What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-01 compared with 2022-02-28 · 229 added, 203 removed, 366 unchanged (54% of the section changed)

The disclosures set forth in this item are qualified by Item 1A.—Risk Factors and the section captioned “Cautionary Statement Concerning Forward-Looking Statements” in Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of this Annual Report on Form 10-K (referred to as this “report”) and other cautionary statements set forth elsewhere in this report.

Valley National Bancorp, headquartered in Wayne, New Jersey, is a New Jersey corporation organized in 1983 and is registered as a bank holding company and a financial holding company with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (“Holding Company Act”).

The words “Valley,” “the Company,” “we,” “our” and “us” refer to Valley National Bancorp and its wholly owned subsidiaries, unless we indicate otherwise.

Valley National Bancorp, headquartered in Wayne, New Jersey, is a New Jersey corporation organized in 1983 and is registered as a bank holding company and a financial holding company with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (BHC Act).

The words “Valley,” “the Company,” “we,” “our” and “us” refer to Valley National Bancorp and its subsidiaries, unless we indicate otherwise.

At December 31, 2022, Valley had consolidated total assets of $57.5 billion, total net loans of $46.5 billion, total deposits of $47.6 billion and total shareholders’ equity of $6.4 billion.

In addition to its principal subsidiary, Valley National Bank (commonly referred to as the “Bank” in this report), Valley owns all of the voting and common shares of GCB Capital Trust III, State Bancorp Capital Trusts I and II, and Aliant Statutory Trust II at December 31, 2021 through which trust preferred securities were issued.

These trusts are not consolidated subsidiaries.

See Note 11 to the consolidated financial statements.

Valley advertises and identifies itself under the trade names “Valley Bank” and “Valley”.

Valley National Bank has been chartered as a national banking association under the laws of the United States since 1927.

Valley offers a full suite of national and regional banking solutions through various commercial, retail, insurance and wealth management financial services products.

Valley's principal subsidiary, Valley National Bank (commonly referred to as the “Bank” in this report), has been chartered as a national banking association under the laws of the United States since 1927.

Valley and the Bank offer a full suite of national and regional banking solutions through various commercial, private banking, retail, insurance and wealth management financial services products.

Valley provides personalized service and customized solutions to assist its customers with their financial service needs.

Our solutions include, but are not limited to, traditional consumer and commercial deposit and lending products, commercial real estate financing, small business loans, equipment financing, insurance and wealth management financial services products, cash management solutions, and personal financing solutions, such as residential mortgages, home equity loans and automobile financing.

Valley also offers niche financial services, including loan and deposit products for homeowners associations, insurance premium financing and cannabis-related business banking which we offer nationally.

The Bank provides convenient account access to customers through a number of account management services, including access to more than 200 branch locations across New Jersey, New York, Florida and Alabama;

online and mobile banking;

Our solutions include, but are not limited to, traditional consumer and commercial deposit and lending products, commercial real estate financing, asset-based loans, small business loans, equipment financing, insurance and wealth management solutions, and personal financing solutions, such as residential mortgages, home equity loans and automobile financing.

Valley also offers niche financial services, including loan and deposit products for homeowners associations, insurance premium financing, cannabis-related business banking and venture banking, which we offer nationally.

The Bank also provides convenient account access to customers through a number of account management services, including access to more than 200 branch locations across New Jersey, New York, Florida, Alabama, California and Illinois;

online, mobile and telephone banking;

drive-in and night deposit services;

telephone banking;

automated teller machines;

remote deposit capture;

and safe deposit facilities.

In addition, certain international banking services are available to customers, including standby letters of credit, documentary letters of credit and related products, and certain ancillary services, such as foreign exchange transactions, documentary collections, foreign wire transfers, as well as transaction accounts for non-resident aliens.

Valley and the Bank's subsidiaries, excluding trusts, are all included in the consolidated financial statements of Valley (See Exhibit 21 at Part IV, Item 15 for a list of subsidiaries).

These subsidiaries include, but are not limited to:

Valley's consolidated subsidiaries include the Bank, as well as subsidiaries with the following primary functions:

an insurance agency offering property and casualty, life and health insurance;

• an asset management adviser that is a registered investment adviser with the Securities and Exchange Commission (SEC);

asset management advisers that are registered investment advisers with the Securities and Exchange Commission (SEC);

registered securities broker-dealers with the SEC and members of the Financial Industry Regulatory Authority (FINRA);

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;

• subsidiaries which hold, maintain and manage investment assets for the Bank;

• a subsidiary which specializes in health care equipment lending and other commercial equipment leases;

• a subsidiary which owns and services New York commercial loans.

The Bank’s subsidiaries also include real estate investment trust subsidiaries ("REIT" subsidiaries), which own real estate related investments and a REIT subsidiary, which owns some of the real estate utilized by the Bank and related real estate investments.

Except for Valley’s REIT subsidiaries and Valley's insurance agency (10% of which is owned by the insurance agency's co-CEOs), all subsidiaries mentioned above are directly or indirectly wholly owned by Valley.

Because each REIT must have 100 or more shareholders to qualify as a REIT, each REIT subsidiary has issued less than 20 percent of its

2021 Form 10-K

outstanding non-voting preferred stock to individuals, most of whom are current or former Bank employees.

The Bank owns the remaining preferred stock and all the common stock of the REIT subsidiaries.

and a subsidiary which specializes in health care equipment lending and other commercial equipment leases.

Recent Acquisitions

Valley has grown significantly in the past several years both through organic efforts and through bank acquisitions that expanded our business footprint in New Jersey, Florida and New York.

Recent transactions are discussed further below.

Bank Leumi Le-Israel Corporation .

On April 1, 2022, Valley completed its acquisition of Bank Leumi Le-Israel Corporation, the U.S.

subsidiary of Bank Leumi Le-Israel B.M., and parent company of Bank Leumi USA, collectively referred to as “Bank Leumi USA”.

Bank Leumi USA maintained its headquarters in New York City with commercial banking offices in Chicago, Los Angeles, Palo Alto, and Aventura, Florida.

The common shareholders of Bank Leumi USA received 3.8025 shares of Valley common stock and $5.08 in cash for each Bank Leumi USA common share that they owned.

As a result, Valley issued approximately 85 million shares of common stock and paid $113.4 million in cash in the transaction.

Based on Valley’s closing stock price on March 31, 2022, the transaction was valued at $1.2 billion, inclusive of the value of options.

As a result of the acquisition, Bank Leumi Le-Israel B.M.

owned approximately 14 percent of Valley's common stock as of April 1, 2022.

The Westchester Bank Holding Corporation.

On D ecember 1, 2021, Valley completed its acquisition of The Westchester Bank Holding Corporation (Westchester) and its principal subsidiary, The Westchester Bank, which was headquartered in White Plains, New York.

As of December 1, 2021, Westchester had approximately $1.4 billion in a ssets, $915.0 million in loans, and $1.2 billion in deposits after purchase accounting adjustments and a branch network of seven locations in Westchester County, New York.

The acquisition represented a significant addition to Valley's New York franchise, and enabled Valley to expand into the Westchester County, New York market.

The common shareholders of Westchester received 229.645 shares of Valley common stock for each Westchester share they owned prior to the merger.

Full systems integration was completed in February 2022 with minimal disruption to our customers.

However, some normal post-systems integration matters involving back-office and other functions were still underway at the filing date of this report.

On December 1, 2021, Valley completed its acquisition of The Westchester Bank Holding Corporation (Westchester) and its principal subsidiary, The Westchester Bank, which was headquartered in White Plains, New York.

As of December 1, 2021, Westchester had approximately $1.4 billion in assets, $915.0 million in loans, and $1.2 billion in deposits, after purchase accounting adjustments, and a branch network of seven locations in Westchester County, New York.

