discusses certain other material risks connected with the ownership of Valley common stock and with Valley’s business under the caption entitled “Risk Factors” appearing in its Annual Report on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that Valley has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.

Holders of Providence common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Providence special meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Valley common stock that you, as an existing holder of Providence common stock, will hold upon consummation of the merger, and could result in a significant decline in the value of Valley common stock and cause the holders of Providence common stock to lose all or part of the value of their investments in Valley common stock.

Because the market price of Valley common stock may fluctuate, holders of Providence common stock cannot be certain of the market value of the merger consideration they will receive.

In connection with the merger, each share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares, treasury shares and shares owned by Providence or Valley (other than the exception shares)) will be converted into the right to receive the cash merger consideration, consisting of $21.47 without interest, and the stock consideration, consisting of 4.3854 shares of Valley common stock. Accordingly, the market value of Valley common stock will vary from the closing price of Valley common stock on the date that parties announced the merger, on the date that this proxy statement/prospectus is mailed to Providence shareholders, and on the date of the Providence special meeting, and any change in the market price of Valley common stock prior to the completion of the merger will affect the value of the stock consideration that will be received by Providence shareholders. Stock price changes may result from a variety of factors, including, but not limited to, general market and economic conditions, changes in Valley’s business, operations, financial performance or prospects, volatility in the prices of securities in global financial markets, regulatory considerations and tax laws, many of which factors are beyond Valley’s or Providence’s control. Therefore, at the time of the Providence special meeting, Providence shareholders will not know the market value of the stock consideration to be received at the effective time. Providence shareholders should obtain current market quotations for shares of Valley stock before voting their shares at the Providence special meeting.

The market price of Valley common stock after the merger may be affected by factors different from those currently affecting the independent businesses of Valley and Providence.

Upon completion of the merger, holders of Providence common stock will become holders of Valley common stock. Valley’s business differs in important respects from that of Providence, and, accordingly, the results of operations of Valley and the market price of Valley common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Valley and Providence. For a discussion of the businesses of Valley and Providence and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this

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proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 118.

There has been no public market for Providence common stock and the lack of a public market may make it more difficult to determine the fair value of Providence common stock than if there were such a public market.

The outstanding shares of Providence common stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair value of Providence than if the outstanding shares of Providence common stock were traded publicly. The consideration to be paid to Providence shareholders in the merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Providence common stock may have traded on a public market.

Providence and Valley are expected to incur substantial costs related to the merger and integration. If the merger is not completed, Providence and Valley will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Providence and Valley has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either Providence or Valley regardless of whether or not the merger is completed. If the merger is not completed, Providence and Valley would have to recognize these expenses without realizing the expected benefits of the merger.

Combining Valley and Providence may be more difficult, costly or time consuming than expected and Valley and Providence may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Valley and Providence. To realize the anticipated benefits and cost savings from the merger, Valley and Providence must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If Valley and Providence are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

Valley and Providence have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Valley and Providence during this transition period and for an undetermined period after completion of the merger on Valley.

Valley may be unable to retain Providence personnel successfully while the merger is pending or after the merger is completed.

The success of the merger and the bank merger will depend in part on Valley’s ability to retain the talents and dedication of key employees currently employed by Providence. It is possible that these employees may decide not to remain with Providence while the merger is pending or with Valley after the merger is completed.

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If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, Valley’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Providence to hiring suitable replacements, all of which may cause Valley’s business to suffer. In addition, Valley may not be able to locate suitable replacements for any key employees who leave Valley, or to offer employment to potential replacements on reasonable terms.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on Valley following the merger.

Before the merger and the bank merger may be completed, various approvals, consents, orders, waivers and non-objections must be obtained from the Federal Reserve Board, the OCC and the Illinois DOB. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 67. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, require branch divestitures, or place restrictions on the conduct of Valley’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Valley following the merger or will otherwise reduce the anticipated benefits of the merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite the parties’ commitments to use their reasonable best efforts to promptly prepare and file all necessary documentation in connection with regulatory approvals and cooperate with each other to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither Valley, Providence, nor their respective subsidiaries is required under the terms of the merger agreement to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would, individually or in the aggregate, reasonably be likely to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole and considered on a scale relative to Providence and its subsidiaries, after giving effect to the merger. See the section entitled “The Merger—Regulatory Approvals” beginning on page 67.

Certain of Providence’s directors and executive officers may have interests in the merger that may differ from, or be in addition to, the interests of holders of Providence common stock generally.

Holders of Providence common stock should be aware that some of Providence’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Providence shareholders generally. Such interests include payments in connection with existing change in control agreements with certain executive officers of Providence and Providence Bank, Providence Bank and Valley National Bank entering into new employment agreements with certain executive officers of Providence and Providence Bank, the acceleration and settlement of certain outstanding equity awards, and the right to indemnification and insurance coverage following the consummation of the merger. The Providence board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger and merger agreement, and in recommending that shareholders approve the

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Providence merger proposal. For a more complete description of these interests, please see the section entitled “The Merger—Interests of Providence’s Directors and Executive Officers in the Merger” beginning on page 61.

Termination of the merger agreement could negatively affect Providence or Valley.

If the merger is not completed for any reason, including as a result of Providence shareholders failing to approve the Providence merger proposal, there may be various adverse consequences. For example, Valley or Providence’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Valley common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Providence may be required to pay a termination fee of $11,115,000 to Valley. See the section entitled “The Merger Agreement—Termination Fee” on page 90 for a complete discussion of the circumstances under which any such termination fee will be required to be paid.

Providence will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Providence. These uncertainties may impair Providence’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Providence to seek to change existing business relationships with Providence. In addition, subject to certain exceptions, Providence has agreed to operate its business in the ordinary course prior to closing, and not to take certain actions which could cause Providence to be unable to pursue other beneficial opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 79 for a description of the restrictive covenants applicable to Valley and Providence.

The shares of Valley common stock to be received by holders of Providence common stock as a result of the merger will have different rights from the shares of Providence common stock.

In the merger, holders of Providence common stock will become holders of Valley common stock and while their rights as shareholders will be governed by New Jersey law, their rights as shareholders of Valley will be governed by the governing documents of Valley. The rights associated with Valley common stock are different from the rights associated with Providence common stock. See the section entitled “Comparison of Shareholders’ Rights” beginning on page 103 for a discussion of the different rights associated with Valley common stock.

Holders of Providence common stock will have a reduced ownership and voting interest in Valley after the merger and will exercise less influence over management.

Holders of Providence common stock currently have the right to vote in the election of the board of directors and on other matters affecting Providence. When the merger is completed, holders of Providence common stock will become holders of Valley common stock, with a percentage ownership of Valley that is smaller than the holder’s percentage ownership of Providence. Based on the number of shares of Valley and Providence common stock outstanding as of the close of business on the record date, and based on the number of shares of Valley common stock expected to be issued in the merger, the former holders of Providence common stock, as a group, are estimated to own approximately [    ] percent ([  ]%) of the fully diluted shares of Valley immediately after the merger. Because of this, holders of Providence common stock will have less influence on the management and policies of Valley than they now have on the management and policies of Providence.

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Holders of Providence common stock have appraisal rights and dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. If the merger agreement is adopted by Providence shareholders, Providence shareholders who vote against the approval of the merger agreement and who properly demand payment of the fair value of their shares of Providence common stock under the applicable provisions of the IBCA will be entitled to appraisal rights in connection with the merger under the applicable provisions of the IBCA. Neither Providence nor Valley can predict the number of Providence shareholders who will seek payment of fair cash value of their shares. See the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 69.

The merger agreement limits Providence’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire Providence.

The merger agreement contains “no shop” covenants that restrict Providence’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to, engage or participate in any negotiations with any person concerning, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any acquisition proposal, subject to certain exceptions, or, during the term of the merger agreement, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement relating to any acquisition proposal (whether written or oral, binding or nonbinding).

The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, Providence may be required to pay to Valley a cash termination fee equal to $11,115,000. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 90.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Providence from considering or proposing that acquisition.

The merger agreement subjects Providence to certain restrictions on its business activities prior to the effective time.

The merger agreement subjects Providence to certain restrictions on its business activities prior to the effective time. Subject to certain specified exceptions, the merger agreement obligates Providence to, and to cause each of its subsidiaries to, (a) conduct its business in the ordinary course in all material respects consistent with past practice, (b) use commercially reasonable best efforts to maintain and preserve intact its business organization, and relationships with employees, customers, and governmental entities, and advantageous business relationships and (c) take no action that would be reasonably expected to adversely affect or materially delay the ability to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or the ability of Providence to perform its covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement on a timely basis. These restrictions could prevent Providence from pursuing certain business opportunities that arise prior to the effective time. See the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Completion of the Merger” beginning on page 79.

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The opinion of Providence’s financial advisor delivered to the Providence board of directors prior to the signing of the merger agreement will not reflect changes in circumstances occurring after the date of such opinion.

The opinion of Providence’s financial advisor was delivered on, and dated, August 24, 2026. Changes in the operations and prospects of Valley and Providence, general market and economic conditions and other factors which may be beyond the control of Valley and Providence may have altered the value of Valley or Providence or the price of shares of Valley common stock as of the date of this proxy statement/prospectus, or may alter such values and price by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of the opinion. See the section entitled “The Merger—Opinion of Providence’s Financial Advisor” beginning on page 43.

Risks Relating to Valley’s Business

You should read and consider risk factors specific to Valley’s business that will also affect Valley after the merger. These risks are described in the sections entitled “Risk Factors” in Valley’s Annual Report on Form 10-K most recently filed with the SEC and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements regarding the merger between Valley and Providence; future financial and operating results; benefits and synergies of the transaction; future opportunities for the surviving corporation; the issuance of common stock of Valley contemplated by the merger agreement; the expected timing of the closing of the merger; the ability of the parties to complete the merger considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the federal securities laws, including the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, oral or written forward-looking statements may also be included in other information released to the public. Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates, and projections about Valley and Providence or related to the merger and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

These forward-looking statements may include information about the surviving corporation’s possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for credit losses, provision for taxes, effective tax rate, earnings per share and cash flows and the surviving corporation’s future capital expenditures and dividends, future financial condition and changes therein, including changes in the surviving corporation’s loan portfolio and allowance for credit losses, changes in deposits, borrowings and the investment securities portfolio, future capital structure or changes therein, as well as the plans and objectives of management for the surviving corporation’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on the surviving corporation’s operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors relating to the merger discussed under the caption entitled “Risk Factors” beginning on page 18 and the factors previously disclosed in Valley’s reports filed with the SEC and incorporated by reference into this proxy statement/prospectus, which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance:

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Additional factors that could cause results to differ materially from those described above can be found in Valley’s filings with the SEC that are incorporated by reference into this proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information.”

