Federal Deposit Insurance Corporation - FDIC-Insured - Backed by the full faith and credit of the U.S. Government
Valley Bank and Providence Bank and Trust logos next to arrow pointing upward as coming together in a merger.
We are pleased to share that Providence Financial Corporation, the parent company of Providence Bank & Trust, has entered into an agreement to be acquired by Valley National Bancorp.
This is an important milestone in our history, and one that reflects the strength of the franchise we have built together. After careful consideration, we chose to partner with Valley because of its strong financial foundation, relationship-focused culture, and shared commitment to serving customers and communities.
Founded in 1927, Valley National Bank, the banking subsidiary of Valley National Bancorp, is a regional financial institution with more than $66 billion in assets and operations nationwide. Like Providence, Valley believes that banking is built on relationships, local decision-making, and a deep commitment to the communities it serves.
By joining Valley, we believe we can bring meaningful benefits to our customers. Valley offers a broad range of consumer, commercial, and wealth management solutions, enhanced technology and capabilities, and the scale to support your evolving financial needs, all while maintaining the personalized service and local relationships that have long defined Providence.
This partnership also strengthens our ability to invest in the communities we proudly serve. Together, Providence and Valley will be even better positioned to support local businesses, families, nonprofit organizations, and community development initiatives throughout the Chicago area.
Importantly, there is nothing you need to do at this time. Providence Bank & Trust will continue to operate independently until the transaction receives the necessary regulatory and shareholder approvals and the acquisition closes, which is expected in early 2027 following the satisfaction of customary closing conditions. Your accounts, services, and points of contact remain unchanged.
We understand that you may have questions as we move through this process. We are committed to keeping you informed and will continue to provide updates and additional information as important milestones are reached.
We are grateful for the trust you place in us every day. It has been our privilege to serve you, and we look forward to continuing to serve you while creating new opportunities for our customers, employees, and communities as a part of Valley.
Sincerely,
Steven VanDrunen
President & Chief Executive Officer
Providence Bank & Trust
To provide clarity on what this partnership means for you and your banking relationship, we’ve answered some questions below to help you better understand what to expect as we move forward.
Providence Bank & Trust recognized a tremendous opportunity to build upon its accomplishments and ensure that it could continue to fulfill its mission and serve customers at an even higher level, including expanded products and services and increased financial options. Combining operations with Valley Bank will ensure that your banking expectations are not only met but continue to be exceeded.
Yes, subject to the transaction closing, the name of your bank will change to Valley Bank. This is expected to happen in early 2027.
Pending regulatory approval and the transaction closing, the acquisition is expected to take effect early next year. In the meantime, there are no changes to any of your accounts.
Providence Bank & Trust’s commitment is to ensure the integration with Valley Bank will only enhance your banking experience. Providence Bank & Trust and Valley Bank will communicate regularly as the integration is underway and you will be notified well in advance of any change that occurs.
There will be no changes to any of Providence Bank & Trust services or customer transactions until the transaction closes, which is expected in early 2027. All loan applications are currently being processed, and customers will have the same accounts and lines of credit.
Providence Bank & Trust chose Valley Bank to combine operations for its strong people-first and community commitment approach to banking. You will experience many benefits, including continued investment in the community, expanded services such as a nationwide branch network and expanded digital banking capabilities, such as Zelle. Like Providence Bank & Trust, Valley Bank is a strong institution which is well-capitalized. We are confident that your expectations will not only be met but exceeded.
Valley Bank prides itself on high-quality, relationship-first customer service and is committed to ensuring that issues and questions are handled properly and efficiently.
In this agreement, Providence Bank & Trust recognized a tremendous opportunity to build upon its accomplishments and ensure that it could continue to fulfill its mission and serve customers at an even higher level. Combining operations with Valley Bank will ensure that our customers’ and partners’ needs are not only met but exceeded.
This acquisition will enhance the services that customers receive, including a larger, stronger nationwide banking network with access to new banking services, such as Zelle, stronger wealth advisory and trust services, and broader lending for commercial and small business customers. For nearly a century, Valley has built its reputation as a team of relationship bankers deeply invested in the success of its clients and communities. Valley is not defined by traditional labels such as big bank, small bank, retail bank or commercial bank. It is defined by how it shows up: combining broad capabilities and personalized expertise to solve problems, create connections and help clients move confidently toward what is next.
Providence Bank & Trust and Valley Bank share a rich history of being relationship driven, community centered and grounded in stewardship. Together, the commitment to the communities served across the Chicagoland area and Northwest Indiana will benefit from the lasting impact made by the Providence Stewardship legacy. Valley is committing $3 million over the next three years to empowering the important work of local civic, nonprofit and community organizations.
You may continue to ask any of the Providence Bank & Trust staff in the bank or call the Customer Care Center at 888-923-5664.
Valley Bank’s team of Relationship Bankers and Customer Care Specialists are available by calling 800-522-4100 to answer questions you may have about Valley Bank’s products and services. In addition, you can visit Valley Bank online at www.valley.com. You will continue to receive updates from Valley Bank related to your accounts and services as we move forward through the conversion process. Until the closing, however, it is business as usual and Providence Bank & Trust and Valley Bank will continue to operate as separate companies.
Our intention is to continue to serve all the areas served by Providence Bank & Trust and we do not expect to close any of the branches.
For now, you should continue to conduct your banking as you have in the past with Providence Bank & Trust. Upon the system conversion, expected in the 1st quarter 2027, subject to regulatory approval, you will gain access to all Valley Bank locations and ATMs.
Providence Bank & Trust is committed to making this transition as seamless as possible, with a focus on enhancing your banking experience while continuing to provide the service and personal attention you expect from us. As the integration with Valley Bank moves forward, we will keep you informed and provide advance notice of any changes that may affect you or your banking relationship.
Important Disclaimer Information:
This [press release][presentation] contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 related to, among other things, Valley’s strategy, plans, beliefs, goals, intentions, and expectations regarding the proposed transaction between Valley and Providence; the issuance of common stock of Valley contemplated by the Agreement and Plan of Merger by and between Valley and Providence (the “merger agreement”); the expected filing by Valley with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the “registration statement”) and a prospectus of Valley and a proxy statement of Providence to be included therein (the “proxy statement/prospectus”); its ability to achieve its financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies, and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. Forward-looking statements typically contain words such as “anticipate,” “believe,” “potential,” “will,” “estimate,” “plans,” “approximately,” “opportunity,” “expect,” “position,” “pro forma,” “proposed,” “intend” or similar expressions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in Valley’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended June 30, 2026, and other risks and uncertainties listed from time to time in Valley’s reports and documents filed with the SEC, each of which is filed with the SEC and available in the “Financials” section of Valley’s website at https://valley.com/, under the heading “SEC Filings” and in other documents Valley files with the SEC. Additional factors that could cause actual results to differ materially from those in forward-looking statements include: the ability to obtain required regulatory or other approvals or meet other closing conditions to the merger agreement on the expected terms and schedule; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the failure to obtain the necessary approval by the shareholders of Providence; the acquisition may not be timely completed, if at all; difficulties and delays in integrating Valley’s and Providence’s businesses or fully realizing cost savings and other benefits; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Valley and Providence to terminate the merger agreement; the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Valley or Providence; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; business disruption prior to the completion of the acquisition or following the proposed transaction; Valley’s and Providence’s ability to execute their respective business strategies; the ability by each of Valley and Providence to obtain required governmental approvals of the transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of adverse regulatory conditions; reputational risks and risks relating to the reaction of Valley’s and Providence’s customers, employees, suppliers or other business parties to the proposed transaction, including the effects on their respective ability to attract or retain customers and key personnel; diversion of management time and attention from ongoing business operations to acquisition-related issues; the dilution caused by Valley’s issuance of additional shares of its capital stock in connection with the transaction; and general competitive, economic, political and market conditions and other factors that may affect future results of Valley and Providence. These and various other factors are discussed in Valley’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC, and other reports and statements Valley has filed with the SEC. Copies of the SEC filings for Valley may be downloaded from the Internet at no charge from https://ir.valleynationalbank.com.
Valley can give no assurance that any goal, plan, expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at the time. Valley does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. These forward-looking statements are not guarantees of future performance and are based on expectations and assumptions Valley currently believes to be valid. Because forward-looking statements relate to future results and occurrences, many of which are outside of Valley’s control, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many possible events or factors could adversely affect the future financial results and performance of Valley, Providence or the combined company and could cause those results or performance to differ materially from those expressed in or implied by the forward-looking statements.
Annualized, pro forma, projected, and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except to the extent required by applicable law or regulation, Valley disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Additional Information and Where to Find It
Valley intends to file with the SEC a registration statement on Form S-4 to register the shares of Valley common stock to be issued to the shareholders of Providence in connection with the proposed transaction. The registration statement will include a proxy statement/prospectus, which will be sent to the shareholders of Providence in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VALLEY, PROVIDENCE AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. You will also be able to obtain these documents, when they are filed, free of charge, from Valley at https://ir.valleynationalbank.com. Copies of the proxy statement/prospectus can also be obtained, when it becomes available, free of charge, by directing a request to Valley National Bancorp, Attention: Shareholder Relations Department, 70 Speedwell Avenue, Morristown, New Jersey 07960, or by calling (973) 305-3380 or to Providence Financial Corporation, Attention; Steve VanDrunen, 630 E 162nd St, South Holland, Illinois 60473, or by calling (888) 923-5664.
Participants in the Solicitation
Valley, Providence and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Providence in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.
Information regarding Valley’s directors and executive officers is available in Valley’s Annual Report on Form 10-K for the year ended December 31, 2025, and Valley’s proxy statement, dated April 3, 2026, for its 2026 annual meeting of shareholders (the “Valley 2026 proxy statement”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Please refer to the sections captioned “Compensation of Directors,” “Stock Ownership of Management and Principal Shareholders,” “Item 2. Advisory Vote on our Named Executive Officer Compensation,” “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” “Executive Compensation Tables,” “Equity Compensation Plan Information” and “CEO Pay Ratio” in the Valley 2026 proxy statement. Any changes in the holdings of Valley’s securities by Valley’s directors or executive officers from the amounts described in the Valley 2026 proxy statement have been reflected in Statements of Change in Ownership on Form 3, Form 4 or Form 5 filed with the SEC subsequent to the filing date of the Valley 2026 proxy statement and are available at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.