The common shareholders of Westchester received 229.645 shares of Valley

2022 Form 10-K

common stock for each Westchester share they owned prior to the merger.

The total consideration for the merger was $211.1 million, consisting of approximately 15.7 million shares of Valley common stock.

Dudley Ventures.

2 unchanged sentences

On November 16, 2021, Valley also acquired DV Financial Services, a registered broker-dealer regulated by FINRA, which is largely inactive.

The DV related acquisitions are expected to support our efforts to build differentiated sources of non-interest income.

Oritani Financial Corp.

On December 1, 2019, Valley completed its acquisition of Oritani Financial Corp.

(Oritani) and its wholly-owned subsidiary, Oritani Bank.

Oritani had approximately $4.3 billion in assets, $3.4 billion in net loans, $2.9 billion in deposits, after purchase accounting adjustments, and a branch network of 26 locations.

The acquisition represented a significant addition to Valley's New Jersey franchise, and meaningfully enhanced its presence in the Bergen County market.

The common shareholders of Oritani received 1.60 shares of Valley common stock for each Oritani share that they owned prior to the merger.

The total consideration for the acquisition was approximately $835 million, consisting of approximately 71.1 million shares of Valley common stock and the outstanding Oritani stock-based awards.

Pending Acquisition

Bank Leumi Le-Israel Corporation .

On September 23, 2021, Valley announced that it will acquire Bank Leumi Le-Israel Corporation, the U.S.

subsidiary of Bank Leumi Le-Israel B.M., and parent company of Bank Leumi USA, referred to as "Bank Leumi USA".

Bank Leumi USA maintains its headquarters in New York City and also has commercial banking offices in Chicago, Los Angeles, Palo Alto, and Aventura, Florida.

As of December 31, 2021, Bank Leumi USA had total assets of $8.3 billion, total deposits of $7.1 billion, and gross loans of $5.8 billion.

Valley has received regulatory approval from the Federal Reserve Bank of New York (FRB) and the Office of the Comptroller of the Currency (OCC), as well as Valley shareholder approval of the issuance of Valley common stock in connection with the acquisition.

The acquisition remains subject to regulatory approval by the New York State Department of Financial Services, as well as other customary closing conditions.

The acquisition is anticipated to close in the second quarter of 2022.

See Note 2 to the consolidated financial statements for further details on the above acquisitions.

Impact of COVID-19

During 2021, the novel coronavirus (COVID-19) pandemic continued to have a severe disruptive impact on the U.S.

and global economy, particularly due to supply chain disruptions and labor shortages.

While the U.S.

has experienced an economic rebound during 2021 following large scale vaccinations efforts, the current economic outlook still maintains a high level of uncertainty.

During the fourth quarter 2021 and early stages of 2022, Valley's primary market areas within New Jersey, New York, Florida and Alabama have all experienced significant resurgences of the disease due to the Omicron variant.

As the pandemic is ongoing and dynamic in nature with new potential variants, like Omicron, emerging, we continue to monitor the impact of COVID-19 very closely, including its impact on our employees, customers, vendors, communities, and actions of other governmental and nongovernmental authorities or the Federal Reserve.

The extent to which the COVID-19 pandemic will impact our operations and financial results during the first quarter 2022 and beyond is highly uncertain.

As of the date of this report, our branches are all open;

however lobby services may require scheduled appointments in order to reduce occupancy rates in our facilities and reduce risks to our employees and customers.

At this time, many of our staff in various administrative and support offices maintain hybrid work from home/office

2021 Form 10-K 4

or remote work schedules.

Overall, staffing issues could emerge due to elevated levels of employee absenteeism caused by illness.

We continue to closely monitor local conditions in the areas we serve and will take actions as circumstances warrant and will follow proper protocols designed to ensure safety of our employees and customers and to comply with applicable government directives.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act and additional legislation that followed including the Consolidated Appropriations Act and the American Rescue Plan Act of 2020 provided funding for the Small Business Administration (SBA) Paycheck Protection Program (PPP) designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks.

These loans were intended to offset payroll and other costs to help those businesses remain viable, keep their workers on the payroll and fund specified operating expenses.

Qualifying borrowers could receive loan forgiveness by the SBA under this program.

Subsequent legislation extended the authority of the SBA to guaranty loans under the PPP through August 8, 2020.

In December 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act reauthorized the SBA to guarantee loans under the PPP through March 31, 2021, and the PPP Extension Act of 2021 extended that authorization through June 30, 2021 for applications received by the SBA prior to June 1, 2021.

Valley National Bank is a certified SBA lender and facilitated approximately 21,500 SBA-approved PPP loans with balances totaling $3.2 billion.

As of December 31, 2021, we had $436.0 million of PPP loans still outstanding.

While difficult to accurately predict, we expect the majority of these loans remaining on our books to be forgiven during 2022 in accordance with the rules, application and documentation requirements for this program.

Business Segments

Our business segments are reassessed by management, at least on an annual basis, to ensure the proper identification and reporting of our operating segments.

Valley currently reports the results of its operations and manages its business through four business segments:

commercial lending, consumer lending, investment management, and corporate and other adjustments.

Valley’s Wealth Management Division comprised of trust, asset management, insurance and tax credit advisory services, is included in the consumer lending segment.

See Note 21 to the consolidated financial statements for details of the financial performance of our business segments.

We offer a variety of products and services within the commercial and consumer lending segments as described below.

Commercial Lending Segment

The DV related acquisitions support our efforts to build differentiated sources of non-interest income.

See Note 2 to the consolidated financial statements for further details on these and other acquisitions.

Operating Segments

Our operating segments are reassessed by management, at least on an annual basis, to ensure the proper identification and reporting of our operating segments.

Valley re-evaluated its segment reporting during the second quarter 2022 to consider the Bank Leumi USA acquisition on April 1, 2022, along with other factors, including changes in the internal structure of operations, discrete financial information reviewed by key decision-makers, balance sheet management strategies and personnel.

As a result, Valley currently reports the results of its operations and manages its business through three operating segments:

Commercial Banking, Consumer Banking and Treasury and Corporate Other.

Valley’s Wealth Management and Insurance Services Division, comprised of trust, asset management, insurance and tax credit advisory services, is a reporting unit within the consumer banking segment.

See Note 21 to the consolidated financial statements for additional details, including the financial performance of our operating segments.

Commercial Banking

Commercial and industrial loans .

Commercial and industrial loans totaled approximately $8.8 billion and represented 18.8 percent of the total loan portfolio at December 31, 2022.

We make commercial loans to small and middle market businesses most often located in New Jersey, New York, Florida and Alabama.

Loans originated from Florida accounted for approximately 26 percent of total commercial and industrial loans at December 31, 2021 as compared to 28 percent of such loans at December 31, 2020.

During 2022, we acquired $2.4 billion of commercial and industrial loans from Bank Leumi USA.

We make commercial loans to small and middle market businesses most often located in New Jersey, New York, and Florida, as well as lending on a national basis within our specialty lines of business.

A significant proportion of Valley’s commercial and industrial loan portfolio is granted to long-standing customers of proven ability, strong repayment performance, and high character.

11 unchanged sentences

Unsecured loans, when made, are generally granted to the Bank’s most creditworthy borrowers.

Unsecured commercial and industrial loans totaled $1.0 billion (including $436 million of SBA guaranteed PPP loans) at December 31, 2021.

Unsecured commercial and industrial loans totaled $555.3 million (including $33.6 million of SBA guaranteed PPP loans) at December 31, 2022.

In addition, we provide financing to the health care and industrial equipment leasing market through our leasing subsidiary, Highland Capital Corp.

The commercial portfolio also includes approximately $85.4 million and $576 thousand of New York City and Chicago taxi medallion loans at December 31, 2021, respectively.