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus and are based on information available at that time. Neither Valley nor Providence assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that

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occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Valley or Providence update one or more forward-looking statements, no inference should be drawn that Valley or Providence will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Valley has filed with the SEC as described under “Where You Can Find More Information” beginning on page 118.

Valley and Providence expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

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COMPARATIVE STOCK PRICES AND DIVIDENDS

Valley

The following table shows (1) the market value of Valley common stock at the close of business on August 24, 2026, the last trading day prior to the announcement of the merger, and as of the most recent practicable date preceding the date of this proxy statement/prospectus, and (2) the equivalent pro forma value of a share of Providence common stock at such date based on the value of the merger consideration.

For illustration purposes only, if the merger occurs and assuming there are [   ] shares of Providence common stock issued and outstanding at the closing of the merger (including [   ] shares of Providence common stock issued and outstanding pursuant to Providence in-the-money stock options) and the price per share of Valley common stock received in the merger is equal to $[   ], which was the closing price per share of Valley common stock on [    ], 2026, then Providence shareholders will receive 4.3854 shares of Valley common stock with a value of $[   ] (before adjusting for fractional shares) plus $21.47 cash per share not including interest for each share of Providence common stock.

As approved by Valley’s board of directors, Valley declared and paid a $0.11 per share dividend to holders of Valley common stock for the four fiscal quarters of 2023, 2024 and 2025 and the first three fiscal quarters of 2026. On October 20, 2026, Valley announced it had declared a $0.11 per share dividend to holders of Valley common stock for the fourth fiscal quarter of 2026, payable on January 4, 2026, to shareholders of record as of December 15, 2026.

Valley intends to continue to pay regular quarterly cash dividends on its common stock in the fourth fiscal quarter of 2026 and following the merger, when, as and if declared by Valley’s board of directors out of funds legally available for that purpose and subject to regulatory restrictions. Except as described herein, no dividends payable in the future have been declared by Valley’s board of directors.

Valley’s dividend policy may change with respect to the payment of dividends as a return on investment, and Valley’s board of directors may change or eliminate the payment of future dividends at its discretion, without notice to Valley’s shareholders. There can be no assurance that Valley will continue to pay dividends in the future. Future dividends on Valley’s common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to the common stock and other factors deemed relevant by the board of directors of Valley.

Providence

There is no established public trading market for the shares of Providence common stock, and no market for Providence common stock is expected to develop if the merger does not occur. No registered broker/dealer

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makes a market in the Providence common stock, and no shares of such stock are listed for trading or quoted on any stock exchange or automated quotation system. As of the Providence record date, there were approximately [    ] holders of record of Providence common stock.

The following table shows, for the periods indicated, the high and low sales prices per share for Providence common stock, to the extent management of Providence is aware of such sales, as well as per share dividends paid by Providence on its common stock. Shares of Providence common stock are traded by individuals on a personal basis, are infrequent in nature, and Providence may not become aware of all trades in its common stock or the prices at which such trades are completed. The prices shown on the table below are the result of limited transactions, including transactions involving Providence, and may not have been representative of the actual fair market value of Providence common stock at the time of the respective transactions. Providence has historically paid regular annual dividends on its common stock as depicted in the table below. However, Providence is not legally required to pay such dividends.

Providence’s shareholders are entitled to receive dividends out of legally available funds when, as and if declared by the Providence board of directors, in its sole discretion. As an Illinois corporation, Providence is subject to certain restrictions on dividends under the IBCA. Generally, an Illinois corporation may pay dividends to its shareholders out of its surplus (the excess of its assets over its liabilities and stated capital) unless the corporation is insolvent or the payment of the dividend would render the corporation insolvent. Federal and state banking laws and regulations and state corporate laws restrict the amount of dividends we may declare and pay and that Providence Bank may declare and pay to Providence.

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THE PROVIDENCE SPECIAL MEETING

This section contains information for Providence shareholders about the Providence special meeting. Providence is mailing or otherwise delivering this proxy statement/prospectus to you, as a Providence shareholder, on or about [    ], 2026. This proxy statement/prospectus is also being delivered to Providence shareholders as Valley’s prospectus for its offering of Valley common stock in connection with the merger. This proxy statement/prospectus is accompanied by a notice of the Providence special meeting and a proxy that the Providence board of directors is soliciting for use by Providence shareholders at the Providence special meeting and at any adjournments or postponements of the Providence special meeting. References to “you” and “your” in this section are to Providence shareholders.

Date, Time and Place of the Meeting

The Providence special meeting will be held in person on [    ], 2026 at [  ], Central Time, at [  ]. If you hold your shares of Providence common stock in your name as a shareholder of record, you may attend the Providence special meeting and cast your vote in person at the Providence special meeting at any time before the closing of the polls at the Providence special meeting.

Matters to Be Considered

At the Providence special meeting, holders of Providence common stock will be asked to consider and vote on the following proposals:

Recommendation of Providence’s Board of Directors

The Providence board of directors has unanimously approved the merger agreement and determined that the merger and the bank merger are advisable and in the best interests of Providence and its shareholders.

Accordingly, the Providence board of directors recommends that Providence shareholders vote as follows:

Holders of Providence common stock should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement. For a more detailed discussion of the Providence board of directors’ recommendation, see the section entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors” beginning on page 40.

Completion of the merger is conditioned upon the approval of the Providence merger proposal, but is not conditioned upon the approval of the Providence adjournment proposal.

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Record Date; Shareholders Entitled to Vote

The Providence board of directors has set [    ], 2026, as the record date for the Providence special meeting. Only record holders of Providence common stock at the close of business on the record date will be entitled to notice of, to attend and to vote at, the Providence special meeting and any adjournments or postponements thereof. At the close of business on the record date, there were [   ] shares of Providence common stock outstanding and entitled to vote at the Providence special meeting held by [   ] record holders.

At the Providence special meeting, each share of Providence common stock is entitled to one (1) vote on all matters properly submitted to holders of Providence common stock.

Voting by Providence’s Directors and Executive Officers

At the close of business on the record date for the Providence special meeting, directors of Providence and Providence Bank and their affiliates were entitled to vote approximately [   ] shares of Providence common stock, representing approximately [   ]% of the shares of Providence common stock outstanding on the record date.

Each of the directors of Providence and Providence Bank, in their capacities as shareholders, have individually entered into voting agreements with Valley pursuant to which they agreed to vote their beneficially owned shares of Providence common stock in favor of the Providence merger proposal and certain related matters and against alternative transactions. For further information, see the section entitled “The Merger Agreement—Voting Agreements” beginning on page 91.

Quorum and Adjournment

No business may be transacted at the Providence special meeting unless a quorum is present. Holders of a majority of the outstanding shares of Providence common stock entitled to vote at the Providence special meeting must be present, either in person or represented by proxy, to constitute a quorum. If you do not submit a proxy before the Providence special meeting or otherwise vote at the Providence special meeting, your shares of Providence common stock will not be counted toward a quorum. Abstentions are considered present for purposes of establishing a quorum.

Under the Providence bylaws, if a quorum is not present at the Providence special meeting, the Providence shareholders entitled to vote, present in person or represented by proxy, have the power to adjourn the meeting, without further notice other than an announcement at the meeting, to such time and place as may be determined by the Providence board of directors or by the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting, until a quorum is present.

All shares of Providence common stock represented at the Providence special meeting, including shares of Providence common stock that are represented but that abstain and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum.

Participation in the Providence special meeting in accordance with the instructions provided above will constitute presence in person at the Providence special meeting.

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

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The required votes to approve the Providence proposals are as follows:

Merger proposal:

Adjournment proposal:

Attending the Special Meeting

If you are a holder of record of Providence common stock on the record date, you will be able to attend and vote at the Providence special meeting and vote during the meeting. Each person attending the Providence special meeting must present a valid, government-issued form of identification in order to be admitted to the Providence special meeting. Each shareholder attending also must provide proof of ownership of shares of Providence common stock as of the record date. If you are a record holder, proof of ownership will be established by Providence’s verification of your name against Providence’s list of record holders as of the record date.

If you hold Providence common stock through a broker, bank, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. Due to space limitations, attendance is limited to shareholders and persons holding valid legal proxies from those shareholders. Admission to the Providence special meeting is on a first-come, first-served basis.

If you hold your shares through a bank, broker, trustee or other nominee and you do not want to attend the Providence special meeting, please contact the respective entity for instructions on how to vote your shares of Providence common stock at the Providence special meeting. Cameras, recording devices, and other electronic devices are not permitted.

Even if you plan to attend the Providence special meeting, Providence recommends that you vote your shares in advance by proxy as described below so that your vote will be counted if you later decide not to or become unable to attend the Providence special meeting.

Voting and Revocation of Proxies

Proxies, in the form enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which

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voting instructions are not specified will be voted “FOR” the Providence merger proposal and “FOR” the Providence adjournment proposal. The proxy also grants authority to the persons designated in such proxy to vote in accordance with their own judgment if an unscheduled matter is properly brought before the Providence special meeting. The Providence board of directors has appointed Steven Van Drunen and Peter Huizenga, Jr. to serve as the proxies for the Providence special meeting.

If you hold your shares of Providence common stock in your name as a shareholder of record, you may attend the Providence special meeting and cast your vote in person at the Providence special meeting at any time before the closing of the polls at the Providence special meeting.

A holder of Providence common stock of record may revoke a previously delivered proxy at any time before it is voted at the Providence special meeting by:

If you hold your shares of Providence common stock through a bank, broker, trustee or other nominee, you should contact your bank, broker, trustee or other nominee to change your vote.

Attending the Providence special meeting without voting in person will not revoke your proxy. A revocation or later-dated proxy received by Providence after the vote will not affect the vote. Written notices of revocation and other communications about revoking your proxy card should be addressed to:

Providence Financial Corporation

630 East 162nd Street

South Holland, Illinois 60473

Attn: Corporate Secretary

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

If the Providence special meeting is postponed or adjourned, it will not affect the ability of holders of Providence common stock of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Dissenters’ Rights

Providence shareholders are entitled to dissenters’ rights with respect to the Providence merger proposal. These dissenters’ rights are conditioned on strict compliance with requirements of the applicable provisions of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”). Please see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger,” and the full text of the applicable provisions of the IBCA, which are reproduced in full in Annex D to this proxy statement/prospectus.

