Financial Analysis

COMMITMENTS AND CONTINGENCIES (Note 14) Financial Instruments with Off-balance Sheet Risk In the ordinary course of business, meeting the financial needs of its customers, Valley, through its subsidiary Valley National Bank, is a party to various financial instruments, which are not reflected in the consolidated financial statements. These financial instruments include standby and commercial letters of credit, unused portions of lines of credit and commitments to extend various types of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated financial statements. The commitment or contract amount of these instruments is an indicator of the Banks level of involvement in each type of instrument as well as the exposure to credit loss in the event of non-performance by the other party to the financial instrument. The Bank seeks to limit any exposure of credit loss by applying the same credit policies in making commitments as it does for on-balance sheet lending facilities. The following table provides a summary of financial instruments with off-balance sheet risk at December 31, 2025 and 2024: 2025 2024 (in thousands) Commitments under commercial loans and lines of credit $ 10,740,227 $ 10,303,607 Home equity and other revolving lines of credit 2,145,350 1,913,626 Standby letters of credit 575,325 524,108 Outstanding residential mortgage loan commitments 143,285 111,696 Commitments under unused lines o …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

BORROWED FUNDS (Note 9) Short-Term Borrowings Short-term borrowings at December 31, 2025 and 2024 consisted of the following: 2025 2024 (in thousands) Securities sold under agreements to repurchase $ 91,475 $ 72,718 Long-Term Borrowings Long-term borrowings at December 31, 2025 and 2024 consisted of the following: 2025 2024 (in thousands) FHLB advances, net $ 2,463,604 $ 2,526,608 Subordinated debt, net * 444,975 647,547 Total long-term borrowings $ 2,908,579 $ 3,174,155 * Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both December 31, 2025 and 2024. FHLB Advances. Long-term FHLB advances had a weighted average interest rate of 4.42 percent and 4.20 percent at December 31, 2025 and 2024, respectively. FHLB advances are secured by pledges of certain eligible collateral, including but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans. The long-term FHLB advances at December 31, 2025 are scheduled for contractual balance repayments as follows: Year Amount (in thousands) 2026 $ 601,804 2027 1,066,800 2028 545,000 2029 250,000 Total long-term FHLB advances $ 2,463,604 The FHLB advances reported in the table above are not callable for early redemption. Subordinated Debt. On June 15, 2025, Valley redeemed in full $115 million of 5.25 percent fixed-to-floating rate subordinated n …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Note 2) ASC Topic 820, Fair Value Measurement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date. Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability. Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Assets and Liabilities Measured at Fair Value on a Recurring Basis and Non-Recurring Basis The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at December 31, 2025 and 2024. The assets presented under non-r …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS (Note 7) The following table presents carrying amounts of goodwill allocated to Valley's reporting units at December 31, 2025 and 2024. Reporting Unit * Wealth Management Consumer Banking Commercial Banking Total (in thousands) Goodwill $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 * The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 20 . During the second quarter 2025, Valley performed the annual goodwill impairment test at its normal assessment date. During the year ended December 31, 2025, there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no impairment of goodwill recognized during the years ended December 31, 2025, 2024 and 2023. The following tables summarize other intangible assets at December 31, 2025 and 2024: Gross Intangible Assets Accumulated Amortization Net Intangible Assets (in thousands) December 31, 2025 Loan servicing rights $ 128,603 $ (108,833) $ 19,770 Core deposits 215,620 (159,128) 56,492 Other 50,393 (25,780) 24,613 Total other intangible assets $ 394,616 $ (293,741) $ 100,875 December 31, 2024 Loan servicing rights $ 125,961 $ (104,833) $ 21,128 Core deposits 215,620 (138,080) 77,540 Other 50,393 (20,400) 29,993 Total other intangible assets $ 391,974 $ (263,313) $ 128,661 Core deposits are amortized using an acce …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES (Note 12) Income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of the following: 2025 2024 2023 (in thousands) Current expense: Federal $ 70,830 $ 26,308 $ 123,569 State 64,161 38,079 65,611 134,991 64,387 189,180 Deferred expense (benefit): Federal 7,096 (6,966) (8,035) State 3,800 827 (1,324) 10,896 (6,139) (9,359) Total income tax expense $ 145,887 $ 58,248 $ 179,821 The tax effects of temporary differences that gave rise to the significant portions of the deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows: 2025 2024 (in thousands) Deferred tax assets: Allowance for credit losses $ 164,781 $ 157,629 Employee benefits 40,597 41,808 Investment securities 23,871 48,652 Net operating loss carryforwards 7,124 9,078 Purchase accounting 40,806 47,932 FDIC special assessment 1,544 10,673 Other 10,556 23,744 Total deferred tax assets 289,279 339,516 Deferred tax liabilities: Pension plans 62,547 52,783 Depreciation 13,539 12,314 Other investments 27,369 17,088 Core deposit intangibles 15,683 21,287 Other intangibles 5,302 6,493 Goodwill 10,085 9,322 Other 10,734 15,356 Total deferred tax liabilities 145,259 134,643 Valuation allowance 1,263 Net deferred tax asset (included in other assets) $ 144,020 $ 203,610 Valley's federal net operating loss carryforwards totaled $23.7 million at December 31, 2025, and expire during the period from 2029 through 2034. State net operating loss carryforwards totaled $49.3 m …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES (Note 5) The following table presents the components of the ROU assets and lease liabilities in the consolidated statements of financial condition by lease type at December 31, 2025 and 2024. 2025 2024 (in thousands) ROU assets: Operating leases $ 313,107 $ 324,975 Finance leases 784 3,500 Total $ 313,891 $ 328,475 Lease liabilities: Operating leases $ 371,610 $ 384,745 Finance leases 838 3,558 Total $ 372,448 $ 388,303 The following table presents the components by lease type, of total lease cost recognized in the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023: 2025 2024 2023 (in thousands) Finance lease cost: Amortization of ROU assets $ 152 $ 53 $ 16 Interest on lease liabilities 31 12 Operating lease cost 50,124 49,875 48,241 Short-term lease cost 1,383 1,498 1,930 Variable lease cost 125 201 177 Sublease income (4,132) (3,316) (3,303) Total lease cost (primarily included in net occupancy expense) $ 47,683 $ 48,323 $ 47,061 The following table presents supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023: 2025 2024 2023 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 52,524 $ 51,581 $ 49,007 Operating cash flows from finance leases 31 Financing cash flows from finance leases 156 3 18 The following table presents supplemental information related to leases at December 31, 2025 and 2024: 2025 2 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"New Authoritative Accounting Guidance ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, amends the existing requirement that cash flow hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument share the same risk exposure. Instead, the new guidance requires such groups to have a similar risk exposure. Additionally, ASU No. 2025-09 clarifies that the quantitative threshold for determining similar risk exposure aligns with the highly effective threshold used in assessing hedge effectiveness. ASU No. 2025-09 is effective for interim and annual reporting periods beginning after December 15, 2026 with early adoption permitted. The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption. ASU No. 2025-09 is currently not expected to have a significant impact on Valleys consolidated financial statements. ASU No. 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the ASU No. 2025-8, entities must account for acquired loans that meet certain criteria of purchased seasoned loans at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach). The intent of amendments is to align the accounting for purchased seasoned loans with the current accounting guidance under ASC 326 for …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"BENEFIT PLANS (Note 11) Defined Benefit Pension and Postretirement Benefit Plans The Bank had offered a qualified non-contributory defined benefit plan and a non-qualified supplemental retirement plan to eligible employees and key executives who met certain age and service requirements, as well as a non-qualified directors' retirement plan. The qualified and non-qualified plans were frozen effective December 31, 2013. Consequently, participants in each plan will not accrue further benefits and their pension benefits were immediately vested and determined based on their compensation and service as of December 31, 2013. In 2022, Valley assumed a qualified non-contributory defined benefit pension plan (frozen to both benefits and new participants) covering certain former employees of Bank Leumi USA. Valley also assumed other post-employment medical and life insurance benefit (""OPEB"") plans from Bank Leumi USA mostly covering retired former employees. The OPEB plans are active, but closed to new participants. Collectively, all qualified and non-qualified plans are referred to as the Pension in the tables below unless indicated otherwise. The following table sets forth the change in the projected benefit obligation, the change in fair value of plan assets and the funded status and amounts recognized in Valleys consolidated financial statements for the Pension and OPEB plans at December 31, 2025 and 2024, if applicable: Pension OPEB 2025 2024 2025 2024 (in thousands) Change in p …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