All of these loans are on non-accrual status due to ongoing weakness exhibited in the taxi industry caused by strong competition from alternative ride-sharing services and the economic stress caused by COVID-19.

At December 31, 2021, the non-accrual taxi medallion loans had related reserves of $58.5 million, or

2021 Form 10-K

68.0 percent of such loans, within the allowance for loan losses.

We continue to closely monitor this portfolio and negative trends in the market valuations of the underlying taxi medallion collateral and a decline in borrower cash flows, among other factors, could result in additional charges to increase the reserves associated with this loan portfolio.

Valley National Bank is a certified SBA lender and originated $3.2 billion in Paycheck Protection Program (PPP) loans authorized by the CARES Act during 2020 and 2021.

The approximate 21,500 PPP loans to local businesses provided critical funding during an unprecedented economic crisis caused by the COVID-19 pandemic.

Valley supported small businesses throughout the entire PPP process including assistance with the subsequent PPP loan forgiveness process.

At December 31, 2022, Valley had $33.6 million of PPP loans that remained outstanding as compared to $436.0 million at December 31, 2021.

Commercial real estate loans.

Commercial real estate and construction loans totaled $29.4 billion and represented 62.7 percent of the total loan portfolio at December 31, 2022.

We originate commercial real estate loans that are secured by various diversified property types across the New York metropolitan area (New Jersey, New York and Pennsylvania) along with Florida and our Alabama footprint.

Property types in this portfolio range from multi-family residential properties to non-owner occupied commercial, industrial/warehouse and retail.

Loans originated from Florida lending represented 26 percent of the total commercial real estate loans at both December 31, 2021 and 2020.

During 2022, we acquired $3.1 billion of commercial real estate loans from Bank Leumi USA.

We originate commercial real estate loans that are secured by various diversified property types across the New York metropolitan area (New Jersey, New York and Pennsylvania), Florida and our other primary market footprints.

Property types in this portfolio range from multi-family residential properties to non-owner occupied commercial, industrial/

2022 Form 10-K

warehouse and retail.

Loans are generally written on an adjustable basis with rates tied to a specifically identified market rate index.

7 unchanged sentences

Our construction loans totaling approximately $3.7 billion at December 31, 2022 are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk.

During 2022, we acquired $834 million of construction loans from Bank Leumi USA.

Within our construction portfolio, we have a diverse mix of both residential (for sale and rental) and commercial development projects.

3 unchanged sentences

These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

Consumer Lending Segment

Consumer Banking

Residential mortgage loans .

14 unchanged sentences

Additionally, Valley originates jumbo residential mortgage loans, which are mostly fixed-rate with 30-year maturities.

At December 31, 2021, fixed and adjustable rate jumbo residential mortgage loans totaled approximately $2.0 billion and $854 million, respectively.

At December 31, 2022, fixed and adjustable rate jumbo residential mortgage loans totaled approximatel y $2.6 billion and $1.1 billion, respectively.

Interest-only (i.e., non-amortizing) residential mortgage loans within our jumbo portfolio totaled $193.3 million (or 3.60 percent of the total residential mortgage loan portfolio) at December 31, 2022.

1 unchanged sentence

See Notes 5 and 8 to the consolidated financial statements for further details.

2021 Form 10-K 6

Other consumer loans .

3 unchanged sentences

Automobile originations (including light truck and sport utility vehicles) are largely produced via indirect channels, originated through approved automobile dealers.

We implemented our indirect auto lending model in Florida and Alabama during 2015 and 2018, respectively, using our New Jersey based underwriting and loan servicing platform.

The Florida auto dealer network generated approximate ly $143.6 million and $84.6 million of auto loans in 2021 and 2020, respectively, while the auto loans originated from Alabama totaled $49.4 million in 2021 as compared to $22.0 million in 2020.

Home equity lending consists of both fixed and variable interest rate products mainly to provide home equity loans to our residential mortgage customers or take a secondary position to another lender’s first lien position within the footprint of our primary lending territories.

Our indirect auto lending model in Florida and Alabama uses New Jersey based underwriting and loan servicing platform.

The Florida auto dealer network generated approximately $134.1 million and $143.6 million of auto loans in 2022 and 2021, respectively, while the auto loans originated from Alabama totaled $29.5 million in 2022 as compared to $49.4 million in 2021.

Home equity lending consists of both fixed and variable interest rate products

2022 Form 10-K

mainly to provide home equity loans to our residential m ortgage customers or take a secondary position to another lender’s first lien position within the footprint of our primary lending territories.

We generally will not exceed a combined (i.e., first and second mortgage) loan-to-value ratio of 80 percent when originating a home equity loan.

3 unchanged sentences

Wealth Management.

Our Wealth Management and Insurance Services Division provides asset management advisory services, trust services, commercial and personal insurance products, title insurance, and tax credit advisory services.

Our Wealth Management and Insurance Services Division provides asset management advisory, brokerage, trust, commercial, personal and title insurance, and tax credit advisory services.

Asset management advisory services include investment services for individuals and small to medium sized businesses, trusts and custom-tailored investment strategies designed for various types of retirement plans.

Our brokerage services mainly facilitate the buying and selling of registered securities for banking clients.

Trust services include living and testamentary trusts, investment management, custodial and escrow services, and estate administration primarily to individuals.

Tax credit advisory services include sourcing, syndication, and structuring federal and state tax credits for commercial customers and development projects.

Investment Management Segment

Although we are primarily focused on our lending and wealth management services, a large portion of our income is generated through investments in various types of securities, and depending on our liquid cash position, interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York), as part of our asset/liability management strategies.

As of December 31, 2021, our total investment securities and interest bearing deposits with banks were $3.9 billion and $1.8 billion, respectively.

Treasury and Corporate Other

Although we are primarily focused on our lending and wealth management services, a large portion of our income is generated through investments in various types of securities.

Treasury and Corporate Other largely consists of the Treasury managed held to maturity and available for sale debt securities portfolios mainly utilized in the liquidity management needs of our lending segments and income and expense items resulting from support functions not directly attributable to a specific segment.

As of December 31, 2022, our total investment securities and interest bearing deposits with banks were $5.2 billion and $503.6 million, respectively.

See the “Investment Securities Portfolio” section of the MD&A and Note 4 to the consolidated financial statements for additional information concerning our investment securities.

Changes in Loan Portfolio Composition

At December 31, 2021 and 2020, approximately 75 percent and 72 percent, respectively, of Valley’s gross loans totaling $34.2 billion and $32.2 billion, respectively, consisted of commercial real estate (including construction loans), residential mortgage, and home equity loans.

The remaining 25 percent and 28 percent at December 31, 2021 and 2020, respectively, consisted of loans not collateralized by real estate.

At December 31, 2022 and 2021, approximately 75 percent of Valley’s gross loans totaling $46.9 billion and $34.2 billion, respectively, consisted of commercial real estate (including construction loans), residential mortgage and home equity loans.

The remaining 25 percent at both December 31, 2022 and 2021, respectively, consisted of loans not collateralized by real estate.

Valley has no internally planned changes that would significantly impact the current composition of our loan portfolio by loan type.

5 unchanged sentences

MD&A in this report for further discussion of our loan composition and concentration risks.

2021 Form 10-K

The following table presents the loan portfolio segments by state as an approximate percentage of each applicable segment and our percentage of total loans by state at December 31, 2021.

Percentage of Loan Portfolio Segment:

The following table presents the loan portfolio and loans held for sale by segments by state and our percentage of total loans by state at December 31, 2022.

Loan Portfolio and Loans Held for Sale by Segment:

Commercial and Industrial Commercial

Real Estate Residential Consumer % of Total

New Jersey 28 % 25 % 35 % 38 % 28 %

Real Estate Residential Consumer Total % of Total

New York $ 2,030,012 $ 10,399,920 $ 1,455,664 $ 907,999 $ 14,793,595 32 %

Florida 2,316,846 7,956,045 1,412,092 498,723 12,183,706 26

Pennsylvania 2 2 1 7 2

Alabama 1 2 1 3 2

New Jersey 1,778,539 6,049,451 1,805,649 1,190,865 10,824,504 23

California 479,433 1,040,358 96,476 45,030 1,661,297 4

Connecticut 1 * 1 2 1

Illinois 217,778 429,732 4,621 34,822 686,953 1

Alabama 65,215 375,300 36,550 81,583 558,648 1

Other 1,917,007 3,182,062 571,616 555,930 6,226,615 13

Total $ 8,804,830 $ 29,432,868 $ 5,382,668 $ 3,314,952 $ 46,935,318 100 %

* Represents less than one percent of the loan portfolio segment.

Loans held for sale, at fair value — — 18,118 — 18,118

Total loan portfolio $ 8,804,830 $ 29,432,868 $ 5,364,550 $ 3,314,952 $ 46,917,200

2022 Form 10-K

Risk Management

5 unchanged sentences

Valley’s Board performs its risk oversight function primarily through several standing committees, including the Risk Committee, all of which report to the full Board.

The full Board regularly engages in discussions of risk management and receives reports on risk factors from our executive management, other Company officers and the chairman of the Risk Committee.

The full Board regularly engages in discussions of risk management and receives reports on risk factors from our executive management, other Company officers and the chair of the Risk Committee.

The Risk Committee assists the Board with among other things, oversight of management's established enterprise-wide risk management framework and risk culture which are intended to align with Valley’s strategic plan and which the Risk Committee deems appropriate for Valley’s capital, business activities, size and risk appetite.

2 unchanged sentences

With guidance from and oversight by the Risk Committee, management continually refines and enhances its risk management policies, procedures and monitoring programs to be able to adapt to changing risks.

While Valley is no longer required to publish company-run annual stress tests under the Dodd-Frank Act, it continues to internally run stress tests of its capital position that are subject to review by Valley's primary regulators.

Valley continues to internally run stress tests of its capital position that are subject to review by Valley's primary regulators.

The Bank’s 2022 Capital Stress Test included a climate related scenario that considered geographical climate events within the Bank’s diverse footprint.

3 unchanged sentences

Information security includes the risk of losses resulting from cyber-attacks.

Valley frequently experiences attempted cyber security attacks against its systems, including a 2021 breach by a threat actor of a legacy network from an acquired bank as described in Item 1A.

Risk Factors below.

However, to date, none of these incidents have resulted in material losses or significant disruption of services to our customers.

Over the last several years, we have continued to significantly increase the resources dedicated to cyber security.

Valley frequently experiences attempted cyber security attacks against its systems as described in Item 1A.

To date, there have been no incidents that have resulted in material losses or significant disruption of services to our customers.

Over the last several years, we have continued to significantly increase the resources dedicated to cybersecurity.

We believe that further increases are likely to be required in the future, in anticipation of increases in the sophistication and persistence of cyber-attacks.

We employ personnel dedicated to overseeing the infrastructure and systems necessary to defend against cyber security

2021 Form 10-K 8

We employ personnel dedicated to overseeing the infrastructure and systems necessary to defend against cyber security incidents.

Senior management is briefed on information and cyber security matters, preparedness and any incidents requiring a response.

11 unchanged sentences

Loan portfolio diversification is an important factor utilized by us to manage the portfolio’s risk across business sectors, geographic markets and through cyclical economic circumstances.

2022 Form 10-K

Our historical and current loan underwriting practice prohibits the origination of payment option adjustable residential mortgages which allow for negative interest amortization and subprime loans.

2 unchanged sentences

Loan underwriting and loan documentation .

Loans are well documented in accordance with specific and detailed underwriting policies and verification procedures.

Loan approvals are well documented in accordance with specific and detailed underwriting policies and verification procedures.

General underwriting guidance is consistent across all loan types with possible variations in procedures and due diligence dictated by specific loan requests.

10 unchanged sentences

In addition to these types of collateral, we, in many cases, will obtain the personal guarantee of the borrower’s principals or an affiliated corporate entity to mitigate the risk of certain commercial and industrial loans and commercial real estate loans.

Valley does not accept crypto assets as loan collateral.

Many times, we will underwrite loans to legal entities formed for the limited purpose of the business which is being financed.

2 unchanged sentences

Absent such guarantees or approval by our credit committee, our commercial real estate underwriting guidelines require that the loan to value ratio (at origination) should not exceed 60 percent, except for certain low risk loan categories where the loan to value ratio requirement may be higher, based on the estimated market value of the property as established by an independent licensed appraiser.

2021 Form 10-K

Reevaluation of collateral values .

3 unchanged sentences

Examples of factors that could cause material changes to reported values include the passage of time, the volatility of the local market, the availability of financing, the inventory of competing properties, new improvements to, or lack of maintenance of, the subject or competing surrounding properties, changes in zoning and environmental contamination.

Certain collateral-dependent loans are reported at the fair value of the underlying collateral (less estimated selling costs) if repayment is expected solely from the collateral and are commonly referred to as “collateral dependent loans.” Commercial real estate loans are collateralized by real estate and construction loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk.

Residential and home equity loans are collateralized by residential real estate.

Collateral values for such existing loans are typically estimated using individual appraisals performed every 12 months (or 18 months for collateral dependent loans no greater than $1.0 million with current loan to value ratios less than 75 percent).

Collateral values for such existing loans are typically estimated using individual appraisals performed every 12 months (or 18 months for collateral dependent loans less than $1.0 million with current loan to value ratios not exceeding 75 percent).

Between scheduled appraisals, property values are monitored within the commercial portfolio by reference to recent trends in commercial property sales as published by leading industry sources.

2 unchanged sentences

However, certain residential mortgage loans may be originated for sale and sold without new appraisals when the investor (Fannie Mae or Freddie Mac) accepts a refinance of an existing government sponsored enterprise loan without the benefit of a new appraisal.

Additionally, all loan types are assessed for full or partial charge-off when they are between 90 and 120 days past due (or sooner when the borrowers’ obligation has been released in bankruptcy) based upon their estimated net realizable value.

Additionally, all loan types are assessed for full or partial

2022 Form 10-K

charge-off when they are between 90 and 120 days past due (or sooner when the borrowers’ obligation has been released in bankruptcy) based upon their estimated net realizable value.

See Note 1 to our consolidated financial statements for additional information concerning our loan portfolio risk elements, credit risk management and our loan charge-off policy.

3 unchanged sentences

Additionally, on a case-by-case basis, we may extend, restructure, or otherwise modify the terms of existing loans from time to time to remain competitive and retain certain profitable customers, as well as assist customers who may be experiencing financial difficulties.

If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a troubled debt restructured loan (TDR), except for loans modified under the CARES Act, as described in the next section.

If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a troubled debt restructured loan (TDR).

The majority of the concessions made for TDRs involve an extension of the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate, lowering the monthly payments on loans through either a reduction in interest rate below a market rate or a combination of these two methods.

The concessions rarely result in the forgiveness of principal or accrued interest.

Concessions rarely result in the forgiveness of principal or accrued interest.

In addition, Valley frequently obtains additional collateral or guarantor support when modifying such loans.

1 unchanged sentence

Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.

CARES Act Loan Modifications

In response to the COVID-19 pandemic and its economic impact to certain customers, Valley implemented short-term loan modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that were insignificant, when requested by customers.

These modifications complied with the CARES Act to provide temporary payment relief to those borrowers directly impacted by the COVID-19 pandemic who were not more than 30 days past due as of December 31, 2019.

Generally, the modification terms allow for a deferral of payments for up to 90 days, which Valley could extend for an additional 90 days.

Any extensions beyond this period were made in accordance with applicable regulatory guidance.

Valley had approximately $28 million of outstanding loans remaining in their payment deferral period under short-term modifications as of December 31, 2021, as compared to approximately $361 million as of December 31, 2020.

2021 Form 10-K 10

CARES Act and the Enhancement Act and other applicable guidance, none of these loans were considered TDRs as of December 31, 2021 and 2020.

Extension of Credit to Past Due Borrowers

5 unchanged sentences

The estimate of expected credit losses under the current expected credit losses (CECL) methodology adopted on January 1, 2020 is based on relevant information about the past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.

CECL methodology to estimate the allowance for loan losses has two components:

(i) a collective reserve component for estimated lifetime expected credit losses for pools of loans that share common risk characteristics and (ii) an individual reserve component for loans that do not share common risk characteristics.

Our CECL methodology to estimate the allowance for loan losses has two components:

The allowance for unfunded credit commitments mainly consists of undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit valued using a similar methodology as used for loans.

Valley estimated the collective ACL using a current expected credit losses methodology which is based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the loan balances.

Management's estimate of expected losses inherent in these off-balance sheet credit exposures also incorporates estimated utilization rate over the commitment's contractual period or an expected pull-through rate for new loan commitments.

3 unchanged sentences

Loans Originated by Third Parties

From time to time, the Bank makes purchases of commercial real estate loans and loan participations, residential mortgage loans, automobile loans, and other loan types, originated by, and sometimes serviced by, other financial institutions.

The purchase decision is usually based on several factors, including current loan origination volumes, market interest rates, excess liquidity, our continuous efforts to meet the credit needs of certain borrowers under the Community Rein vestment Act (CRA), as well as other asset/liability management strategies.

The Bank makes purchases of various types of commercial loans and loan participations and residential mortgage loans originated by, and sometimes serviced by, other financial institutions.

We generally do not purchase other types of loans.

The loan purchase decision is usually based on several factors, including current loan origination volumes, market interest rates, excess liquidity, our continuous efforts to meet the credit needs of certain borrowers under the Community Rein vestment Act (CRA), as well as other asset/liability management strategies.

Valley purchased approximately $36.6 million and $58.3 million of 1-4 family loans, qualifying for CRA purposes during 2022 and 2021, respectively.

All purchased loans are selected using Valley’s normal underwriting criteria at the time of purchase, or in some cases guaranteed by third parties.

Purchased commercial and industrial, and commercial real estate participation loans are generally seasoned loans with expected shorter durations.

Purchased commercial and industrial, and commercial real estate participation loans are, at times seasoned loans with expected shorter durations, but generally purchased at inception.

Additionally, each purchased participation loan is stress-tested by Valley to assure its credit quality.

Purchased commercial loans (including commercial and industrial and commercial real estate loans) and residential mortgage loans totaled approximately $666.0 million and $543.0 million, respectively, at December 31, 2021 representing 3.54 percent, and 11.95 percent of our total commercial and residential mortgage loans, respectively.

2022 Form 10-K

Purchased commercial loans (including commercial and industrial and commercial real estate participation loans) and residential mortgage loans totaled approximately $1.1 billion and $493.4 million, respectively, at December 31, 2022 representing 3.4 percent, and 9.2 percent of our total commercial and residential mortgage loans, respectively.

At December 31, 2022, 2.7 percent of commercial loans originated by third parties were past due 30 days or more, which represented 9.5 percent of our total commercial loan portfolio delinquencies, and 2.7 percent of residential mortgage loans originated by third parties were past due 30 days or more which represented 28.2 percent of our total residential mortgage portfolio delinquencies.

1 unchanged sentence

See the “Loan Portfolio” section of our MD&A of this report below for additional information.

Valley National Bank is one of the largest commercial banks headquartered in New Jersey, with its primary markets located in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida and Alabama.

Valley National Bank is one of the largest commercial banks headquartered in New Jersey, with its top markets located in northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn and Queens, Long Island, Westchester County, New York, Florida and Alabama.

Valley ranked 16th in competitive ranking and market share based on the deposits reported by 162 FDIC-insured financial institutions in the New York, Northern New Jersey and Long Island deposit markets as of June 30, 2022.

The FDIC also ranked Valley 6th, 27th, 17th, and 16th in the states of New Jersey, New York, Florida, and Alabama, respectively, based on deposit market share as of June 30, 2022.

While our FDIC rankings reflect a solid foundation in our primary markets, the market for banking and bank-related services is highly competitive and we face

2021 Form 10-K

substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources than Valley to deal with the potential negative changes in the financial markets and regulatory landscape.

Many of these competitors may have fewer regulatory constraints, broader geographic service areas, greater capital, and, in some cases, lower cost structures.

While our FDIC rankings reflect a solid foundation in our primary markets, the market for banking and bank-related services is highly competitive and we face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources than Valley to deal with the potential negative changes in the financial markets and regulatory landscape.

Many of these competitors may have fewer regulatory co nstraints, greater resources and lending limits than we, have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide.

In addition, larger competitors may be able to price loans and deposits more aggressively than we do.

Valley competes with other providers of financial services such as commercial and savings banks, savings and loan associations, credit unions, money market and mutual funds, mortgage companies, title agencies, asset managers, insurance companies, and a large list of other local, regional and national institutions which offer financial services.

10 unchanged sentences

We continually review our pricing, products, locations, alternative delivery channels and various acquisition prospects, and periodically engage in discussions regarding possible acquisitions to maintain and enhance our competitive position.

2022 Form 10-K

Human Capital

6 unchanged sentences

Diversity, Equity and Inclusion.

We believe that the diversity of our associates makes us stronger.

Thus, we strive to foster a strong and inclusive culture that is committed to providing the quality service to our customers, the communities in which we operate and each other.

We encourage everyone to expand their points of view, to be open-minded and to seek to understand our individual differences.

Valley embraces and values the unique perspective each employee brings to the workplace.

2021 Form 10-K 12

As of December 31, 2021, the population of our workforce broken down by gender and diversity was as follows, based on information voluntarily provided by our workforce:

In comparison to the percentages shown in the tables above, the population of our workforce was approximately 59 percent and 41 percent White and People of Color, respectively, and 65 percent and 35 percent Female and Male, respectively, as of December 31, 2020.

We embrace and value our inclusive culture of belonging that celebrates unique perspectives and experiences.

We leverage our strong and inclusive culture to provide quality service to our customers, the communities in which we operate and each other.

We remain focused on one guiding principle - we all belong at Valley.

This vision drives our Associate Resource Group Program (ARG Program), which is open to every Valley associate and our Diversity Equity and Inclusion (DEI) Governance Framework.

Within this framework, we strive to enhance our ability to bring new ideas to the table, raise new questions, innovate our practices and products, and strengthen our connections with our communities.

This structure includes the DEI Leadership Advisory Council, chaired by our CEO, which is charged with maintaining Valley’s commitment to DEI and ensuring that these principles are part of Valley’s business practices and policies.

As of December 31, 2022, the population of our workforce broken down by diversity and gender was as follows, based on information voluntarily provided by our workforce:

In comparison to the percentages shown above, the diversity of the population of our workforce was relatively unchanged from one year ago, whereas of December 31, 2021, 63 percent and 37 percent identified as Female and Male, respectively.

Total Rewards.

2 unchanged sentences

Health and Safety.

We are committed to the safety and well-being of our associates.

Since the onset of the COVID-19 pandemic, we have endeavored to provide an environment aligned with a positive customer experience while embracing safety protocols that have become a way of life.

Maintaining alignment with state, local and CDC COVID-19 mandates and recommendations, Valley implemented work rules and protocols within our facilities that have created an environment where essential work can be done.

Remote work allows many of our Associates to provide service to the Bank and our customers while providing business resiliency through location differentiation.

Within both our Talent Acquisition and Talent Development teams, our goal of attracting, developing, and retaining the most qualified people is crucial to all aspects of Valley's activities and long-term success and is central to our long-term strategy.

We actively engage our senior business leaders in reviewing their critical roles in coordination with their strategic talent initiatives.

Our annual Talent Review and Succession Planning process has created a broader understanding of our key talent and our flagship Leadership Development programs provide meaningful development and experiences that challenge our high potential associates.

Valley remains committed to the safety, health and well-being of our associates.

Valley recently increased the duration of our paid short-term disability benefit for eligible associates dealing with personal illness.

Our bereavement leave was also revised to provide associates more flexibility when faced with the loss of a significant person in their life.

Valley introduced paid parental leave to all birth, adoptive and foster parents to support bonding.

We continue to engage with associates who request a reasonable accommodation to perform their role and promote our Employee Assistance Program.

Valley keeps the associate contribution to our health plans low and promotes incentives offered by our insurance carriers to stay healthy and prevent chronic illness.

Valley partners with our 401(k) plan provider to educate associates on financial wellness solutions.

In addition to paid time off for vacation and other personal needs, Valley further encourages work-life balance by offering partial and full-time remote work arrangements and flexible work hours to many of our associates.

Associates may also use two paid days off a year to volunteer their time to a cause that is important to them.

2022 Form 10-K

Our overall purpose and goal to attract, develop and retain key and top talent within both our Talent Acquisition and Talent Development teams is crucial to all aspects of Valley's activities and long-term success and is central to our long-term strategy.

We actively engage our senior business leaders in reviewing their critical roles in coordination with their strategic talent initiatives through our annual Talent Review and Succession Planning process, which has created a broader understanding of our key talent needs.

We continue to evolve our workplace strategies that center on the people experience with a breadth of development opportunities, including our flagship Leadership Development programs, to provide meaningful experiences that challenge our high potential and high performing associates.

Our goal is to enhance the core capabilities of our top talent in leadership and management skills to prepare them for future roles.

We also continue to look to strengthen Valley’s position as an Employer of Choice by enhancing our end-to-end associate onboarding experience and leveraging our annual engagement survey results to continue to influence our culture and employee satisfaction.

Corporate Social and Environmental Responsibility

Valley recognizes the social and environmental responsibility that arises from the impact of our activities on peoples’ lives and society as a whole.

To comply with this responsibility, we established the Environmental, Social and Governance (ESG) Council in 2020 with respect to ESG issues.

To comply with this responsibility, we established the Environmental, Social and Governance (ESG) Council in 2020 with respect to ESG issues and issued our first ESG report in 2021.

The Council helps guide us to consider how environmental, social and governmental issues impact Valley’s ability to achieve its long-term strategy while being socially responsible.

Additional information regarding Valley's human capital management and corporate social and environmental responsibility can be found under “Environmental, Social and Governance (ESG) Matters” in our 2023 Proxy Statement when it is issued.

2021 Form 10-K

Information about our Executive Officers

3 unchanged sentences

Iadanza 64 2015 President of Valley and Valley National Bank

Hagedorn 55 2019 Senior Executive Vice President, Chief Financial Officer, and interim Chief Risk Officer of Valley and Valley National Bank 2015 - 2018 Vice Chairman, UMB Financial Corporation, President and CEO, UMB Bank n.a.

Chillura 55 2020 Senior Executive Vice President of Valley and Valley National Bank, Commercial Banking

Janis 73 2017 Senior Executive Vice President, General Counsel, and Corporate Secretary of Valley and Valley National Bank

Hagedorn 56 2019 Senior Executive Vice President, Chief Financial Officer of Valley and Valley National Bank 2015 - 2018 Vice Chairman, UMB Financial Corporation, President and CEO, UMB Bank n.a.

Chillura 56 2020 Senior Executive Vice President of Valley and President, Commercial Banking, of Valley National Bank

Raja Dakkuri 51 2022 Senior Executive Vice President, Chief Risk Officer of Valley and Valley National Bank 2015 - 2022 Executive at Bank Leumi USA since 2015 where he was most recently the CFO & COO

Surowiec 62 2017 Senior Executive Vice President of Valley and Chief People Officer of Valley National Bank

Mark Saeger 58 2018 Executive Vice President of Valley and Chief Credit Officer of Valley National Bank

Crandell 51 2007 Executive Vice President and Chief Accounting Officer of Valley and Valley National Bank

Crandell 52 2007 Executive Vice President, Chief Accounting Officer of Valley and Valley National Bank

All officers serve at the pleasure of the Board of Directors.

Bardusch ceased serving as Senior Executive Vice President of Valley and Chief Operating Officer of the Bank effective February 16, 2022.

Available Information

1 unchanged sentence

We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto available on our website at www.valley.com without charge as soon as reasonably practicable after filing or furnishing them to the SEC.

Also available on our website, are Valley’s Code of Conduct and Ethics that applies to all of our employees, including our executive officers and directors, Valley’s Audit Committee Charter, Valley’s Compensation and Human Capital Management Committee Charter, Valley’s Nominating and Corporate Governance Committee Charter, and Valley’s Corporate Governance Guidelines.

2022 Form 10-K

and Human Capital Management Committee Charter, Valley’s Nominating and Corporate Governance Committee Charter, and Valley’s Corporate Governance Guidelines.

Additionally, we will provide without charge a copy of our Annual Report on Form 10-K or the Code of Conduct and Ethics to any shareholder by mail.

9 unchanged sentences

It is intended only to briefly summarize some material provisions.

2021 Form 10-K 14

Bank Holding Company Regulation

Valley is a bank holding company within the meaning of the Holding Company Act.

Valley is a bank holding company within the meaning of the BHC Act.

As a bank holding company, Valley is supervised by the FRB and is required to file reports with the FRB and provide such additional information as the FRB may require.

In July 2021, Valley elected to be treated as a financial holding company.

The Holding Company Act prohibits Valley, with certain exceptions, from acquiring direct or indirect ownership or control of five percent or more of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to subsidiary banks, except that it may, upon application, engage in, and may own shares of companies engaged in, certain businesses found by the FRB to be so closely related to banking “as to be a proper incident thereto.” The Holding Company Act requires prior approval by the FRB of the acquisition by Valley of five percent or more of the voting stock of any other bank.

The BHC Act prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of five percent or more of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to subsidiary banks, except that it may, upon application, engage in, and may own shares of companies engaged in, certain businesses found by the FRB to be so closely related to banking “as to be a proper incident thereto.” As detailed further below, a bank holding company that has elected to be treated as a financial holding company, as Valley has, may engage in a broader range of non-banking activities that are “financial in nature.” The BHC Act requires prior approval by the FRB of the acquisition by Valley of five percent or more of the voting stock of any other bank.

Satisfactory capital ratios, Community Reinvestment Act ratings, and anti-money laundering policies are generally prerequisites to obtaining federal regulatory approval to make acquisitions.

1 unchanged sentence

Acquisitions through the Bank require approval of the OCC.

The Holding Company Act does not place territorial restrictions on the activities of non-bank subsidiaries of bank holding companies.

The BHC Act does not place territorial restrictions on the activities of non-bank subsidiaries of bank holding companies.

As a financial holding company, Valley may engage in a broader range of non-banking activities than permitted for bank holding companies and their subsidiaries that have not elected to become financial holding companies.

Financial holding companies may engage directly or indirectly, either de novo or by acquisition, in activities that are defined by the Federal Reserve to be financial in nature, provided that the financial holding company gives the Federal Reserve after-the-fact notice of certain new activities.

Financial holding companies may engage directly or indirectly, either de novo or by acquisition, in activities that are defined under the BHC Act or determined by the Federal Reserve to be financial in nature or incident to a financial activity, provided that the financial holding company gives the Federal Reserve after-the-fact notice of certain new activities.

Activities defined to be financial in nature include, but are not limited to:

3 unchanged sentences

making merchant banking investments, subject to significant limitations;

and any activities previously found by the Federal Reserve to be closely related to banking.

and any activities previously found by the Federal Reserve to be so closely related to banking as to be a proper incident thereto.

In order to maintain our status as a financial holding company, we and the Bank are expected to be well capitalized and well managed, as defined in applicable regulations and determined in part by the results of regulatory examinations, and must comply with Community Reinvestment Act obligations.

3 unchanged sentences

Various laws and the regulations thereunder applicable to Valley and its bank subsidiary impose restrictions and requirements in many areas, including capital requirements, the maintenance of reserves, establishment of new offices, the making of loans and investments, consumer protection, employment practices, bank acquisitions and entry into new types of business.

There are various legal limitations, including Sections 23A and 23B of the Federal Reserve Act, which govern the extent to which a bank subsidiary may finance or otherwise supply funds to its holding company or its holding company’s non-bank subsidiaries.

There are various legal

2022 Form 10-K

limitations, including Sections 23A and 23B of the Federal Reserve Act, which govern the extent to which a bank subsidiary may finance or otherwise supply funds to its holding company or its holding company’s non-bank subsidiaries.

Under federal law, no bank subsidiary may, subject to limited exceptions, make loans or extensions of credit to, or investments in the securities of, its parent or the non-bank subsidiaries of its parent (other than direct subsidiaries of such bank which are not financial subsidiaries) or take their securities as collateral for loans to any borrower.

9 unchanged sentences

• 4.0 percent Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

2021 Form 10-K

Under Basel III, both Valley and Valley National Bank are required to maintain a 2.5 percent “capital conservation buffer” on top of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7.0 percent, (ii) Tier 1 capital to risk-weighted assets of at least 8.5 percent, and (iii) total capital to risk-weighted assets of at least 10.5 percent.

14 unchanged sentences

Valley National Bank’s capital ratios were all above the minimum levels required for it to be considered a “well capitalized” financial institution at December 31, 2022, under the “prompt corrective action” regulations.

For regulatory capital purposes, in accordance with the Federal Reserve Board’s final interim rule as of April 3, 2020, 100 percent of the CECL Day 1 impact to shareholders' equity equaling $28.2 million after-tax was deferred for a two-year period ending January 1, 2022, and will be phased in on a pro-rata basis over a three-year period ending January 1, 2025.

Additionally, 25 percent, or $19.1 million on an after tax basis of the reserve build (i.e., provision for credit losses less net charge-offs) since CECL adoption through December 31, 2021 is being phased in over the same time frame.

We estimate these deferrals when fully phased in will reduce our risk based capital ratios by approximately 14 basis points.

For regulatory capital purposes, in accordance with the Federal Reserve Board’s final interim rule as of April 3, 2020, w e deferred 100 percent of the CECL Day 1 impact to shareholders' equity plus 25 percent of the reserve build (i.e., provision for credit losses less net charge-offs) for a two-year period ending January 1, 2022.

On January 1, 2022, the deferral amount totaling $47.3 million after-tax started to be phased-in by 25 percent and will increase by 25 percent per year until fully phased-

2022 Form 10-K

in on January 1, 2025.

As of December 31, 2022, approximately $11.8 million of the $47.3 million deferral amount was recognized as a reduction to regulatory capital and, as a result, reduced our risk-based capital ratios by approximately 3 basis points.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act)

8 unchanged sentences

However, the 2018 Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”) and a joint interagency statement regarding the impact of the EGRRCPA resulted in Valley and the Bank being no longer subject to the stress testing requirements.

However, under safety and soundness principles we continues to conduct stress testing of our own design.

2021 Form 10-K 16

However, under safety and soundness principles we continue to conduct stress testing of our own design.

The Volcker Rule (contained in the Dodd-Frank Act) prohibits an insured depository institution and its affiliates from:

6 unchanged sentences

The Dodd-Frank Act requires the federal bank regulators and the SEC to maintain guidelines prohibiting incentive-based payment arrangements at specified regulated entities, including us and our Bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal stockholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity.

The FRB and the OCC review, as part of their regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.

The FRB and the OCC review, as part of their regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, similar to the Bank, which are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.

Dividend Limitations

7 unchanged sentences

Valley National Bank’s authority to extend credit to its directors, executive officers and 10 percent shareholders, as well as to entities controlled by such persons (insiders), is currently governed by the requirements of the National Bank Act, Sarbanes-Oxley Act and Regulation O of the FRB thereunder.

Among other things, these provisions require that extensions of credit to insiders (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital.

Among other things, these provisions require that extensions of

2022 Form 10-K

credit to insiders (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital.

In addition, extensions of credit in excess of certain limits must be approved by the Bank’s Board of Directors.

3 unchanged sentences

Community Reinvestment

Under the Community Reinvestment Act (CRA), as implemented by OCC regulations, a national bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate-income neighborhoods.

Under the Community Reinvestment Act (CRA), as implemented and overseen by federal banking regulators, a national bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low-and moderate-income neighborhoods.

The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community.

The CRA requires the OCC, in connection with its examination of a national bank, to assess the association’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such association.

The CRA requires regulators, in connection with its examination of a national bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.

The CRA also requires all institutions to make public disclosure of their CRA ratings.

Valley National Bank received an overall “outstanding” CRA rating in its most recent completed examination for the three-year period ending in 2021.

Valley National Bank is due for another examination in 2022 covering the three-year period ending in 2021.

2021 Form 10-K

A bank which does not have a CRA program that is deemed satisfactory or better by its regulator may be prevented from making acquisitions.

A bank that does not have a CRA program that is deemed "satisfactory" or better by its regulator may be prevented from making acquisitions.

USA PATRIOT Act

8 unchanged sentences

The OCC, along with other banking agencies, have strictly enforced various anti-money laundering and suspicious activity reporting requirements using formal and informal enforcement tools to cause banks to comply with these provisions.

A bank which is issued a formal or informal enforcement requirement with respect to its Anti Money Laundering program will be prevented from making acquisitions.

A bank that is issued a formal or informal enforcement requirement with respect to its Anti Money Laundering program will be prevented from making acquisitions.

Office of Foreign Assets Control Regulation (OFAC)

3 unchanged sentences

Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

2022 Form 10-K

Consumer Financial Protection Bureau Supervision

9 unchanged sentences

• Fair Credit Reporting Act and Regulation V, governing the provision of consumer information to credit reporting agencies and the use of consumer information;

2021 Form 10-K 18

• Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies.

12 unchanged sentences

The Dodd-Frank Act made permanent a $250 thousand limit for federal deposit insurance.

London Interbank Offered Rate

Central banks around the world, including the FRB, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for the London Interbank Offered Rate (LIBOR) based on observable market transactions because of the phase out of LIBOR.

In the U.S., these working groups recommended the Secured Overnight Financing Rate (SOFR) as the replacement for LIBOR.

Transition from London Interbank Offered Rate

Central banks around the world, including the FRB, are working to implement the transition from the London Interbank Offered Rate (LIBOR) to replacement benchmarks including the Secured Overnight Financing Rate (SOFR) in the United

2022 Form 10-K

Most tenors of LIBOR will cease being published on June 30, 2023, although some tenors ceased at the end of 2021.

2 unchanged sentences

The transition away from LIBOR also required extensive changes to the contracts that govern these LIBOR-based products, as well as our systems and processes.

On April 6, 2021, the State of New York enacted legislation which provides that any contract governed by New York law and which references LIBOR and which does not contain effective “fallback provisions” will be deemed to be replaced by the “recommended benchmark replacement.” Under the statute the “recommended benchmark replacement” is based on SOFR.

Similar legislation, which would cover all U.S.

contracts, was passed by the U.S.

House of Representatives in December 2021.

The Adjustable Interest Rate (LIBOR Act), which was signed into law on March 15, 2022, provides that a LIBOR-based benchmark in any contract that contains no or inadequate “fallback provisions” will be automatically replaced, once LIBOR ceases to be published, by a benchmark replacement selected by the Federal Reserve.

On December 16, 2022, the Federal Reserve adopted a final rule implementing the LIBOR Act that, among other things, identifies the applicable SOFR-based benchmark replacements under the LIBOR Act, for various contact types.

The LIBOR Act pre-empts similar state laws such as the New York State statute providing for recommended benchmark replacements for contracts governed by New York law without adequate fallback provisions.

A number of the Bank's commercial loans, certain residential mortgage loans, derivative positions, trust preferred securities issued to our capital trusts and the reset provisions for our preferred stock issuances are based upon LIBOR.

The Bank will also be subject to changes to models and systems that currently use LIBOR reference rates, as well as market and strategic risks that could arise from the use of alternative reference rates.

The Bank established a working group to identify and prepare fall back language and replacement provisions, as well as ensure our systems readiness for a change in reference rate.

Regulators have expressed concern about litigation that could arise due to the change from LIBOR to another benchmark.

As of December 31, 2021, Valley ceased originating any LIBOR based products.

Regulators have expressed concern about litigation that could arise due to the change from LIBOR to another rate.

We continue to make significant progress on the transition away from LIBOR, as coordinated by the Bank’s working group established to facilitate the transition.

Federal Securities Laws

Valley’s common stock is registered with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Valley is subject to the information, proxy solicitation, insider trading and other requirements and restrictions under the Exchange Act.

Broker-Dealer and Securities Regulation

The SEC is the federal agency charged with administration of the federal securities laws in the United States.

broker-dealer subsidiaries are subject to SEC regulations relating to their business operations, including, but not limited to sales and trading practices, capital structure, record-keeping, privacy requirements, and the conduct of directors, officers and employees.

Our broker-dealer subsidiaries are also subject to regulation by state securities commissions in those states in which they conduct business.

Our primary U.S.

broker-dealer, Valley Financial Management, Inc.

(VFM), is currently registered as a broker-dealer in most U.S.

states, the District of Columbia and Puerto Rico.

Broker-dealer supervision .

Much of the regulation of broker-dealers in the U.S.

has been delegated to self-regulatory organizations (SROs), such as the Financial Industry Regulatory Authority (FINRA) and securities exchanges.

These SROs adopt and amend rules for regulating the industry, subject to the approval of government agencies.

These SROs also conduct periodic examinations of member broker-dealers.

The SEC, SROs and state securities regulators may conduct administrative proceedings that can result in censure, fine, suspension or expulsion of a broker-dealer, its officers, employees or other associated persons.

Such administrative proceedings, whether or not resulting in adverse findings, can require substantial expenditures and may adversely impact the reputation of a broker-dealer.

Securities Investor Protection Corporation .

broker-dealer subsidiaries are subject to the Securities Investor Protection Act (SIPA) and are required by federal law to be members of the Securities Investors Protection Corporation (SIPC).

The SIPC was established under SIPA and oversees the liquidation of broker-dealers during liquidation or financial distress.

The SIPC fund provides protection for cash and securities held in client accounts up to $500,000 per client, with a limitation of $250,000 on claims for cash balances.

Our broker-dealer subsidiaries are “introducing” broker-dealers and operate under SEC Rule 15c3-3(k)(2)(i) & (ii) (Customer Protection Rule).

They do not hold customers’ funds or safekeep customer securities or clear transactions for clients;

instead, transactions are cleared on a fully disclosed basis through a third-party broker dealer that provides clearing, custody and other ancillary services.

Net capital requirements .

Our broker-dealer subsidiaries are subject to certain of the SEC’s financial stability rules, including the:

(i) net capital rule;

(ii) record-keeping rules;

and (iii) notification rules.

Rule 15c3-1 of the Exchange Act (the

2022 Form 10-K

“Net Capital Rule”) requires that a broker-dealer maintain minimum net capital.

Generally, a broker-dealer’s net capital is net worth plus qualified subordinated debt less deductions for non-allowable (or non-liquid) assets and other adjustments and operational charges.

At December 31, 2022, our broker-dealer subsidiaries were in compliance with applicable net capital requirements.

The SEC, FINRA and other regulatory organizations impose rules that require notification when net capital falls below certain predefined thresholds.

These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances.

If a broker-dealer fails to maintain the required net capital, it may be subject to penalties and other regulatory sanctions, including suspension or revocation of registration by the SEC or applicable regulatory authorities, and suspension or expulsion by these regulators could ultimately lead to the broker-dealer’s liquidation.

Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to, and approval from, the SEC and FINRA for certain capital withdrawals.

Anti-money laundering .

Our broker-dealer subsidiaries must comply with the Bank Secrecy Act, the USA PATRIOT Act and other rules and regulations, including FINRA requirements, designed to fight international money laundering and to block terrorist access to the U.S.

financial system.

We are required to have systems and procedures to ensure compliance with such laws and regulations.

Standard of care .

Pursuant to the Dodd-Frank Act, the SEC was charged with considering whether broker-dealers should be subject to a standard of care similar to the fiduciary standard applicable to registered investment advisors.

In June 2019, the SEC adopted a package of rule-makings and interpretations related to the provision of advice by broker-dealers and investment advisers, including Regulation Best Interest and Form CRS.

Among other things, Regulation Best Interest requires a broker-dealer to act in the best interest of a retail client when making a recommendation to that client of any securities transaction or investment strategy involving securities.

Form CRS requires that broker-dealers and investment advisers provide retail investors with a brief summary document containing simple, easy-to-understand information about the nature of the relationship between the parties.

Various states have also proposed, or adopted, laws and regulations seeking to impose new standards of conduct on broker-dealers that may differ from the SEC’s regulations, which may lead to additional implementation costs.

Investment Advisers Act

VFM and our subsidiary Hallmark Capital Management, Inc.

(“HCM”) are registered investment advisers.

In this capacity, VFM and HCM are subject to the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and SEC rules and regulations thereunder, including with respect to record-keeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities.

The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act , ranging from fines and censure to termination of an investment adviser’s registration.

Our investment adviser subsidiaries are also subject to state laws and regulations, including anti-fraud laws, in those states in which they conduct business.

Noncompliance with the Investment Advisers Act or other federal and state securities laws and regulations could result in investigations, sanctions, disgorgement, fines and reputational harm.

Insurance regulation

Valley’s insurance agency subsidiary (Valley Insurance Services, Inc.) provides property and casualty insurance, employee benefits, risk management, loss control and claims services to business clients, as well as home, auto, boat and life insurance to individuals.

In addition, VFM is licensed as an insurance agency to provide life and health insurance in several states.

Regulation of insurance brokerage is generally performed at a state, rather than a national, level.

Both Valley’s insurance agency subsidiaries operate in multiple states, and as a result, they and their employees are subject to various state regulatory and licensing requirements.

Valley’s insurance agency subsidiaries monitor compliance with the various state insurance regulators, and also have relationships with third party vendors to ensure compliance and awareness among entities and their employees of relevant requirements and changes, and emerging regulatory issues.

Prohibitions Against Tying Arrangements

2 unchanged sentences

A depository institution is prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

2022 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business