Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 3.02 Unregistered Sale of Equity Securities. On September 27, 2026, Valley National Bancorp, a New Jersey corporation (“Valley”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bluevine Inc., a Delaware corporation (“Bluevine”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, Valley will acquire…
As the principal subsidiary of Valley National Bancorp (NASDAQ: VLY), Valley National Bank is a regional financial institution with over $66 billion in assets. Founded in 1927, Valley has more than 220 branch locations and commercial offices across New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania and Arizona, while serving clients nationwide. Valley delivers a full range of consumer, commercial, and wealth management solutions designed to support everything from homeownership and business growth to long-term financial planning. Big enough to support complex financial needs and small enough to stay deeply connected, Valley is grounded in a relationship-led approach focused on understanding people first. That same relationship-led approach guides Valley’s commitment to community investment and responsible corporate citizenship. To learn more, visit www.valley.com or call the Valley Customer Care Center at 800-522-4100.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sale of Equity Securities.
On September 27, 2026, Valley National Bancorp, a New Jersey corporation (“Valley”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bluevine Inc., a Delaware corporation (“Bluevine”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, Valley will acquire Bluevine (the “Transaction”). The completion of the Transaction is subject to the satisfaction of customary closing conditions.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Valley will acquire the outstanding equity of Bluevine for $340,000,000 in aggregate consideration, subject to certain adjustments described in the Merger Agreement, consisting of approximately $255 million in cash and approximately 6.3 million shares of common stock, no par value, of Valley (“Valley Common Stock”).
The shares of Valley Common Stock to be issued under the Merger Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 28, 2026, Valley and Bluevine issued a joint press release announcing the execution of the Merger Agreement and the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the announcement of the Merger Agreement, Valley also issued an investor presentation containing information regarding the Transaction, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and which is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.
Filed exhibits (2)
EX-99.1 (by filename) d31493dex991.htm
Exhibit 99.1
VALLEY NATIONAL BANCORP TO ACQUIRE BLUEVINE INC., ACCELERATING ITS DIGITAL SMALL BUSINESS GROWTH STRATEGY AND MEANINGFULLY
ENHANCING ITS CORE FUNDING CAPABILITIES
NEW YORK, N.Y. and JERSEY CITY, N.J., Sept. 28, 2026 (GLOBE NEWSWIRE) - Valley National Bancorp
(“Valley”) (NASDAQ: VLY) and Bluevine Inc. (“Bluevine”) announced today that they have entered into a definitive agreement whereby Valley will acquire Bluevine, a leading nationwide digital banking platform for small
businesses.
The acquisition directly aligns with Valley’s stated strategic priorities of enhancing its funding base, expanding its small business
franchise, and accelerating its digital and artificial intelligence (“AI”) strategy. Bluevine will bring Valley a scaled, high-growth digital small business platform; $2.1 billion of low-cost, digitally-sourced deposits which Bluevine and Valley intend to grow over time; and an established suite of integrated banking, payments, lending and financial-management solutions designed for small businesses across the country. Additionally,
Bluevine’s engineering, product, data science and AI talent will help accelerate Valley’s long-term technology strategy, whic…
Exhibit 99.2 Accelerating Valley’s National Digital Banking
Franchise Acquisition of Bluevine Inc. September 28, 2026
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The foregoing
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and
management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by
forward-looking terminology such as “intend,” “should,” “expect,” “believe,” “position,” “view,” “opportunity,” “allow,” “continues,”
“reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements
or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. A detailed discussion of factors that could affect our results is
included in our SEC filings, including Item 1A…