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Solicitation of Proxies

The Providence board of directors is soliciting proxies for the Providence special meeting from holders of shares of Providence common stock entitled to vote at such special meeting. Providence is responsible for its expenses incurred in preparing, assembling, printing, and mailing this proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, directors and officers of Providence intend to solicit proxies personally or by telephone or other means of communication. The directors and officers of Providence will not be additionally compensated for any such solicitation. Providence will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners.

Other Matters to Come Before the Providence Special Meeting

Providence management knows of no other business to be presented at the Providence special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Providence board of directors’ recommendations.

Assistance

If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, please contact Kevin L. Botma at 708-404-9516 or [email protected].

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PROVIDENCE PROPOSALS

Proposal 1: Providence Merger Proposal

Providence is asking holders of Providence common stock to approve the merger agreement and the transactions contemplated thereby, including the merger. Holders of Providence common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Providence board of directors unanimously (i) determined that the merger and the bank merger are advisable and in the best interests of Providence and its shareholders, (ii) adopted and approved the merger agreement and the transactions contemplated thereby, (iii) authorized the execution of the merger agreement, (iv) directed that the merger agreement be submitted to the holders of Providence common stock for approval and (v) recommended approval of the merger agreement and the transactions contemplated thereby by the holders of Providence common stock. See the section entitled “The Merger—Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors” for a more detailed discussion of the recommendation of the Providence board of directors.

Approval of the Providence merger proposal is a condition to the completion of the merger. If the Providence merger proposal is not approved, the merger will not occur. For a detailed discussion of the terms and conditions of the merger, see the section entitled “The Merger—Terms of the Merger.”

Vote Required for Approval

Approval of the Providence merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Providence common stock entitled to vote on the proposal. If you are a Providence shareholder and mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the Providence special meeting on the Providence merger proposal, or if you fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Recommendation of the Providence Board of Directors

THE PROVIDENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROVIDENCE MERGER PROPOSAL.

Proposal 2: Providence Adjournment Proposal

The Providence special meeting may be adjourned or postponed, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment or postponement to approve the Providence merger proposal.

If, at the Providence special meeting, the number of shares of Providence common stock present or represented by proxy and voting in favor of the Providence merger proposal is insufficient to approve the Providence merger proposal, Providence intends to move to adjourn the Providence special meeting to enable the Providence board of directors to solicit additional proxies for approval of the Providence merger proposal. In that event, Providence will ask holders of Providence common stock to vote on the Providence adjournment proposal, but not the Providence merger proposal.

In this proposal, Providence is asking holders of Providence common stock to authorize the holder of any proxy solicited by the Providence board of directors, on a discretionary basis, to vote in favor of adjourning or

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postponing the Providence special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment or postponement to approve the Providence merger proposal, including the solicitation of proxies from holders of Providence common stock who have previously voted. Under the Providence bylaws, if a quorum is not present at the Providence special meeting, the Providence shareholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the Providence special meeting by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting, without notice other than announcement at the Providence special meeting, until a quorum shall be present or represented. The approval of the Providence adjournment proposal by holders of Providence common stock is not a condition to the completion of the merger.

Vote Required for Approval

The vote on the Providence adjournment proposal is a vote separate and apart from the vote on the Providence merger proposal. Accordingly, if you are a holder of Providence common stock, you may vote to approve the Providence merger proposal and vote not to approve the Providence adjournment proposal, and vice versa. The approval of the Providence adjournment proposal by holders of Providence common stock is not a condition to the completion of the merger.

Assuming a quorum is present, approval of the Providence adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Providence common stock present in person or represented by proxy at the Providence special meeting and entitled to vote. If you are a Providence shareholder who is present in person or represented by proxy at the Providence special meeting and you mark “ABSTAIN” on your proxy, fail to vote on the Providence adjournment proposal or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Providence adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you are not present in person or represented by proxy at the Providence special meeting, it will have no effect on the Providence adjournment proposal.

Recommendation of the Providence Board of Directors

THE PROVIDENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROVIDENCE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT VALLEY

Valley National Bancorp

One Penn Plaza

New York, New York 10119

Telephone: (973) 305-8800

Founded in 1927, Valley National Bancorp is a registered bank holding company and financial holding company with the Federal Reserve under the Bank Holding Company Act of 1956, headquartered in Morristown, New Jersey. At June 30, 2026, Valley had consolidated total assets of $66.3 billion, total net loans of $51.9 billion, total deposits of $54.1 billion and total shareholders’ equity of $7.9 billion. Valley’s principal subsidiary, Valley National Bank, has been chartered as a national banking association under the laws of the United States since 1927 and as of June 30, 2026, has more than 220 branch locations and commercial offices nationwide and serves clients across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona. Valley, through Valley National Bank and its subsidiaries, offers a full suite of national and regional banking solutions through various commercial, private banking, retail, insurance and wealth management financial services products. Valley provides personalized service and customized solutions to assist its customers with their financial service needs. Valley’s solutions include, but are not limited to, traditional consumer and commercial deposit and lending products, commercial real estate financing, asset-based loans, small business loans, equipment financing, insurance and wealth management solutions, and personal financing solutions, such as residential mortgages, home equity loans and automobile financing.

Valley’s common stock is traded on the NASDAQ under the symbol “VLY.”

Valley’s principal executive office is located at One Penn Plaza, New York, New York 10119 and its telephone number at that location is (973) 305-3380. Valley’s website is https://www.valley.com/. The information on Valley’s website is not part of this proxy statement/prospectus, and the references to the Valley website address do not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.

Additional information about Valley and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 118.

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INFORMATION ABOUT PROVIDENCE

Providence Financial Corporation 630 East 162nd Street

South Holland, Illinois 60473

Telephone: (888) 923-5664

Providence Financial Corporation is a one-bank holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956. Established in 2014 and headquartered in South Holland, Illinois, Providence had consolidated total assets of approximately $1.6 billion, total net loans of $1.1 billion, total deposits of $1.3 billion, and total shareholders’ equity of $194.9 million as of June 30, 2026.

Providence conducts its banking operations primarily through its wholly owned subsidiary, Providence Bank & Trust (“Providence Bank”), an Illinois-chartered, nonmember commercial bank that commenced operations in 2004. Providence Bank operates across two states, maintaining fifteen (15) offices across greater Chicago, Illinois and northwest Indiana, including its main office in South Holland, Illinois. The bank’s branch network includes eight offices in Cook County, Illinois, three offices in DuPage County, Illinois, one office in Will County, Illinois, and three offices in Lake County, Indiana.

Providence is a privately held corporation, and the outstanding shares of Providence common stock are not traded on any public market.

Providence’s principal executive office is located at 630 East 162nd Street, South Holland, Illinois 60473, and its telephone number at that location is (888) 923-5664. Providence’s website address is https://www.providence.bank/. The information on Providence’s website is not part of this proxy statement/prospectus, and the references to the Providence website address do not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.

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THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about Valley into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 118.

Terms of the Merger

Each of Valley’s and Providence’s respective board of directors has approved the merger agreement. The merger agreement provides that Providence will merge with and into Valley, with Valley as the surviving corporation. Following the completion of the merger, Providence Bank, a bank chartered under the laws of the State of Illinois and a wholly owned bank subsidiary of Providence, will merge with and into Valley National Bank, a national banking association and a wholly owned bank subsidiary of Valley, with Valley National Bank as the surviving bank.

Under the terms and subject to the conditions set forth in the merger agreement, holders of Providence common stock receive (i) $21.47 without interest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock (the aggregate consideration described in clauses (i) and (ii), the “merger consideration”) for each share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares and shares of Providence common stock owned by Providence as treasury stock or otherwise owned by Providence or Valley (in each case other than Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted)).

No fractional shares of Valley common stock will be issued in the merger, and holders of Providence common stock who would otherwise be entitled to receive a fractional share will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share (after taking into account all shares of Providence common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would otherwise be entitled to receive.

Holders of Providence common stock are being asked to approve the merger and the merger agreement. See the section entitled “The Merger Agreement” beginning on page 73 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

From time to time and on a regular basis, the Providence board of directors has reviewed and discussed its long-term strategies and objectives, considering various alternatives to enhance Providence’s shareholder value, performance and prospects in light of competitive factors, geography, risk appetite and other relevant factors, including ongoing consolidation in the financial services industry.

The strategic alternatives considered by Providence included continued organic growth, registration as a public-reporting company, selling to a larger company, acquiring a smaller company, or merging with a similarly

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sized company. Keefe, Bruyette & Woods Inc. (“KBW”) and other investment banking firms have periodically assisted Providence with its evaluation of the merits of each alternative.

In the second half of 2025, Providence held discussions with several investment banking firms regarding Providence’s strategic alternatives, including a sale of Providence. On January 27, 2026, the Providence board considered three investment banking firms as financial advisor to Providence in connection with a potential sale of Providence and authorized the engagement by Providence of KBW.

In late April and May, 2026, in accordance with Providence’s directives, KBW contacted twelve financial institutions identified as potential buyers of Providence. In June and July, 2026, two rounds of bidding occurred. On July 15, 2026, a 45-day exclusivity agreement was signed with Valley providing a 45-day period to negotiate a mutually agreeable merger agreement.

On July 28, 2026 the Providence board of directors agreed to continue preliminary discussions about a potential strategic combination with Valley. On July 28, 2026, Valley’s outside legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), sent an initial draft of the merger agreement to Providence’s outside legal counsel, Dickinson Wright LLP (“Dickinson Wright”). Between July 28, 2026 and August 24, 2026, representatives of Valley and Providence, with the assistance of representatives of Wachtell Lipton, on behalf of Valley, and Dickinson Wright and KBW, on behalf of Providence, negotiated the specific terms of the merger agreement and the related ancillary documents.

On August 24, 2026 a special meeting of the Providence board of directors was held to discuss the proposed merger agreement with Valley, Providence’s due diligence report on Valley, KBW’s financial presentation, and the proposed voting agreement with Valley. The Providence board also reviewed the negotiation history of the exchange ratio, including discussions with Valley regarding price, structure and key terms. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Providence board of directors an opinion, dated August 24, 2026, as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Providence common stock of the merger consideration (defined in KBW’s opinion as the cash merger consideration and the stock consideration, taken together) in the proposed merger. After deliberation, the Providence board of directors determined that the merger and the merger agreement were advisable, fair to, and in the best interests of, Providence and its shareholders, adopted the merger agreement and approved the merger and related transactions and recommended the approval of the merger agreement by Providence shareholders.

Also on August 24, 2026, the Valley board of directors met and approved the proposed transaction and the entry into the merger agreement by Valley.

On the evening of August 24, 2026, Providence and Valley executed the merger agreement.

The transaction was announced the morning of August  25, 2026, before the opening of the financial markets in New York, in a press release jointly issued by Valley and Providence.

Providence’s Reasons for the Merger; Recommendation of the Providence Board of Directors

The Providence board of directors believes that partnering with Valley will maximize the long-term value of its shareholders’ investment in Providence, and that the merger will provide the combined company with additional resources necessary to compete and expand more effectively in Illinois and Indiana.

In reaching a determination to adopt the merger agreement and approve the transactions contemplated thereby, including the merger, and recommend approval thereof by Providence’s shareholders, the Providence board of directors considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Providence and its shareholders. The Providence board of directors evaluated the

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merger and the merger agreement, in consultation with Providence’s executive management, as well as Providence’s legal and financial advisors, and identified the following factors and benefits of the merger that, among others, the Providence board of directors believes generally support its determination and recommendation:

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The Providence board of directors also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

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The foregoing discussion of information and factors considered by the Providence board of directors is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated thereby, the Providence board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Providence board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors than other members gave to such factors.

The Providence board of directors unanimously recommends that Providence shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the Providence adjournment proposal.

Each of the Providence directors has entered into a voting agreement with Valley, pursuant to which such director has agreed to vote in favor of the merger agreement at the Providence special meeting in his or her capacity as a shareholder of Providence. For more information regarding the voting agreements, please see the section entitled “The Merger Agreement—Voting Agreements” beginning on page 91.

Opinion of Providence’s Financial Advisor

Providence engaged KBW to render financial advisory and investment banking services to Providence, including an opinion to the Providence board of directors as to the fairness, from a financial point of view, to the common shareholders of Providence of the merger consideration in the proposed merger. Providence selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Providence board of directors held on August 24, 2026, at which the Providence board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Providence board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration (defined in KBW’s opinion as the cash consideration and the stock consideration, taken together) in the proposed merger was fair, from a financial point of view, to the holders of Providence common stock. The Providence board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

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KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Providence board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to the holders of Providence common stock. It did not address the underlying business decision of Providence to engage in the merger or enter into the merger agreement or constitute a recommendation to the Providence board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Providence common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, support, or shareholders’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Providence and Valley and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Providence and Valley regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by Providence, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with Providence.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Providence as to the reasonableness and achievability of the financial and operating forecasts and projections of Providence referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of Providence, upon Valley management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Valley and the assumed Valley long-term growth rates, all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information represented reasonable estimates and that the forecasts and projections reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of Providence and Valley that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Valley referred to above, was based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the managements of Providence and Valley and with the consent of the Providence board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Providence or Valley since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses and KBW assumed, without independent verification and with Providence’s consent, that the aggregate allowances for credit losses for each of Providence and Valley are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Providence or Valley, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did

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KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Providence or Valley under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by Providence and Valley of their respective loans and owned securities as either held to maturity or held for investment, on the one hand, or available or held for sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the parties’ respective financial statements, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Providence that Providence relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Providence, Valley, the merger and any related transactions, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration to the holders of Providence common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transactions (including the bank merger or the redemption by Providence of the outstanding preferred stock of Providence immediately prior to the effective time), including without limitation, the form or structure of the merger or any such related transactions (including the form or structure of the merger consideration or the allocation thereof between cash and stock), the treatment of the outstanding preferred stock of Providence in connection with the merger, any consequences of the merger or any such related transactions to Providence, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, charitable foundation or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they

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existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There is currently significant volatility in the stock and other financial markets arising from global tensions and political division, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Providence and Valley. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Providence board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Providence board of directors with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Providence and Valley and the decision of Providence to enter into the merger agreement was solely that of the Providence board of directors.

The following is a summary of the material financial analyses presented by KBW to the Providence board of directors in connection with its opinion. The summary is not a complete description of the financial analyses

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underlying the opinion or the presentation made by KBW to the Providence board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an indicative merger consideration value of $83.57 per outstanding share of Providence common stock, or an implied aggregate transaction value for the proposed merger of approximately $247.7 million (inclusive of the implied transaction value of in-the-money Providence stock options), based on the sum of the cash consideration and the implied value of the stock consideration derived by multiplying the 4.3854x exchange ratio provided for in the merger agreement by the closing price of Valley common stock on August 21, 2026. In addition to the financial analyses described below, KBW reviewed with the Providence board of directors for informational purposes, among other things, the implied transaction multiple for the proposed merger (based on the indicative merger consideration value of $83.57 per outstanding share of Providence common stock) of 9.9x Providence’s estimated calendar year 2026 earnings per share (“EPS”) using financial forecasts and projections of Providence provided by Providence management.

Providence Selected Companies Analysis #1. Using publicly available information, KBW compared the financial performance and financial condition of Providence to 15 selected major exchange-traded banks headquartered in the Midwest region of the U.S. (defined as Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin) with total assets between $500 million and $4 billion. KBW also reviewed the market performance of the selected companies. Mutual holding companies and merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of the selected companies taken from consensus “street estimates” for the selected companies to the extent publicly available (consensus “street estimates” were not publicly available for six of the selected companies). Where consolidated holding company level financial data for Providence and the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Data necessary to calculate CET1 Ratio and Total Capital Ratio was not available for Providence and two of the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Providence’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

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KBW’s analysis showed the following concerning the financial performance of Providence and the selected companies:

KBW’s analysis showed the following concerning the financial condition of Providence and the selected companies to the extent publicly available:

In addition, KBW’s analysis showed the following concerning the market performance of the selected companies to the extent publicly available:

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No company used as a comparison in the above selected companies analysis is identical to Providence. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Providence Selected Companies Analysis #2. Using publicly available information, KBW compared the financial performance and financial condition of Providence to 20 selected major exchange-traded U.S. banks with total assets between $750 million and $2.5 billion and CRE / TRBC ratios above 300%. KBW also reviewed the market performance of the selected companies. Mutual holding companies and merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the latest 12 months available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of the selected companies taken from consensus “street estimates” for the selected companies to the extent publicly available (consensus “street estimates” were not publicly available for six of the selected companies). Where consolidated holding company level financial data for Providence and the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Data necessary to calculate CET1 Ratio and Total Capital Ratio was not available for Providence and three of the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Providence’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Providence and the selected companies:

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KBW’s analysis showed the following concerning the financial condition of Providence and the selected companies to the extent publicly available:

In addition, KBW’s analysis showed the following concerning the market performance of the selected companies to the extent publicly available (excluding the impact of the LTM EPS multiples of three of the selected companies, which multiples were considered not meaningful because they were less than 0.0X or greater than 30.0x, and excluding the impact of the LTM dividend payout ratio of one of the selected companies, which ratio was considered not meaningful because it was greater than 100.0%):

No company used as a comparison in the above selected companies analysis is identical to Providence. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Valley Selected Companies Analysis #1. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Valley to 26 selected major exchange-traded U.S. banks with total assets between $30 billion and $100 billion. Mutual holding companies, merger targets and banks headquartered in Puerto Rico were excluded from the selected companies.

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The selected companies were as follows (shown by column in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the latest 12 months available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of Valley and the selected companies taken from publicly available consensus “street estimates.” Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in Valley’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Valley and the selected companies:

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KBW’s analysis showed the following concerning the financial condition of Valley and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of Valley and the selected companies (excluding the impact of the LTM EPS multiples, the estimated 2026 EPS multiples and the LTM dividend payout ratios for two of the selected companies, which multiples were considered not meaningful because they were less than 0.0x or greater than 30.0x and which ratios were considered not meaningful because they were less than 0.0% or greater than 100.0%):

No company used as a comparison in the above selected companies analysis is identical to Valley. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Valley Selected Companies Analysis #2. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Valley to 10 selected major exchange-traded U.S. banks with total assets above $10.0 billion and CRE / TRBC ratios over 300%. Mutual holding companies and merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

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To perform this analysis, KBW used profitability and other financial information for the latest 12 months available or as of the end of such period and market price information as of August 21, 2026. In addition, KBW used 2026 and 2027 EPS estimates of Valley and the selected companies taken from publicly available consensus “street estimates.” Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in Valley’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Valley and the selected companies:

KBW’s analysis showed the following concerning the financial condition of Valley and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of Valley and the selected companies (excluding the impact of the LTM EPS multiple and the estimated 2026 EPS multiple for one of the selected companies, which multiples were considered not meaningful because they were greater than

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30.0x, and excluding the impact of the LTM dividend payout ratios of two of the selected companies, which ratios were considered not meaningful because they were less than 0.0% or greater than 100.0%):

No company used as a comparison in the above selected companies analysis is identical to Valley. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis #1. KBW reviewed publicly available information related to 18 selected whole bank acquisitions of acquired banks headquartered in the Midwest region of the U.S. announced since January 1, 2024 with an announced deal value between $100 million and $500 million. Transactions involving credit union acquirors or mutual holding company acquirors were excluded from the selected transactions.

The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective selected transaction and, to the extent then publicly available from consensus “street estimates” or

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public investor presentations filed by the transaction parties, the one-year forward EPS estimate for the acquired company at the announcement of the respective selected transaction:

The resulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the indicative merger consideration value of $83.57 per outstanding share of Providence common stock and using historical financial information for Providence as of, or for the 12-month period ended, June 30, 2026, Valley’s tangible book value per share as of June 30, 2026 and Providence’s estimated 2027 EPS taken from financial forecasts and projections of Providence provided by Providence management.

The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples of two of the selected transactions, which multiples were considered not meaningful because they were less than 0.0x or greater than 30.0x):

No company or transaction used as a comparison in the above selected transaction analysis is identical to Providence or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis #2. KBW reviewed publicly available information related to 17 selected U.S. whole bank acquisitions announced since January 1, 2024 with an announced deal value between $100 million and $750 million and an acquired company with a CRE / TRBC ratio above 300%. Transactions involving credit union acquirors or mutual holding company acquirors were excluded from the selected transactions.

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The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective selected transaction and, to the extent then publicly available from consensus “street estimates” or public investor presentations filed by the transaction parties, the one-year forward EPS estimate for the acquired company at the announcement of the respective selected transaction:

The resulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the indicative merger consideration value of $83.57 per outstanding share of Providence common stock and using historical financial information for Providence as of, or for the 12-month period ended, June 30, 2026, Valley’s tangible book value per share as of June 30, 2026 and Providence’s estimated 2027 EPS taken from financial forecasts and projections of Providence provided by Providence management.

The results of the analysis are set forth in the following table (excluding the impact of the LTM core EPS multiples of three of the selected transactions, which multiples were considered not meaningful because they

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were less than 0.0x or greater than 30.0x, and excluding the impact of the FWD EPS multiple of one of the selected transactions, which multiple was considered not meaningful because it was less than 0.0x):

No company or transaction used as a comparison in the above selected transaction analysis is identical to Providence or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Valley and Providence to various pro forma balance sheet and income statement items of the companies. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) historical balance sheet and income statement data for Providence and Valley as of or for the 12-month period ended June 30, 2026, (ii) financial forecasts and projections of Providence provided by Providence management, and (iii) publicly available consensus “street estimates” of Valley. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Valley shareholders and Providence shareholders in the combined company based on the 4.3854x exchange ratio of the stock consideration provided for in the merger agreement and also with the implied pro forma ownership percentages of Valley shareholders and Providence shareholders in the combined company hypothetically assuming 100% stock consideration in the merger for illustrative purposes:

Providence Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Providence to estimate a range for the implied equity value of Providence. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of Providence provided by Providence management, and KBW assumed discount rates ranging from 11.5% to 15.5%. The range of values was derived

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by adding (i) the present value of the implied future excess capital available for dividends that Providence could generate over the period from December 31, 2026 through December 31, 2031 as a standalone company, and (ii) the present value of Providence’s implied terminal value at the end of such period. KBW assumed that Providence would maintain a tangible common equity to tangible asset ratio of 9.50% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Providence, KBW applied a range of 9.0x to 11.0x to Providence’s estimated 2032 earnings. This dividend discount model analysis resulted in a range of implied values per share of Providence common stock of $72.97 to $92.95.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Providence.

Valley Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Valley to estimate a range for the implied equity value of Valley. In this analysis, KBW used publicly available consensus “street estimates” for Valley and assumed long-term growth rates for Valley provided by Providence management, and KBW assumed discount rates ranging from 11.5% to 15.5%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that Valley could generate over the period from December 31, 2026 through December 31, 2031 as a standalone company, and (ii) the present value of Valley’s implied terminal value at the end of such period. KBW assumed that Valley would maintain a tangible common equity to tangible asset ratio of 8.50% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Valley, KBW applied a range of 10.0x to 12.0x Valley’s estimated 2032 earnings. This dividend discount model analysis resulted in a range of implied values per share of Valley common stock of $13.21 to $17.37.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Valley or the pro forma combined entity.

Miscellaneous. KBW acted as financial advisor to Providence in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, Providence and Valley. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Valley for its and their own respective accounts and for the accounts of its and their respective customers and clients.

Pursuant to the KBW engagement agreement, Providence agreed to pay KBW a cash fee equal to 1.25% of the aggregate consideration in the merger, $500,000 of which became payable to KBW with the rendering of its opinion and the balance of which is contingent upon the closing of the merger. Providence also has agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, KBW did not provide investment banking or financial advisory services to Providence during the two years preceding the date of its opinion. During the two years preceding the date of its opinion, KBW provided investment banking and financial advisory services to Valley and received compensation for such services. KBW acted as left bookrunning manager to Valley in connection with Valley’s May 2026 offering of subordinated notes. KBW may in the future provide investment banking and financial advisory services to Providence or Valley and receive compensation for such services.

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Certain Unaudited Prospective Financial Information

Valley and Providence do not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. However, Providence is including in this proxy statement/prospectus certain unaudited prospective financial information that was made available by Providence to KBW for the purpose of KBW performing financial analyses in connection with its opinion to the Providence board of directors, as described above under the section entitled “The Merger—Opinion of Providence’s Financial Advisor.” This unaudited prospective financial information was prepared solely by the Providence executive management team and was not prepared, provided to, reviewed or approved by Valley management or the Valley board of directors. By inclusion of this information, the respective managements and boards of directors of Valley and Providence and Providence’s financial advisor, assume no responsibility for the unaudited prospective financial information. The inclusion of this information should not be regarded as an indication that any of Valley, Providence, KBW, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

The information regarding Providence below was prepared solely by Providence management for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made solely by Providence management with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Providence’s business, all of which are difficult to predict and many of which are beyond Providence’s control. The unaudited prospective financial information of Providence reflects both assumptions solely by Providence management as to certain business decisions that are subject to change and, in many respects, subjective judgment solely by Providence management, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. No assurance can be given that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Providence’s business, industry performance, general business and economic conditions, competition, customer requirements and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled “Risk Factors” beginning on page 18 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 24.

The unaudited prospective financial information was not prepared by Providence management with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, the prevailing practices in the banking industry, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Valley’s and Providence’s respective historical GAAP financial statements. Neither Valley’s nor Providence’s independent public accountants nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. No assurance can be given that, had the unaudited prospective financial information been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Neither Valley nor Providence intends to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect

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changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects of the merger and does not attempt to predict or suggest future results of the surviving company. The unaudited prospective financial information of Providence is presented strictly on a standalone basis and does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the surviving company as a result of the merger, the effect on Providence of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Providence of any possible failure of the merger to occur.

None of Valley, Providence, KBW, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Valley or Providence or other persons regarding Providence’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to vote for the Providence merger proposal, but is being provided solely because it was made available to KBW in connection with the merger.

In light of the foregoing, and considering that the Providence special meeting will be held many months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Providence shareholders are cautioned not to place unwarranted reliance on such information, and all Providence shareholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of Valley’s and Providence’s respective businesses, as well as Valley’s most recent SEC filings for a description of its reported financial results. See the section entitled “Where You Can Find More Information” beginning on page 118.

In performing financial analyses with respect to Providence, KBW used the following for 2026 and 2027: projected 2026 net income of $23.8 million and projected December 31, 2026 total assets of $1.6 billion prepared by Providence management and estimated net income of $25.0 million for the fiscal year ending December 31, 2027 based on applying an assumed 5.0% growth rate provided by Providence management to projected 2026 net income.

The following table presents certain unaudited prospective financial information regarding Providence for the years ending 2026 and 2027, which KBW used at the direction of Providence management in the financial analyses performed in connection with KBW’s opinion:

Interests of Providence’s Directors and Executive Officers in the Merger

In considering the recommendation of the Providence board of directors that you vote “FOR” approval of the Providence merger proposal and the Providence adjournment proposal, holders of Providence common stock should be aware that the directors and executive officers of Providence have interests in the merger that are different from, or in addition to, the interests of holders of Providence common stock generally. The Providence

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board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Providence shareholders vote “FOR” approval of the Providence merger proposal and the Providence adjournment proposal.

The following discussion sets forth the interests in the merger of each person serving as a director or executive officer of Providence. Except as described below, to the knowledge of Providence, the directors and executive officers of Providence do not have any substantial interest in the merger apart from their interests as shareholders of Providence. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

The Providence board of directors was aware of and considered these respective interests, among other matters, in evaluating and negotiating the merger agreement, when deciding to adopt and approve the merger agreement and in making its recommendation that Providence shareholders vote “FOR” approval of the Providence merger proposal and the Providence adjournment proposal.

Stock Ownership

At the close of business on the record date for the Providence special meeting, the directors of Providence, as a group, beneficially owned and had the power to vote a total of 532,269 shares of Providence common stock, representing approximately 18.9% of the outstanding shares. All such shares of Providence common stock beneficially owned by the directors of Providence are expected to be voted in favor of the proposal to approve the merger agreement at the Providence special meeting pursuant to the voting agreements entered into between Valley and each director of Providence. See “The Merger Agreement—Voting Agreements” beginning on page 91.

Treatment of Providence Stock Options

Each of Providence’s directors and executive officers holds Providence stock options. Upon completion of the merger, outstanding Providence stock options will be treated as follows:

At or prior to the effective time, Providence, the Providence board of directors and its compensation committee, as applicable, will adopt any resolutions and take any actions that are necessary for the treatment of the Providence stock options under the merger agreement.

Providence Executive Benefits Agreements

Providence Bank has entered into separate Executive Benefits Agreements, each dated May 20, 2025, with Steven G. Van Drunen, David A. DeGroot, Michele Madia-Bradley, Wayne Postma, Clair J. Johnson, and Kimberly Lesniak, which we refer to collectively as the Executive Benefits Agreements. Pursuant to the Executive Benefits Agreements each executive is entitled to receive a change-in-control bonus payment.

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Under the terms of the Executive Benefits Agreements, upon the earlier of (i) the effective date of a change in control (provided the executive remains continuously employed by Providence Bank through such date) or (ii) the executive’s termination of employment by Providence Bank other than for cause or by the executive for good reason, within the period beginning six (6) months prior to a change in control and ending upon the effective date of the change in control, each executive is entitled to receive a single lump-sum cash change-in-control bonus payable within five (5) days following the triggering event. The merger will constitute a change in control for purposes of the Executive Benefits Agreements. Accordingly, each executive who remains continuously employed by Providence Bank through the effective time will be entitled to receive the change-in-control bonus at that time, without any requirement of a termination of employment. The change-in-control bonus is equal to 200% (or 300% in the case of Mr. Van Drunen) of the executive’s then-current base salary, plus, in the case of a payment triggered by the occurrence of a change in control while employed, a cash equivalent amount, as determined by the Providence Bank board of directors in its sole discretion, intended to approximate the value of health continuation coverage. Payment of the change-in-control bonus is subject to repayment by the executive if the executive fails to comply with the obligations set forth in the agreement. Receipt of the change-in-control bonus and the health continuation benefits described below is conditioned on the executive delivering an executed general release of claims within 45 days following the effective date of the change in control or the termination of employment, as applicable, and not revoking that release. If an executive has received the change-in-control bonus or the health continuation benefits and fails to deliver, or revokes, the release, the executive must repay the gross amount received.

In addition, upon a termination of employment by Providence Bank other than for cause or by the executive for good reason within the period beginning six (6) months prior to a change in control and ending upon the effective date of the change in control, Providence Bank will provide the executive and eligible dependents continued coverage under Providence Bank’s medical, dental, and vision plans equivalent to active employee coverage for as long as the executive is eligible for and elects COBRA continuation coverage, with the executive paying the same cost share as active employees. These health continuation benefits will cease if the executive or dependents become eligible for comparable coverage under a subsequent employer’s plan or to the extent such coverage would result in adverse tax consequences or penalties under Section 2716 of the Public Health Service Act or Section 4980D of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

The Executive Benefits Agreements also contain Section 280G cutback provisions designed to ensure that no payments or benefits payable under the agreements, together with any other payments or benefits provided by Providence Bank or its affiliates under any other plan, agreement, or arrangement, will constitute an “excess parachute payment” under Section 280G(b) of the Code. The present value of all payments and benefits to or for the benefit of the executive that are contingent on a change in control and subject to Section 280G of the Code will not exceed an amount equal to $1.00 less than the maximum amount that Providence Bank and its affiliates may pay without loss of deduction under Section 280G(a) of the Code, with any necessary reductions executed in compliance with Section 409A of the Code. The Executive Benefits Agreements do not provide for any gross-up or reimbursement of excise or other taxes.

The Executive Benefits Agreements have an initial term of two (2) years commencing on May 20, 2025, subject to automatic 12-month extensions beginning on May 20, 2027 and on each anniversary thereafter unless either Providence Bank or the executive provides written notice of non-renewal at least four (4) months prior to the applicable anniversary date. If Providence Bank provides notice of non-renewal but a change in control occurs within four (4) months following the effective date of expiration set forth in such notice, the notice of non-renewal will be deemed ineffective and the agreement will remain in effect.

The Executive Benefits Agreements also subject each executive to customary restrictive covenants, including obligations regarding the nondisclosure of confidential information at all times during and after employment, as well as non-competition and non-solicitation restrictions during employment and for specified post-termination periods.

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Employment Agreement with Steven G. Van Drunen Following the Merger

Effective immediately following the effective time of the merger, contingent upon the closing of the merger, Mr. Van Drunen will serve as Market President of Valley Bank.

In connection with the merger, Valley Bank has entered into an employment agreement with Mr. Van Drunen, which we refer to as the Van Drunen Employment Agreement, the term of which will commence upon the effective time of the merger, and will provide for certain compensation and benefits, including severance in connection with Mr. Van Drunen’s employment following the closing of the merger. The Van Drunen Employment Agreement provides for an initial term of two (2) years commencing upon the effective time of the merger. The Van Drunen Employment Agreement will terminate automatically, with no liability to any party, if the merger agreement is terminated before the merger becomes effective or if Mr. Van Drunen is not employed by Providence Bank immediately prior to the closing of the merger.

The Van Drunen Employment Agreement provides for a base salary of $590,389 per year, eligibility to earn an annual bonus with a target incentive opportunity of 30% of base salary beginning in calendar year 2027 (and, for calendar year 2026, continued eligibility for a bonus under Providence Bank’s annual incentive plan to the extent not paid before the effective time), and eligibility to participate in Valley’s equity and/or other long-term compensation plans covering Mr. Van Drunen and similarly situated executives of Valley.

Pursuant to the terms of the Van Drunen Employment Agreement, in the event of Mr. Van Drunen’s termination of employment without cause (and other than due to death or disability) during the term of the agreement, Mr. Van Drunen would be entitled to accrued but unpaid compensation and benefits, and, subject to Mr. Van Drunen’s execution and effectiveness of a release of claims, (i) normal base salary payments that Mr. Van Drunen would have earned had he remained employed until the later of six (6) months from the termination date or the end of the employment term, and (ii) any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the termination date and, if the termination date is December 31, with respect to the year during which the termination date occurs, which shall be paid on the otherwise applicable payment date. In the event of termination for cause, disability, voluntary resignation, expiration of the agreement, or death, Mr. Van Drunen (or his legal representatives, as applicable) would be entitled only to accrued but unpaid compensation and vested benefits, with the post-termination non-competition and non-solicitation obligations continuing for the periods specified in the agreement.

The Van Drunen Employment Agreement also contains restrictive covenants relating to the nondisclosure of confidential information at all times during and after employment, as well as non-competition and non-solicitation obligations that apply during employment and for specified periods following termination of employment.

New Valley Arrangements with Other Providence Executive Officers

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Valley or any of its affiliates may enter into new individualized compensation arrangements with Valley. As of the date of this proxy statement, no compensation arrangements between such persons and Valley and/or its affiliates have been established (other than the employment agreement with Mr. Van Drunen, certain retention award agreements with Providence executives and employment agreements with certain other Providence Bank executives), although Valley has discussed with certain Valley executives the possibility of their continued service with Valley and the potential compensation terms associated therewith. Such compensation terms may include, in addition to the executive’s annual compensation opportunity, the payment of all or a portion of the severance amounts that would be due to the executive under his individual agreement with Providence upon an involuntary termination following a change in control and/or retention awards that vest based on service with Valley following the closing of the merger. Further, Providence has entered into, or expects to enter into, retention award agreements with certain employees of Providence and

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Providence Bank. Additionally, Valley Bank has entered into employment agreements with certain officers of Providence Bank who will continue their employment with Valley Bank following the closing of the merger.

Indemnification; Directors’ and Officers’ Insurance

Under the merger agreement, from and after the effective time, Valley will indemnify and hold harmless, and will advance expenses as incurred, to the fullest extent permitted by applicable law, each present and former director and officer of Providence and its subsidiaries (in each case, when acting in such capacity), to the extent such persons are entitled to indemnification as of the date of the merger agreement pursuant to Providence’s organizational documents and any indemnification agreements in effect as of the date of the merger agreement, with respect to claims arising out of matters existing or occurring at or prior to the effective time, including the transactions contemplated by the merger agreement.

In addition, at or prior to the effective time, Valley is required to purchase past acts and extended reporting period insurance coverage under Providence’s current directors’ and officers’ liability insurance policy, employment practices liability insurance policy and bankers professional liability insurance policy, or substitute policies with a substantially comparable insurer and coverage, in each case providing coverage for claims arising from facts or events occurring at or prior to the effective time or during at least the six (6) year period immediately preceding the effective time (including the transactions contemplated by the merger agreement) for a period of at least six years following the effective time. Valley will not be required to expend, on an annual basis, an amount in excess of 300% of the annual premium paid as of the date of the merger agreement for such insurance coverage (the “premium cap”). In lieu of the foregoing, Providence may, in consultation with Valley, obtain at or prior to the effective time a six-year “tail” policy under Providence’s existing directors and officers insurance policy providing equivalent coverage to the insurance coverage described above, provided that the aggregate cost for such tail policy does not exceed the premium cap. If Valley or Providence purchases such a tail policy, Valley is required to maintain the tail policy in effect for its full term and honor all obligations thereunder; provided, however, that if the tail policy is terminated by the insurance provider, Valley must use its commercially reasonable efforts to obtain and maintain a replacement tail policy on terms and conditions providing substantially equivalent benefits as the terminated tail policy, for an aggregate cost not exceeding the premium cap.

Merger-Related Compensation for Providence’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding compensation that is based on, or otherwise relates to, the merger for each named executive officer of Providence.

Providence’s named executive officers include the following executive officers, as determined in accordance with applicable SEC rules:

The amounts of payments and benefits that each named executive officer would receive (on a pre-tax basis), as set forth in the table below, are based on the following assumptions:

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Golden Parachute Compensation

Governance of Valley After the Merger

Certificate of Incorporation

At the effective time, the restated certificate of incorporation of Valley, as in effect immediately prior to the effective time of the merger, will be the certificate of incorporation of Valley until thereafter amended in accordance with applicable law.

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Bylaws

At the effective time, the bylaws, as amended and restated, of Valley, as in effect immediately prior to the effective time of the merger, will be the bylaws of Valley until thereafter amended in accordance with applicable law.

Board of Directors and Management of Valley National Bank After the Merger

At the effective time and until thereafter changed in accordance with law or the articles of incorporation or bylaws of Valley National Bank, the members of the board of directors of Valley National Bank as of immediately prior to the effective time of the bank merger will be the members of the board of directors of the surviving bank.

Accounting Treatment

Valley prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Providence by Valley under the acquisition method of accounting in accordance with GAAP. Valley will be treated as the acquirer for accounting purposes.

Regulatory Approvals

To complete the merger and bank merger, Valley and Providence need to obtain approvals, waivers of prior approval or consents from, or make filings with, the Federal Reserve Board, the OCC and the Illinois DOB. Subject to the terms of the merger agreement, Valley and Providence have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the requisite regulatory approvals, to use their reasonable best efforts to make such filings within forty-five (45) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals, waivers of prior approval and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, regulatory agencies and governmental entities. These approvals are the approval of the merger and bank merger by the Federal Reserve Board, the OCC or the Illinois DOB, as applicable. In connection with resolving any objection that may be asserted by any governmental entity, nothing in the merger agreement will be deemed to require Valley or Providence, and neither Valley nor Providence will be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to Providence and its subsidiaries, taken as a whole) (a “materially burdensome regulatory condition”).

The approval of an application means only that the statutory and regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by holders of Providence common stock in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Valley and Providence believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the surviving corporation

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following completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory or competition authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

Federal Reserve Board

The merger is subject to approval or waiver of prior approval by the Federal Reserve Board pursuant to section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Federal Reserve Board takes into consideration a number of factors when acting on applications under section 3 of the BHC Act. These factors include the financial and managerial resources of the companies and banks involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and future prospects of the surviving corporation. The Federal Reserve Board also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

In considering an application under section 3 of the BHC Act, the Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve Board must also take into account the record of performance of each of Valley and Providence in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by their depository institution subsidiaries. In their most recent CRA performance evaluation, Valley’s wholly owned subsidiary, Valley National Bank, received an overall regulatory rating of “Outstanding,” and Providence’s wholly owned subsidiary, Providence Bank, received an overall regulatory rating of “Satisfactory.”

The Federal Reserve Board may not approve an application that would substantially lessen competition or tend to create a monopoly unless the Federal Reserve Board finds that any anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the proposal in meeting the convenience and needs of the communities to be served. In evaluating the potential competitive effects of a proposed transaction, the Federal Reserve Board consults with the Department of Justice (the “DOJ”), and upon request, the DOJ will prepare a competitive factors report for the Federal Reserve Board’s consideration.

The initial filing of the application to the Federal Reserve Board occurred on September 21, 2026.

The Office of the Comptroller of the Currency

The merger of Providence Bank with and into Valley National Bank requires the prior approval of the OCC under the Bank Merger Act. In evaluating the application, the OCC will consider: (a) the financial and managerial resources of the banks party to the bank merger and the future prospects of the surviving corporation, (b) the convenience and needs of the community to be served and the record of the banks under the CRA, including their CRA ratings, (c) the banks’ effectiveness in combating money-laundering activities, and (d) the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

Additionally, the OCC considers the capital level of the resulting bank, the conformity of the bank merger to applicable law, the purpose of the bank merger, the impact of the bank merger on the safety and soundness of the bank, and the effect on the bank’s shareholders, depositors, other creditors and customers.

The filing of the application to the OCC occurred on September 21, 2026.

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Public Notice and Comments

The BHC Act, the Bank Merger Act, the Federal Reserve Board and the OCC require published notice of, and the opportunity for public comment on, applications to the Federal Reserve and the OCC. These agencies take into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of the review process in merger transactions, the Federal Reserve Board and the OCC frequently receive protests from community groups and others. These agencies are also authorized to hold one or more public hearings or meetings if the agencies determine that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the applicable application is under review by these agencies.

Department of Justice Review and Waiting Periods

In addition to the Federal Reserve Board, the DOJ conducts a concurrent competitive review of the merger to analyze the merger’s competitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under section 3 of the BHC Act generally may not be completed until thirty (30) days after the approval of the applicable federal agency is received, during which time the DOJ may challenge the merger on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise.

In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board, and, thus, it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.

Stock Exchange Listings

Valley common stock is listed for trading on the NASDAQ under the symbol “VLY.” Under the terms of the merger agreement, Valley will cause the shares of Valley common stock to be issued in the merger to be approved for listing on the NASDAQ, subject to official notice of issuance, prior to the effective time. The merger agreement provides that neither Valley nor Providence will be required to complete the merger if such shares are not authorized for listing on the NASDAQ, subject to official notice of issuance. Following the merger, shares of Valley common stock will continue to be listed on the NASDAQ.

Appraisal or Dissenters’ Rights in the Merger

The following is a brief summary of the material statutory procedures to be followed by a holder of Providence common stock in order to dissent from the merger and exercise dissenters’ rights. Holders of Providence common stock who wish to exercise dissenters’ rights should review carefully Sections 11.65 and 11.70 of the IBCA and are urged to consult a legal advisor because the failure to precisely follow all the necessary legal requirements may result in the loss of such dissenters’ rights. This description is not complete and is qualified in its entirety by the full text of the relevant provisions of the IBCA, which are reprinted in their entirety as Annex D to this proxy statement/prospectus. Providence shareholders seeking to exercise dissenters’ rights must strictly comply with these provisions.

General. Under Illinois law, holders of shares of Providence common stock who deliver written demand for payment and do not vote in favor of the Providence merger proposal have the right to dissent and receive the “fair value” of their Providence common stock in cash. Dissenters’ rights with respect to Providence common stock are governed by Sections 11.65 and 11.70 of the Illinois Business Corporation Act of 1983, as amended

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(the “IBCA”), copies of which are attached to this proxy statement/prospectus as Annex D. Providence shareholders have the right to dissent from the merger and to obtain payment of the “fair value” of their shares in the event the merger is completed. Strict compliance with the dissent procedures is mandatory. Subject to the terms of the merger agreement, the parties could elect to terminate the merger agreement even if it is approved by Providence shareholders, thus terminating dissenters’ rights available to Providence shareholders.

Providence urges any Providence shareholder who contemplates exercising his, her or its right to dissent to read carefully the provisions of Sections 11.65 and 11.70 of the IBCA, copies of which are attached to this proxy statement/prospectus as Annex D. A more detailed discussion of the provisions of the statute is included below. This discussion describes the steps that each Providence shareholder must take to exercise his, her or its right to dissent. Each Providence shareholder who wishes to dissent should read both the summary and the full text of the law. Providence cannot give any Providence shareholder legal advice. To completely understand this law, each Providence shareholder may want, and Providence encourages any Providence shareholder seeking to dissent, to consult with his, her or its legal counsel.

The following is a brief summary of the material statutory procedures to be followed by a holder of Providence common stock in order to dissent from the merger and exercise dissenters’ rights. This discussion is qualified by reference to the text of Sections 11.65 and 11.70 of the IBCA.

Providence common shareholders who comply with the provisions of Sections 11.65 and 11.70 of the IBCA, upon completion of the merger, will become entitled to receive payment in cash from Valley, as successor to Providence, for the “fair value” of such shareholders’ shares as of the closing date, with accrued interest. The term “fair value,” with respect to a dissenting shareholder’s shares, means the proportionate interest of the shareholder in Providence, without discount for minority status or, absent extraordinary circumstance, lack of marketability, immediately before the consummation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action, unless exclusion would be inequitable. Investment banker opinions as to the fairness of the consideration payable in a transaction such as the merger are not opinions as to, and do not address in any respect, “fair value” under the IBCA. If Valley and a dissenting shareholder cannot agree on the “fair value” of such dissenting shareholder’s shares or the accrued interest, then the IBCA provides for a judicial determination of these amounts. The value determined by an Illinois court may be more or less than the value that a holder of Providence common stock might ultimately receive from Valley in connection with and after the closing of the merger. Providence shareholders desiring to exercise dissenters’ rights should refer to the statute in its entirety and should consult with legal counsel before taking any action to ensure strict compliance with the applicable statutory provisions.

A Providence common shareholder who desires to submit the written demand for payment required by Sections 11.65 and 11.70 of the IBCA prior to the Providence special meeting must send or deliver such objection to Providence Financial Corporation, Attn: David A. DeGroot, Treasurer, 630 East 162nd Street, South Holland, Illinois 60473. Shareholders may contact Kevin L. Botma with any questions by phone at (708) 404-9516, or by email at [email protected]. Providence urges any shareholder who wishes to dissent to act carefully. Providence cannot and does not accept the risk of late or undelivered written demands for payment. Providence shareholders bear the risk of non-delivery and of untimely delivery.

Summary of Sections 11.65 and 11.70 of the IBCA. To exercise dissenters’ rights under Sections 11.65 and 11.70 of the IBCA and be entitled to obtain a cash payment of the “fair value” of his, her or its shares under the IBCA, a Providence common shareholder must:

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Voting in favor of the Providence merger proposal will constitute a waiver of dissenters’ rights under the IBCA. However, a vote against approval of the Providence merger proposal will not by itself be sufficient to satisfy a shareholder’s notice obligations under the IBCA if he, she or it is seeking an appraisal. Providence common shareholders must follow the procedures set forth in Sections 11.65 and 11.70 of the IBCA to exercise dissenters’ rights.

Each outstanding share of Providence common stock for which a legally sufficient demand in accordance with Sections 11.65 and 11.70 of the IBCA has been made and that was not voted in favor of approval of the merger will, after the effective time of the merger, represent only the rights of a dissenting shareholder under the IBCA. This includes the right to obtain payment for the “fair value” of those shares as provided under the IBCA.

Where a Providence common shareholder makes a legally sufficient demand, within ten (10) days after the effective date of the merger or thirty (30) days after such shareholder has delivered his, her or its written demand for payment, whichever is later, Valley, as the surviving corporation, will send to such shareholder a statement setting forth its opinion as to the fair value of such shareholder’s shares, as well as certain financial statements and a commitment to pay to such shareholder the estimated “fair value” for his, her or its shares. If the shareholder does not agree with the opinion of Valley as to the estimated “fair value” of the shares, then within thirty (30) days of receipt of Valley’s valuation statement, the shareholder must notify Valley of his, her or its estimated “fair value” of such shares and demand the difference between the shareholder’s estimated “fair value” and the amount of the proposed payment by Valley.

If within sixty (60) days after delivery to Valley of the shareholder’s written notification of the shareholder’s estimate of fair value, a shareholder and Valley have not agreed in writing to the “fair value” of such shareholder’s shares, Valley either will pay the difference in value demanded by such shareholder, with interest, or file a petition in the circuit court of the county in which either the registered office or the principal office of Providence is located, requesting the court to determine the “fair value” of the shares and interest due. Valley will be required to then make all dissenters to the merger whose demands remain unsettled parties to this proceeding. If Valley does not commence the action, a dissenting shareholder is permitted by law to commence an action.

In a proceeding brought by Valley to determine value, the court will determine the costs of the proceeding, including the reasonable compensation and expenses of the appraisers appointed by the court and excluding fees and expenses of counsel and experts for the respective parties. If the “fair value” of the shares as determined by the court materially exceeds the price that Valley estimated to be the “fair value” of the shares or if no estimate was given, then all or any part of the costs may be assessed against Valley. If the amount that any dissenter estimated to be the “fair value” of the shares materially exceeds the “fair value” of the shares as determined by the court, then all or any part of the costs may be assessed against that dissenter. The costs may also be awarded to the dissenter if the court finds that Valley did not substantially comply with the procedure to dissent in the statute. In addition, costs can be assessed against either party if the court finds that that party acted arbitrarily, vexatiously or not in good faith with respect to the dissenter’s rights.

A share for which a Providence common shareholder has properly exercised his, her or its dissenters’ rights and followed the correct procedures in the IBCA will no longer constitute a share of the common stock of Providence. None of these dissenting shares after the effective time of the merger will be entitled to vote for any purpose or receive any dividends or other distributions. If, however, a Providence shareholder fails to properly perfect, effectively withdraws, waives or loses or otherwise becomes ineligible to exercise dissenters’ rights under the IBCA, then such shareholder’s shares of Providence common stock will be deemed to have been converted, as of the effective time of the merger, into the right to receive the merger consideration in accordance with the merger agreement and will no longer constitute dissenting shares.

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The foregoing does not purport to be a complete statement of the provisions of the IBCA relating to statutory dissenters’ rights and is qualified in its entirety by the statutory dissenters’ rights provisions, copies of which are attached to this proxy statement/prospectus as Annex D and which are incorporated herein by reference. If any Providence common shareholder intends to dissent, or if such shareholder believes that dissenting might be in his, her or its best interests, such shareholder should read Annex D carefully.

The process of demanding and exercising appraisal rights requires strict compliance with technical prerequisites under Sections 11.65 and 11.70 of the IBCA. In view of the complexity of these appraisal provisions, Providence shareholders who may wish to dissent from the merger and pursue appraisal rights with respect to their shares of Providence common stock are urged to consult their legal advisors. Failure to take any required step in connection with exercising appraisal rights may result in the termination or waiver of such rights. To the extent there are any inconsistencies between the foregoing summary and Sections 11.65 and 11.70 of the IBCA, Sections 11.65 and 11.70 of the IBCA will govern.

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THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We urge you to read the full text of the merger agreement, as it is the legal document governing the merger. This section is not intended to provide you with any factual information about Valley or Providence. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Valley makes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 118 of this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Valley and Providence contained in this proxy statement/prospectus or in the public reports of Valley filed with the SEC may supplement, update or modify the factual disclosures about Valley and Providence contained in the merger agreement. The merger agreement contains representations and warranties by Valley, on the one hand, and by Providence, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by Valley and Providence were qualified and subject to important limitations agreed to by Valley and Providence in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure schedules that Valley and Providence each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Valley and Providence at the time they were made or otherwise and should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 118.

Structure of the Merger

Each of Valley’s and Providence’s respective board of directors unanimously adopted and approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of Providence with and into Valley, with Valley continuing as the surviving corporation in the merger. Immediately following the merger, Providence Bank, a bank chartered under the laws of the State of Illinois and wholly owned bank subsidiary of Providence, will merge with and into Valley National Bank, a national banking association and wholly owned bank subsidiary of Valley, with Valley National Bank as the surviving entity in the bank merger.

Valley may at any time prior to the effective time, change the method of effecting the merger if and to the extent requested by Valley, and Providence has agreed to enter into such amendments to the merger agreement as

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Valley may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment may (i) alter or change the exchange ratio or the amount of cash merger consideration per share of Providence common stock provided for in the merger agreement, (ii) be reasonably expected to prevent the parties from obtaining the tax opinions of counsel in connection with closing or adversely affect the tax treatment of the merger with respect to Providence’s shareholders, (iii) be reasonably expected to cause the closing of the merger to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or materially delayed or (iv) require submission to or approval of the Providence shareholders after the merger has been approved by Providence’s shareholders.

Merger Consideration

Under the terms and subject to the conditions set forth in the merger agreement, holders of Providence common stock receive (i) $21.47 without interest (the “cash merger consideration”) and (ii) 4.3854 shares (the “exchange ratio”) of Valley common stock (the aggregate consideration described in clauses (i) and (ii), the “merger consideration”) for each share of Providence common stock issued and outstanding immediately prior to the effective time of the merger (excluding dissenting shares and shares of Providence common stock owned by Providence as treasury stock or otherwise owned by Providence or Valley (in each case other than Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted)).

All of the shares of Providence common stock converted into the right to receive the merger consideration will no longer be outstanding and will automatically be cancelled and will cease to exist as of the effective time, and each old certificate (which includes reference to book-entry account statements relating to the ownership of shares of Providence common stock) previously representing any such shares of Providence common stock will thereafter represent only the right to receive (i) the merger consideration, (ii) cash in lieu of a fractional share which the shares of Providence common stock represented by such old certificate have been converted into the right to receive pursuant to the terms of the merger agreement and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to the terms of the merger agreement, in each case without any interest thereon. Old certificates previously representing shares of Providence common stock will be exchanged for the merger consideration and the other amounts specified in the immediately preceding sentence, including evidence of shares in book-entry form representing whole shares of Valley common stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such old certificates pursuant to the terms of the merger agreement, without any interest thereon.

If, prior to the effective time, the outstanding shares of Valley common stock or Providence common stock have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or extraordinary distribution, an appropriate and proportionate adjustment will be made to the merger consideration to give the holders of Providence common stock and Providence stock options the same economic effect as contemplated by the merger agreement prior to such event; provided that this will not permit Valley or Providence to take any action with respect to its securities that is prohibited by the terms of the merger agreement; provided, further that no adjustment will be made in the event of the issuance of additional shares of (i) Valley common stock or options to purchase shares of Valley common stock, as applicable, pursuant to any stock option plan or other compensation or benefit plan of Valley or its subsidiaries, or (ii) shares of Providence common stock or Providence stock options, as applicable, pursuant to the Providence stock plan.

At the effective time, all shares of Providence common stock that are owned by Providence or Valley (in each case other than shares of Providence common stock (a) held in trust accounts, managed or custodial accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially

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owned by third parties and (b) held, directly or indirectly, in respect of debts previously contracted) will be cancelled and will cease to exist, and neither the merger consideration nor any other consideration will be delivered in exchange therefor.

Providence Preferred Stock

No later than thirty (30) days prior to the closing, Providence will, and will cause its subsidiaries to, take all actions necessary, appropriate or advisable to redeem, effective as of immediately prior to the closing, all issued and outstanding shares of Providence preferred stock in accordance with the organizational documents of Providence and applicable law. Immediately prior to the effective time, each share of Providence series B preferred stock and Providence series C preferred stock issued and outstanding immediately prior to the effective time will be redeemed in accordance with the terms of the merger agreement and will cease to exist as of the effective time, and each share of Providence series B preferred stock and Providence series C preferred stock represented by book-entry will thereafter represent only the right to receive a cash payment equal to the sum of (a) $1,000.00 per share of Providence series B preferred stock or Providence series C preferred stock, as applicable, and (b) all declared but unpaid dividends on such share of Providence series B preferred stock or Providence series C preferred stock (such payment, the “Providence series B redemption payment” and the “Providence series C redemption payment,” respectively), in each case, in accordance with the applicable organizational documents of Providence.

Fractional Shares

No new book-entry certificates or scrip representing fractional shares of Valley common stock will be issued upon the surrender for exchange of old certificates or otherwise pursuant to the merger agreement, no dividend or distribution with respect to Valley common stock will be payable on or with respect to any fractional share, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Valley. In lieu of the issuance of any such fractional share, Valley will pay to each former holder who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of closing sale prices of Valley common stock on the Nasdaq Stock Market (the “NASDAQ”) as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day immediately preceding the closing date (the “Valley share closing price”) by (ii) the fraction of a share (after taking into account all shares of Providence common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Valley common stock which such holder would otherwise be entitled to receive pursuant to the merger agreement.

Governing Documents

At the effective time, the restated certificate of incorporation, of Valley, as in effect immediately prior to the effective time, will be the certificate of incorporation of Valley until thereafter amended in accordance with applicable law, and the bylaws, as amended and restated, of Valley, as in effect immediately prior to the effective time, will be the bylaws of Valley until thereafter amended in accordance with applicable law. See the section entitled “The Merger—Governance of Valley After the Merger” beginning on page 66.

Treatment of Providence Stock Options

At the effective time, each Providence stock option that is outstanding immediately prior to the effective time and that has an exercise price per share of Providence common stock underlying such Providence option that is less than the merger consideration value (each such Providence stock option, an “in-the-money Providence stock option”), whether or not exercisable or vested, will be cancelled without any action on the part of any holder thereof in consideration for the right to receive (without interest) the merger consideration (less applicable tax withholdings pursuant to the terms of the merger agreement) in respect of each Providence net option share

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subject to such in-the-money Providence stock option. A “Providence net option share” means with respect to each Providence stock option, the quotient of (i) the product of (a) the excess, if any, of the merger consideration value over the Providence stock option exercise price of the Providence stock option immediately prior to the effective time multiplied by (b) the number of shares of Providence common stock subject to such Providence stock option immediately prior to the effective time divided by (ii) the merger consideration value. At the effective time, any Providence stock option that is not an in-the-money Providence stock option will be cancelled for no consideration.

At or prior to the effective time, Providence, the Providence board of directors and its compensation committee, as applicable, will adopt any resolutions and take any actions that are necessary for the treatment of the Providence stock options under the merger agreement.

Closing and Effective Time of the Merger

On the terms and subject to the conditions set forth in the merger agreement, the closing of the merger will occur by electronic exchange of documents at 10:00 a.m., New York City time, on the first business day of the month immediately following the month during which the satisfaction or waiver (subject to applicable law) of all the conditions precedent set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions at the closing), unless another date, time or place is agreed to in writing by Valley and Providence (the date on which the closing occurs is referred to as the “closing date”).

On or before the closing date, Valley will cause to be filed a certificate of merger with respect to the merger with the Secretary of the State of New Jersey and the articles of merger with respect to the merger with the Secretary of the State of Illinois (such certificate of merger and articles of merger, the “certificates of merger”). The merger will become effective as of the date and time specified in the certificates of merger in accordance with the relevant provisions of the New Jersey Business Corporation Act (the “NJBCA”) and the Illinois Business Corporation Act of 1983, as amended (the “IBCA”), or at such other date and time as provided by applicable law (such date and time being the “effective time”). Neither party can take any action to revoke the certificates of merger after their filing without the written consent of the other party.

Conversion of Shares; Exchange of Providence Stock Certificates

Letter of Transmittal

As promptly as practicable after the effective time, but in no event later than five (5) business days thereafter, Valley will cause the exchange agent to mail to each holder of record of one or more old certificates representing shares of Providence common stock immediately prior to the effective time that have been converted at the effective time into the right to receive the merger consideration, a letter of transmittal (which will be in customary form agreed by the parties and will specify that delivery will be effected, and risk of loss and title to the old certificates, will pass, only upon proper delivery of the old certificates to the exchange agent) and instructions for use in effecting the surrender of the old certificates, in exchange for the merger consideration to be issued or paid in consideration thereof as well as any dividends or distributions to be paid pursuant to the terms of the merger agreement, and the old certificate or old certificates so surrendered will be cancelled. In the event any old certificate for Providence common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such old certificate to be lost, stolen or destroyed and, if required by Valley or the exchange agent, the posting by such person of a bond in such amount as Valley or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such old certificate (which amount will be consistent with Valley’s or the exchange agent’s customary procedure for Valley’s existing shareholders), the exchange agent will issue in exchange for such lost, stolen or destroyed old certificate the merger consideration, the Providence series B redemption payment or Providence series C redemption payment and any cash in lieu of fractional shares deliverable in respect thereof pursuant to the merger agreement.

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After the effective time, there will be no transfers on the stock transfer books of Providence of the shares of Providence common stock that were issued and outstanding immediately prior to the effective time. If, after the effective time, old certificates representing such shares are presented for transfer to the exchange agent, they will be cancelled and exchanged for the merger consideration and cash in lieu of fractional shares and dividends or distributions that the holder presenting such old certificates is entitled to, as provided in the merger agreement.

None of Valley, Providence, the exchange agent or any other person will be liable to any former holder of shares of Providence common stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

Withholding

Each of Valley, the exchange agent and any other applicable withholding agent will be entitled to deduct and withhold, from the cash merger consideration, any cash in lieu of fractional shares of Valley common stock, cash dividends or distributions payable pursuant to the merger agreement or any amounts otherwise payable pursuant to the merger agreement and such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or non-U.S. tax law. To the extent that amounts are so withheld by Valley, the exchange agent or any other applicable withholding agent, as the case may be, and paid over to the appropriate governmental authority, such withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which the deduction and withholding was made by Valley, the exchange agent or such other applicable withholding agent, as the case may be. Any amounts payable in connection with the closing in respect of any Providence stock options pursuant to the terms of the merger agreement, with respect to the holders of Providence stock options, may be made through the payroll system of the surviving corporation or one of its subsidiaries no later than the first regular payroll date that covers a full payroll period commencing on or after the closing date, subject to any applicable withholding taxes.

Dividends and Distributions

No dividends or other distributions declared with respect to Valley common stock will be paid to the holder of any unsurrendered old certificate until the holder thereof surrenders such old certificate in accordance with the merger agreement. After the surrender of an old certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Valley common stock which the shares of Providence common stock represented by such old certificate have been converted into the right to receive under the merger agreement.

Representations and Warranties

The merger agreement contains representations and warranties made by each of Valley and Providence relating to a number of matters, including the following: