Valley National Files S-4 to Register Stock for Providence Bancorp Merger

What happened

Valley National Bancorp, a New Jersey-chartered bank holding company headquartered at One Penn Plaza in New York, filed a Form S-4 registration statement with the SEC on October 21, 2026, according to the filing. The document is a preliminary proxy statement/prospectus dated the same day and marked 'subject to completion.'

The filing registers Valley common stock that would be issued to shareholders of Providence Financial Corporation, an Illinois corporation based in South Holland, Illinois, whose wholly owned subsidiary is Providence Bank & Trust. Providence common stock is privately held and does not trade on any public market, per the filing.

Under the merger agreement, dated August 24, 2026, Providence will merge into Valley, with Valley as the surviving corporation. Immediately afterward, Providence Bank & Trust will merge into Valley National Bank, Valley's wholly owned subsidiary, with Valley National Bank surviving.

Each outstanding share of Providence common stock would convert into $21.47 in cash plus 4.3854 shares of Valley common stock. Based on Valley's closing price of $14.10 on August 24, 2026, the last trading day before the merger was publicly announced, the filing states the per-share consideration represented approximately $83.30 in value. The filing leaves blank the price and share counts to be filled in closer to the shareholder vote.

Valley also would redeem all outstanding shares of Providence series B and series C preferred stock immediately before closing, at $1,000 per share plus declared but unpaid dividends. Holders of Providence preferred stock are not entitled to vote at the special meeting.

Providence common shareholders must approve the merger agreement at a special meeting, whose date and time are left blank in the preliminary filing. Providence's board unanimously recommends a 'FOR' vote. Under Illinois law, shareholders who do not vote in favor and follow required steps may exercise dissenters' rights, according to the filing.

The price move

Valley shares closed at $13.81 on the event date, up 7.14% from the prior close of $12.89, according to the price data. Volume was 13.6 million shares, about 2.07 times the average volume of 6.6 million.

The provided sources do not state a reason for the move. The filing does not discuss trading in Valley stock on October 21, 2026. The article does not attribute the price change to the S-4 filing or to any other cause.

What this means

A Form S-4 is the SEC registration statement used when a company issues new shares as part of a business combination. It is filed under the Securities Act of 1933, and the securities being registered cannot be issued until the SEC declares the registration statement effective — the filing notes the shares 'may not be issued until the registration statement ... is effective.'

The document does double duty. For Providence shareholders, it is a proxy statement soliciting votes at the special meeting. For the same readers, it is a prospectus describing the Valley shares they would receive. That is why it is labeled a 'proxy statement/prospectus.'

The deal is structured as a fixed exchange ratio: 4.3854 Valley shares per Providence share, plus $21.47 cash. Because the share count is fixed, the dollar value Providence holders receive moves with Valley's stock price between signing and closing. The filing says the merger consideration 'will fluctuate with the market price of Valley common stock and will not be known at the time Providence shareholders vote.'

The preferred stock redemption is a separate step. Providence's series B and series C preferred shares carry a $1,000 per-share liquidation amount; the filing says they are redeemed at that amount plus any declared but unpaid dividends just before closing, so the preferred is cashed out rather than converted into Valley stock.

What happens next, as described in the filing: the SEC reviews the registration statement, the blanks (meeting date, record date, share counts, percentages of the combined company, and the pricing date figures) are completed in a later amendment, and Providence common shareholders vote. The merger cannot close without their approval. The filing does not give a closing date, and the blanks make it impossible to say from this document alone when the vote will occur.