SUPPLEMENT TO THE PROSPECTUS

(To the prospectus of March 25, 2021)

300,000,000 USD

NATIONAL BANCORP OF THE VALLEY

3.00% Fixed to floating Rate of subordinated notes maturing in 2031

We offer an aggregate capital of $ 300,000,000 of our 3.00%
Fixed to floating Rate on the subordinated notes due 2031 (the “Notes”). The Notes will mature on June 15, 2031. From the original issue date, including, until June 15, 2026, but excluding, or the date of prior redemption, the Notes will bear interest at a rate of fixed rate of 3.00% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, from December 15, 2021. From June 15, 2026 inclusive to, but excluding the due date or the prior redemption date (the Floating Rate Period ??), the Notes will bear interest at an annual rate equal to a Reference Rate (which should be the three-month SOFR (as defined herein)) plus a spread of 236 basis points for each quarterly interest period during the variable rate period, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, starting on September 15, 2026. Notwithstanding this above, if the reference rate is less than zero, the rate of re ference will be considered null.

We may, at our option, redeem the Notes (i) in whole at any time or in part from time to time, effective on the Interest Payment Date of June 15, 2026 and on any Interest Payment Date thereafter. or (ii) in whole but not in part upon the occurrence of a tax event, ?? a level 2 capital event ?? or Valley National Bancorp becoming required to register as an investment company under the Investment Companies Act 1940, as amended (the 1940 Act). The redemption price for any redemption is 100% of the principal amount of the redeemed Notes, plus accrued and unpaid interest thereon up to, but excluding, the redemption date.

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

There is no sinking fund for the Notes. The Notes will be unsecured and subordinated in right of payment to the payment of our existing and future senior indebtedness, including all liabilities to our general creditors, and will be effectively subordinated to all of our secured indebtedness to the extent of the asset value. guarantee such indebtedness. The notes will be structurally subordinate to all of our subsidiaries ?? existing and future debts and other obligations, including bank deposits and receivables from other creditors of our banking subsidiary. The Notes will be equal in right of payment to all of our existing and future subordinated indebtedness, including our 4.55% subordinated debentures due June 30, 2025, our 5.125% subordinated debentures due September 27, 2023 and our interest rate subordinated bonds. fixed to variable of 5.25% at variable rate. the Notes due June 15, 2030. In the event of bankruptcy or insolvency, holders of Notes will not be entitled to receive payment on the Notes until all holders of Senior Debt not been paid in full. The Notes will be obligations of Valley National Bancorp only and are not obligations of, nor are they guaranteed by, any of our subsidiaries. For a more detailed description of the notes, see ?? Description of Notes. ??

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

Price at
Public (1)
Subscription
Discounts (2)
Produced to us
(Before expenses)

By rating

100.00 % 1.00 % 99.00 %

Total

$ 300,000,000 $ 3,000,000 $ 297,000,000

(1)

Plus accrued interest, if any, from the original issue date.

(2)

The Underwriters will also be reimbursed for certain expenses incurred in connection with this offering. See ?? Subscription ?? for more details.

There are risks associated with investing in the Notes, including the fact that the interest rate on the Notes during the Floating Rate Period may be determined based on a rate other than the three-month SOFR. See “Risk Factors” beginning on page S-7 of this Prospectus Supplement and on page 4 of the accompanying Prospectus, as well as the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as they may be completed from time to time in subsequent filings with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation (the “ FDIC ”), the Federal Reserve Board, any state securities commission or any other regulatory body has approved or disapproved of these securities or has not acknowledged the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Notes are not savings accounts, deposits or other obligations of any of our banks or non banking subsidiaries and are not insured or guaranteed by the FDIC or any other government agency. The Notes are not guaranteed under the FDIC’s Temporary Liquidity Guarantee program.

The Underwriters anticipate delivering the Notes to Purchasers in book-entry form through the facilities of The Depository Trust Company on or about May 28, 2021, being the third business day following the pricing date of the Notes. tickets (this settlement being referred to as ?? T + 3 ??). See ?? Subscription ?? starting on page S-48 of this prospectus supplement for further details.

Responsible for joint accounting

Piper sandler BofA Securities

The date of this prospectus supplement is May 25, 2021.



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