OPERATING SEGMENTS (Note 20) Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The CEO of Valley is the CODM who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segment s. No changes to the operating segments were determined necessary during the year ended December 31, 2025. The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of c …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Note 1) Business Valley National Bancorp, a New Jersey corporation, is a financial holding company that through its commercial bank subsidiary, Valley National Bank and its subsidiaries, provide a full range of commercial, retail, and trust and investment services largely through its offices and ATM network throughout northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida, Alabama, California and Illinois. In addition to the Bank, Valley s consolidated subsidiaries include, but are not limited to: an insurance agency offering property and casualty, life and health insurance; an asset management adviser that is a registered investment adviser with the SEC; a securities broker-dealer registered with the SEC and member of FINRA, which is also licensed as an insurance agency to provide life and health insurance; a title insurance agency in New York, which also provides services in New Jersey; an advisory firm specializing in the investment and management of tax credits; and a subsidiary specializing in health care equipment lending and other commercial equipment leases. Basis of Presentation The consolidated financial statements of Valley include the accounts of the Bank and all other entities in which Valley has a controlling financial interest. All intercompany transactions and balances have been eliminated. The accounting and reporting policie …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

COMMON AND PREFERRED STOCK (Note 17) Repurchase Plan. Purchases of Valleys common shares may be made from time to time in the open market or in privately negotiated transactions generally not exceeding prevailing market prices. Repurchased shares are held in treasury and are expected to be used for general corporate purposes. Valley currently maintains a common stock repurchase program, which was publicly announced in February 2024 and became effective on April 26, 2024. Under the repurchase program, Valley can repurchase up to 25 million shares of Valley common stock through the program's expiration date of April 26, 2026. Valley repurchased 6.1 million common shares on the open market at an average price of $10.41 during the year ended December 31, 2025. There were no repurchases of Valley's common shares under the plan during the year ended December 31, 2024. During 2023, Valley repurchased 300 thousand common shares on the open market at an average price of $6.97 under a previously announced stock purchase plan that was terminated in 2024. Other Stock Repurchases. Valley purchases shares directly from its employees in connection with employee elections to withhold taxes related to the vesting of stock awards. During the years ended December 31, 2025, 2024 and 2023, Valley purchased approximately 986 thousand, 998 thousand and 814 thousand shares, respectively, of its outstanding common stock at average prices of $9.94, $8.88 and $11.53, respectively, for such purpose. Com …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Borrowed Funds Short-Term Borrowings Short-term borrowings at September 30, 2025 and December 31, 2024 consisted of the following: September 30, 2025 December 31, 2024 (in thousands) Securities sold under agreements to repurchase $ 51,052 $ 72,718 Long-Term Borrowings Long-term borrowings at September 30, 2025 and December 31, 2024 consisted of the following: September 30, 2025 December 31, 2024 (in thousands) FHLB advances, net $ 2,463,604 $ 2,526,608 Subordinated debt, net * 442,294 647,547 Total long-term borrowings $ 2,905,898 $ 3,174,155 * Subordinated debt is reported net of debt issuance costs and fair value hedging adjustments at both September 30, 2025 and December 31, 2024. FHLB advances. Long-term FHLB advances had a weighted average interest rate of 4.42 percent and 4.20 percent at September 30, 2025 and December 31, 2024, respectively. FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans. The long-term FHLB advances at September 30, 2025 are scheduled for contractual balance repayments as follows: Year Amount (in thousands) 2026 $ 601,804 2027 1,066,800 2028 545,000 2029 250,000 Total long-term FHLB advances $ 2,463,604 The FHLB advances reported in the table above are not callable for early redemption. Subordinated deb t. On J …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

StockBased Compensation Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments. As of September 30, 2025, 7.1 million shares of common stock were available for issuance under the plan. RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance based RSUs cliff vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met. The table below summarizes RSU awards granted and average grant date fair values for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except p …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"Fair Value Measurement of Assets and Liabilities ASC Topic 820, ""Fair Value Measurement,"" establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted exchange quoted prices in active markets for identical assets or liabilities, or identical liabilities traded as assets that the reporting entity has the ability to access at the measurement date. Level 2 - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly (i.e., quoted prices on similar assets) for substantially the full term of the asset or liability. Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at September 30, 2025 and December 31, 2024. The assets presented under …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets The carrying amounts of goodwill allocated to Valley's reporting units at both September 30, 2025 and December 31, 2024, were as follows: Reporting Unit * Wealth Management Consumer Banking Commercial Banking Total (in thousands) $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 * The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15 . During the second quarter 2025, Valley performed the annual goodwill impairment test at its normal assessment date, which resulted in no impairment of goodwill. During the nine months ended September 30, 2025 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount. There was no imp airment of goodwill recognized during the three and nine months ended September 30, 2025 and 2024. The following table summarizes other intangible assets as of September 30, 2025 and December 31, 2024: Gross Intangible Assets Accumulated Amortization Net Intangible Assets (in thousands) September 30, 2025 Loan servicing rights $ 127,949 $ (107,760) $ 20,189 Core deposits 215,620 (154,070) 61,550 Other 50,393 (24,474) 25,919 Total other intangible assets $ 393,962 $ (286,304) $ 107,658 December 31, 2024 Loan servicing rights $ 125,961 $ (104,833) $ 21,128 Core deposits 215,620 (138,080) 77,540 Other 50,393 (20,400) 29,993 Total other intangible ass …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Tax Credit Investments Valleys tax credit investments are primarily related to investments promoting qualified affordable housing projects and other investments related to community development. Some of these tax-advantaged investments support Valleys regulatory compliance with the CRA. Valleys investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction of income tax expense. Valleys tax credit investments are carried in other assets on the consolidated statements of financial condition. Valleys unfunded capital and other commitments related to the tax credit investments are carried in accrued expenses and other liabilities on the consolidated statements of financial condition. Valley recognizes amortization of tax credit investments, including impairment losses, within non-interest expense in the consolidated statements of income using the equity method of accounting. After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable. The following table presents the balances of Valleys affordable housing tax credit inves …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"ASU No. 2025-06, ""Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): ""Targeted Improvements to the Accounting for Internal-Use Software"" clarifies and modernizes the accounting for costs related to internal-use software. The new guidance clarifies the threshold entities apply to begin capitalizing costs and removes all references to project stages in ASC Subtopic 350-40. ASU No. 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The new guidance may be applied using a prospective, retrospective or modified transition approach with early adoption permitted. Valley is currently evaluating the impact of ASU No. 2025-06 on its consolidated financial statements. ASU No. 2024-03, ""Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,"" requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement. Subsequently issued ASU No. 2025-01 amended the effective date of ASU No. 2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early ad …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Operating Segments Valley manages its business operations under operating segments consisting of Consumer Banking and Commercial Banking. Activities not assigned to the operating segments are included in Treasury and Corporate Other. The CEO of Valley is the CODM who assesses performance of each operating segment to better understand their cost, opportunity value and impact to Valley's consolidated earnings. Each operating segment is reviewed routinely for its asset growth, contribution to our income before income taxes, return on average interest earning assets and impairment (if events or circumstances indicate a possible inability to realize the carrying amount). Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segment s. No changes to the operating segments were determined necessary during the nine months ended September 30, 2025. The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans. The duration of the residential mortgage loan portfolio is subject to movements in the market level of interest rates and forecasted prepayment speeds. The average weighted life of the automobile loans within the portfolio is relatively unaffected by movements in the market level of interest rates. However, the average life may be impacted by new loans as a result of the availability of cre …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing