Terms

Series

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A

Liquidation Preference

$25.00

Coupon Rate

6.25%

Rate Type

Fixed To Floating

Annual Dividend

$1.56

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 30, 2025

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Including The 2025 Subordinated Debentures, All Liabilities Of Subsidiaries Including Valley National Bank; Pari Passu With: Any Future Parity Preferred Stock; Senior To: Common Stock, Any Future Junior Capital Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Shares Offered

4,600,000

Prospectus Summary

Valley National Bancorp (Wayne, NJ) is issuing 4,600,000 shares of its Series A Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock at a $25 liquidation preference, listed on NYSE as VLYPRA. The fixed coupon is 6.25% per annum through June 29, 2025, after which dividends reset quarterly to 3-month LIBOR plus 385 basis points; Valley may call the shares on any dividend payment date on or after June 30, 2025 at par. Because the Series A is non-cumulative, any dividend omitted in a given quarter is permanently forfeited — there is no obligation to make it up in future periods, leaving income investors fully exposed to board discretion. The Series A sits at the bottom of Valley's debt-equity structure: it is senior only to common stock and any future junior capital, but ranks junior to all existing and future indebtedness, including the $100 million 4.55% Subordinated Debentures being issued concurrently and the trust preferred debentures already outstanding. As a holding company issue, the Series A is also structurally subordinated to all liabilities of Valley National Bank (99.9% of consolidated assets), meaning bank creditors are paid first. A regulatory capital treatment event — if regulators determine the shares no longer qualify as Tier 1 capital — allows Valley to redeem the entire series within 90 days at $25 plus declared unpaid dividends, which is a meaningful risk for investors counting on income through 2025. At par, the Series A yields 6.25% annually ($1.5625 per share, or ~$0.3906 per quarter), paid on March 30, June 30, September 30, and December 30, with record dates set 15–30 calendar days prior. Dividends from a bank holding company such as Valley National Bancorp generally qualify as qualified dividend income (QDI) eligible for the 15%/20% preferential tax rate for individual investors, and may qualify for the dividends-received deduction (DRD) for corporate holders, though investors should verify with their tax advisors. Dividend payments can be blocked if Valley is deferring or in default on its junior subordinated debentures, or if payment would breach regulatory capital requirements — two realistic scenarios given the company's reliance on dividends flowing up from Valley National Bank.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

Dividends on the Series A Preferred Shares cannot be declared or paid if Valley is deferring or in default on its junior subordinated debentures, or if doing so would cause Valley to fail to meet applicable regulatory capital requirements.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 75 (Strong)