VLYPO Valley National Bancorp

Item 5.02(e) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 1, 2023, Valley National Bancorp and Valley National Bank (collectively, the “Company”) entered into a Change-in-Control Agreement (the “Change-in-Control Agreement”) with Raja Dakkuri (the “Executive”). As previously disclosed, pursuant to the terms of his Offer Letter with the Company, Mr. Dakkuri became eligible to enter into the Change-in-Control Agreement effective April 1, 2023, the first anniversary of the commencement of his employment with the Company.

The Change-in-Control Agreement provides that if the Executive is dismissed without cause or resigns for good reason in the three years following the change-in-control, the Executive would be entitled to (x) a lump sum cash severance payment equal to two times the Executive’s highest annual compensation paid in any of the three calendar years preceding the change-in-control, where annual compensation equals salary paid, including any 401(k) plan or deferred compensation plan deferrals, plus cash bonuses awarded for such calendar year and (y) a lump sum payment equal to two times the aggregate annual COBRA and dental premiums, reflecting what was provided to the Executive (and his spouse and family) at the time of termination, minus the aggregate annual amount of any employee contribution that would have been required of the Executive. In addition, the Change-in-Control Agreement provides that, if during the three years following a change-in-control, the executive becomes disabled or dies while employed, he or his estate, as applicable, would be entitled to a lump sum cash payment equal to one-twelfth of the Executive’s highest annual salary (including any 401(k) plan or deferred compensation plan deferrals) paid in any of the three calendar years preceding the Change in Control.

The Change-in-Control Agreement also provides that the Executive would be entitled to the greater after-tax benefit of either (i) his full change-in-control payments and benefits, for which the Executive is responsible for the payment of any applicable excise tax under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”), or (ii) his change in control payments and benefits cut back to the amount that would result in no Section 280G excise tax for the Executive. If the Executive ceases to be employed by the Company prior to a change-in-control, the Change-in-Control Agreement has no force or effect.

The foregoing is a summary of the Change-in-Control Agreement, the form of which is filed as Exhibit 10(DD) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on February 28, 2019 and incorporated herein by reference.