Valley National Bancorp filed a current report on Form 8-K with the SEC on August 25, 2026, announcing the execution of an Agreement and Plan of Merger with Providence Financial Corporation, an Illinois corporation, under which Providence will merge with and into Valley, with Valley surviving as the continuing corporation.

Key Highlights

  • Merger Agreement signed: Valley National Bancorp and Providence Financial Corporation entered into an Agreement and Plan of Merger, disclosed via a joint press release dated August 25, 2026.
  • Structure: Providence will merge with and into Valley, with Valley surviving the merger as the surviving corporation.
  • Bank-level merger: Immediately following the Merger, Providence Bank and Trust, an Illinois-chartered bank and wholly-owned subsidiary of Providence, will merge with and into Valley National Bank, with Valley National Bank surviving as the surviving bank.
  • Stock issuance contemplated: The filing references the issuance of common stock of Valley contemplated by the merger agreement.
  • Regulatory and shareholder approvals required: According to the filing, completion of the transaction is subject to required regulatory and other approvals, as well as approval by shareholders of Providence.
  • Investor presentation attached: Valley also issued an investor presentation containing information regarding the merger, attached as Exhibit 99.2 to the filing.

Valley National Bancorp and Providence Financial Announce Merger Agreement

According to the Form 8-K filed by Valley National Bancorp (NASDAQ:VLY) on August 25, 2026, the company and Providence Financial Corporation jointly announced their entry into an Agreement and Plan of Merger. Under the terms disclosed, Providence Financial Corporation, an Illinois corporation, will merge with and into Valley National Bancorp, a New Jersey corporation, with Valley surviving as the resulting entity. The filing notes that immediately following that transaction, Providence Bank and Trust, a bank chartered under the laws of the State of Illinois and a wholly-owned subsidiary of Providence, will merge with and into Valley National Bank, a national banking association and wholly-owned subsidiary of Valley, with Valley National Bank continuing as the surviving bank.

The filing was submitted under Item 8.01 (Other Events) and also checks the box indicating it is a written communication pursuant to Rule 425 under the Securities Act. Valley disclosed that it expects to file a registration statement on Form S-4 with the SEC, which will include a prospectus of Valley and a proxy statement of Providence. The filing identifies several conditions to closing, including required regulatory approvals, and the approval by shareholders of Providence. The filing also cautions that the acquisition may not be timely completed, if at all, and notes risks including business disruption, integration difficulties, and the dilutive effect of Valley's issuance of additional shares of its capital stock in connection with the transaction.

The filing contains forward-looking statements, which the company states are subject to its cautionary language under the Private Securities Litigation Reform Act of 1995. Valley stated it "can give no assurance that any goal, plan, expectation set forth in forward-looking statements can be achieved." The company also noted that "annualized, pro forma, projected, and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results."

What Was Disclosed

Valley National Bancorp disclosed the execution of a merger agreement with Providence Financial Corporation on August 25, 2026, under which Providence will merge into Valley, and Providence Bank and Trust will subsequently merge into Valley National Bank, subject to regulatory and shareholder approvals.