VALLEY NATIONAL BANCORP 10-K

Item 8. Financial Statements and Supplementary Data VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, 2023 2022 (in thousands except for share data) Assets Cash and due from banks $ 284,090 $ 444,325 Interest bearing deposits with banks 607,135 503,622 Investment securities: Equity securities 64,464 48,731 Trading debt securities 3,973 13,438 Available for sale debt securities 1,296,576 1,261,397 Held to maturity debt securities (net of allowance for credit losses of $ 1,205 at December 31, 2023 and $ 1,646 at December 31, 2022) 3,739,208 3,827,338 Total investment securities 5,104,221 5,150,904 Loans held for sale (includes fair value of $ 20,640 at December 31, 2023 and $ 18,118 at December 31, 2022 for loans originated for sale) 30,640 18,118 Loans 50,210,295 46,917,200 Less: Allowance for loan losses ( 446,080 ) ( 458,655 ) Net loans 49,764,215 46,458,545 Premises and equipment, net 381,081 358,556 Lease right of use assets 343,461 306,352 Bank owned life insurance 723,799 717,177 Accrued interest receivable 245,498 196,606 Goodwill 1,868,936 1,868,936 Other intangible assets, net 160,331 197,456 Other assets 1,421,567 1,242,152 Total Assets $ 60,934,974 $ 57,462,749 Liabilities Deposits: Non-interest bearing $ 11,539,483 $ 14,463,645 Interest bearing: Savings, NOW and money market 24,526,622 23,616,812 Time 13,176,724 9,556,457 Total deposits 49,242,829 47,636,914 Short-term borrowings 917,834 138,729 Long-term borrowings 2,328,375 1,543,058 Junior subordinated debentures issued to capital trusts 57,108 56,760 Lease liabilities 403,781 358,884 Accrued expenses and other liabilities 1,283,656 1,327,602 Total Liabilities 54,233,583 51,061,947 Shareholders’ Equity Preferred stock, no par value; authorized 50,000,000 shares: Series A ( 4,600,000 shares issued at December 31, 2023 and December 31, 2022) 111,590 111,590 Series B ( 4,000,000 shares issued at December 31, 2023 and December 31, 2022) 98,101 98,101 Common stock ( no par value, authorized 650,000,000 shares; issued 507,896,910 shares at December 31, 2023 and December 31, 2022) 178,187 178,185 Surplus 4,989,989 4,980,231 Retained earnings 1,471,371 1,218,445 Accumulated other comprehensive loss ( 146,456 ) ( 164,002 ) Treasury stock, at cost ( 186,983 common shares at December 31, 2023 and 1,522,432 common shares at December 31, 2022) ( 1,391 ) ( 21,748 ) Total Shareholders’ Equity 6,701,391 6,400,802 Total Liabilities and Shareholders’ Equity $ 60,934,974 $ 57,462,749 See accompanying notes to consolidated financial statements. 2023 Form 10-K 78 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2023 2022 2021 (in thousands, except for share data) Interest Income Interest and fees on loans $ 2,886,930 $ 1,828,477 $ 1,257,389 Interest and dividends on investment securities: Taxable 130,708 105,716 56,026 Tax-exempt 20,305 17,958 11,716 Dividends 24,139 11,468 7,357 Interest on federal funds sold and other short-term investments 76,809 13,064 1,738 Total interest income 3,138,891 1,976,683 1,334,226 Interest Expense Interest on deposits: Savings, NOW and money market 739,025 186,709 42,879 Time 535,749 69,691 25,094 Interest on short-term borrowings 94,869 17,453 5,374 Interest on long-term borrowings and junior subordinated debentures 103,770 47,190 50,978 Total interest expense 1,473,413 321,043 124,325 Net Interest Income 1,665,478 1,655,640 1,209,901 Provision for credit losses for available for sale and held to maturity securities 4,559 481 ( 263 ) Provision for credit losses for loans 45,625 56,336 32,896 Net Interest Income After Provision for Credit Losses 1,615,294 1,598,823 1,177,268 Non-Interest Income Wealth management and trust fees 44,158 34,709 14,910 Insurance commissions 11,116 11,975 7,810 Capital markets 41,489 52,362 27,377 Service charges on deposit accounts 41,306 36,930 21,424 Gains (losses) on securities transactions, net 1,104 ( 1,230 ) 1,758 Fees from loan servicing 10,670 11,273 11,651 Gains on sales of loans, net 6,054 6,418 26,669 Gains on sales of assets, net 6,809 897 901 Bank owned life insurance 11,843 8,040 8,817 Other 51,180 45,419 33,696 Total non-interest income 225,729 206,793 155,013 Non-Interest Expense Salary and employee benefits expense 563,591 526,737 375,865 Net occupancy expense 101,470 94,352 79,355 Technology, furniture and equipment expense 150,708 161,752 89,221 FDIC insurance assessment 88,154 22,836 14,183 Amortization of other intangible assets 39,768 37,825 21,827 Professional and legal fees 80,567 82,618 38,432 Loss on extinguishment of debt — — 8,406 Amortization of tax credit investments 18,009 12,407 10,910 Other 120,424 86,422 53,343 Total non-interest expense 1,162,691 1,024,949 691,542 Income Before Income Taxes 678,332 780,667 640,739 Income tax expense 179,821 211,816 166,899 Net Income 498,511 568,851 473,840 Dividends on preferred stock 16,135 13,146 12,688 Net Income Available to Common Shareholders $ 482,376 $ 555,705 $ 461,152 Earnings Per Common Share: Basic $ 0.95 $ 1.14 $ 1.13 Diluted 0.95 1.14 1.12 See accompanying notes to consolidated financial statements. 79 2023 Form 10-K VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2023 2022 2021 (in thousands) Net income $ 498,511 $ 568,851 $ 473,840 Other comprehensive income (loss), net of tax: Unrealized gains and losses on available for sale debt securities Net gains (losses) arising during the period 12,950 ( 136,981 ) ( 23,613 ) Less reclassification adjustment for net gains included in net income ( 634 ) ( 23 ) ( 491 ) Total 12,316 ( 137,004 ) ( 24,104 ) Unrealized gains and losses on derivatives (cash flow hedges) Net (losses) gains on derivatives arising during the period ( 757 ) 3,362 127 Less reclassification adjustment for net losses included in net income 638 203 2,447 Total ( 119 ) 3,565 2,574 Defined benefit pension and postretirement benefit plans Net gains (losses) arising during the period 5,436 ( 13,175 ) 10,306 Amortization of prior service credit ( 90 ) ( 100 ) ( 96 ) Amortization of actuarial net loss 3 644 1,106 Total 5,349 ( 12,631 ) 11,316 Total other comprehensive income (loss) 17,546 ( 146,070 ) ( 10,214 ) Total comprehensive income $ 516,057 $ 422,781 $ 463,626 See accompanying notes to consolidated financial statements. 2023 Form 10-K 80 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Common Stock Accumulated Preferred Stock Shares Amount Surplus Retained Earnings Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity ($ in thousands) Balance - December 31, 2020 $ 209,691 403,859 $ 141,746 $ 3,637,468 $ 611,158 $ ( 7,718 ) $ ( 225 ) $ 4,592,120 Net income — — — — 473,840 — — 473,840 Other comprehensive loss, net of tax — — — — — ( 10,214 ) — ( 10,214 ) Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 1.38 per share — — — — ( 5,500 ) — — ( 5,500 ) Common Stock, $ 0.44 per share — — — — ( 182,370 ) — — ( 182,370 ) Effect of stock incentive plan, net — 3,484 1,238 39,931 ( 6,295 ) — 484 35,358 Common stock issued in acquisition — 15,709 5,498 205,636 — — — 211,134 Common stock repurchased — ( 1,615 ) — — — — ( 23,114 ) ( 23,114 ) Balance - December 31, 2021 209,691 421,437 148,482 3,883,035 883,645 ( 17,932 ) ( 22,855 ) 5,084,066 Net income — — — — 568,851 — — 568,851 Other comprehensive loss, net of tax — — — — — ( 146,070 ) — ( 146,070 ) Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 1.49 per share — — — — ( 5,958 ) — — ( 5,958 ) Common Stock, $ 0.44 per share — — — — ( 215,513 ) — — ( 215,513 ) Effect of stock incentive plan, net — 1,089 1 9,069 ( 5,392 ) — 14,624 18,302 Common stock issued in acquisition — 84,863 29,702 1,088,127 — — — 1,117,829 Common stock repurchased — ( 1,015 ) — — — — ( 13,517 ) ( 13,517 ) Balance - December 31, 2022 209,691 506,374 178,185 4,980,231 1,218,445 ( 164,002 ) ( 21,748 ) 6,400,802 Adjustment due to the adoption of ASU 2022-02 — — — — 990 — — 990 Balance - January 1, 2023 209,691 506,374 178,185 4,980,231 1,219,435 ( 164,002 ) ( 21,748 ) 6,401,792 Net income — — — — 498,511 — — 498,511 Other comprehensive income, net of tax — — — — — 17,546 — 17,546 Cash dividends declared: Preferred stock, Series A, $ 1.56 per share — — — — ( 7,188 ) — — ( 7,188 ) Preferred stock, Series B, $ 2.24 per share — — — — ( 8,947 ) — — ( 8,947 ) Common Stock, $ 0.44 per share — — — — ( 225,779 ) — — ( 225,779 ) Effect of stock incentive plan, net — 1,309 2 9,758 ( 4,011 ) — 18,049 23,798 Common stock issued — 327 — — ( 650 ) — 4,400 3,750 Common stock repurchased — ( 300 ) — — — — ( 2,092 ) ( 2,092 ) Balance - December 31, 2023 $ 209,691 507,710 $ 178,187 $ 4,989,989 $ 1,471,371 $ ( 146,456 ) $ ( 1,391 ) $ 6,701,391 See accompanying notes to consolidated financial statements. 81 2023 Form 10-K VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2023 2022 2021 (in thousands) Cash flows from operating activities: Net income $ 498,511 $ 568,851 $ 473,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 43,437 41,620 29,131 Stock-based compensation 33,102 28,788 20,887 Provision for credit losses 50,184 56,817 32,633 Net accretion of discounts and amortization of premium on securities and borrowings ( 2,145 ) 10,653 30,251 Amortization of other intangible assets 39,768 37,825 21,827 Gains on available for sale and held to maturity debt securities, net ( 401 ) ( 95 ) ( 545 ) Proceeds from sales of loans held for sale 205,575 389,666 1,180,912 Gains on sales of loans, net ( 6,054 ) ( 6,418 ) ( 26,669 ) Originations of loans held for sale ( 204,686 ) ( 267,158 ) ( 1,003,818 ) Gains on sales of assets, net ( 6,809 ) ( 897 ) ( 901 ) Loss on extinguishment of debt — — 8,406 Net deferred income tax (benefit) expense ( 9,359 ) 7,485 26,827 Net change in: Fair value of financial instruments hedged by derivative transactions 4,810 ( 28,907 ) ( 3,397 ) Trading debt securities 9,465 24,692 ( 38,130 ) Lease right of use assets ( 37,125 ) 1,831 ( 6,550 ) Cash surrender value of bank owned life insurance ( 11,843 ) ( 8,040 ) ( 8,817 ) Accrued interest receivable ( 48,892 ) ( 74,007 ) 11,527 Other assets ( 173,512 ) ( 229,107 ) 153,381 Accrued expenses and other liabilities ( 5,834 ) 874,880 ( 63,653 ) Net cash provided by operating activities 378,192 1,428,479 837,142 Cash flows from investing activities: Net loan originations and purchases ( 3,346,633 ) ( 6,868,735 ) ( 1,036,949 ) Equity securities: Purchases ( 14,011 ) ( 11,209 ) ( 4,051 ) Sales 1,850 3,118 2,233 Held to maturity debt securities: Purchases ( 302,774 ) ( 838,569 ) ( 1,311,973 ) Maturities, calls and principal repayments 379,536 475,327 802,167 Available for sale debt securities: Purchases ( 112,317 ) ( 54,618 ) ( 387,210 ) Sales 18,779 12,846 91,978 Maturities, calls and principal repayments 78,588 225,942 462,273 Death benefit proceeds from bank owned life insurance 5,218 4,680 5,128 Proceeds from sales of real estate property and equipment 18,308 10,832 8,935 Proceeds from sales of loans held for investments — — 4,498 Purchases of real estate property and equipment ( 76,046 ) ( 68,935 ) ( 39,428 ) Cash and cash equivalents acquired in acquisitions, net — 321,540 321,618 Net cash used in investing activities $ ( 3,349,502 ) $ ( 6,787,781 ) $ ( 1,080,781 ) See accompanying notes to consolidated financial statements. 2023 Form 10-K 82 VALLEY NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) Years Ended December 31, 2023 2022 2021 (in thousands) Cash flows from financing activities: Net change in deposits $ 1,605,915 $ 4,974,505 $ 2,534,826 Net change in short-term borrowings 779,105 ( 620,791 ) ( 492,232 ) Proceeds from issuance of long-term borrowings, net 1,251,804 147,508 295,922 Repayments of long-term borrowings ( 475,000 ) — ( 1,168,465 ) Cash dividends paid to preferred shareholders ( 14,338 ) ( 13,146 ) ( 12,688 ) Cash dividends paid to common shareholders ( 225,411 ) ( 205,999 ) ( 179,667 ) Purchase of common shares to treasury ( 11,475 ) ( 24,123 ) ( 23,907 ) Common stock issued, net 4,006 120 11,245 Other, net ( 18 ) ( 745 ) ( 680 ) Net cash provided by financing activities 2,914,588 4,257,329 964,354 Net change in cash and cash equivalents ( 56,722 ) ( 1,101,973 ) 720,715 Cash and cash equivalents at beginning of year 947,947 2,049,920 1,329,205 Cash and cash equivalents at end of year $ 891,225 $ 947,947 $ 2,049,920 Supplemental disclosures of cash flow information: Cash payments for: Interest on deposits and borrowings $ 1,359,534 $ 281,137 $ 138,364 Federal and state income taxes 236,503 172,102 163,370 Supplemental schedule of non-cash investing activities: Transfer of loans to other real estate owned $ 974 $ — $ 141 Transfer of loans to loans held for sale 10,000 — — Lease right of use assets obtained in exchange for operating lease liabilities 81,727 32,604 48,453 Acquisitions: Non-cash assets acquired: Equity securities $ — $ 6,239 $ — Investment securities available for sale — 505,928 — Investment securities held to maturity — 806,627 9,197 Loans, net — 5,844,070 908,023 Premises and equipment — 38,827 1,356 Lease right of use assets — 49,434 6,745 Bank owned life insurance — 126,861 28,756 Accrued interest receivable — 25,717 2,179 Goodwill — 409,928 76,566 Other intangible assets — 159,587 10,277 Other assets — 155,945 23,093 Total non-cash assets acquired $ — $ 8,129,163 $ 1,066,192 Liabilities assumed: Deposits $ — $ 7,029,997 $ 1,161,984 Short-term borrowings — 103,794 — Lease liabilities — 79,844 — Accrued expenses and other liabilities — 119,240 14,692 Total liabilities assumed $ — $ 7,332,875 $ 1,176,676 Net (liabilities assumed) non-cash assets acquired $ — $ 796,288 $ ( 110,484 ) Cash and cash equivalents acquired in acquisitions, net $ — $ 321,540 $ 321,618 Common stock issued in acquisition $ — $ 1,117,829 $ 211,134 See accompanying notes to consolidated financial statements. 83 2023 Form 10-K VALLEY NATIONAL BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, provides 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; registered securities broker-dealers with the SEC and members of 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; and a subsidiary which specializes 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 inter-company transactions and balances have been eliminated. The accounting and reporting policies of Valley conform to GAAP and general practices within the financial services industry. In accordance with applicable accounting standards, Valley does not consolidate statutory trusts established for the sole purpose of issuing trust preferred securities and related trust common securities. See Note 11 for more details. Certain prior period amounts have been reclassified to conform to the current presentation, including changes to our operating segment reporting structure, as further discussed in Note 8 and Note 21 . In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at December 31, 2023 and for all periods presented have been made. Significant Estimates. In preparing the consolidated financial statements in conformity with GAAP, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that require application of management’s most difficult, subjective or complex judgment and are particularly susceptible to change include: the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment, and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates. The current economic environment has increased the degree of uncertainty inherent in these material estimates. Actual results may differ from those estimates. Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date. Correction of an Immaterial Error. Valley’s previously reported goodwill carrying amounts of goodwill allocated to Valley’s reporting units disclosure for the years ended December 31, 2022 and 2021 were adjusted for the correction of an immaterial error related to the reallocation of goodwill resulting from Valley’s change in operating segments during the second quarter 2022. See Note 8 for revised amounts to correct these errors. These errors had no impact on the reported amount of total goodwill. Management has determined that the errors were not material to prior periods and they had no impact on Valley’s financial position, results of operations, changes in shareholders' equity and cash flows at December 31, 2022 and for all periods presented. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits in other banks (including the Federal Reserve Bank of New York) and, from time to time, overnight federal funds sold. Federal funds sold essentially represents an uncollateralized loan. Therefore, Valley regularly evaluates the credit risk associated with the other financial institutions to ensure that the Bank does not become exposed to any significant credit risk on these cash equivalents. 2023 Form 10-K 84 Investment Securities Debt securities are classified at the time of purchase based on management’s intention, as securities HTM, securities AFS or trading securities. Investment securities classified as HTM are those that management has the positive intent and ability to hold until maturity. Investment securities HTM are carried at amortized cost, adjusted for amortization of premiums and accretion of discounts using the level-yield method over the contractual term of the securities, adjusted for actual prepayments, or to call date if the security was purchased at premium. Investment securities classified as AFS are carried at fair value with unrealized holding gains and losses reported as a component of other comprehensive income or loss, net of tax. Realized gains or losses on the AFS securities are recognized by the specific identification method and are included in net gains and losses on securities transactions within non-interest income. Trading debt secu rities, consisting of U.S. Treasury securities and sometimes municipal bonds, are reported at fair value with the unrealized gains or losses due to changes in fair value reported within non-interest income. Net trading gains and losses are included in net gains and losses on securities transactions within non-interest income. Equity securities are presented on the statements of financial condition at fair value with any unrealized and realized gains and losses reported in non-interest income. See Notes 3 and 4 for additional information. Investments in FHLB and FRB stock, which have limited marketability, are carried at cost in other assets. Security transactions are recorded on a trade-date basis. Interest income on investments includes amortization of purchase premiums and discounts. Valley discontinues the recognition of interest on debt securities if the securities meet both of the following criteria: (i) regularly scheduled interest payments have not been paid or have been deferred by the issuer, and (ii) full collection of all contractual principal and interest payments is not deemed to be the most likely outcome. Allowance for Credit Losses for Held to Maturity Debt Securities Valley estimates and recognizes an allowance for credit losses for HTM debt securities using CECL methodology. Valley has a zero-loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following securities types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and collateralized municipal bonds referred to as TEMS. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party. Assumptions used in the model for pools of securities with common risk characteristics include the historical lifetime probability of default and severity of loss in the event of default, with the model incorporating several economic cycles of loss history data to calculate expected credit losses given default at the individual security level. The model is adjusted for a probability weighted multi-scenario economic forecast to estimate future credit losses. Valley uses a two-year reasonable and supportable forecast period, followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the investment security. The economic forecast methodology and governance for debt securities is aligned with Valley's economic forecast used for the loan portfolio. Accrued interest receivable is excluded from the estimate of credit losses. See Note 4 for additional information. Impairment of Available for Sale Debt Securities The impairment model for AFS debt securities differs from the CECL methodology applied to HTM debt securities because the AFS debt securities are measured at fair value rather than amortized cost. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. In performing an assessment of whether any decline in fair value is due to a credit loss, Valley considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer or collateral underlying the security. In assessing the impairment, Valley compares the present value of cash flows expected to be collected with the amortized cost basis of the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. Valley also assesses the intent to sell the securities (as well as the likelihood of a near-term recovery). If Valley intends to sell an AFS debt security or it is more likely than not that Valley will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings. See Note 4 for additional information. 85 2023 Form 10-K Loans Held for Sale Loans held for sale generally consist of residential mortgage loans originated and intended for sale in the secondary market and are carried at their estimated fair value on an instrument-by-instrument basis as permitted by the fair value option election under GAAP. Changes in fair value are recognized in non-interest income in the accompanying consolidated statements of income as a component of net gains on sales of loans. Origination fees and costs related to loans originated for sale (and carried at fair value) are recognized as earned and as incurred. Loans held for sale are generally sold with loan servicing rights retained by Valley. Gains recognized on loan sales include the value assigned to the rights to service the loan. See the “Loan Servicing Rights” section below. Occasionally, Valley may elect to transfer certain loans at the lower of unamortized cost or fair market value to loans held for sale from the held for investment loan portfolio. At December 31, 2023 , loans held for sale consisted of several residential mortgage loans originated for sale and one non-performing commercial real estate loan with a carrying value of $ 10 million transferred from the loan portfolio during 2023. Loans and Loan Fees Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans and premium or discounts on purchased loans, except for PCD loans recorded at the purchase price, including non-credit discounts, plus the allowance for credit losses expected at the time of acquisition. Loan origination and commitment fees, net of related costs are deferred and amortized as an adjustment of loan yield over the estimated life of the loans approximating the effective interest method. Loans are deemed to be past due when the contractually required principal and interest payments have not been received as they become due. Loans are placed on non-accrual status generally, when they become 90 days past due and the full and timely collection of principal and interest becomes uncertain. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Cash collections from non-accrual loans are generally credited to the loan balance, and no interest income is recognized on these loans until the principal balance has been determined to be fully collectible. A loan in which the borrowers’ obligation has not been released in bankruptcy courts may be restored to an accruing basis when it becomes well secured and is in the process of collection, or all past due amounts become current under the loan agreement and collectability is no longer doubtful. Purchased Credit-Deteriorated Loans Loans classified as PCD loans are acquired loans, mainly through bank acquisitions, where there is evidence of more than insignificant credit deterioration since their origination. We consider various factors in connection with this determination, including past due or non-accrual status, credit risk rating declines, and any write downs recorded based on the collectability of the asset, among other factors. PCD loans are recorded at their purchase price plus an allowance estimated at the time of acquisition, which represents the amortized cost basis of the asset. The difference between this amortized cost basis and the par value of the loan is the non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent increases and decreases in the allowance for credit losses related to purchased loans is recorded as provision expense. Allowance for Credit Losses for Loans Valley uses the CECL methodology to estimate an allowance for credit losses (ACL) for loans. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Provisions for credit losses for loans and recoveries on loans previously charged-off by Valley are added back to the allowance. The ACL for loans includes the allowance for loan losses and the reserve for unfunded credit commitments. Under CECL, Valley's methodology to establish the allowance for loan losses has two basic 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, consisting of collateral dependent loans. Valley also maintains a separate allowance for unfunded credit commitments mainly consisting of reserves for credit losses on undisbursed non-cancellable lines of credit, new loan commitments and commercial standby letters of credit. Reserves for loans that share common risk characteristics. Valley estimates 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. In estimating the component of the allowance on a collective basis, Valley uses a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by generating probability of default and loss given default metrics. The metrics are based on the migration of loans from performing to loss by credit quality rating or delinquency categories using historical life-of-loan analysis periods for 2023 Form 10-K 86 each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses. The model's expected losses based on loss history are adjusted for qualitative factors. Among other things, these adjustments include and account for differences in: (i) the impact of the reasonable and supportable economic forecast, probability weightings and reversion period, (ii) other asset specific risks to the extent they do not exist in the historical loss information, and (iii) net expected recoveries of charged off loan balances. These adjustments are based on qualitative factors not reflected in the quantitative model but are likely to impact the measurement of estimated credit losses. The expected lifetime loss rate is the life of loan loss percentage from the transition matrix model plus the impact of the adjustments for qualitative factors. The expected credit losses are the product of multiplying the model’s expected lifetime loss rate by the exposure at default at period end on an undiscounted basis. Valley utilizes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the loan on a straight-line basis. The forecasts consist of a multi-scenario economic forecast model to estimate future credit losses that is governed by a cross-functional committee. The committee meets each quarter to determine which economic scenarios developed by Moody's will be incorporated into the model, as well as the relative probability weightings of the selected scenarios, based upon all readily available information. The model projects economic variables under each scenario based on detailed statistical analyses. Valley has identified and selected key variables that most closely correlated to its historical credit performance, which include: GDP, unemployment and the Case-Shiller Home Price Index. The loan credit quality data utilized in the transition matrix model is based on an internal credit risk rating system for the commercial and industrial loan and commercial real estate loan portfolio segments and delinquency aging status for the residential and consumer loan portfolio segments. Loans are risk-rated based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial and industrial loans and commercial real estate loans, and evaluated by the Loan Review Department on a test basis. Loans with a grade that are below a “Pass” grade are adversely classified. Once a loan becomes adversely classified, it automatically transitions from the “Pass” segment of the model to the corresponding adversely rated pool segment. Within the transition matrix model, each adverse classification or segment (Special Mention, Substandard, Doubtful, and Loss) has its own lifetime expected credit loss rate derived from loan-level historical transitions between the different loan risk ratings categories. Reserves for loans that do not share common risk characteristics. Valley measures specific reserves for individual loans that do not share common risk characteristics with other loans, consisting of collateral dependent loans, and prior to the adoption of ASU No. 2022-02 on January 1, 2023, TDRs and expected TDRs, based on the amount of lifetime expected credit losses calculated on those loans and charge-offs of those amounts determined to be uncollectible. Collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) of each loan’s underlying collateral resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process. If repayment of a TDR or expected TDR was based upon future expected cash flows, the present value of the expected future cash flows discounted at the loan’s original effective interest rate was compared to the carrying value of the loan, and any shortfall is recorded as the allowance for credit losses. The effective interest rate used to discount expected cash flows was also adjusted to incorporate expected prepayments, if applicable. Valley elected to exclude accrued interest on loans from the amortized cost of loans held for investment. The accrued interest is presented separately in the consolidated statements of financial condition. Allowance for Unfunded Credit Commitments. The allowance for unfunded credit commitments consists of reserves for credit losses on undisbursed non-cancellable lines of credit, new loan commitments and commercial letters of credit valued using a similar CECL methodology as used for loans. 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. The allowance for unfunded credit commitments is included in accrued expenses and other liabilities on the consolidated statements of financial condition. Loan charge-offs. Loans rated as “loss” within Valley's internal rating system are charged-off. Commercial loans are generally assessed for full or partial charge-off to the net realizable value for collateral dependent loans when a loan is between 90 or 120 days past due or sooner if it is probable that a loan may not be fully collectable. Residential loans and home equity loans are generally charged-off to net realizable value when the loan is 120 days past due (or sooner when the borrowers’ obligation has been released in bankruptcy). Automobile loans are fully charged-off when the loan is 120 days past due or partially charged-off to the net realizable value of collateral, if the collateral is recovered prior to such time. Unsecured consumer loans are generally fully charged-off when the loan is 150 days past due. See Note 5 for a discussion of Valley’s loan credit quality and additional allowance for credit losses. 87 2023 Form 10-K Leases Lessee Leasing Arrangements. Valley's lessee arrangements predominantly consist of operating leases for premises and equipment. The majority of the operating leases include one or more options to renew that can significantly extend the lease terms. Valley’s leases have a wide range of lease expirations through the year 2062. Operating and finance leases are recognized as ROU assets and lease liabilities in the consolidated statements of financial position. The ROU assets represent the right to use underlying assets for the lease terms and lease liabilities represent Valley’s obligations to make lease payments arising from the lease. The ROU assets include any prepaid lease payments and initial direct costs, less any lease incentives. At the commencement dates of leases, ROU assets and lease liabilities are initially recognized based on their net present values with the lease terms including options to extend or terminate the lease when Valley is reasonably certain that the options will be exercised to extend. ROU assets are amortized into net occupancy and equipment expense over the expected lives of the leases. Lease liabilities are discounted to their net present values on the balance sheet based on incremental borrowing rates as determined at the lease commencement dates using quoted interest rates for readily available borrowings, such as fixed rate FHLB borrowings, with similar terms as the lease obligations. Lease liabilities are reduced by actual lease payments. Lessor Leasing Arrangements. Valley's lessor arrangements primarily consist of direct financing and sales-type leases for equipment included in the commercial and industrial loan portfolio. Direct financing and sales-type leases are carried at the aggregate of lease payments receivable plus estimated residual value of the leased assets, net of unearned income, charge-offs and unamortized deferred costs of origination. Lease agreements may include options to renew and for the lessee to purchase the leased equipment at the end of the lease term. See Note 6 for additional information on Valley's lease related assets and obligations. Premises and Equipment, Net Premises and equipment are stated at cost less accumulated depreciation computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives range from 3 years for capitalized software to up to 40 years for buildings. Leasehold improvements are amortized over the term of the lease or estimated useful life of the as set, whichever is shorter. Major improvements are capitalized, while repairs and maintenance costs are charged to operations as incurred. Upon retirement or disposition, any gain or loss is credited or charged to operations. See Note 7 for further details. Bank Owned Life Insurance Valley owns bank owned life insurance to help offset the cost of employee benefits. Bank owned life insurance is recorded at its cash surrender value. Valley’s bank owned life insurance is invested primarily in U.S. Treasury securities and residential mortgage-backed securities issued by government sponsored enterprises and Ginnie Mae. The change in the cash surrender value is included as a component of non-interest income and is exempt from federal and state income taxes as long as the policies are held until the death of the insured individuals. Other Real Estate Owned Valley acquires OREO through foreclosure on loans secured by real estate. OREO is reported at the lower of cost or fair value, as established by a current appraisal (less estimated costs to sell) and it is included in other assets. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain these properties, unrealized losses resulting from valuation write-downs after the date of foreclosure, and realized gains and losses upon sale of the properties are included in other non-interest expense. OREO, including residential real estate properties was not material at December 31, 2023 and 2022. Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process t otaled $ 1.6 million and $ 2.6 million at December 31, 2023 and 2022, respectively. Goodwill Intangible assets resulting from acquisitions under the acquisition method of accounting consist of goodwill and other intangible assets (see “Other Intangible Assets” below). Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired and is not amortized. The initial recording of goodwill and other intangible assets requires subjective judgments concerning estimates of the fair value of the acquired assets and assumed liabilities. Goodwill is not amortized and is subject, at a minimum, to an annual impairment assessment, or more often, if events or circumstances indicate it may be impaired. An impairment loss is recognized if the carrying value of the net assets assigned to the reporting 2023 Form 10-K 88 unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the unit. Goodwill is allocated to Valley's reporting unit, which is an operating segment or one level below, at the date goodwill is recorded. Under current accounting guidance, Valley may choose to perform an optional qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test for one or more reporting units each annual period. Valley reviews goodwill for impairment annually during the second quarter using a quantitative test, or more frequently if a triggering event indicates impairment may have occurred. Valley's determination of whether or not goodwill is impaired requires it to make judgments, and use significant estimates and assumptions regarding estimated future cash flows. As part of the annual impairment test, Valley also performs a market capitalization reconciliation to support the appropriateness of its results. In performing this reconciliation, Valley compares the sum of fair value of its reporting units to Valley’s market capitalization, adjusted for the presented value of estimated synergies which a market participant acquirer could reasonably expect to realize from a hypothetical acquisition of Valley. If Valley changed its strategy or if market conditions shift, Valley's judgments may change, which may result in adjustments to the recorded goodwill balance. The previously reported carrying amounts of goodwill allocated to Valley's reporting units at December 31, 2022 and 2021 were adjusted in Note 8 for the correction of an immaterial error related to the reallocation of goodwill resulting from a change in operating segments during the second quarter 2022. Other Intangible Assets Other intangible assets primarily consist of loan servicing rights (largely generated from loan servicing retained by the Bank on residential mortgage loan originations sold in the secondary market to government sponsored enterprises), core deposits (the portion of an acquisition purchase price which represents value assigned to the existing deposit base) and, to a much lesser extent, various other types of intangibles obtained through acquisitions. Other intangible assets are amortized using various methods over their estimated lives and are periodically evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impairment is deemed to exist, an adjustment is recorded to earnings in the current period for the difference between the fair value of the asset and its carrying amount. See further details regarding loan servicing rights below. Loan Servicing Rights Loan servicing rights are recorded when originated mortgage loans are sold with servicing rights retained, or when servicing rights are purchased. Valley initially records the loan servicing rights at fair value. Subsequently, the loan servicing rights are carried at the lower of unamortized cost or market (i.e., fair value). The fair values of the loan servicing rights for each risk-stratified group of loan servicing rights are calculated using a fair value model from a third party vendor that uses various inputs and assumptions, including but not limited to, prepayment speeds, internal rate of return (discount rate), servicing cost, ancillary income, float rate, tax rate, and inflation. The prepayment speed and the discount rate are considered two of the most significant inputs in the model. Unamortized costs associated with acquiring loan servicing rights, net of any valuation allowances, are included in other intangible assets in the consolidated statements of financial condition and are accounted for using the amortization method. Valley amortizes the loan servicing assets in proportion to and over the period of estimated net servicing revenues. On a quarterly basis, Valley stratifies its loan servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. A valuation allowance is established through an impairment charge to earnings to the extent the unamortized cost of a stratified group of loan servicing rights exceeds its estimated fair value. Increases in the fair value of impaired loan servicing rights are recognized as a reduction of the valuation allowance, but not in excess of such allowance. The amortization of loan servicing rights is recorded in non-interest income. Stock-Based Compensation Compensation expense for RSUs, restricted stock and stock option awards (i.e., non-vested stock awards) is based on the fair value of the award on the date of the grant and is recognized ratably over the service period of the award. Valley's long-term incentive compensation plan includes a service period requirement for award grantees who are eligible for retirement pursuant to which an award will vest at one-twelfth per month after the grant date and requires the grantees to continue service with Valley for one year in order for the award to fully vest. Compensation expense for these awards is amortized monthly over a one year period after the grant date. The service period for non-retirement eligible employees is the shorter of the stated vesting period of the award or the period until the employee’s retirement eligibility date. The fair value of each option granted is estimated using a binomial option pricing model. The fair value of RSUs and awards is based upon the last sale price reported for Valley’s common stock on the date of grant or the last sale price reported preceding such date, except for performance-based stock awards with a market condition. The grant date fair value of a performance-based stock award that vests based on a 89 2023 Form 10-K market condition is determined by a third-party specialist using a Monte Carlo valuation model. There have been no changes to any of the key model characteristics, assumptions and parameters. See Note 12 for additional information. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Acquired assets, including separately identifiable intangible assets, and assumed liabilities are recorded at their acquisition-date estimated fair values. The excess of the cost of acquisition over these fair values is recognized as goodwill. During the measurement period, which cannot exceed one year from the acquisition date, changes to estimated fair values are recognized as an adjustment to goodwill. Certain transaction costs are expensed as incurred. See Note 2 for additional information. Fair Value Measurements In general, fair values of financial instruments are based upon quoted market prices, where available. When observable market prices and parameters are not fully available, management uses valuation techniques based upon internal and third party models requiring more management judgment to estimate the appropriate fair value measurements. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, including adjustments based on internal cash flow model projections that utilize assumptions similar to those incorporated by market participants. Other adjustments may include amounts to reflect counterparty credit quality and Valley’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. See Note 3 for additional information. Revenue From Contracts With Customers Certain revenues included in Valley's non-interest income relates to fee-based revenue from contracts with customers. Revenue from contracts with customers within the scope of ASC Topic 606 is recognized when performance obligations, under the terms of the contract, are satisfied. This income is measured as the amount of consideration expected to be received in exchange for the providing of services. Contracts with customers can include multiple services, which are accounted for as separate “performance obligations” if they are determined to be distinct. Valley's revenue contracts generally have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable, or distinct from other obligations within the contracts. Valley does not have a material amount of long-term customer agreements that include multiple performance obligations requiring price allocation and differences in the timing of revenue recognition. The following describes revenue within scope of ASC Topic 606: Wealth management and trust fees . Wealth management and trust fees include brokerage fees and fees from investment management, investment advisory, trust, custody and other products. Brokerage fees are commissions related to the execution of market trades. Brokerage fee revenue is recognized on trade date, as the performance obligation is satisfied when the trade is executed. Trust and investment management fee income is received for providing wealth management and investment advisory services and is typically calculated based on a percentage of client assets under management and recognized over the term of the investment management agreement as services are provided to the client. Certain investment advisory success fees are earned when the related performance criteria have been satisfied and it is probable that the fees will be earned. Insurance commissions. Insurance c ommissions are received on insurance product sales. Valley acts in the capacity of an agent between Valley's customer and the insurance carrier. Valley's performance obligation is satisfied when the terms of the policy have been agreed upon and the insurance policy becomes effective. Service charges on deposit accounts. Service charges on deposit accoun ts include maintenance fees, overdraft fees, and other account related charges. Deposit account related fees are typically recognized at the time these services are performed for the customer, or on a monthly basis. Other income. Revenue within the other category of non-interest income that is within the scope of ASC Topic 606 includes credit card and interchange fees, fees from wire transfers, ACH, and various other products and services income. These fees are either recognized immediately at the transaction date or over the period in which the related service is provided. Revenue from capital markets transactions (including interest rate swap fees, foreign exchange fees and loan syndication fees), net gains and losses on securities transactions, fees from loan servicing, net gains on sales of loans, bank owned life insurance income, and certain fees within other income are excluded from the scope of ASC Topic 606 and are recognized under other applicable accounting guidance. 2023 Form 10-K 90 Income Taxes Valley uses the asset and liability method to provide income taxes on all transactions recorded in the consolidated financial statements. This method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities for book and tax purposes. Accordingly, a deferred tax asset or liability for each temporary difference is determined based on the enacted tax rates that will be in effect when the underlying items of income and expense are expected to be realized. Valley’s expense for income taxes includes the current and deferred portions of that expense. Deferred tax assets are recognized if, in management's judgment, their realizability is determined to be more likely than not. A valuation allowance is established to reduce deferred tax assets to the amount we expect to realize. Deferred income tax expense or benefit results from differences between assets and liabilities measured for financial reporting versus income-tax return purposes. The effect on deferred taxes of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. Valley maintains a reserve related to certain tax positions that management believes contain an element of uncertainty. An uncertain tax position is measured based on the largest amount of benefit that management believes is more likely than not to be realized. Periodically, Valley evaluates each of its tax positions and strategies to determine whether the reserve continues to be appropriate. See Note 13 for additional information. Comprehensive Income Comprehensive income or loss is defined as the change in equity of a business entity during a period due to transactions and other events and circumstances, excluding those resulting from investments by and distributions to shareholders. Comprehensive income consists of net income and other comprehensive income or loss. Valley’s components of other comprehensive income or loss, net of deferred tax, include: (1) unrealized gains and losses on debt securities AFS; (2) unrealized gains and losses on derivatives used in cash flow hedging relationships; and (3) the benefit adjustment for the unfunded portion of its various employee, officer, and director pension plans and other post-employment benefits. Income tax effects are released from accumulated other comprehensive income on an individual unit of account basis. Valley presents comprehensive income and its components in the consolidated statements of comprehensive income for all periods presented. See Note 19 for additional information. Earnings Per Common Share In Valley's computation of the earnings per common share, the numerator of both the basic and diluted earnings per common share is net income available to common shareholders (which is equal to net income less dividends on preferred stock). The weighted average number of common shares outstanding used in the denominator for basic earnings per common share is increased to determine the denominator used for diluted earnings per common share by the effect of potentially dilutive common stock equivalents utilizing the treasury stock method. The following table shows the calculation of both basic and diluted earnings per common share for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands, except for share data) Net income available to common shareholders $ 482,376 $ 555,705 $ 461,152 Basic weighted-average number of common shares outstanding 507,532,365 485,434,918 407,445,379 Plus: Common stock equivalents 1,713,403 2,382,792 2,572,949 Diluted weighted-average number of common shares outstanding 509,245,768 487,817,710 410,018,328 Earnings per common share: Basic $ 0.95 $ 1.14 $ 1.13 Diluted 0.95 1.14 1.12 Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of RSUs and common stock options to purchase Valley’s common shares. Common stock options with exercise prices that exceed the average market price of Valley’s common stock during the periods presented may have an anti-dilutive effect on the diluted earnings per common share calculation and therefore are excluded from the diluted earnings per share calculation along with RSUs. Potential anti-dilutive weighted common shares totaled approximately 2.4 million and 91 2023 Form 10-K 188 thousand for the years ended December 31, 2023 and 2022, respectively, and were not material for the year ended December 31, 2021. Preferred and Common Stock Dividends Valley issued 4.6 million and 4.0 million shares of non-cumulative perpetual preferred stock in June 2015 and August 2017, respectively, which were initially recorded at fair value. See Note 18 for additional details on the preferred stock issuances. The preferred shares are senior to Valley common stock, whereas the current year dividends must be paid before Valley can pay dividends to its common shareholders. Preferred dividends declared are deducted from net income for computing income available to common shareholders and earnings per common share computations. Cash dividends to both preferred and common shareholders are payable and accrued when declared by the Board. Treasury Stock Treasury stock is recorded using the cost method and accordingly is presented as a reduction of shareholders’ equity. Derivative Instruments and Hedging Activities As part of its asset/liability management strategies and to accommodate commercial borrowers, Valley has used interest rate swaps to hedge variability in cash flows or fair values caused by changes in interest rates. Valley also uses derivatives not designated as hedges for non-speculative purposes to (1) manage its exposure to interest rate movements related to a service for commercial lending customers, (2) share the risk of default on the interest rate swaps related to certain purchased or sold loan participations through the use of risk participation agreements, (3) manage the interest rate risk of mortgage banking activities with customer interest rate lock commitments and forward contracts to sell residential mortgage loans and (4) manage the exposure of foreign currency exchange rate fluctuation with foreign currency forward and option contracts primarily to accommodate our customers. Valley also has hybrid instruments, consisting of market linked certificates of deposit with an embedded swap contract. Valley records all derivatives including embedded derivatives as assets or liabilities at fair value on the consolidated statements of financial condition. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Cash Flow Hedges. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income or loss and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. Fair Value Hedges. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Valley calculates the credit valuation adjustments to the fair value of derivatives designated as fair value hedges on a net basis by counterparty portfolio, as an accounting policy election. On a quarterly basis, Valley assesses the effectiveness of each hedging relationship by comparing the changes in cash flows or fair value of the derivative hedging instrument with the changes in cash flows or fair value of the designated hedged item or transaction. If a hedging relationship is terminated due to ineffectiveness, and the derivative instrument is not re-designated to a new hedging relationship, the subsequent change in fair value of such instrument is charged directly to earnings. Interest Rate Contracts and Other Non-designated Hedges. Derivatives not designated as hedges do not meet the hedge accounting requirements under GAAP. Contracts in an asset position are included in other assets and contracts in a liability position are included in other liabilities. Changes in fair value of derivatives not designated in hedging relationships are recorded directly in earnings within other non-interest expense. See Notes 15 and 16 for additional information on our derivative instruments. New Authoritative Accounting Guidance New Accounting Guidance Adopted in 2023 . ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method,” expands and clarifies the current guidance on accounting for fair value hedge basis adjustments under the portfolio layer method for both single-layer and multiple-layer hedges. This method allows entities to designate multiple hedging relationships with a single closed portfolio, and therefore a larger portion of the interest rate risk associated with such a portfolio is eligible to be hedged. ASU No. 2022-01 also clarifies that no assets may be added to a closed 2023 Form 10-K 92 portfolio once it is designated in a portfolio layer method hedge. Valley adopted ASU No. 2022-01 on January 1, 2023 and the guidance did not have a significant impact on Valley's consolidated financial statements. ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” eliminates the troubled debt restructuring (TDR) accounting model for creditors, such as Valley, that have adopted Topic 326, “Financial Instruments – Credit Losses.” ASU No. 2022-02 requires all loan modifications to be accounted for under the general loan modification guidance in Subtopic 310-20. On a prospective basis, entities are subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty. Public business entities within the scope of the Topic 326 disclosure requirements are also required to prospectively disclose current-period gross write-off information by vintage. Entities can elect to adopt the guidance on TDRs using either a prospective or modified retrospective transition method. Valley adopted ASU No. 2022-02 on January 1, 2023 and elected to apply the modified retrospective transition method. The adoption of ASU No. 2022-02 resulted in a $ 1.4 million decrease in the allowance for loan losses, and a $ 990 thousand increase to retained earnings, net of taxes. See Note 8 for required disclosures. ASU No. 2023-09, Income Taxes (Topic 740): "Improvements to Income Tax Disclosures," requires greater disaggregation of income tax disclosures related to income taxes paid, net of refunds received; and the income tax rate reconciliation presented in both dollars and percentages. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024. The new guidance should be applied on a prospective basis, with retrospective application permitted. Valley is currently evaluating the impact of ASU No. 2023-09. Valley early adopted ASU No. 2023-09, electing retrospective application. See required disclosures in Note 13 and the Consolidated Statements of Cash flows. New Accounting Guidance Effective in the First Quarter 2024. ASU No. 2023-02, “Investments –Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” is intended to improve the accounting and disclosures for investments in certain tax credit structures. ASU No. 2023-02 allows the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. ASU No. 2023-02 became effective on January 1, 2024 and did not have a significant impact on Valley's consolidated financial statements. Under the new guidance, Valley did not elect to apply the proportional amortization method as an accounting policy for its eligible tax credit investments and, as a result, there were no adjustments from adoption recognized in earnings on the date of adoption. See additional disclosures regarding Valley's tax credit investments at Note 14. ASU No. 2022-03, “Fair Value Measurement of Equity Securities subject to Contractual Sale Restrictions,” updates guidance in ASC Topic 820, Fair Value Measurement and clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities including (i) the nature and remaining duration of the restriction; (ii) the circumstances that could cause a lapse in restrictions; and (iii) the fair value of the securities with contractual sale restrictions. ASU No. 2022-03 became effective on January 1, 2024 and Valley's adoption did not have a significant impact on its consolidated financial statements. New Accounting Guidance Issued in 2023. ASU No. 2023-07, Segment Reporting (Topic 280): "Improvements to Reportable Segment Disclosures," requires public entities to disclose detailed information about a reportable segment’s expenses on both an annual and interim basis. The ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in ASU No. 2023-07 should be applied retrospectively to all periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. Valley is currently evaluating the impact of ASU No. 2023-07, but it is not expected to have a significant impact on Valley's consolidated financial statements. BUSINESS COMBINATIONS (Note 2) Acquisitions 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. 93 2023 Form 10-K The transaction was accounted for under the acquisition method of accounting and accordingly the results of Bank Leumi USA's operations have been included in Valley's consolidated financial statements for the year ended December 31, 2022 from the date of acquisition. During 2022, Valley revised the estimated fair values of certain acquired assets as of the acquisition date of Bank Leumi USA based upon additional information obtained that existed as of April 1, 2022. The adjustments mainly related to the fair val ue of deferred tax assets and other assets and resulted in a $ 2.6 million reduction in goodwill. The following table summarizes unaudited supplemental pro forma financial information giving effect to the Bank Leumi USA merger as if it had been completed on January 1, 2021: December 31, 2022 2021 (in thousands) Net interest income $ 1,729,034 $ 1,487,190 Non-interest income 228,284 217,204 Net income 623,052 486,225 Landmark Insurance of the Palm Beaches . On February 1, 2022, the Bank's insurance agency subsidiary, Valley Insurance Services, acquired Landmark Insurance of the Palm Beaches Inc. (“Landmark”) agency. The purchase price included $ 8.6 million in cash and $ 1.0 million in contingent consideration. Goodwill and other intangible assets totaled $ 4.4 million and $ 6.2 million, respectively. The transaction was accounted for under the acquisition method of accounting and accordingly the results of Landmark's operations have been included in Valley's consolidated financial statements for the year ended December 31, 2022 from the date of acquisition. The Westchester Bank Holding Corporation. 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 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. During 2022, Valley revised the estimated fair values of deferred tax assets resulting in increased goodwill. See Note 8 for details. Dudley Ventures. On October 8, 2021, Valley acquired certain subsidiaries of Arizona-based Dudley Ventures (DV), an advisory firm specializing in the investment and management of tax credits. The transaction included the acquisition of DV Fund Advisors and DV Advisory Services, which were both subsequently merged and renamed Dudley Ventures, as well as DV's community development entity, DV Community Investment. The transaction price included $ 11.3 million of cash at the closing date and fixed future stock consideration totaling $ 3.75 million, which resulted in the issuance of 327,083 shares of our common stock to the former principals of Dudley Ventures in February 2023. On November 16, 2021, Valley also acquired DV Financial Services, a registered broker-dealer regulated by FINRA, which is largely inactive. Merger expenses for all acquisition related activities totaled $ 14.1 million , $ 71.2 million and $ 8.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The merger expenses largely consisted of technology costs, salaries and employee benefits expense, and professional and legal fees within non-interest expense on the consolidated statements of income. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Note 3) 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. 2023 Form 10-K 94 • 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, 2023 and 2022. The assets presented under “non-recurring fair value measurements” in the table below are not measured at fair value on an ongoing basis but are subject to fair value adjustments under certain circumstances (e.g., when an impairment loss is recognized). Fair Value Measurements at Reporting Date Using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Recurring fair value measurements: Assets Investment securities: Equity securities $ 23,307 $ 23,307 $ — $ — Equity securities at net asset value (NAV) 12,126 — — — Trading debt securities 3,973 3,973 — — Available for sale debt securities: U.S. Treasury securities 288,157 288,157 — — U.S. government agency securities 23,702 — 23,702 — Obligations of states and political subdivisions 191,690 — 191,690 — Residential mortgage-backed securities 626,572 — 626,572 — Corporate and other debt securities 166,455 — 166,455 — Total available for sale debt securities 1,296,576 288,157 1,008,419 — Loans held for sale (1) 20,640 — 20,640 — Other assets (2) 466,227 — 466,227 — Total assets $ 1,822,849 $ 315,437 $ 1,495,286 $ — Liabilities Other liabilities (2) $ 488,103 $ — $ 488,103 $ — Total liabilities $ 488,103 $ — $ 488,103 $ — Non-recurring fair value measurements: Non-performing loans held for sale (3) $ 10,000 $ — $ 10,000 $ — Collateral dependent loans, net 90,580 — — 90,580 Foreclosed assets 1,444 — — 1,444 Total $ 102,024 $ — $ 10,000 $ 92,024 95 2023 Form 10-K Fair Value Measurements at Reporting Date Using: December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Recurring fair value measurements: Assets Investment securities: Equity securities $ 23,494 $ 23,494 $ — $ — Equity securities at net asset value (NAV) 10,099 — — — Trading debt securities 13,438 3,282 10,156 — Available for sale debt securities: U.S. Treasury securities 279,498 279,498 — — U.S. government agency securities 26,964 — 26,964 — Obligations of states and political subdivisions 146,811 — 146,811 — Residential mortgage-backed securities 629,818 — 629,818 — Corporate and other debt securities 178,306 — 178,306 — Total available for sale debt securities 1,261,397 279,498 981,899 — Loans held for sale (1) 18,118 — 18,118 — Other assets (2) 467,127 — 467,127 — Total assets $ 1,793,673 $ 306,274 $ 1,477,300 $ — Liabilities Other liabilities (2) $ 607,237 $ — $ 607,237 $ — Total liabilities $ 607,237 $ — $ 607,237 $ — Non-recurring fair value measurements: Collateral dependent impaired loans, net $ 92,923 $ — $ — $ 92,923 Foreclosed assets 1,937 — — 1,937 Total $ 94,860 $ — $ — $ 94,860 (1) Represents residential mortgage loans held for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 20.1 million and $ 17.9 million at December 31, 2023 and 2022, respectively. (2) Derivative financial instruments are included in this category. (3) Reported at lower of cost or market value. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following valuation techniques were used for financial instruments measured at fair value on a recurring basis. All of the valuation techniques described below apply to the unpaid principal balance, excluding any accrued interest or dividends at the measurement date. Interest income and expense are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium. Equity securities. The equity securities consisted of two publicly traded mutual funds, CRA investments and several other equity investments we have made in companies that develop new financial technologies and in partnerships that invest in such companies. These investments are reported at fair value utilizing Level 1 inputs. Equity securities at NAV . Valley also has privately held CRA funds at fair value measured at NAV using the most recently available financial information from the investee. Certain equity investments without readily determinable fair values are measured at NAV per share (or its equivalent) as a practical expedient, which are excluded from fair value hierarchy levels in the tables above. Trading debt securities . The fair value of trading debt securities, consisting of U.S. Treasury securities, are reported at fair value utilizing Level 1 inputs at December 31, 2023 . At December 31, 2022, trading debt securities consisted of U.S. Treasury securities and municipal bonds reported at fair value utilizing Level 1 and Level 2 inputs, respectively. The prices for 2023 Form 10-K 96 municipal bond investments were derived from market quotations and matrix pricing obtained through an independent pricing service. Management reviews the data and assumptions used in pricing the securities by its third-party provider to ensure the highest level of significant inputs are derived from market observable data. Available for sale debt securities. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. The majority of other investment securities are reported at fair value utilizing Level 2 inputs. The prices for these instruments are obtained through an independent pricing service or dealer market participants with whom Valley has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the data and assumptions used in pricing the securities by its third party provider to ensure the highest level of significant inputs are derived from market observable data. In addition, Valley reviews the volume and level of activity for all AFS debt securities and attempts to identify transactions which may not be orderly or reflective of a significant level of activity and volume. Loans held for sale. Residential mortgage loans originated for sale are reported at fair value using Level 2 inputs. The fair values were calculated utilizing quoted prices for similar assets in active markets. The market prices represent a delivery price, which reflects the underlying price each institution would pay Valley for an immediate sale of an aggregate pool of mortga ges. Non-performance risk did not materially impact the fair value of mortgage loans held for sale at December 31, 2023 and 2022 based on the short duration these assets were held and the credit quality of these loans. Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The fair values of Valley’s derivatives are determined using third party prices that are based on discounted cash flow analysis using observed market inputs, such as the Secured Overnight Financing Rate (SOFR) curve at December 31, 2023. The fair value of mortgage banking derivatives, consisting of interest rate lock commitments to fund residential mortgage loans and forward commitments for the future delivery of such loans (including certain loans held for sale at December 31, 2023 and 2022), is determined based on the current market prices for similar instruments. The fair value of most of the derivatives incorporate credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, to account for potential nonperformance risk of Valley and its counterparties. The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at December 31, 2023 and 2022. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The following valuation techniques were used for certain non-financial assets measured at fair value on a non-recurring basis, including collateral dependent loans reported at the fair value of the underlying collateral, loan servicing rights and foreclosed assets, which are reported at fair value upon initial recognition or subsequent impairment as described below. Non-performing loans held for sale . During the year ended December 31, 2023 , Valley transferred a non-performing construction loan totaling $ 10.0 million, net of charge-offs, to loans held for sale. The transfer at the loan’s fair value resulted in a $ 4.2 million charge-off to the allowance of loan losses. The fair value of the loan was determined using Level 2 inputs, including bids from a third party broker engaged to solicit interest from potential purchasers. The broker coordinated loan level due diligence with interested parties and established a formal bidding process in which each participant was required to provide an indicative non-binding bid. Fair value was determined based on a non-binding sale agreement selected by Valley during the bidding process. Collateral dependent loans. Collateral dependent loans are loans where foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and substantially all of the repayment is expected from the collateral. Collateral values are estimated using Level 3 inputs, consisting of individual third-party appraisals that may be adjusted based on certain discounting criteria. Certain real estate appraisals may be discounted based on specific market data by location and property type. At December 31, 2023, collateral dependent loans were individually re-measured and reported at fair value through direct loan charge-offs to the allowance for loan losses based on the fair value of the underlying collateral. At December 31, 2023, collateral dependent loans with a total amortized cost of $ 164.8 million and $ 172.2 million at December 31, 2023 and 2022, respectively, including our taxi medallion loan portfolio, were reduced by specific allowance for loan losses allocations totaling $ 74.2 million and $ 79.2 million to a reported total net carrying amount of $ 90.6 million and $ 92.9 million at December 31, 2023 and 2022, respectively . Foreclosed assets. Certain foreclosed assets (consisting of other real estate owned and other repossessed assets included in other assets), upon initial recognition and transfer from loans, are re-measured and reported at fair value using Level 3 inputs, consisting of a third-party appraisal less estimated cost to sell. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value 97 2023 Form 10-K of an asset occur, the asset is re-measured and reported at fair value through a write-down recorded in non-interest expense. There were no adjustments to the appraisals of foreclosed assets at December 31, 2023 and 2022. Other Fair Value Disclosures ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The fair value estimates presented in the following table were based on pertinent market data and relevant information on the financial instruments available as of the valuation date. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire portfolio of financial instruments. Because no market exists for a portion of the financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For instance, Valley has certain fee-generating business lines (e.g., its mortgage servicing operations, trust and investment management departments) that were not considered in these estimates since these activities are not financial instruments. In addition, the tax implications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. 2023 Form 10-K 98 The carrying amounts and estimated fair values of financial instruments not measured and not reported at fair value on the consolidated statements of financial condition at December 31, 2023 and 2022 were as follows: 2023 2022 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Financial assets Cash and due from banks Level 1 $ 284,090 $ 284,090 $ 444,325 $ 444,325 Interest bearing deposits with banks Level 1 607,135 607,135 503,622 503,622 Equity securities (1) Level 3 29,031 29,031 15,138 15,138 Held to maturity debt securities: U.S. Treasury securities Level 1 26,232 25,978 66,911 65,889 U.S. government agency securities Level 2 305,996 261,555 260,392 212,712 Obligations of states and political subdivisions Level 2 405,470 387,527 480,298 453,195 Residential mortgage-backed securities Level 2 2,885,303 2,521,926 2,909,106 2,495,797 Trust preferred securities Level 2 37,062 30,650 37,043 31,106 Corporate and other debt securities Level 2 80,350 74,676 75,234 70,771 Total held to maturity debt securities (2) 3,740,413 3,302,312 3,828,984 3,329,470 Net loans Level 3 49,764,215 47,981,499 46,458,545 44,910,049 Accrued interest receivable Level 1 245,498 245,498 196,606 196,606 Federal Reserve Bank and Federal Home Loan Bank stock (3) Level 2 320,727 320,727 238,056 238,056 Financial liabilities Deposits without stated maturities Level 1 36,066,105 36,066,105 38,080,457 38,080,457 Deposits with stated maturities Level 2 13,176,724 13,103,381 9,556,457 9,443,253 Short-term borrowings Level 2 917,834 901,617 138,729 138,729 Long-term borrowings Level 2 2,328,375 2,256,997 1,543,058 1,395,991 Junior subordinated debentures issued to capital trusts Level 2 57,108 47,374 56,760 50,923 Accrued interest payable (4) Level 1 159,496 159,496 45,617 45,617 (1) Represent equity securities without a readily determinable fair value measured at costs less impairment, if any. (2) The carrying amount is presented gross without the allowance for credit losses. (3) Included in other assets. (4) Included in accrued expenses and other liabilities. INVESTMENT SECURITIES (Note 4) Equity Securities Equity securities totaled $ 64.5 million and $ 48.7 million at December 31, 2023 and 2022, respectively. See Note 3 for further details on equity securities. Trading Debt Securities The fair value of trading debt securities totaled $ 4.0 million and $ 13.4 million at December 31, 2023 and 2022, respectively. Net trading gains are included in net gains and losses on securities transactions within non-interest income. See the “Realized Gains and Losses” section below. 99 2023 Form 10-K Available for Sale Debt Securities The amortized cost, gross unrealized gains and losses and fair value of available for sale debt securities at December 31, 2023 and 2022 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) December 31, 2023 U.S. Treasury securities $ 313,772 $ — $ ( 25,615 ) $ 288,157 U.S. government agency securities 25,967 19 ( 2,284 ) 23,702 Obligations of states and political subdivisions: Obligations of states and state agencies 48,283 — ( 588 ) 47,695 Municipal bonds 170,260 — ( 26,265 ) 143,995 Total obligations of states and political subdivisions 218,543 — ( 26,853 ) 191,690 Residential mortgage-backed securities 703,875 728 ( 78,031 ) 626,572 Corporate and other debt securities 192,282 — ( 25,827 ) 166,455 Total $ 1,454,439 $ 747 $ ( 158,610 ) $ 1,296,576 December 31, 2022 U.S. Treasury securities $ 308,137 $ — $ ( 28,639 ) $ 279,498 U.S. government agency securities $ 29,494 $ 47 $ ( 2,577 ) $ 26,964 Obligations of states and political subdivisions: Obligations of states and state agencies 10,899 — ( 493 ) 10,406 Municipal bonds 171,586 — ( 35,181 ) 136,405 Total obligations of states and political subdivisions 182,485 — ( 35,674 ) 146,811 Residential mortgage-backed securities 719,868 64 ( 90,114 ) 629,818 Corporate and other debt securities 197,927 — ( 19,621 ) 178,306 Total $ 1,437,911 $ 111 $ ( 176,625 ) $ 1,261,397 Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 5.9 million and $ 5.6 million at December 31, 2023 and 2022, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. 2023 Form 10-K 100 The age of unrealized losses and fair value of related available for sale debt securities at December 31, 2023 and 2022 were as follows: Less than Twelve Months More than Twelve Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (in thousands) December 31, 2023 U.S. Treasury securities $ — $ — $ 288,156 $ ( 25,615 ) $ 288,156 $ ( 25,615 ) U.S. government agency securities — — 22,364 ( 2,284 ) 22,364 ( 2,284 ) Obligations of states and political subdivisions: Obligations of states and state agencies — — 8,276 ( 588 ) 8,276 ( 588 ) Municipal bonds 1,019 ( 4 ) 142,976 ( 26,261 ) 143,995 ( 26,265 ) Total obligations of states and political subdivisions 1,019 ( 4 ) 151,252 ( 26,849 ) 152,271 ( 26,853 ) Residential mortgage-backed securities 9,010 ( 3 ) 569,629 ( 78,028 ) 578,639 ( 78,031 ) Corporate and other debt securities 4,977 ( 23 ) 161,478 ( 25,804 ) 166,455 ( 25,827 ) Total $ 15,006 $ ( 30 ) $ 1,192,879 $ ( 158,580 ) $ 1,207,885 $ ( 158,610 ) December 31, 2022 U.S. Treasury securities $ 279,498 $ ( 28,639 ) $ — $ — $ 279,498 $ ( 28,639 ) U.S. government agency securities 22,831 ( 2,538 ) 1,116 ( 39 ) 23,947 ( 2,577 ) Obligations of states and political subdivisions: Obligations of states and state agencies 2,943 ( 54 ) 7,462 ( 439 ) 10,405 ( 493 ) Municipal bonds 112,029 ( 26,044 ) 24,127 ( 9,137 ) 136,156 ( 35,181 ) Total obligations of states and political subdivisions 114,972 ( 26,098 ) 31,589 ( 9,576 ) 146,561 ( 35,674 ) Residential mortgage-backed securities 311,836 ( 27,152 ) 314,834 ( 62,962 ) 626,670 ( 90,114 ) Corporate and other debt securities 144,924 ( 12,581 ) 33,382 ( 7,040 ) 178,306 ( 19,621 ) Total $ 874,061 $ ( 97,008 ) $ 380,921 $ ( 79,617 ) $ 1,254,982 $ ( 176,625 ) Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 687 and 730 at December 31, 2023 and 2022, respectively. As of December 31, 2023, the fair value of securities AFS that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 840.3 million. The contractual maturities of AFS debt securities at December 31, 2023 are set forth in the following table. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary. 101 2023 Form 10-K December 31, 2023 Amortized Cost Fair Value (in thousands) Due in one year $ 1,927 $ 1,915 Due after one year through five years 289,471 278,092 Due after five years through ten years 172,871 147,051 Due after ten years 286,295 242,946 Residential mortgage-backed securities 703,875 626,572 Total $ 1,454,439 $ 1,296,576 Actual maturities of AFS debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty. The weighted-average remaining expected life for residential mortgage-backed securities AFS was 8.41 years at December 31, 2023. Impairment Analysis of Available for Sale Debt Securities Valley’s AFS debt securities portfolio includes corporate bonds and revenue bonds, among other securities. These types of securities may pose a higher risk of future impairment charges by Valley as a result of the unpredictable nature of the U.S. economy, and their potential negative effect on the future performance of the security issuers. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. See Note 1 for further information regarding Valley's accounting policy. Based on a comparison of the present value of expected cash flows to the amortized cost, Valley recognized a credit-related impairment of one corporate bond issued by Signature Bank resulting in a provision for credit losses and full charge-off of the bond totaling $ 5.0 million during the first quarter 2023. Valley also evaluated AFS debt securities that were in an unrealized loss position as of December 31, 2023 included in the tables above and has determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. There was no impairment recognized during the years ended December 31, 2022 and 2021. The following table details the activity in the allowance for credit losses for the year ended December 31, 2023. 2023 (in thousands) Beginning balance $ — Provision for credit losses 5,000 Charge-offs ( 5,000 ) Ending balance $ — Valley does not intend to sell any of its AFS debt securities in an unrealized loss position at December 31, 2023 prior to recovery of their amortized cost basis, and it is more likely than not that Valley will not be required to sell any of its securities prior to recovery of their amortized cost basis. None of the AFS debt securities were past due as of December 31, 2023. As a result, there was no allowance for credit losses for AFS debt securities at December 31, 2023 and 2022. 2023 Form 10-K 102 Held to Maturity Debt Securities The amortized cost, gross unrealized gains and losses and fair value of debt securities held to maturity at December 31, 2023 and 2022 were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Value (in thousands) December 31, 2023 U.S. Treasury securities $ 26,232 $ — $ ( 254 ) $ 25,978 $ — $ 26,232 U.S. government agency securities 305,996 — ( 44,441 ) 261,555 — 305,996 Obligations of states and political subdivisions: Obligations of states and state agencies 88,556 552 ( 4,155 ) 84,953 395 88,161 Municipal bonds 316,914 40 ( 14,380 ) 302,574 49 316,865 Total obligations of states and political subdivisions 405,470 592 ( 18,535 ) 387,527 444 405,026 Residential mortgage-backed securities 2,885,303 6,059 ( 369,436 ) 2,521,926 — 2,885,303 Trust preferred securities 37,062 — ( 6,412 ) 30,650 506 36,556 Corporate and other debt securities 80,350 — ( 5,674 ) 74,676 255 80,095 Total $ 3,740,413 $ 6,651 $ ( 444,752 ) $ 3,302,312 $ 1,205 $ 3,739,208 December 31, 2022 U.S. Treasury securities $ 66,911 $ — $ ( 1,022 ) $ 65,889 $ — $ 66,911 U.S. government agency securities 260,392 — ( 47,680 ) 212,712 — 260,392 Obligations of states and political subdivisions: Obligations of states and state agencies 99,238 305 ( 3,869 ) 95,674 252 98,986 Municipal bonds 381,060 76 ( 23,615 ) 357,521 41 381,019 Total obligations of states and political subdivisions 480,298 381 ( 27,484 ) 453,195 293 480,005 Residential mortgage-backed securities 2,909,106 1,723 ( 415,032 ) 2,495,797 — 2,909,106 Trust preferred securities 37,043 1 ( 5,938 ) 31,106 888 36,155 Corporate and other debt securities 75,234 — ( 4,463 ) 70,771 465 74,769 Total $ 3,828,984 $ 2,105 $ ( 501,619 ) $ 3,329,470 $ 1,646 $ 3,827,338 Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 13.9 million and $ 13.5 million at December 31, 2023 and 2022, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. HTM debt securities are carried net of an allowance for credit losses. 103 2023 Form 10-K The age of unrealized losses and fair value of related debt securities held to maturity at December 31, 2023 and 2022 were as follows: Less than Twelve Months More than Twelve Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (in thousands) December 31, 2023 U.S. Treasury securities $ — $ — $ 25,978 $ ( 254 ) $ 25,978 $ ( 254 ) U.S. government agency securities 43,664 ( 151 ) 216,759 ( 44,290 ) 260,423 ( 44,441 ) Obligations of states and political subdivisions: Obligations of states and state agencies 10,700 ( 102 ) 48,149 ( 4,053 ) 58,849 ( 4,155 ) Municipal bonds 11,958 ( 121 ) 207,520 ( 14,259 ) 219,478 ( 14,380 ) Total obligations of states and political subdivisions 22,658 ( 223 ) 255,669 ( 18,312 ) 278,327 ( 18,535 ) Residential mortgage-backed securities 57,085 ( 505 ) 2,164,704 ( 368,931 ) 2,221,789 ( 369,436 ) Trust preferred securities 938 ( 63 ) 29,712 ( 6,349 ) 30,650 ( 6,412 ) Corporate and other debt securities 12,575 ( 426 ) 59,102 ( 5,248 ) 71,677 ( 5,674 ) Total $ 136,920 $ ( 1,368 ) $ 2,751,924 $ ( 443,384 ) $ 2,888,844 $ ( 444,752 ) December 31, 2022 U.S. Treasury securities $ 65,889 $ ( 1,022 ) $ — $ — $ 65,889 $ ( 1,022 ) U.S. government agency securities 209,863 ( 47,508 ) 1,673 ( 172 ) 211,536 ( 47,680 ) Obligations of states and political subdivisions: Obligations of states and state agencies 62,443 ( 2,020 ) 18,231 ( 1,849 ) 80,674 ( 3,869 ) Municipal bonds 251,970 ( 20,457 ) 15,534 ( 3,158 ) 267,504 ( 23,615 ) Total obligations of states and political subdivisions 314,413 ( 22,477 ) 33,765 ( 5,007 ) 348,178 ( 27,484 ) Residential mortgage-backed securities 962,690 ( 109,532 ) 1,413,590 ( 305,500 ) 2,376,280 ( 415,032 ) Trust preferred securities — — 30,105 ( 5,938 ) 30,105 ( 5,938 ) Corporate and other debt securities 57,245 ( 2,989 ) 13,525 ( 1,474 ) 70,770 ( 4,463 ) Total $ 1,610,100 $ ( 183,528 ) $ 1,492,658 $ ( 318,091 ) $ 3,102,758 $ ( 501,619 ) Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 762 and 802 at December 31, 2023 and 2022, respectively. As of December 31, 2023, the fair value of debt securities HTM that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 2.6 billion. The contractual maturities of investments in debt securities HTM at December 31, 2023 are set forth in the table below. Maturities may differ from contractual maturities in residential mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, residential mortgage-backed securities are not included in the maturity categories in the following summary. 2023 Form 10-K 104 December 31, 2023 Amortized Cost Fair Value (in thousands) Due in one year $ 26,756 $ 26,730 Due after one year through five years 111,161 108,553 Due after five years through ten years 156,190 149,634 Due after ten years 561,003 495,469 Residential mortgage-backed securities 2,885,303 2,521,926 Total $ 3,740,413 $ 3,302,312 Actual maturities of HTM debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty. The weighted-average remaining expected life for residential mortgage-backed securities HTM was 10.79 years at December 31, 2023. Credit Quality Indicators Valley monitors the credit quality of the HTM debt securities utilizing the most current credit ratings from external rating agencies. The following table summarizes the amortized cost of held to maturity debt securities by external credit rating at December 31, 2023 and 2022. AAA/AA/A Rated BBB rated Non-investment grade rated Non-rated Total (in thousands) December 31, 2023 U.S. Treasury securities $ 26,232 $ — $ — $ — $ 26,232 U.S. government agency securities 305,996 — — — 305,996 Obligations of states and political subdivisions: Obligations of states and state agencies 66,502 — 5,330 16,724 88,556 Municipal bonds 283,441 — — 33,473 316,914 Total obligations of states and political subdivisions 349,943 — 5,330 50,197 405,470 Residential mortgage-backed securities 2,885,303 — — — 2,885,303 Trust preferred securities — — 37,062 37,062 Corporate and other debt securities — 6,000 — 74,350 80,350 Total $ 3,567,474 $ 6,000 $ 5,330 $ 161,609 $ 3,740,413 December 31, 2022 U.S. Treasury securities $ 66,911 $ — $ — $ — $ 66,911 U.S. government agency securities 260,392 — — — 260,392 Obligations of states and political subdivisions: Obligations of states and state agencies 74,943 — 5,497 18,798 99,238 Municipal bonds 333,488 — — 47,572 381,060 Total obligations of states and political subdivisions 408,431 — 5,497 66,370 480,298 Residential mortgage-backed securities 2,909,106 — — — 2,909,106 Trust preferred securities — — — 37,043 37,043 Corporate and other debt securities 2,000 6,000 — 67,234 75,234 Total $ 3,646,840 $ 6,000 $ 5,497 $ 170,647 $ 3,828,984 Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations. At December 31, 2023, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included TEMS secured by Ginnie Mae securities. Trust preferred securities 105 2023 Form 10-K consist of non-rated single-issuer securities issued by bank holding companies. Corporate bonds consist of debt primarily issued by banks. Allowance for Credit Losses for Held to Maturity Debt Securities Valley has a zero loss expectation for certain securities within the HTM portfolio, and therefore it is not required to estimate an allowance for credit losses related to these securities under the CECL standard. After an evaluation of qualitative factors, Valley identified the following security types which it believes qualify for this exclusion: U.S. Treasury securities, U.S. government agency securities, residential mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, and TEMS collateralized municipal bonds. To measure the expected credit losses on HTM debt securities that have loss expectations, Valley estimates the expected credit losses using a discounted cash flow model developed by a third-party. See Note 1 for further details. HTM debt securities are carried net of an allowance for credit losses. The following table details the activity in the allowance for credit losses for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands) Beginning balance $ 1,646 $ 1,165 $ 1,428 (Credit) provision for credit losses ( 441 ) 481 ( 263 ) Ending balance $ 1,205 $ 1,646 $ 1,165 There were no net charge-offs of HTM debt securities in the respective periods presented in the table above. Realized Gains and Losses Gross gains and losses realized on sales, maturities and other securities transactions related to AFS securities and net gains on trading debt securities included in earnings for the years ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 (in thousands) Sales transactions: Gross gains $ 869 $ — $ 1,370 Gross losses — — ( 550 ) Total $ 869 $ — $ 820 Maturities and other securities transactions: Gross gains $ 21 $ 171 $ 10 Gross losses ( 488 ) ( 76 ) ( 285 ) Total ( 467 ) 95 ( 275 ) Net gains (losses) on trading debt securities 702 ( 1,325 ) 1,213 Gains (losses) on securities transactions, net $ 1,104 $ ( 1,230 ) $ 1,758 The gross gains on sales transactions for the year ended December 31, 2023 represent a gain on sale of a previously impaired and fully charged-off corporate bond issued by Signature Bank that was classified as AFS. 2023 Form 10-K 106 LOANS AND ALLOWANCE FOR CREDIT LOSSES FOR LOANS (Note 5) The detail of the loan portfolio as of December 31, 2023 and 2022 was as follows: 2023 2022 (in thousands) Loans: Commercial and industrial $ 9,230,543 $ 8,804,830 Commercial real estate: Commercial real estate 28,243,239 25,732,033 Construction 3,726,808 3,700,835 Total commercial real estate loans 31,970,047 29,432,868 Residential mortgage 5,569,010 5,364,550 Consumer: Home equity 559,152 503,884 Automobile 1,620,389 1,746,225 Other consumer 1,261,154 1,064,843 Total consumer loans 3,440,695 3,314,952 Total loans $ 50,210,295 $ 46,917,200 Total loans include net unearned discounts and deferred loan fees of $ 85.4 million and $ 120.5 million at December 31, 2023 and 2022, respectively. Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 222.2 million and $ 175.9 million at December 31, 2023 and 2022, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition. During the year ended December 31, 2023, Valley transferred a non-performing construction loan totaling $ 10.0 million, net of $ 4.2 million charge-offs from the held for investment loan portfolio to loans held for sale. There were no sales of loans from the held for investment portfolio during the years December 31, 2023 and 2022. Related Party Loans In the ordinary course of business, Valley has granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. All loans to related parties are performing as of December 31, 2023. The following table summarizes the changes in the total outstanding balances of loans and advances to the related parties during the year ended December 31, 2023: 2023 (in thousands) December 31, 2022 $ 208,098 New loans and advances 29,484 Repayments ( 21,279 ) December 31, 2023 $ 216,303 Loan Portfolio Risk Elements and Credit Risk Management Credit risk management. For all loan types discussed below, Valley adheres to a credit policy designed to minimize credit risk while generating the maximum income given the level of risk appetite. Management reviews and approves these policies and procedures on a regular basis with subsequent approval by the Board annually. Credit authority relating to a significant dollar percentage of the overall portfolio is centralized and controlled by the Credit Risk Management Division and by the Credit Committee. A reporting system supplements the management review process by providing management with frequent reports concerning loan production, loan quality, internal loan classification, concentrations of credit, loan delinquencies, non-performing, and potential problem loans. Loan portfolio diversification is an important factor utilized by 107 2023 Form 10-K Valley to manage its risk across business sectors and through cyclical economic circumstances. Additionally, Valley does not accept crypto assets as loan collateral for any of its loan portfolio classes discussed further below. Commercial and industrial loans. A significant portion of Valley’s commercial and industrial loan portfolio consists of loans to long standing customers of proven ability, strong repayment performance, and high character. Underwriting standards are designed to assess the borrower’s ability to generate recurring cash flow sufficient to meet the debt service requirements of loans granted. While such recurring cash flow serves as the primary source of repayment, a significant number of the loans are collateralized by borrower assets intended to serve as a secondary source of repayment should the need arise. Anticipated cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value, or in the case of loans secured by accounts receivable, the ability of the borrower to collect all amounts due from its customers. Short-term loans may be made on an unsecured basis based on a borrower’s financial strength and past performance. Whenever possible, Valley will obtain the personal guarantee of the borrower’s principals to mitigate the risk. Unsecured loans, when made, are generally granted to the Bank’s most creditworthy borrowers. The commercial portfolio also includes taxi medallion loans totaling approximately $ 62.3 million with related reserves of $ 37.7 million at December 31, 2023. 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 other factors. Commercial real estate loans . Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans but generally they involve larger principal balances and longer repayment periods as compared to commercial and industrial loans. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real property. Repayment of most loans is dependent upon the cash flow generated from the property securing the loan or the business that occupies the property. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy and accordingly, conservative loan to value ratios are required at origination, as well as stress tested to evaluate the impact of market changes relating to key underwriting elements. The properties securing the commercial real estate portfolio represent diverse types, with most properties located within Valley’s primary markets. Construction loans . With respect to loans to developers and builders, Valley originates and manages construction loans structured on either a revolving or non-revolving basis, depending on the nature of the underlying development project. These loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk. Non-revolving construction loans often involve the disbursement of substantially all committed funds with repayment substantially dependent on the successful completion and sale, or lease, of the project. Sources of repayment for these types of loans may be from pre-committed permanent loans from other lenders, sales of developed property, or an interim loan commitment from Valley until permanent financing is obtained elsewhere. Revolving construction loans (generally relating to single-family residential construction) are controlled with loan advances dependent upon the presale of housing units financed. 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. Residential mortgages. Valley originates residential, first mortgage loans based on underwriting standards that generally comply with Fannie Mae and/or Freddie Mac requirements. Appraisals and valuations of real estate collateral are contracted directly with independent appraisers or from valuation services and not through appraisal management companies. The Bank’s appraisal management policy and procedure is in accordance with regulatory requirements and guidance issued by the Bank’s primary regulator. Credit scoring, using FICO ® and other proprietary credit scoring models are employed in the ultimate, judgmental credit decision by Valley’s underwriting staff. Valley does not use third party contract underwriting services. Residential mortgage loans include fixed and variable interest rate loans secured by one to four family homes mostly located in northern and central New Jersey, the New York City metropolitan area, and Florida. Valley’s ability to be repaid on such loans is closely linked to the economic and real estate market conditions in these regions. In deciding whether to originate each residential mortgage, Valley considers the qualifications of the borrower as well as the value of the underlying property. Home equity loans. Home equity lending consists of both fixed and variable interest rate products. Valley mainly provides home equity loans to its residential mortgage customers within the footprint of its primary lending territory. Valley generally will not exceed a combined (i.e., first and second mortgage) loan-to-value ratio o f 80 percent when originating a home equity loan. Automobile loans. Valley uses both judgmental and scoring systems in the credit decision process for automobile loans. Automobile originations (including light truck and sport utility vehicles) are largely produced via indirect channels, originated through approved automobile dealers. Automotive collateral is generally a depreciating asset and there are times in the life of an automobile loan where the amount owed on a vehicle may exceed its collateral value. Additionally, automobile charge-offs will vary based on the strength or weakness of the used vehicle market, original advance rate, when in the life cycle of a loan a 2023 Form 10-K 108 default occurs and the condition of the collateral being liquidated. Where permitted by law, and subject to the limitations of the bankruptcy code, deficiency judgments are sought and acted upon to ultimately collect all money owed, even when a default resulted in a loss at collateral liquidation. Valley uses a third party to actively track collision and comprehensive risk insurance required of the borrower on the automobile and this third party provides coverage to Valley in the event of an uninsured collateral loss. Other consumer loans. Valley’s other consumer loan portfolio includes direct consumer term loans, both secured and unsecured. The other consumer loan portfolio includes exposures in personal lines of credit (mainly those secured by cash surrender value of life insurance), credit card loans and personal loans. Unsecured consumer loans totaled approximately $ 76.6 million and $ 63.8 million, including $ 29.1 million and $ 16.8 million of credit card loans, at December 31, 2023 and 2022, respectively. Management believes the aggregate risk exposure to unsecured loans and lines of credit was not significant at December 31, 2023. Credit Quality The following table presents past due, current and non-accrual loans without an allowance for loan losses by loan portfolio class at December 31, 2023 and 2022: Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Loans Non-Accrual Loans Total Past Due Loans Current Loans Total Loans Non-Accrual Loans Without Allowance for Loan Losses (in thousands) December 31, 2023 Commercial and industrial $ 9,307 $ 5,095 $ 5,579 $ 99,912 $ 119,893 $ 9,110,650 $ 9,230,543 $ 6,594 Commercial real estate: Commercial real estate 3,008 1,257 — 99,739 104,004 28,139,235 28,243,239 81,282 Construction — — 3,990 60,851 64,841 3,661,967 3,726,808 12,007 Total commercial real estate loans 3,008 1,257 3,990 160,590 168,845 31,801,202 31,970,047 93,289 Residential mortgage 26,345 8,200 2,488 26,986 64,019 5,504,991 5,569,010 14,654 Consumer loans: Home equity 1,687 613 — 3,539 5,839 553,313 559,152 — Automobile 11,850 1,855 576 212 14,493 1,605,896 1,620,389 — Other consumer 7,017 2,247 512 632 10,408 1,250,746 1,261,154 589 Total consumer loans 20,554 4,715 1,088 4,383 30,740 3,409,955 3,440,695 589 Total $ 59,214 $ 19,267 $ 13,145 $ 291,871 $ 383,497 $ 49,826,798 $ 50,210,295 $ 115,126 109 2023 Form 10-K Past Due and Non-Accrual Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Loans Non-Accrual Loans Total Past Due Loans Current Loans Total Loans Non-Accrual Loans Without Allowance for Loan Losses (in thousands) December 31, 2022 Commercial and industrial $ 11,664 $ 12,705 $ 18,392 $ 98,881 $ 141,642 $ 8,663,188 $ 8,804,830 $ 5,659 Commercial real estate: Commercial real estate 6,638 3,167 2,292 68,316 80,413 25,651,620 25,732,033 66,066 Construction — — 3,990 74,230 78,220 3,622,615 3,700,835 16,120 Total commercial real estate loans 6,638 3,167 6,282 142,546 158,633 29,274,235 29,432,868 82,186 Residential mortgage 16,146 3,315 1,866 25,160 46,487 5,318,063 5,364,550 14,224 Consumer loans: Home equity 955 254 — 2,810 4,019 499,865 503,884 117 Automobile 5,974 630 1 271 6,876 1,739,349 1,746,225 — Other consumer 2,158 695 46 93 2,992 1,061,851 1,064,843 — Total consumer loans 9,087 1,579 47 3,174 13,887 3,301,065 3,314,952 117 Total $ 43,535 $ 20,766 $ 26,587 $ 269,761 $ 360,649 $ 46,556,551 $ 46,917,200 $ 102,186 If interest on non-accrual loans had been accrued in accordance with the original contractual terms, such interest income would have amounted to approximately $ 28.8 million , $ 21.7 million, and $ 7.1 million for the years ended December 31, 2023, 2022 and 2021, respectively; none of these amounts were included in interest income during these periods. Credit quality indicators . Valley utilizes an internal loan classification system as a means of reporting problem loans within commercial and industrial, commercial real estate, and construction loan portfolio classes. Under Valley’s internal risk rating system, loan relationships could be classified as “Pass,” “Special Mention,” “Substandard,” “Doubtful,” and “Loss.” Substandard loans include loans that exhibit well-defined weakness and are characterized by the distinct possibility that Valley will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. Loans classified as Loss are those considered uncollectible with insignificant value and are charged-off immediately to the allowance for loan losses and, therefore, not presented in the table below. Loans that do not currently pose a sufficient risk to warrant classification in one of the aforementioned categories but pose weaknesses that deserve management’s close attention are deemed Special Mention. Pass rated loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk. Risk ratings are updated any time the situation warrants. 2023 Form 10-K 110 The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at December 31, 2023 and 2022, as well as the gross loan charge-offs by year of origination for the year ended December 31, 2023: Term Loans Amortized Cost Basis by Origination Year December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Commercial and industrial Risk Rating: Pass $ 1,494,417 $ 1,047,513 $ 765,335 $ 377,047 $ 211,504 $ 523,430 $ 4,382,361 $ 29,798 $ 8,831,405 Special Mention 70,807 73,423 15,296 358 1,870 915 99,981 139 262,789 Substandard 3,100 1,837 2,629 1,714 1,221 5,900 29,569 4,225 50,195 Doubtful 11,658 595 1,166 ( 22 ) 2,653 57,817 12,287 — 86,154 Total commercial and industrial $ 1,579,982 $ 1,123,368 $ 784,426 $ 379,097 $ 217,248 $ 588,062 $ 4,524,198 $ 34,162 $ 9,230,543 Commercial real estate Risk Rating: Pass $ 4,088,835 $ 6,630,322 $ 4,791,190 $ 2,789,275 $ 2,329,385 $ 5,385,809 $ 618,056 $ 104,839 $ 26,737,711 Special Mention 125,296 82,917 248,900 184,720 69,949 358,059 26 183 1,070,050 Substandard 58,115 25,709 12,122 48,506 70,439 214,095 4,415 2,077 435,478 Total commercial real estate $ 4,272,246 $ 6,738,948 $ 5,052,212 $ 3,022,501 $ 2,469,773 $ 5,957,963 $ 622,497 $ 107,099 $ 28,243,239 Construction Risk Rating: Pass $ 753,759 $ 655,198 $ 267,336 $ 10,318 $ 40,584 $ 43,560 $ 1,762,890 $ 139,599 $ 3,673,244 Substandard 6,721 — 9,276 — — 17,668 — — 33,665 Doubtful — 19,899 — — — — — — 19,899 Total construction $ 760,480 $ 675,097 $ 276,612 $ 10,318 $ 40,584 $ 61,228 $ 1,762,890 $ 139,599 $ 3,726,808 Gross loan charge-offs $ 307 $ 12,919 $ 28,438 $ 6,946 $ 5,031 $ 13,446 $ 3,729 $ 145 $ 70,961 111 2023 Form 10-K Term Loans Amortized Cost Basis by Origination Year December 31, 2022 2022 2021 2020 2019 2018 Prior to 2018 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Commercial and industrial Risk Rating: Pass $ 1,600,747 $ 1,089,386 $ 590,406 $ 322,564 $ 250,031 $ 386,085 $ 4,307,163 $ 144 $ 8,546,526 Special Mention 31,557 3,367 19,492 4,732 4,369 3,558 51,021 7 118,103 Substandard 288 1,734 4,121 1,412 4,256 4,879 31,698 — 48,388 Doubtful 886 20,844 — 2,692 — 64,158 3,233 — 91,813 Total commercial and industrial $ 1,633,478 $ 1,115,331 $ 614,019 $ 331,400 $ 258,656 $ 458,680 $ 4,393,115 $ 151 $ 8,804,830 Commercial real estate Risk Rating: Pass $ 6,815,115 $ 5,168,127 $ 3,246,885 $ 2,672,223 $ 1,536,327 $ 5,027,128 $ 452,461 $ 3,504 $ 24,921,770 Special Mention 93,286 48,007 60,169 45,447 62,111 125,414 8,188 — 442,622 Substandard 15,088 34,475 32,630 34,622 59,337 183,341 7,986 — 367,479 Doubtful — — — — — 162 — — 162 Total commercial real estate $ 6,923,489 $ 5,250,609 $ 3,339,684 $ 2,752,292 $ 1,657,775 $ 5,336,045 $ 468,635 $ 3,504 $ 25,732,033 Construction Risk Rating: Pass $ 942,380 $ 512,046 $ 61,131 $ 22,845 $ 8,676 $ 20,599 $ 2,040,866 $ — $ 3,608,543 Special Mention — — — — — — 14,268 — 14,268 Substandard 12,969 12,601 — 974 — 17,599 20,138 — 64,281 Doubtful — — — — — 13,743 — — 13,743 Total construction $ 955,349 $ 524,647 $ 61,131 $ 23,819 $ 8,676 $ 51,941 $ 2,075,272 $ — $ 3,700,835 2023 Form 10-K 112 For residential mortgages, automobile, home equity and other consumer loan portfolio classes, Valley evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the amortized cost in those loan classes based on payment activity by origination year as of December 31, 2023 and 2022, as well as the gross loan charge-offs by year of origination for the year ended December 31, 2023: Term Loans Amortized Cost Basis by Origination Year December 31, 2023 2023 2022 2021 2020 2019 Prior to 2019 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Residential mortgage Performing $ 467,178 $ 1,304,026 $ 1,505,133 $ 538,853 $ 435,669 $ 1,244,986 $ 57,052 $ 1,771 $ 5,554,668 90 days or more past due — 1,968 1,681 1,357 3,391 5,945 — — 14,342 Total residential mortgage $ 467,178 $ 1,305,994 $ 1,506,814 $ 540,210 $ 439,060 $ 1,250,931 $ 57,052 $ 1,771 $ 5,569,010 Consumer loans Home equity Performing $ 40,599 $ 44,893 $ 14,948 $ 4,096 $ 4,850 $ 46,274 $ 396,960 $ 4,608 $ 557,228 90 days or more past due — 51 13 — — 1,132 — 728 1,924 Total home equity 40,599 44,944 14,961 4,096 4,850 47,406 396,960 5,336 559,152 Automobile Performing 468,152 531,728 356,144 121,658 86,147 34,504 20,227 763 1,619,323 90 days or more past due 90 284 54 92 237 309 — — 1,066 Total automobile 468,242 532,012 356,198 121,750 86,384 34,813 20,227 763 1,620,389 Other consumer Performing 32,662 20,376 2,986 1,722 10,381 52,659 1,120,863 18,655 1,260,304 90 days or more past due 10 79 — — — 628 — 133 850 Total other consumer 32,672 20,455 2,986 1,722 10,381 53,287 1,120,863 18,788 1,261,154 Total consumer $ 541,513 $ 597,411 $ 374,145 $ 127,568 $ 101,615 $ 135,506 $ 1,538,050 $ 24,887 $ 3,440,695 Gross loan charge-offs $ 296 $ 903 $ 357 $ 232 $ 752 $ 1,921 $ 31 $ — $ 4,492 113 2023 Form 10-K Term Loans Amortized Cost Basis by Origination Year December 31, 2022 2022 2021 2020 2019 2018 Prior to 2017 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total (in thousands) Residential mortgage Performing $ 1,302,279 $ 1,502,622 $ 571,390 $ 500,197 $ 338,062 $ 1,073,995 $ 66,706 $ — $ 5,355,251 90 days or more past due — 197 217 1,835 2,876 4,174 — — 9,299 Total residential mortgage $ 1,302,279 $ 1,502,819 $ 571,607 $ 502,032 $ 340,938 $ 1,078,169 $ 66,706 $ — $ 5,364,550 Consumer loans Home equity Performing $ 47,084 $ 12,432 $ 4,592 $ 5,024 $ 5,581 $ 13,007 $ 376,608 $ 38,570 $ 502,898 90 days or more past due — — — — — — 276 710 986 Total home equity 47,084 12,432 4,592 5,024 5,581 13,007 376,884 39,280 503,884 Automobile Performing 724,557 525,017 204,578 166,103 80,012 45,415 — — 1,745,682 90 days or more past due 38 116 36 180 101 72 — — 543 Total automobile 724,595 525,133 204,614 166,283 80,113 45,487 — — 1,746,225 Other consumer Performing 24,140 10,144 8,206 7,435 7,406 15,736 991,737 — 1,064,804 90 days or more past due — — — — — 38 1 — 39 Total other consumer 24,140 10,144 8,206 7,435 7,406 15,774 991,738 — 1,064,843 Total consumer $ 795,819 $ 547,709 $ 217,412 $ 178,742 $ 93,100 $ 74,268 $ 1,368,622 $ 39,280 $ 3,314,952 Loan modifications to borrowers experiencing financial difficulty . From time to time, Valley may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties. Prior to 2023, a loan was classified as a TDR loan if the borrower was experiencing financial difficulties and a concession was made at the time of such modification. Effective January 1, 2023, Valley adopted ASU No. 2022-02 which eliminated the accounting guidance for TDR loans while enhancing disclosure requirements for certain loan modifications by creditors when a borrower is experiencing financial difficulty. Valley adopted ASU No. 2022-02 using the modified retrospective transition method. At the date of adoption, Valley was no longer required to utilize a loan-level discounted cash flow approach for determining the allowance for certain modified loans previously classified as TDR loans. As a result, Valley elected to utilize its collective reserve methodology for pools of loans that share common risk characteristics for determining the reserves for the modified loans formerly classified as TDR loans. This change resulted in the recognition of a cumulative-effect adjustment which decreased the allowance for loan losses with an offsetting entry to retained earnings, net of deferred taxes, at January 1, 2023. 2023 Form 10-K 114 The following table shows the amortized cost basis of loans to borrowers experiencing financial difficulty at December 31, 2023 that were modified during the year ended December 31, 2023, disaggregated by class of financing receivable and type of modification. Each of the types of modifications was less than one percent of their respective loan categories. 2023 Interest rate reduction Term extension Term extension and interest rate reduction Total ($ in thousands) Commercial and industrial $ 2,967 $ 58,287 $ 2,500 $ 63,754 Commercial real estate — 123,838 3,690 127,528 Residential mortgage — 568 — 568 Home equity — 31 — 31 Consumer — 43 — 43 Total $ 2,967 $ 182,767 $ 6,190 $ 191,924 The following table describes the types of modifications made to borrowers experiencing financial difficulty during the year ended December 31, 2023: 2023 Types of Modifications Commercial and industrial Reductions in interest rate from 3.50 percent, 1.84 percent and 1.83 percent to 1.00 percent 12 month term extensions 12 month term extensions combined with a reduction in interest rate from 9.50 percent to 6.50 percent Commercial real estate 6 to 36 month term extensions term extension combined with a reduction in interest rate from 8.75 percent to 6.00 percent Residential mortgage 12 month term extensions Home equity 120 month term extension Consumer 60 month term extension Valley closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts. Valley has loans to borrowers experiencing financial difficulty that were modified within the previous 12 months and for which there was a payment default ( 90 or more days past due) totaling $ 14.9 million at December 31, 2023. All of these loans were modified by term extensions and were on non-accrual status at December 31, 2023. Valley did not extend any commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified during the year ended December 31, 2023. 115 2023 Form 10-K The following table presents pre- and post-modification amortized cost of loans by loan class modified as TDRs during the year ended December 31, 2022 . Post-modification amounts are presented as of December 31, 2022 using the allowance methodology for TDRs prior to the adoption of ASU No. 2022-02. Troubled Debt Restructurings Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment ($ in thousands) December 31, 2022 Commercial and industrial 95 $ 117,429 $ 90,259 Commercial real estate: Commercial real estate 5 26,375 25,608 Construction 2 11,025 9,077 Total commercial real estate 7 37,400 34,685 Residential mortgage 9 3,206 3,209 Consumer 1 125 116 Total 112 $ 158,160 $ 128,269 The total TDRs presented in the table above had allocated a specific allowance for loan losses that totaled $ 63.0 million at December 31, 2022. There was $ 26.2 million of charge-offs related to TDRs for the year ended December 31, 2022. As of December 31, 2022, the commercial and industrial loan category in the above table mostly consisted of non-accrual TDR taxi medallion loans classified as substandard and doubtful. Valley did not extend any commitments to lend additional funds to borrowers whose loans have been modified as TDRs during the year ended December 31, 2022. Performing TDRs (not reported as non-accrual loans) and non-performing TDRs totaled $ 77.5 million and $ 124.0 million, respectively, as of December 31, 2022. Loans modified as TDRs within the previous 12 months and for which there was a payment default ( 90 or more days past due) in the year ended December 31, 2022 were as follows: 2022 Troubled Debt Restructurings Subsequently Defaulted Number of Contracts Recorded Investment ($ in thousands) Commercial and industrial 1 $ 20,844 Commercial real estate: Commercial real estate 2 5,207 Construction — — Total commercial real estate 2 5,207 Residential mortgage 1 1,071 Total 4 $ 27,122 Collateral dependent loans. Loans are collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When Valley determines that foreclosure is probable, the collateral dependent loan balances are written down to the estimated current fair value (less estimated selling costs) resulting in an immediate charge-off to the allowance, excluding any consideration for personal guarantees that may be pursued in the Bank’s collection process. 2023 Form 10-K 116 The following table presents collateral dependent loans by class as of December 31, 2023 and 2022: 2023 2022 (in thousands) Collateral dependent loans: Commercial and industrial * $ 96,827 $ 94,433 Commercial real estate 98,785 74,855 Construction 46,634 55,344 Total commercial real estate loans 145,419 130,199 Residential mortgage 21,843 33,865 Home equity — 195 Consumer 589 — Total $ 264,678 $ 258,692 * Commercial and industrial loans presented in the table above are primarily collateralized by taxi medallions . Allowance for Credit Losses for Loans The following table summarizes the allowance for credit losses for loans at December 31, 2023 and 2022: 2023 2022 (in thousands) Components of allowance for credit losses for loans: Allowance for loan losses $ 446,080 $ 458,655 Allowance for unfunded credit commitments 19,470 24,600 Total allowance for credit losses for loans $ 465,550 $ 483,255 The following table summarizes the provision for credit losses for loans for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands) Components of provision for credit losses for loans: Provision for loan losses $ 50,755 $ 48,236 $ 27,507 (Credit) provision for unfunded credit commitments ( 5,130 ) 8,100 5,389 Total provision for credit losses for loans $ 45,625 $ 56,336 $ 32,896 117 2023 Form 10-K The following table details the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2023 and 2022: Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) December 31, 2023 Allowance for loan losses: Beginning balance $ 139,941 $ 259,408 $ 39,020 $ 20,286 $ 458,655 Impact of the adoption of ASU No. 2022-02 ( 739 ) ( 589 ) ( 12 ) ( 28 ) ( 1,368 ) Beginning balance, adjusted 139,202 258,819 39,008 20,258 457,287 Loans charged-off ( 48,015 ) ( 22,946 ) ( 194 ) ( 4,298 ) ( 75,453 ) Charged-off loans recovered 11,270 34 201 1,986 13,491 Net (charge-offs) recoveries ( 36,745 ) ( 22,912 ) 7 ( 2,312 ) ( 61,962 ) Provision for loan losses 30,902 13,691 3,942 2,220 50,755 Ending balance $ 133,359 $ 249,598 $ 42,957 $ 20,166 $ 446,080 December 31, 2022 Allowance for loan losses: Beginning balance $ 103,090 $ 217,490 $ 25,120 $ 13,502 $ 359,202 Allowance for PCD loans * 33,452 36,618 206 43 70,319 Beginning balance, adjusted 136,542 254,108 25,326 13,545 429,521 Loans charged-off ( 33,250 ) ( 4,561 ) ( 28 ) ( 4,057 ) ( 41,896 ) Charged-off loans recovered 17,081 2,073 711 2,929 22,794 Net (charge-offs) recoveries ( 16,169 ) ( 2,488 ) 683 ( 1,128 ) ( 19,102 ) Provision for loan losses 19,568 7,788 13,011 7,869 48,236 Ending balance $ 139,941 $ 259,408 $ 39,020 $ 20,286 $ 458,655 * Represents the allowance for acquired PCD loans, net of PCD loan charge-offs totaling $ 62.4 million in the second quarter 2022. 2023 Form 10-K 118 The following table represents the allocation of the allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the allowance measurement methodology for the years ended December 31, 2023 and 2022. Commercial and Industrial Commercial Real Estate Residential Mortgage Consumer Total (in thousands) December 31, 2023 Allowance for loan losses: Individually evaluated for credit losses $ 55,993 $ 17,987 $ 235 $ — $ 74,215 Collectively evaluated for credit losses 77,366 231,611 42,722 20,166 371,865 Total $ 133,359 $ 249,598 $ 42,957 $ 20,166 $ 446,080 Loans: Individually evaluated for credit losses $ 96,827 $ 145,419 $ 21,843 $ 589 $ 264,678 Collectively evaluated for credit losses 9,133,716 31,824,628 5,547,167 3,440,106 49,945,617 Total $ 9,230,543 $ 31,970,047 $ 5,569,010 $ 3,440,695 $ 50,210,295 December 31, 2022 Allowance for loan losses: Individually evaluated for credit losses $ 68,745 $ 13,174 $ 337 $ 4,338 $ 86,594 Collectively evaluated for credit losses 71,196 246,234 38,683 15,948 372,061 Total $ 139,941 $ 259,408 $ 39,020 $ 20,286 $ 458,655 Loans: Individually evaluated for credit losses $ 117,644 $ 213,522 $ 28,869 $ 14,058 $ 374,093 Collectively evaluated for credit losses 8,687,186 29,219,346 5,335,681 3,300,894 46,543,107 Total $ 8,804,830 $ 29,432,868 $ 5,364,550 $ 3,314,952 $ 46,917,200 LEASES (Note 6) 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, 2023 and 2022. December 31, 2023 2022 (in thousands) ROU assets: Operating leases $ 343,442 $ 306,317 Finance leases 19 35 Total $ 343,461 $ 306,352 Lease liabilities: Operating leases $ 403,766 $ 358,851 Finance leases 15 33 Total $ 403,781 $ 358,884 During the second quarter 2023, Valley recognized an operating lease ROU asset and related lease liability totaling $ 58.3 million and $ 66.4 million, respectively, related to its new headquarters located in Morristown, New Jersey. The ROU asset was reduced by construction allowance incentives totaling $ 8.2 million, which are amortized over the lease term. 119 2023 Form 10-K 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, 2023, 2022, and 2021: 2023 2022 2021 (in thousands) Finance lease cost: Amortization of ROU assets $ 16 $ 379 $ 378 Interest on lease liabilities — 30 91 Operating lease cost 48,241 42,268 34,842 Short-term lease cost 1,930 874 700 Variable lease cost 177 4,647 3,417 Sublease income ( 3,303 ) ( 2,982 ) ( 3,044 ) Total lease cost (primarily included in net occupancy expense) $ 47,061 $ 45,216 $ 36,384 The following table presents supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021: 2023 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 49,007 $ 43,768 $ 35,173 Operating cash flows from finance leases — 30 91 Financing cash flows from finance leases 18 745 681 The following table presents supplemental information related to leases at December 31, 2023 and 2022: December 31, 2023 2022 Weighted-average remaining lease term Operating leases 12.5 years 10.8 years Finance leases 2.6 years 2.3 years Weighted-average discount rate Operating leases 3.76 % 3.29 % Finance leases 1.49 % 1.39 % The following table presents a maturity analysis of lessor and lessee arrangements outstanding as of December 31, 2023: Lessor Lessee Direct Financing and Sales-Type Leases Operating Leases Finance Leases (in thousands) 2024 $ 272,724 $ 50,526 $ 7 2025 225,289 48,409 6 2026 177,931 49,440 2 2027 113,326 44,327 1 2028 58,080 42,555 — Thereafter 29,681 287,105 — Total lease payments 877,032 522,362 16 Less: present value discount ( 79,583 ) ( 118,596 ) ( 1 ) Total $ 797,449 $ 403,766 $ 15 2023 Form 10-K 120 The total net investment in direct financing and sales-type leases was $ 797.4 million and $ 863.8 million at December 31, 2023 and 2022, respectively, comprised of $ 793.3 million and $ 859.3 million in lease receivables and $ 4.1 million and $ 4.5 million in non-guaranteed residuals, respectively. Total lease income was $ 40.1 million, $ 34.4 million and $ 28.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. PRE MISES AND EQUIPMENT, N ET (Note 7) At December 31, 2023 and 2022, premises and equipment, net consisted of: 2023 2022 (in thousands) Land $ 80,349 $ 84,594 Buildings 197,961 206,604 Leasehold improvements 165,878 123,278 Furniture and equipment 172,414 351,290 Total premises and equipment 616,602 765,766 Accumulated depreciation and amortization ( 235,521 ) ( 407,210 ) Total premises and equipment, net $ 381,081 $ 358,556 Depreciation and amortization of premises and equipment included in net occupancy expense for the years ended December 31, 2023, 2022 and 2021 was approximately $ 43.4 million, $ 41.2 million, and $ 28.8 million, respectively. GOODWILL AND OTHER INTANGIBLE ASSETS (Note 8) As discussed in Note 21 , Valley made changes to its operating structure and strategy during the second quarter 2022 (and subsequent to the annual goodwill impairment test), which resulted in changes in its operating segments and reporting units to reflect how the CEO, who is the chief operating decision maker, intends to manage Valley, allocates resources and measures performance. Goodwill balances were reallocated across the new operating segments and reporting units based on their relative fair values using the valuation performed during the second quarter 2022. During 2023, the carrying amounts of goodwill allocated to Valley's reporting units at December 31, 2022 and 2021, as reflected in the table below, were adjusted for the correction of an immaterial error related to the reallocation of goodwill during the second quarter 2022. As a result of the segment change in the second quarter 2022, the goodwill balance of $ 220.5 million from the former Investment Management reporting unit was allocated to the Consumer Banking (formerly Consumer Lending) and Commercial Banking (formerly Commercial Lending) reporting units, on a relative fair value basis, in the amounts of $ 41.3 million and $ 179.2 million, respectively. The following tables summarize the effects of the adjustment on the amounts previously reported in the goodwill allocation table, the corrected (or “as adjusted”) amounts for each applicable period end and the changes in goodwill for each period presented. Reporting Unit (1) Wealth Management Consumer Banking Commercial Banking Total (in thousands) December 31, 2021, as reported $ 38,851 $ 222,390 $ 1,197,767 $ 1,459,008 Adjustment ( 4,536 ) 127,167 ( 122,631 ) — December 31, 2021, as adjusted $ 34,315 $ 349,557 $ 1,075,136 $ 1,459,008 December 31, 2022, as reported $ 49,767 $ 284,873 $ 1,534,296 $ 1,868,936 Adjustment 28,375 64,773 ( 93,148 ) — December 31, 2022, as adjusted $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 121 2023 Form 10-K Reporting Unit (1) Wealth Management Consumer Banking Commercial Banking Total (in thousands) December 31, 2021, as adjusted $ 34,315 $ 349,557 $ 1,075,136 $ 1,459,008 Goodwill from business combinations, as adjusted (2) 43,827 89 366,012 409,928 December 31, 2022, as adjusted $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 December 31, 2023 $ 78,142 $ 349,646 $ 1,441,148 $ 1,868,936 (1) The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 21 . (2) Includes adjustments of $ 32.9 million, $( 62.4 ) million and $ 29.4 million for Wealth Management, Consumer Banking and Commercial Banking, respectively, to reflect the correction of an immaterial error related to the reallocation of goodwill during the second quarter 2022. The goodwill from business combinations set forth in the table above during 2022 related to the acquisitions of Bank Leumi USA and Landmark totaled $ 400.6 million and $ 4.4 million , respectively. The goodwill from Landmark transaction was allocated entirely to the Wealth Management reporting unit during t he year ended December 31, 2022. Valley also recorded $ 4.9 million of additional goodwill during 2022 reflecting an adjustment to the deferred tax assets acquired from Westchester as of the acquisition date. See Note 2 for further details related to acquisitions. During the second quarter 2023, Valley performed the annual goodwill impairment test at its normal assessment date. During the year ended December 31, 2023, 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, 2023, 2022 and 2021 and the correction of the error in allocation of goodwill to reporting units described above had no impact on this conclusion. The following tables summarize other intangible assets as of December 31, 2023 and 2022: Gross Intangible Assets Accumulated Amortization Net Intangible Assets (in thousands) December 31, 2023 Loan servicing rights $ 122,586 $ ( 100,636 ) $ 21,950 Core deposits 215,620 ( 113,183 ) 102,437 Other 50,393 ( 14,449 ) 35,944 Total other intangible assets $ 388,599 $ ( 228,268 ) $ 160,331 December 31, 2022 Loan servicing rights $ 119,943 $ ( 96,136 ) $ 23,807 Core deposits 223,670 ( 92,486 ) 131,184 Other 51,299 ( 8,834 ) 42,465 Total other intangible assets $ 394,912 $ ( 197,456 ) $ 197,456 Core deposits are amortized using an accelerated method over a period of 10.0 years. Valley recorded $ 114.4 million of core deposit intangibles res ulting from the Bank Leumi USA acquisition during the year ended December 31, 2022 . The line item labeled “Other” included in the table above primarily consists of customer lists, certain financial asset servicing contracts and covenants not to compete, which are amortized over their expected lives generally using a straight-line method and have a weighted average amortization period of 13.4 years. Valley recorded $ 39.0 million and $ 6.2 million of other intangible assets resulting from the Bank Leumi USA and Landmark acquisitions, respectively, during the year ended December 31, 2022. Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists. No impairment was recognized during the years ended December 31, 2023, 2022 and 2021. 2023 Form 10-K 122 The following table summarizes the change in loan servicing rights during the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands) Loan servicing rights: Balance at beginning of year $ 23,807 $ 23,685 $ 22,810 Origination of loan servicing rights 2,643 5,307 11,486 Amortization expense ( 4,500 ) ( 5,185 ) ( 10,611 ) Balance at end of year $ 21,950 $ 23,807 $ 23,685 Valuation allowance: Balance at beginning of year $ — $ — $ ( 865 ) Impairment recovery adjustment — — 865 Balance at end of year, net of valuation allowance $ 21,950 $ 23,807 $ 23,685 Loan servicing rights are accounted for using the amortization method. There was no net impairment recognized during December 31, 2023 and 2022 . As shown in the above table, Valley recorded net recoveries of impairment charges totaling $ 865 thousand for the year ended December 31, 2021. The Bank services residential mortgage loan portfolios and it is compensated for loan administrative services performed for mortgage servicing rights of loans originated and sold by the Bank, and to a lesser extent, purchased mortgage servicing rights. The aggregate principal balances of residential mortgage loans serviced by the Bank for others approximated $ 3.3 billion, $ 3.5 billion and $ 3.6 billion at December 31, 2023, 2022 and 2021, respectively. The outstanding balance of loans serviced for others is not included in the consolidated statements of financial condition. Valley recognized amortization expense on other intangible assets, including net (recoveries of) impairment charges on loan servicing rights (reflected in the table above), of $ 39.8 million, $ 37.8 million and $ 21.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The following table presents the estimated amortization expense of other intangible assets over the next five-year period: Year Loan Servicing Rights Core Deposits Other (in thousands) 2024 $ 2,816 $ 24,897 $ 5,951 2025 2,478 21,048 5,380 2026 2,187 17,223 4,805 2027 1,916 13,544 4,205 2028 1,681 10,117 3,633 DEPOSITS (Note 9) Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.6 billion and $ 1.8 billion at December 31, 2023 and 2022, respectively. Interest expense on time deposits of $250 thousand or more totaled $ 9.5 million, $ 3.4 million and $ 1.1 million in 2023, 2022 and 2021, respectively. The scheduled maturities of time deposits as of December 31, 2023 were as follows: Year Amount (in thousands) 2024 $ 12,332,120 2025 582,428 2026 176,543 2027 36,192 2028 21,992 Thereafter 27,449 Total time deposits $ 13,176,724 123 2023 Form 10-K Deposits from certain directors, executive officers and their affiliates totaled $ 81.9 million and $ 101.1 million at December 31, 2023 and 2022, respectively. BORROWED FUNDS (Note 10) Short-Term Borrowings Short-term borrowings at December 31, 2023 and 2022 consisted of the following: 2023 2022 FHLB advances $ 850,000 $ 24,035 Securities sold under agreements to repurchase 67,834 114,694 Total short-term borrowings $ 917,834 $ 138,729 The weighted average interest rate for short-term FHLB advances was 5.62 percent and 1.60 percent at December 31, 2023 and 2022, respectively. Long-Term Borrowings Long-term borrowings at December 31, 2023 and 2022 consisted of the following: 2023 2022 FHLB advances, net (1) $ 1,690,013 $ 788,419 Subordinated debt, net (2) 638,362 754,639 Total long-term borrowings $ 2,328,375 $ 1,543,058 (1) FHLB advances are presented net of unamortized premiums totaling $ 209 thousand and $ 419 thousand at December 31, 2023 and 2022, respectively. (2) Subordinated debt is presented net of unamortized debt issuance costs totaling $ 5.2 million and $ 6.9 million at December 31, 2023 and 2022, respectively. FHLB Advances. Long-term FHLB advances had a weighted average interest rate of 3.75 percent and 1.88 percent at December 31, 2023 and 2022, 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. Long-Term Borrowings The long-term FHLB advances at December 31, 2023 are scheduled for contractual balance repayments as follows: Year Amount (in thousands) 2024 $ 165,000 2025 273,000 2026 351,804 2027 675,000 2028 225,000 Total long-term FHLB advances $ 1,689,804 None of the FHLB advances reported in the table above are callable for early redemption by the FHLB during the next 12 months. Subordinated Debt. On September 27, 2023 , Valley repaid $ 125 million of 5.125 percent matured subordinated notes issued in September 2013. There were no new issuances of the subordinated debt during the year ended December 31, 2023. 2023 Form 10-K 124 At December 31, 2023, Valley had the following subordinated debt outstanding by its maturity date: • $ 100 million of 4.55 percent subordinated debentures (notes) issued in June 2015 and due June 30, 2025 with no call dates or prepayments allowed unless certain conditions exist. Interest on the subordinated notes is payable semi-annually in arrears on June 30 and December 30 of each year. The subordinated notes had a net carrying value of $ 99.9 million and $ 99.7 million at December 31, 2023 and 2022, respectively. • $ 115 million of 5.25 percent Fixed-to-Floating Rate subordinated notes issued in June 2020 and due June 15, 2030 callable in whole or in part on or after June 15, 2025 or upon the occurrence of certain events. Interest on the subordinated notes during the initial five-year term through June 15, 2025 is payable semi-annually on June 15 and December 15. Thereafter, interest is expected to be set based on three-month Term SOFR p lus 514 basis poin ts and paid quarterly through maturity of the notes. The subordinated notes had a net carrying value of $ 113.8 million and $ 113.6 million at December 31, 2023 and 2022, respectively. • $ 300 million of 3.00 percent Fixed-to-Floating Rate subordinated notes issued in May 2021 and due June 15, 2031. The subordinated notes are callable in whole or in part on or after June 15, 2026 or upon the occurrence of certain events. Interest on the subordinated notes during the initial five-year term through June 15, 2026 is payable semi-annually on June 15 and December 15. Thereafter, interest is expected to be set based on three-month Term SOFR plus 236 basis points and paid quarterly through maturity of the notes. The subordinated notes had a carrying value of $ 276.6 million and $ 267.1 million, net of unamortized debt issuance costs and fair value of hedging adjustment at December 31, 2023 and 2022, respectivel y. In June 2021, Valley executed an interest rate swap to hedge the change in the fair value of the $ 300 million in subordinated notes. See Note 15 for additional details. • $ 150 million of 6.25 percent fixed-to-floating rate subordinated notes issued on September 20, 2022 and due September 30, 2032. Interest on the subordinated notes during the initial five year term through September 30, 2027, is payable semi-annually in arrears on March 30 and September 30, commencing on March 30, 2023. Thereafter, interest will be set based on three-month Term SOFR plus 278 basis points and paid quarterly through maturity of the notes. The subordinated notes had a net carrying va lue of $ 148.1 million at December 31, 2023. Pledged Securities. The fair value of securities pledged to secure public deposits, repurchase agreements, lines of credit, FHLB advances and for other purposes required by law approximate d $ 3.5 billion and $ 1.1 billion for December 31, 2023 and 2022, respectively. JUNIOR SUBORDINATED DEBENTURES ISSUED TO CAPITAL TRUSTS (Note 11) All of the statutory trusts presented in the table below were acquired in bank acquisitions. These trusts were established for the sole purpose of issuing trust preferred securities and related trust common securities. The proceeds from such issuances were used by the trust to purchase an equivalent amount of junior subordinated debentures issued by the acquired bank, and now assumed by Valley. The junior subordinated debentures, the sole assets of the trusts, are unsecured obligations of Valley, and are subordinate and junior in right of payment to all present and future senior and subordinated indebtedness and certain other financial obligations of Valley. Valley does not consolidate its capital trusts based on GAAP but wholly owns all of the common securities of each trust. 125 2023 Form 10-K The table below summarizes the outstanding callable junior subordinated debentures and the related trust preferred securities issued by each trust as of December 31, 2023 and 2022: GCB Capital Trust III State Bancorp Capital Trust I State Bancorp Capital Trust II Aliant Statutory Trust II ($ in thousands) Junior Subordinated Debentures: December 31, 2023 Carrying value (1) $ 24,743 $ 9,425 $ 8,991 $ 13,949 Contractual principal balance 24,743 10,310 10,310 15,464 Annual interest rate (2) 3-mo. SOFR+spread adj.+ 1.4 % 3-mo. SOFR+spread adj.+ 3.45 % 3-mo. SOFR+ spread adj.+ 2.85 % 3-mo.SOFR+spread adj.+ 1.8 % December 31, 2022 Carrying value (1) $ 24,743 $ 9,325 $ 8,860 $ 13,832 Contractual principal balance 24,743 10,310 10,310 15,464 Annual interest rate 3-mo. LIBOR+ 1.4 % 3-mo. LIBOR+ 3.45 % 3-mo. LIBOR+ 2.85 % 3-mo. LIBOR+ 1.8 % Stated maturity date July 30, 2037 November 7, 2032 January 23, 2034 December 15, 2036 Trust Preferred Securities: December 31, 2023 and 2022 ` Face value $ 24,000 $ 10,000 $ 10,000 $ 15,000 Annual distribution rate 2023 (2) 3-mo. SOFR+spread adj.+ 1.4 % 3-mo. SOFR+ spread adj.+ 3.45 % 3-mo. SOFR+ spread adj.+ 2.85 % 3-mo. SOFR+ spread adj.+ 1.8 % Annual distribution rate 2022 (2) 3-mo. LIBOR+ 1.4 % 3-mo. LIBOR+ 3.45 % 3-mo. LIBOR+ 2.85 % 3-mo. LIBOR+ 1.8 % Issuance date July 2, 2007 October 29, 2002 December 19, 2003 December 14, 2006 Distribution dates (3) Quarterly Quarterly Quarterly Quarterly (1) The carrying values include unamortized purchase accounting adjustments at December 31, 2023 and 2022. (2) The 3-month Term SOFR rate is adjusted for the 0.26161 percent spread. (3) All cash distributions are cumulative. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at the stated maturity date or upon early redemption. The trusts’ ability to pay amounts due on the trust preferred securities is solely dependent upon Valley making payments on the related junior subordinated debentures. Valley’s obligation under the junior subordinated debentures and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by Valley of the trusts’ obligations under the trust preferred securities issued. Under the junior subordinated debenture agreements, Valley has the right to defer payment of interest on the debentures and, therefore, distributions on the trust preferred securities, for up to five years , but not beyond the stated maturity dates in the table above. Currently, Valley has no intention to exercise its right to defer interest payments on the debentures. The trust preferred securities are included in Valley’s total risk-based capital (as Tier 2 capital) for regulatory purposes at December 31, 2023 and 2022. BENEFIT PLANS (Note 12) 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. On April 1, 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. 2023 Form 10-K 126 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 Valley’s consolidated financial statements for the Pension and OPEB plans at December 31, 2023 and 2022, if applicable: Pension OPEB 2023 2022 2023 2022 (in thousands) Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 175,496 $ 180,204 $ 5,981 $ — Acquisition (1) — 49,008 — 7,445 Interest cost 8,923 5,373 279 174 Actuarial gain (loss) 7,604 ( 48,109 ) ( 161 ) ( 975 ) Benefits paid ( 12,105 ) ( 10,980 ) ( 648 ) ( 663 ) Projected benefit obligation at end of year $ 179,918 $ 175,496 $ 5,451 $ 5,981 Change in fair value of plan assets: Fair value of plan assets at beginning of year $ 275,406 $ 278,420 $ — $ — Acquisition — 53,433 — — Actual return on plan assets 37,993 ( 47,029 ) — — Employer contributions 1,566 1,562 648 663 Benefits paid ( 12,105 ) ( 10,980 ) ( 648 ) ( 663 ) Fair value of plan assets at end of year (2) $ 302,860 $ 275,406 $ — $ — Funded status of the plan Assets (liabilities) recognized $ 122,942 $ 99,910 $ ( 5,451 ) $ ( 5,981 ) Accumulated benefit obligation 179,918 175,496 $ 5,451 $ 5,981 (1) Beginning balances of the Pension and OPEB plans assumed from Bank Leumi USA are presented as of April 1, 2022, based on the actuarial valuation by the plan administrator. (2) Pension assets include accrued interest receivables of $ 826 thousand and $ 710 thousand as of December 31, 2023 and 2022, respectively. Amounts recognized as a component of accumulated other comprehensive loss at end of year that have not been recognized as a component of the net periodic pension expense for Valley’s Pension and OPEB plans are presented in the following table: Pension OPEB 2023 2022 2023 2022 (in thousands) Net actuarial loss (gain) $ 45,746 $ 53,400 $ ( 988 ) $ ( 881 ) Prior service cost 216 251 — — Deferred (benefit) tax expense ( 12,697 ) ( 15,116 ) 273 249 Total $ 33,265 $ 38,535 $ ( 715 ) $ ( 632 ) The non-qualified plans presented within Pension in the tables above had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets as follows: 2023 2022 (in thousands) Projected benefit obligation $ 14,571 $ 14,899 Accumulated benefit obligation 14,571 14,899 Fair value of plan assets — — In determining the discount rate assumptions, management looks to current rates on fixed-income corporate debt securities that receive a rating of AA or higher from either Moody’s or S&P with durations equal to the expected benefit 127 2023 Form 10-K payments streams required of each plan. The weighted average discount rate used in determining the actuarial present value of benefit obligations for the Pension plans was 5.00 percent and 5.31 percent as of December 31, 2023 and 2022, respectively, and 4.97 percent and 5.29 percent for the OPEB plans as of December 31, 2023 and 2022, respectively. The net periodic benefit (income) cost for the Pension and OPEB plans were reported within other non-interest expense included the following components for the years ended December 31, 2023, 2022 and 2021: Pension OPEB 2023 2022 2021 2023 2022 (in thousands) Interest cost $ 8,923 $ 5,373 $ 3,510 $ 279 $ 174 Expected return on plan assets ( 22,792 ) ( 20,858 ) ( 16,364 ) — — Amortization of net loss (gain) 58 1,000 1,538 ( 54 ) ( 95 ) Amortization of prior service cost 135 135 135 — — Net periodic benefit (income) cost $ ( 13,676 ) $ ( 14,350 ) $ ( 11,181 ) $ 225 $ 79 Valley estimated the interest cost component of net periodic benefit (income) cost (as shown in the table above) using a spot rate approach for the plans by applying the specific spot rates along the yield curve to the relevant projected cash flows. Valley believes this provides a better estimate of interest costs than a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the applicable period. Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss for the years ended December 31, 2023 and 2022 were as follows: Pension OPEB 2023 2022 2023 2022 (in thousands) Net actuarial (gain) loss $ ( 7,596 ) $ 19,777 $ ( 161 ) $ ( 976 ) Amortization of prior service cost ( 135 ) ( 135 ) — — Amortization of actuarial (loss) gain ( 58 ) ( 1,000 ) 54 95 Total recognized in other comprehensive loss $ ( 7,789 ) $ 18,642 $ ( 107 ) $ ( 881 ) Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss (before tax) $ ( 21,465 ) $ 4,292 $ 118 $ ( 802 ) The benefit payments, which reflect expected future service, as appropriate, expected to be paid in future years are presented in the following table: Year Pension OPEB (in thousands) 2024 $ 12,777 $ 395 2025 12,438 366 2026 13,094 342 2027 12,849 331 2028 13,157 328 Thereafter 63,988 1,523 2023 Form 10-K 128 The weighted average assumptions used to determine net periodic benefit (income) cost for the years ended December 31, 2023, 2022 and 2021 were as follows: Pension OPEB 2023 2022 2021 2023 2022 Discount rate - projected benefit obligation 5.31 % 2.85 % 2.50 % 5.29 % 2.85 % Discount rate - service cost N/A N/A N/A N/A 2.85 % Discount rate - interest cost 5.23 % 2.49 % 1.88 % 5.29 % 2.85 % Expected long-term return on plan assets 7.50 % 6.79 % 6.75 % N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A Assumed healthcare cost trend rate * N/A N/A N/A 5.50 % 5.75 % * The assumed healthcare cost trend rate used to measure the expected cost of benefits covered by the OPEB plans for 2024 is 5.50 percent. The rate to which the healthcare cost trend rate is assumed to decline (ultimate trend rate) along with the year that the ultimate trend rate will be reached is 4.50 percent in 2028. The expected long-term rate of return on plans' assets is the average rate of return expected to be realized on funds invested or expected to be invested to provide for the benefits included in the benefit obligation. The expected long-term rate of return on plans assets is established at the beginning of the year based upon historical and projected returns for each asset category. The expected rate of return on plan assets assumption is based on the concept that it is a long-term assumption independent of the current economic environment and changes would be made in the expected return only when long-term inflation expectations change, asset allocations chang e materially or when asset class returns are expected to change for the long-term. In accordance with Section 402 (c) of Employee Retirement Income Security Act of 1974, as amended, the investment management advisory firm and individual asset managers, if applicable, of both defined benefit pension plans are granted full discretion to buy, sell, invest and reinvest the portions of the portfolio assigned to them consistent with the Bank Pension Committee’s policy and guidelines and under the supervision of an independent non-discretionary investment consulting firm that reports to the Pension Committee and Trustees. The long-term asset allocation targets set for the plans reflect return requirements and risk tolerances specific to each plan. The asset allocation targets for Valley National Bank Pension Plan (Valley Plan) are set to achieve a required-return assumption with an approximate equal weighting of 50 percent fixed income securities and 50 percent equity securities. The Bank Leumi Employee Retirement Income Plan (Bank Leumi Plan) asset allocation targets are set in accordance with a “liability-driven investment” (LDI) approach whereby the mix of assets varies to minimize funded-status volatility while meeting required-return assumption. The Bank Leumi Plan assets will be invested in approximately 55 percent high-quality fixed income and 45 percent in marketable equities. Although much depends upon market conditions, the absolute investment objective for the equity portion is to earn at least a mid-to-high single digit return, after adjustment by the CPI, over rolling five-year periods. Relative performance should be above the median of a suitable grouping of other equity portfolios and a suitable index over rolling three-year periods. For the fixed income portion of the Valley Plan, the absolute objective is to earn a positive annual real return, after adjustment by the CPI, over rolling five-year periods. For the fixed income portion of the Bank Leumi Plan, the absolute objective is to earn an annual real return that, to the greatest extent possible, offsets the change in value of the plan’s liability. Relative performance should be better than the median performance of bonds when judged against a suitable index of other fixed income portfolios and above suitable market benchmark over rolling three-year periods. Cash equivalents will be invested in money market funds or in other high quality instruments approved by the Trustees of the qualified plan. At the direction of the Trustees, and with the assistance of an independent non-discretionary investment consulting firm, the Bank’s Pension Committee manages the risk exposure of the qualified plans’ assets; directs the diversification of the plans’ investments into various suitable investment options and supervises plan assets managed by several individual asset managers. The Pension Committee engages an independent non-discretionary investment consulting firm that regularly monitors the performance of the plan assets and the individual asset managers to ensure they are compliant with the policies adopted by the Pension Committee and Trustees. If the risk profile and overall return of assets managed are not in line with the risk objectives or expected return benchmarks for the qualified plan, the investment consulting firm may recommend the termination of an asset manager to the Pension Committee. In general, the assets of the qualified plans are marketable investment securities that are well-diversified in terms of industry, economic sector, market capitalization and asset class. 129 2023 Form 10-K The following table presents the weighted-average asset allocations by asset category for the defined benefit pension plans that are measured at fair value by level within the fair value hierarchy. See Note 3 for further details regarding the fair value hierarchy. Fair Value Measurements at Reporting Date Using: % of Total Investments December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ($ in thousands) Assets: Investments: Mutual funds 30 % $ 91,000 $ 91,000 $ — $ — Equity securities 20 60,918 60,918 — — Corporate bonds 19 56,267 — 56,267 — U.S. Treasury securities 18 54,234 54,234 — — Commingled fund 8 25,115 — 25,115 — U.S. government agency securities 4 10,580 — 10,580 — Cash and money market funds 1 3,920 3,920 — — Total investments 100 % $ 302,034 $ 210,072 $ 91,962 $ — Fair Value Measurements at Reporting Date Using: % of Total Investments December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ($ in thousands) Assets: Investments: Mutual funds 30 % $ 78,712 $ 78,712 $ — $ — Equity securities 20 55,157 55,157 — — Corporate bonds 17 46,839 — 46,839 — U.S. Treasury securities 20 57,587 57,587 — — Commingled fund 9 23,395 — 23,395 — U.S. government agency securities 3 9,271 — 9,271 — Cash and money market funds 1 3,735 3,735 — — Total investments 100 % $ 274,696 $ 195,191 $ 79,505 $ — The following is a description of the valuation methodologies used for assets measured at fair value: Equity securities, U.S. Treasury securities and cash and money market funds are valued at fair value in the tables above utilizing Level 1 inputs. Mutual funds are measured at their respective net asset values, which represent fair values of the securities held in the funds based on Level 1 inputs. Corporate bonds and U.S. government agency securities are reported at fair value utilizing Level 2 inputs. The prices for these investments are derived from market quotations and matrix pricing obtained through an independent pricing service. Such fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Commingled funds are valued based on the NAV as reported by the trustee of the funds. The funds' underlying investments, which primarily comprise fixed-income debt securities and open-end mutual funds, are valued using quoted market prices in active markets or unobservable inputs for similar assets. Therefore, commingled funds are classified as Level 2 within the fair value hierarchy. Transactions may occur daily within the fund. Based upon actuarial estimates, Valley does not expect to make any contributions to the defined benefit pension plans. Funding requirements for subsequent years are uncertain and will significantly depend on whether the plans' actuary changes 2023 Form 10-K 130 any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plans, and any legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes, Valley may increase, accelerate, decrease or delay contributions to the plans to the extent permitted by law. Other Non-Qualified Plans Valley maintains separate non-qualified plans for former directors and senior management of Merchants Bank of New York acquired in January of 2001. At December 31, 2023 and 2022, the remaining obligations under these p lans were $ 963 thousand and $ 1.1 million, respectively, of which $ 246 thousand an d $ 297 thousand, respectively, were funded by Valley. As of December 31, 2023 and 2022, all of the obligations were included in other liabilities and $ 519 thousand (net of a $ 198 thousand tax benefit) and $ 585 thousand (net of a $ 231 thousand tax benefit), respectively, were recorded in accumulated other comprehensive loss. The $ 717 thousand pre-tax in accumulated other comprehensive loss will be reclassified to expense on a straight-line basis over the remaining benefit periods of these non-qualified plans. Valley assumed, in the Oritani acquisition on December 1, 2019, certain obligations under non-qualified retirement plans, including a SERP for the former Chief Executive Officer of Oritani. The SERP is a retirement benefit with a minimum payment period of 20 years upon death, disability, normal retirement, early retirement or separation from service after a change in control. Distributions from the plan began on July 1, 2020. The funded obligation under the SERP totaled $ 11.6 million and $ 12.3 million at December 31, 2023 and 2022, respectively. The SERP is secured by investments in money market mutual funds which are held in a trust and classified as equity securities on the consolidated statements of financial condition at both December 31, 2023 and 2022. Valley recorded net benefit income of $ 1.5 million, $ 1.8 million and $ 357 thousand related to the valuation of the SERP for the years ended December 31, 2023, 2022 and 2021, respectively. Bonus Plan Valley National Bank and its subsidiaries may award cash incentive and merit bonuses to its officers and employees based upon a percentage of the covered employees’ compensation as determined by the achievement of certain performance objectives. Amounts charged to salary expense for cash incentive awards were $ 57.4 million, $ 54.6 million and $ 29.0 million during 2023, 2022 and 2021, respectively. Savings and Investment Plan Valley National Bank maintains a 401(k) plan that covers eligible employees of the Bank and its subsidiaries and allows employees to contribute a percentage of their salary, with the Bank matching a certain percentage of the employee contribution in cash invested in accordance with each participant’s investment elections. The Bank recorded $ 16.0 million, $ 14.0 million and $ 10.7 million in expense for contributions to the plan for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred Compensation Plan Valley has a non-qualified, unfunded deferred compensation plan maintained for the purpose of providing deferred compensation for selected employees participating in the 401(k) plan whose contributions are limited as a result of the limitations under Section 401(a)(17) of the Internal Revenue Code. Each participant in the plan is permitted to defer per calendar year, up to five percent of the portion of the participant’s salary and cash bonus above the limit in effect under the Company's 401(k) plan and receive employer matching contributions that become fully vested after two years of participation in the plan. Plan participants also receive an annual interest crediting on their balances held as of December 31 each year. Benefits are generally paid to a participant in a single lump sum following the participant’s separation from service with Valley. Valley recorded plan expenses of $ 747 thousand, $ 447 thousand and $ 415 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, Valley had an unsecured general liability of $ 3.6 million and $ 2.5 million, respectively, included in accrued expenses and other liabilities in connection with this plan. Stock Based Compensation On April 25, 2023, Valley's shareholders approved the Valley National Bancorp 2023 Incentive Compensation Plan (the 2023 Plan). The purpose of the 2023 Plan is to provide additional long-term incentives to employees, directors and officers whose contributions are essential to the continued growth and success of Valley. Upon shareholder approval of the 2023 Plan, Valley ceased granting awards under the Valley National Bancorp 2021 Incentive Compensation Plan (the 2021 Plan). Under the 2023 Plan, Valley may issue awards to its officers, employees and non-employee directors in amounts up to 14.5 million shares of common stock, less one share for every share granted under the prior 2021 Plan after December 31, 2022. As of December 31, 2023, 12.5 million shares of common stock were available for issuance under the 2023 Plan. 131 2023 Form 10-K Valley recorded total stock-based compensation expense of $ 33.1 million, $ 28.8 million and $ 20.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The stock-based compensation expense for 2023, 2022 and 2021 included $ 2.3 million, $ 2.3 million and $ 1.6 million, respectively, related to stock awards granted to retirement eligible employees. Compensation expense for awards to retirement eligible employees is amortized monthly over a one year required service period after the grant date. The fair values of all other stock awards are expensed over the shorter of the vesting or required service period. As of December 31, 2023, the unrecognized amortization expense for all stock-based compensation totaled approximately $ 31.6 million and will be recognized over an average remaining vesting period of approximately 1.74 years. RSUs . RSUs are awarded as (1) performance-based RSUs and (2) 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 share) 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 average grant date fair values of RSUs for the years ended December 31, 2023, 2022, and 2021: Restricted Stock Units Average Grant Date Fair Values 2023 2022 2021 (in thousands, except per share data) Average grant date fair value per share: Performance-based RSUs $ 12.80 $ 14.72 $ 12.36 Time-based RSUs $ 11.25 $ 13.22 $ 12.01 The following table sets forth the changes in RSUs outstanding for the years ended December 31, 2023, 2022 and 2021: Restricted Stock Units Outstanding 2023 2022 2021 Outstanding at beginning of year 5,196,609 3,889,756 3,228,659 Granted 2,944,837 3,426,181 1,999,376 Vested ( 2,110,120 ) ( 1,833,739 ) ( 1,239,797 ) Forfeited ( 336,996 ) ( 285,589 ) ( 98,482 ) Outstanding at end of year 5,694,330 5,196,609 3,889,756 Restricted Stock. A restricted stock award is a grant of shares of Valley common stock subject to certain vesting and other restrictions. Compensation expense is measured based on the grant-date fair value of the shares. The following table sets forth the changes in restricted stock awards outstanding for the years ended December 31, 2023, 2022 and 2021: Restricted Stock Awards Outstanding 2023 2022 2021 Outstanding at beginning of year 5,245 213,908 413,701 Vested ( 5,245 ) ( 208,663 ) ( 191,104 ) Forfeited — — ( 8,689 ) Outstanding at end of year — 5,245 213,908 Stock Options . The fair value of each option granted on the date of grant is estimated using a binomial option pricing model. The fair values are estimated using assumptions for dividend yield based on the annual dividend rate; the stock volatility, based on Valley’s historical and implied stock price volatility; the risk-free interest rates, based on the U.S. Treasury constant maturity bonds, in effect on the actual grant dates, with a remaining term approximating the expected term of the options; and expected exercise term calculated based on Valley’s historical exercise experience. On April 1, 2022, Valley issued replacement options for the pre-existing and fully vested stock option awards of Bank Leumi USA for 2.7 million shares of Valley common stock at a weighted average exercise price of $ 8.47 . The stock plan under which the original Bank Leumi stock awards were issued is no longer active at the acquisition date. 2023 Form 10-K 132 The following table summarizes stock option activity as of December 31, 2023, 2022 and 2021 and changes during the years ended on those dates: 2023 2022 2021 Weighted Average Exercise Weighted Average Exercise Weighted Average Exercise Stock Options Shares Price Shares Price Shares Price Outstanding at beginning of year 2,927,031 $ 8 217,555 $ 7 2,986,347 $ 7 Acquired in business combinations — — 2,726,113 8 — — Exercised ( 12,202 ) 6 ( 16,637 ) 6 ( 2,768,792 ) 7 Forfeited or expired — — — — — — Outstanding at end of year 2,914,829 8 2,927,031 8 217,555 7 Exercisable at year-end 2,914,829 8 2,927,031 8 217,555 7 The following table summarizes information about stock options outstanding and exercisable at December 31, 2023: Options Outstanding and Exercisable Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 4 - 6 42,352 2.2 $ 6 6 - 8 88,764 3.2 7 8 - 10 2,758,113 1.8 8 10 - 12 25,600 4.7 10 2,914,829 2.0 8 INCOME TAXES (Note 13) Income tax expense for the years ended December 31, 2023, 2022 and 2021 consisted of the following: 2023 2022 2021 (in thousands) Current expense: Federal $ 123,569 $ 132,060 $ 92,823 State 65,611 72,271 47,249 189,180 204,331 140,072 Deferred (benefit) expense: Federal ( 8,035 ) 7,263 19,709 State ( 1,324 ) 222 7,118 ( 9,359 ) 7,485 26,827 Total income tax expense $ 179,821 $ 211,816 $ 166,899 133 2023 Form 10-K The tax effects of temporary differences that gave rise to the significant portions of the deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: 2023 2022 (in thousands) Deferred tax assets: Allowance for credit losses $ 128,717 $ 133,459 Employee benefits 41,190 39,917 Investment securities 42,361 48,598 Net operating loss carryforwards 11,037 13,904 Purchase accounting 53,980 66,487 FDIC Special Assessment 13,894 — Other 24,362 12,995 Total deferred tax assets 315,541 315,360 Deferred tax liabilities: Pension plans 37,194 30,474 Depreciation 20,963 16,625 Other investments 11,175 8,838 Core deposit intangibles 28,237 36,189 Other 22,319 27,235 Total deferred tax liabilities 119,888 119,361 Valuation Allowance 424 1,642 Net deferred tax asset (included in other assets) $ 195,229 $ 194,357 Valley's federal net operating loss carryforwards totaled approximately $ 39.8 million at December 31, 2023, and expire during the period from 2029 through 2034. State net operating loss carryforwards totaled approximately $ 61.6 million at December 31, 2023, and expire during the period from 2029 through 2038. Valley's capital loss carryforwards totaled approximately $ 4.1 million, net of a valuation allowance of $ 424 thousand at December 31, 2023, and expire during 2028. Based upon taxes paid and projections of future taxable income over the periods in which the net deferred tax assets are deductible, management believes that it is more likely than not that Valley will realize the benefits of these deductible differences and loss carryforwards. Reconciliation between the reported income tax expense and the amount computed by multiplying consolidated income before taxes by the statutory federal income tax rate of 21 percent for the years ended December 31, 2023, 2022, and 2021 were as follows: 2023 2022 2021 Amount Percent Amount Percent Amount Percent (in thousands) U.S. federal statutory tax rate $ 142,450 21.0 % $ 163,940 21.0 % $ 134,556 21.0 % Increase (decrease) due to: State income tax expense, net of federal tax effect * 50,787 7.5 % 57,276 7.3 % 42,950 6.7 % Tax credits ( 23,008 ) ( 3.4 ) % ( 12,872 ) ( 1.6 ) % ( 9,942 ) ( 1.6 ) % Nontaxable or non-deductible items 6,659 1.0 % 4,952 0.6 % 431 0.1 % Other adjustments 2,933 0.4 % ( 1,480 ) ( 0.2 ) % ( 1,096 ) ( 0.2 ) % Income tax expense $ 179,821 26.5 % $ 211,816 27.1 % $ 166,899 26.0 % * State taxes in New York, New York City, and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category. 2023 Form 10-K 134 We invest in certain tax-advantaged investments that support qualified affordable housing projects, community development and renewable energy resources. Our investments in these projects are designed to generate a return primarily through the realization of federal and state income tax credits, and other tax benefits, over specified time periods. Third parties perform diligence on these investments for us on which we rely both at inception and on an on-going basis. We are subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level, may fail to meet certain government compliance requirements and may not be able to be realized. Valley had $ 30.4 million in reserve for tax liability positions at December 31, 2023, 2022, and 2021 related to certain tax credits and other tax benefits previously recognized by Valley, where, subsequently, a third-party fraud was uncovered by the U.S. Department of Justice in 2018. While we believe that Valley was fully reserved for the tax positions related to this matter at December 31, 2023, we continue to evaluate all our existing tax positions each quarter under GAAP. A reconciliation of Valley’s gross unrecognized tax benefits for 2023, 2022 and 2021 is presented in the table below: 2023 2022 2021 (in thousands) Beginning balance $ 30,359 $ 30,359 $ 31,918 Settlements with taxing authorities — — ( 1,559 ) Ending balance $ 30,359 $ 30,359 $ 30,359 The entire balance of unrecognized tax benefits, if recognized, would favorably affect Valley's effective income tax rate. It is reasonably possible that the liability for unrecognized tax benefits could increase or decrease in the next twelve months due to completion of tax authorities’ exams or the expiration of statutes of limitations. Valley’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Valley accrued approximately $ 13.4 million, $ 10.5 million and $ 8.7 million of interest expense associated with Valley's uncertain tax positions at December 31, 2023, 2022 and 2021, respectively. Valley monitors its tax positions for the underlying facts, circumstances, and information available including changes in tax laws, case law, and regulations that may necessitate subsequent de-recognition of previous tax benefits. The following table presents income taxes paid for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands) Federal taxes paid $ 162,502 $ 121,000 $ 100,000 State and city taxes paid: New York 25,718 18,626 14,430 New Jersey 19,006 12,010 23,510 New York City 13,307 12,141 16,933 Other 15,970 8,325 8,497 Total state and city taxes paid 74,001 51,102 63,370 Total income taxes paid $ 236,503 $ 172,102 $ 163,370 Valley files income tax returns in the U.S. federal and various state jurisdictions. With few exceptions, Valley is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2018. Valley is under examination by the IRS and also under routine examination by various state jurisdictions, and we expect the examinations to be completed within the next 12 months. Valley has considered, for all open audits, any potential adjustments in establishing our reserve for unrecognized tax benefits as of December 31, 2023. TAX CREDIT INVESTMENTS (Note 14) Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects, and other investments related to community development and renewable energy sources. Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA. Valley’s 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. 135 2023 Form 10-K Valley’s tax credit investments are carried in other assets on the consolidated statements of financial condition. Valley’s 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. See the “Impairment Analysis” section below. The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at December 31, 2023 and 2022: December 31, 2023 2022 (in thousands) Other Assets: Affordable housing tax credit investments, net $ 22,158 $ 24,198 Other tax credit investments, net 117,659 56,551 Total tax credit investments, net $ 139,817 $ 80,749 Other Liabilities: Unfunded affordable housing tax credit commitments $ 1,305 $ 1,338 Total unfunded tax credit commitments $ 1,305 $ 1,338 The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 (in thousands) Components of Income Tax Expense: Affordable housing tax credits and other tax benefits $ 5,872 $ 4,748 $ 3,525 Other tax credit investment credits and tax benefits 20,069 11,617 9,320 Total reduction in income tax expense $ 25,941 $ 16,365 $ 12,845 Amortization of Tax Credit Investments: Affordable housing tax credit investment losses $ 3,198 $ 2,311 $ 1,895 Affordable housing tax credit investment impairment losses 2,466 1,187 1,416 Other tax credit investment losses 1,266 1,254 811 Other tax credit investment impairment losses 11,079 7,655 6,788 Total amortization of tax credit investments recorded in non-interest expense $ 18,009 $ 12,407 $ 10,910 Impairment Analysis An impairment loss is recognized when the fair value of the tax credit investment is less than its carrying value. The determination of whether a decline in value of a tax credit investment is other-than-temporary requires significant judgment and is performed separately for each investment. The tax credit investments are reviewed for impairment quarterly, or whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. These circumstances can include, but are not limited to, the following factors: • Evidence that Valley does not have the ability to recover the carrying amount of the investment; • The inability of the investee to sustain earnings; • A current fair value of the investment based upon cash flow projections that is less than the carrying amount; and • Change in the economic or technological environment that could adversely affect the investee’s operations. 2023 Form 10-K 136 On a periodic basis, Valley obtains financial reporting on its underlying tax credit investment assets for each fund. The financial reporting is reviewed for deterioration in the financial condition of the fund, the level of cash flows and any significant losses or impairment charges. Valley also regularly reviews the condition and continuing prospects of the underlying operations of the investment with the fund manager, including any observations from site visits and communications with the Fund Sponsor, if available. Annually, Valley obtains the audited financial statements prepared by an independent accounting firm for each investment, as well as the annual tax returns. Generally, none of the aforementioned review factors are individually conclusive and the relative importance of each factor will vary based on facts and circumstances. However, the longer the expected period of recovery, the stronger and more objective the positive evidence needs to be in order to overcome the presumption that the impairment is other than temporary. If management determines that a decline in value is other than temporary per its quarterly and annual reviews, including current probable cash flow projections, the applicable tax credit investment is written down to its estimated fair value through an impairment charge to earnings, which establishes the new cost basis of the investment. COMMITMENTS AND CONTINGENCIES (Note 15) Financial Instruments with Off-balance Sheet Risk In the ordinary course of business in 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 Bank’s 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, 2023 and 2022: 2023 2022 (in thousands) Commitments under commercial loans and lines of credit $ 10,727,162 $ 10,262,414 Home equity and other revolving lines of credit 1,681,431 1,920,824 Standby letters of credit 478,954 509,804 Outstanding residential mortgage loan commitments 175,269 317,108 Commitments under unused lines of credit - credit card 138,564 116,208 Commitments to sell loans 24,418 22,008 Commercial letters of credit 28,817 5,863 Total $ 13,254,615 $ 13,154,229 Obligations to advance funds under commitments to extend credit, including commitments under unused lines of credit, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have specified expiration dates, which may be extended upon request, or other termination clauses and generally require payment of a fee. These commitments do not necessarily represent future cash requirements, as it is anticipated that many of these commitments will expire without being fully drawn upon. The Bank’s lending activity for outstanding loan commitments is primarily to customers within the states of New Jersey, New York, and Florida. Standby letters of credit represent the guarantee by the Bank of the obligations or performance of the bank customer in the event of the default of payment or nonperformance to a third party beneficiary. Loan sale commitments represent contracts for the sale of residential mortgage loans to third parties in the ordinary course of the Bank’s business. These commitments require the Bank to deliver loans within a specific period to the third party. The risk to the Bank is its non-delivery of loans required by the commitment, which could lead to financial penalties. The Bank has not defaulted on its loan sale commitments. Derivative Instruments and Hedging Activities Valley is exposed to certain risks arising from both its business operations and economic conditions. Valley principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. Valley manages economic risks, including interest rate and liquidity risks, primarily by managing the amount, sources, and 137 2023 Form 10-K duration of its assets and liabilities and, from time to time, the use of derivative financial instruments. Specifically, Valley enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Valley’s derivative financial instruments are used to manage differences in the amount, timing, and duration of Valley’s known or expected cash receipts and its known or expected cash payments related to assets and liabilities as outlined below. Cash Flow Hedges of Interest Rate Risk. Valley’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, Valley uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively. During the second quarter 2023, Valley terminated six interest rate swaps with a total notional amount of $ 600 million. The terminated swaps, originally maturing from November 2024 to November 2026, were used to hedge the changes in cash flows associated with certain variable rate loans. The transaction resulted in a pre-tax gain totaling $ 3.6 million reported in accumulated other comprehensive loss within shareholders' equity that will be amortized to interest income over the life of the previously hedged loans. Fair Value Hedges of Fixed Rate Assets and Liabilities. Valley is exposed to changes in the fair value of certain fixed-rate assets and liabilities due to changes in interest rates and uses interest rate swaps to manage its exposure to changes in fair value. For derivatives that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. In June 2021, Valley entered into a $ 300 million forward-starting interest rate swap agreement with a notional amount of $ 300 million, maturing in June 2026, to hedge the change in the fair value of the 3 percent subordinated debt issued on May 28, 2021. Under the swap agreement, beginning in January 2022, Valley receives fixed rate payments and pays variable rate amounts based on SOFR plus 2.187 percent. During the fourth quarter 2023, Valley entered into interest rate swap agreements with notional amounts totaling $ 500 million, maturing in the fourth quarter 2025, with interest rates ranging from 4.2 percent to 4.6 percent to hedge the change in the fair value of certain fixed rate residential loans. Valley received variable rate based on Floating SOFR Overnight Indexed Swap (OIS) Compound rate and pays a fixed weighted average rate of 4.47 percent. Non-designated Hedges. Derivatives not designated as hedges may be used to manage Valley’s exposure to interest rate movements or to provide a service to customers but do not meet the requirements for hedge accounting under GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. Valley executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Valley executes with a third party, such that Valley minimizes its net risk exposure resulting from such transactions. As these interest rate swaps do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Valley sometimes enters into risk participation agreements with external lenders where the banks are sharing their risk of default on the interest rate swaps on participated loans. Valley either pays or receives a fee depending on the participation type. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value in credit derivatives are recognized directly in earnings. At December 31, 2023, Valley had 43 credit swaps with an aggregate notional amount of $ 537.8 million related to risk participation agreements. At December 31, 2023, Valley h a d two “steepener” swaps, each with a current notional amount of $ 10.4 million where the receive rate on the swap mirrors the pay rate on the brokered deposits and the rates paid on these types of hybrid instruments are based on a formula derived from the spread between the long and short ends of the Constant Maturity Swap rate curve. Although these types of instruments do not meet the hedge accounting requirements, the change in fair value of both the bifurcated derivative and the stand alone swap tend to move in opposite directions with changes in the three-month Term SOFR rate (modified from the three-month LIBOR rate effective July 1, 2023) and, therefore, provide an effective economic hedge. Valley regularly enters into mortgage banking derivatives which are non-designated hedges. These derivatives include interest rate lock commitments provided to customers to fund certain residential mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. Valley enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on Valley’s commitments to fund the loans as well as on its portfolio of mortgage loans held for sale. 2023 Form 10-K 138 Valley enters foreign currency forward and option contracts, primarily to accommodate our customers, that are not designated as hedging instruments. Upon the origination of certain foreign currency denominated transactions (including foreign currency holdings and non-U.S. dollar denominated loans) with a client, we enter into a respective hedging contract with a third party financial institution to mitigate the economic impact of foreign currency exchange rate fluctuation. Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows at December 31, 2023 and 2022: 2023 2022 Fair Value Fair Value Other Assets Other Liabilities Notional Amount Other Assets Other Liabilities Notional Amount (in thousands) Derivatives designated as hedging instruments: Cash flow hedge interest rate swaps $ — $ — $ — $ 3,971 $ 4 $ 600,000 Fair value hedge interest rate swaps — 21,460 800,000 — 29,794 300,000 Total derivatives designated as hedging instruments $ — $ 21,460 $ 800,000 $ 3,971 $ 29,798 $ 900,000 Derivatives not designated as hedging instruments: Interest rate swaps and other contracts * $ 458,129 $ 457,885 $ 16,282,279 $ 449,280 $ 564,678 $ 14,753,330 Foreign currency derivatives 8,024 8,286 1,557,167 13,709 12,604 1,273,735 Mortgage banking derivatives 74 472 38,797 167 157 31,299 Total derivatives not designated as hedging instruments $ 466,227 $ 466,643 $ 17,878,243 $ 463,156 $ 577,439 $ 16,058,364 * Other derivatives include risk participation agreements. Beginning in the second quarter 2023, certain cash flow hedges and other non-designated derivative hedging instruments previously cleared through the Chicago Mercantile Exchange and London Clearing House were no longer subject to the variation margin netting under the single-unit of account. Fair value interest rate swaps and certain non-designated derivative instruments are reported in the table above net of variation margin as settlements using a single-unit of account at December 31, 2023 and 2022, respectively. Gains (losses) included in the consolidated statements of income and in other comprehensive income (loss), on a pre-tax basis, related to interest rate derivatives designated as hedges of cash flows were as follows: 2023 2022 2021 (in thousands) Amount of loss reclassified from accumulated other comprehensive loss to interest expense $ ( 891 ) $ ( 274 ) $ ( 3,436 ) Amount of (loss) gain recognized in other comprehensive income (loss) ( 1,093 ) 4,683 138 The accumulated net after-tax gains and losses related to effective cash flow hedges included in accumulated other comprehensive loss were $ 2.1 million and $ 2.2 million at December 31, 2023 and 2022, respectively. Amounts reported in accumulated other comprehensive loss related to cash flow interest rate derivatives are reclassified to interest income and expense as interest payments are received and paid on the hedged variable interest rate assets and liabilities. Valley estimates that $ 1.2 million (before tax) will be reclassified as an increase to interest income in 2024. 139 2023 Form 10-K Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows: 2023 2022 2021 (in thousands) Derivative—interest rate swaps: Interest income $ ( 3,877 ) $ — $ — Interest expense $ 8,473 $ ( 466 ) $ ( 3,335 ) Hedged item—subordinated debt and loans: Interest income $ 3,877 $ — $ — Interest expense ( 8,687 ) 741 3,397 The changes in the fair value of the hedged item designated as a qualifying hedge are captured as an adjustment to the carrying amount of the hedged item (basis adjustment). The following table presents the hedged items related to interest rate derivatives designated as fair value hedges and the cumulative basis fair value adjustment included in the net carrying amount of the hedged items at December 31, 2023 and 2022: Line Item in the Statement of Financial Position in Which the Hedged Item is Included Net Carrying Amount of the Hedged Asset/ Liability Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/Liability (in thousands) December 31, 2023 Loans $ 503,877 $ 3,877 Long-term borrowings * 276,572 ( 21,445 ) December 31, 2022 Long-term borrowings * 267,076 ( 30,132 ) * Net carrying amount includes unamortized debt issuance costs of $ 2.0 million and $ 2.8 million at December 31, 2023 and 2022, respectively. The net losses (gains) included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows: 2023 2022 2021 (in thousands) Non-designated hedge interest rate and credit derivatives Other non-interest expense $ 1,590 $ ( 1,392 ) $ 54 Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commercial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 35.7 million, $ 48.8 million and $ 26.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Collateral Requirements and Credit Risk Related Contingency Features. By using derivatives, Valley is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. Management attempts to minimize counterparty credit risk through credit approvals, limits, monitoring procedures and obtaining collateral where appropriate. Credit risk exposure associated with derivative contracts is managed at Valley in conjunction with Valley’s consolidated counterparty risk management process. Valley’s counterparties and the risk limits monitored by management are periodically reviewed and approved by the Board. Valley has agreements with its derivative counterparties providing that if Valley defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Valley could also be declared in default on its derivative counterparty agreements. Additionally, Valley has an agreement with several of its derivative counterparties that contains provisions that require Valley’s debt to maintain an investment grade credit rating from each of the major credit rating agencies from which it receives a credit rating. If Valley’s credit rating is reduced below investment grade, or such rating is withdrawn or suspended, then the counterparties could terminate the derivative positions and Valley would be required to settle its obligations under the agreements. As of December 31, 2023, Valley was in compliance 2023 Form 10-K 140 with all of the provisions of its derivative counterparty agreements. The ag gregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at December 31, 2023. Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties. BALANCE SHEET OFFSETTING (Note 16) Certain financial instruments, including certain OTC derivatives (mostly interest rate swaps) and repurchase agreements (accounted for as secured long-term borrowings), may be eligible for offset in the consolidated statements of financial condition and/or subject to master netting arrangements or similar agreements. OTC derivatives include interest rate swaps executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house (presented in the table below). The credit risk associated with bilateral OTC derivatives is managed through obtaining collateral and enforceable master netting agreements. Valley is party to master netting arrangements with its financial institution counterparties; however, Valley does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable investment securities, is posted by or received from the counterparty with net liability or assets position, respectively, in accordance with contract thresholds. Master repurchase agreements which include “right of set-off” provisions generally have a legally enforceable right to offset recognized amounts. In such cases, the collateral would be used to settle the fair value of the swap or repurchase agreement should Valley be in default. Total amount of collateral held or pledged cannot exceed the net derivative fair values with the counterparty. The table below presents information about Valley’s financial instruments that are eligible for offset in the consolidated statements of financial condition as of December 31, 2023 and 2022. Gross Amounts Not Offset Gross Amounts Recognized Gross Amounts Offset Net Amounts Presented Financial Instruments Cash Collateral * Net Amount (in thousands) December 31, 2023 Assets: Interest rate swaps and other contracts $ 458,129 $ — $ 458,129 $ 53,780 $ ( 302,180 ) $ 209,729 Liabilities: Interest rate swaps and other contracts $ 479,345 $ — $ 479,345 $ ( 53,780 ) $ — $ 425,565 Total liabilities $ 479,345 $ — $ 479,345 $ ( 53,780 ) $ — $ 425,565 December 31, 2022 Assets: Interest rate swaps and other contracts $ 453,251 $ — $ 453,251 $ 12,766 $ ( 342,480 ) $ 123,537 Liabilities: Interest rate swaps and other contracts $ 594,476 $ — $ 594,476 $ ( 12,766 ) $ ( 432 ) $ 581,278 Total liabilities $ 594,476 $ — $ 594,476 $ ( 12,766 ) $ ( 432 ) $ 581,278 * Cash collateral received from or pledged to our counterparties in relation to market value exposures of derivative contacts in an asset/liability position. REGULATORY AND CAPITAL REQUIREMENTS (Note 17) Valley’s primary source of cash is dividends from the Bank. Valley National Bank, a national banking association, is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. In addition, the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes. Valley and Valley National Bank are subject to the regulatory capital requirements administered by the Federal Reserve and the OCC. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct significant impact on Valley’s consolidated financial 141 2023 Form 10-K statements. Under capital adequacy guidelines Valley and Valley National Bank must meet specific capital guidelines that involve quantitative measures of Valley’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require Valley and Valley National Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations. Valley is required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, Tier 1 capital to risk-weighted assets of 6.0 percent, ratio of total capital to risk-weighted assets of 8.0 percent, and minimum leverage ratio of 4.0 percent, plus a 2.5 percent capital conservation buffer added to the minimum requirements for capital adequacy purposes. As of December 31, 2023 and 2022, Valley and Valley Nationa l Bank exceeded all capital adequacy requirements (see table below). For regulatory capital purposes, in accordance with the Federal Reserve’s final rule issued August 26, 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-in on January 1, 2025 . As of December 31, 2023, approximately $ 23.6 million of the $ 47.3 million deferral amount was recognized as a reduction to regulatory capital and, as a result, decreased our risk based capital ratios by approximately 6 basis points. 2023 Form 10-K 142 The following table presents Valley’s and Valley National Bank’s actual capital positions and ratios under the Basel III risk-based capital guidelines at December 31, 2023 and 2022: Actual Minimum Capital Requirements To Be Well Capitalized Under Prompt Corrective Action Provision Amount Ratio Amount Ratio Amount Ratio ($ in thousands) As of December 31, 2023 Total Risk-based Capital Valley $ 5,855,633 11.76 % $ 5,228,447 10.50 % N/A N/A Valley National Bank 5,794,213 11.64 5,228,403 10.50 $ 4,979,431 10.00 % Common Equity Tier 1 Capital Valley 4,623,473 9.29 3,485,631 7.00 N/A N/A Valley National Bank 5,420,894 10.89 3,485,602 7.00 3,236,630 6.50 Tier 1 Risk-based Capital Valley 4,838,314 9.72 4,232,552 8.50 N/A N/A Valley National Bank 5,420,894 10.89 4,232,517 8.50 3,983,545 8.00 Tier 1 Leverage Capital Valley 4,838,314 8.16 2,372,129 4.00 N/A N/A Valley National Bank 5,420,894 9.14 2,372,322 4.00 2,965,403 5.00 As of December 31, 2022 Total Risk-based Capital Valley $ 5,569,639 11.63 % $ 5,026,621 10.50 % N/A N/A Valley National Bank 5,659,511 11.84 5,018,129 10.50 $ 4,779,170 10.00 % Common Equity Tier 1 Capital Valley 4,315,659 9.01 3,351,080 7.00 N/A N/A Valley National Bank 5,284,372 11.06 3,345,419 7.00 3,106,461 6.50 Tier 1 Risk-based Capital Valley 4,530,500 9.46 4,069,169 8.50 N/A N/A Valley National Bank 5,284,372 11.06 4,062,295 8.50 3,823,336 8.00 Tier 1 Leverage Capital Valley 4,530,500 8.23 2,200,822 4.00 N/A N/A Valley National Bank 5,284,372 9.60 2,200,891 4.00 2,751,114 5.00 COMMON AND PREFERRED STOCK (Note 18) Repurchase Plan. In 2007, the Board approved the repurchase of up to 4.7 million of common shares. Purchases of Valley’s 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. During 2022 and 2021 Valley repurchased approximately 1.0 million and 1.6 million of its common shares on the open market at an average price of $ 13.32 and $ 14.31 per share, respectively, under its 2007 stock repurchase plan. In April 2022, Valley terminated its 2007 stock repurchase plan (and its remaining shares available for repurchase) and publicly announced a new stock purchase program for up to 25 million shares of Valley common stock. The authorization to repurchase shares will expire on April 25, 2024. During 2023, Valley repurchased 300 thousand common shares on the open market at an average price of $ 6.97 per share, under its 2022 stock repurchase plan. 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, 2023, 2022 and 2021, Valley purchased approximately 814 thousand, 761 thousand and 510 thousand shares, respectively, of its outstanding common stock at an average price of $ 11.53 , $ 13.93 and $ 10.85 , respectively, for such purpose. 143 2023 Form 10-K Preferred Stock Series A Issuance. On June 19, 2015, Valley issued 4.6 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, with a liquidation preference of $ 25 per share. Dividends on the preferred stock accrue and are payable quarterly in arrears, at a fixed rate per annum equal to 6.25 percent from the original issue date to, but excluding, June 30, 2025, and thereafter at a floating rate per annum equal to three-month SOFR plus an adjustment of 0.26161 percent plus a spread of 3.85 percent. The net proceeds from the preferred stock offering totaled $ 111.6 million. Commencing June 30, 2025, Valley may redeem the preferred shares at the liquidation preference plus accrued and unpaid dividends, subject to certain conditions. Series B Issuance. On August 3, 2017, Valley issued 4.0 million shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, with a liquidation preference of $ 25 per share. Dividends on the preferred stock will accrue and be payable quarterly in arrears, at a fixed rate per annum equal to 5.50 percent from the original issuance date to, but excluding, September 30, 2022, and thereafter at a floating rate per annum equal to three-month SOFR plus an adjustment of 0.26161 percent plus a spread of 3.578 percent. The net proceeds from the preferred stock offering totaled $ 98.1 million. Valley may redeem the preferred shares at the liquidation preference plus accrued and unpaid dividends, subject to certain conditions. Preferred stock is included in Valley's (additional) Tier 1 capital and total risk-based capital at December 31, 2023 and 2022. 2023 Form 10-K 144 OTHER COMPREHENSIVE INCOME (Note 19) The following table presents the tax effects allocated to each component of other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021. Components of other comprehensive income (loss) include changes in net unrealized gains and losses on debt securities AFS; unrealized gains and losses on derivatives used in cash flow hedging relationships; and the defined benefit pension and postretirement benefit plan adjustments for the unfunded portion of various employee, officer and director benefit plans. 2023 2022 2021 Before Tax Tax Effect After Tax Before Tax Tax Effect After Tax Before Tax Tax Effect After Tax (in thousands) Unrealized gains and losses on available for sale debt securities Net gains (losses) arising during the period $ 19,514 $ ( 6,564 ) $ 12,950 $ ( 189,201 ) $ 52,220 $ ( 136,981 ) $ ( 32,586 ) $ 8,973 $ ( 23,613 ) Less reclassification adjustment for net (gains) losses included in net income (1) ( 863 ) 229 ( 634 ) ( 31 ) 8 ( 23 ) ( 663 ) 172 ( 491 ) Net change 18,651 ( 6,335 ) 12,316 ( 189,232 ) 52,228 ( 137,004 ) ( 33,249 ) 9,145 ( 24,104 ) Unrealized gains and losses on derivatives (cash flow hedges) Net (losses) gains arising during the period ( 1,093 ) 336 ( 757 ) 4,683 ( 1,321 ) 3,362 138 ( 11 ) 127 Less reclassification adjustment for net losses (gains) included in net income (2) 891 ( 253 ) 638 274 ( 71 ) 203 3,436 ( 989 ) 2,447 Net change ( 202 ) 83 ( 119 ) 4,957 ( 1,392 ) 3,565 3,574 ( 1,000 ) 2,574 Defined benefit pension and postretirement benefit plans Net gains (losses) arising during the period 8,027 ( 2,591 ) 5,436 ( 18,531 ) 5,356 ( 13,175 ) 14,381 ( 4,075 ) 10,306 Amortization of prior service (cost) credit (3) ( 135 ) 45 ( 90 ) ( 135 ) 35 ( 100 ) ( 135 ) 39 ( 96 ) Amortization of net loss (3) 4 ( 1 ) 3 905 ( 261 ) 644 1,538 ( 432 ) 1,106 Net change 7,896 ( 2,547 ) 5,349 ( 17,761 ) 5,130 ( 12,631 ) 15,784 ( 4,468 ) 11,316 Total other comprehensive income (loss) $ 26,345 $ ( 8,799 ) $ 17,546 $ ( 202,036 ) $ 55,966 $ ( 146,070 ) $ ( 13,891 ) $ 3,677 $ ( 10,214 ) (1) Included in gains (losses) on securities transactions, net. (2) Included in interest expense. (3) Included in the computation of net periodic pension cost. See Note 12 for details. 145 2023 Form 10-K The following table presents the after-tax changes in the balances of each component of accumulated other comprehensive (loss) income for the years ended December 31, 2023, 2022 and 2021: Components of Accumulated Other Comprehensive Loss Total Accumulated Other Comprehensive Loss Unrealized Gains and Losses on AFS Securities Unrealized Gains and Losses on Derivatives Defined benefit pension and postretirement benefit plans (in thousands) Balance-December 31, 2020 $ 33,290 $ ( 3,906 ) $ ( 37,102 ) $ ( 7,718 ) Other comprehensive income (loss) before reclassifications ( 23,613 ) 127 10,306 ( 13,180 ) Amounts reclassified from other comprehensive (loss) income ( 491 ) 2,447 1,010 2,966 Other comprehensive income (loss), net ( 24,104 ) 2,574 11,316 ( 10,214 ) Balance-December 31, 2021 9,186 ( 1,332 ) ( 25,786 ) ( 17,932 ) Other comprehensive (loss) income before reclassifications ( 136,981 ) 3,362 ( 13,175 ) ( 146,794 ) Amounts reclassified from other comprehensive (loss) income ( 23 ) 203 544 724 Other comprehensive (loss) income, net ( 137,004 ) 3,565 ( 12,631 ) ( 146,070 ) Balance-December 31, 2022 ( 127,818 ) 2,233 ( 38,417 ) ( 164,002 ) Other comprehensive income (loss) before reclassifications 12,950 ( 757 ) 5,436 17,629 Amounts reclassified from other comprehensive income (loss) ( 634 ) 638 ( 87 ) ( 83 ) Other comprehensive income (loss), net 12,316 ( 119 ) 5,349 17,546 Balance-December 31, 2023 $ ( 115,502 ) $ 2,114 $ ( 33,068 ) $ ( 146,456 ) PARENT COMPANY INFORMATION (Note 20) Condensed Statements of Financial Condition December 31, 2023 2022 (in thousands) Assets Cash $ 193,248 $ 145,647 Interest bearing deposits with banks — 250 Equity securities 29,404 15,423 Investments in and receivables due from subsidiaries 7,290,923 7,160,571 Other assets 12,473 32,727 Total Assets $ 7,526,048 $ 7,354,618 Liabilities and Shareholders’ Equity Dividends payable to shareholders $ 60,918 $ 58,754 Long-term borrowings 638,362 754,639 Junior subordinated debentures issued to capital trusts 57,108 56,760 Accrued expenses and other liabilities 68,269 83,663 Shareholders’ equity 6,701,391 6,400,802 Total Liabilities and Shareholders’ Equity $ 7,526,048 $ 7,354,618 2023 Form 10-K 146 Condensed Statements of Income Years Ended December 31, 2023 2022 2021 20 Income Dividends from subsidiary $ 425,000 $ 420,000 $ 150,000 Net gains (losses) on equity securities 1,036 ( 1,136 ) 1,491 Other interest and income 5,730 82 20 Total Income 431,766 418,946 151,511 Total Expenses 56,072 48,104 28,537 Income before income tax and equity in undistributed earnings of subsidiary 375,694 370,842 122,974 Income tax benefit ( 10,961 ) ( 13,098 ) ( 9,501 ) Income before equity in undistributed earnings of subsidiary 386,655 383,940 132,475 Equity in undistributed earnings of subsidiary 111,856 184,911 341,365 Net Income 498,511 568,851 473,840 Dividends on preferred stock 16,135 13,146 12,688 Net Income Available to Common Shareholders $ 482,376 $ 555,705 $ 461,152 147 2023 Form 10-K Condensed Statements of Cash Flows Years Ended December 31, 2023 2022 2021 (in thousands) Cash flows from operating activities: Net Income $ 498,511 $ 568,851 $ 473,840 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries ( 111,856 ) ( 184,911 ) ( 341,365 ) Stock-based compensation 33,104 28,788 20,887 Net amortization of premiums and accretion of discounts on borrowings 2,058 1,741 1,152 (Gains) losses on securities transactions, net ( 1,036 ) 1,136 ( 1,491 ) Net change in: Other assets 13,472 ( 9,206 ) 3,625 Accrued expenses and other liabilities ( 8,501 ) 5,851 ( 7,079 ) Net cash provided by operating activities 425,752 412,250 149,569 Cash flows from investing activities: Purchases of equity securities ( 11,261 ) ( 10,424 ) ( 1,644 ) Cash and cash equivalents paid in acquisitions, net — ( 113,244 ) ( 3,983 ) Capital contributions to subsidiary ( 20 ) ( 125,055 ) ( 227,000 ) Other, net 5,098 — — Net cash used in investing activities ( 6,183 ) ( 248,723 ) ( 232,627 ) Cash flows from financing activities: Proceeds from issuance of long-term borrowings, net — 147,508 295,922 Repayment of long-term borrowings ( 125,000 ) — ( 60,000 ) Dividends paid to preferred shareholders ( 14,338 ) ( 13,146 ) ( 12,688 ) Dividends paid to common shareholders ( 225,411 ) ( 205,999 ) ( 179,667 ) Purchase of common shares to treasury ( 11,475 ) ( 24,123 ) ( 23,907 ) Common stock issued, net 4,006 120 11,245 Net cash (used in) provided by financing activities ( 372,218 ) ( 95,640 ) 30,905 Net change in cash and cash equivalents 47,351 67,887 ( 52,153 ) Cash and cash equivalents at beginning of year 145,897 78,010 130,163 Cash and cash equivalents at end of year $ 193,248 $ 145,897 $ 78,010 OPERATING SEGMENTS (Note 21) Prior to the second quarter 2022, Valley had three operating segments: Consumer Lending, Commercial Lending, and Investment Management. 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. Since its re-evaluation in 2022, Valley has managed 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. Each operating segment is reviewed routinely for its asset growth, contribution to income before income taxes and 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 operating segments and no additional changes to Valley's operating segments were determined necessary at December 31, 2023. 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 2023 Form 10-K 148 rates. However, the average life may be impacted by new loans as a result of the availability of credit within the automobile marketplace and consumer demand for purchasing new or used automobiles. Consumer Banking also includes the Wealth Management and Insurance Services Division, comprised of trust, asset management, brokerage, insurance and tax credit advisory services. The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as fixed rate owner occupied and commercial real estate loans. Due to the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates. Treasury and Corporate Other largely consists of the Treasury managed HTM debt securities and AFS 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. Interest income is generated through investments in various types of securities (mainly comprised of fixed rate securities) and interest-bearing deposits with other banks (primarily the Federal Reserve Bank of New York). Expenses related to the branch network, all other components of retail banking, along with the back office departments of the Bank are allocated from Treasury and Corporate Other to the Consumer and Commercial Banking segments. Interest expense and internal transfer expense (for general corporate expenses) are allocated to each operating segment utilizing a transfer pricing methodology, which involves the allocation of operating and funding costs based on each segment's respective mix of average interest earning assets and or liabilities outstanding for the period. The accounting for each segment and Treasury and Corporate Other includes internal accounting policies designed to measure consistent and reasonable financial reporting and may result in income and expense measurements that differ from amounts under GAAP. The financial reporting for each segment contains allocations and reporting in line with Valley’s operations, which may not necessarily be comparable to any other financial institution. Fur thermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data. The prior period balances presented in the tables below reflect reclassifications to conform the presentation in those periods to the current operating segment structure. Valley’s consolidated results were not impacted by the changes discussed above and remain unchanged for all periods presented. The foll owing tables represent the financial data for Valley’s operating segments, and Treasury and Corporate Other for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets (unaudited) $ 8,892,563 $ 40,459,298 $ 7,148,667 $ 56,500,528 Interest income $ 367,986 $ 2,518,988 $ 251,917 $ 3,138,891 Interest expense 223,819 1,018,328 231,266 1,473,413 Net interest income 144,167 1,500,660 20,651 1,665,478 Provision for credit losses 6,162 39,463 4,559 50,184 Net interest income after provision for credit losses 138,005 1,461,197 16,092 1,615,294 Non-interest income 86,743 51,909 87,077 225,729 Non-interest expense 82,557 141,029 939,105 1,162,691 Internal transfer expense (income) 107,639 480,593 ( 588,232 ) — Income before income taxes $ 34,552 $ 891,484 $ ( 247,704 ) $ 678,332 Return on average interest earning assets (pre-tax) (unaudited) 0.39 % 2.20 % ( 3.47 ) % 1.20 % 149 2023 Form 10-K Year Ended December 31, 2022 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets (unaudited) $ 8,133,665 $ 33,796,688 $ 6,137,028 $ 48,067,381 Interest income $ 272,295 $ 1,556,182 $ 148,206 $ 1,976,683 Interest expense 48,843 202,948 69,252 321,043 Net interest income 223,452 1,353,234 78,954 1,655,640 Provision for credit losses 20,880 35,456 481 56,817 Net interest income after provision for credit losses 202,572 1,317,778 78,473 1,598,823 Non-interest income 56,506 79,695 70,592 206,793 Non-interest expense 73,105 118,919 832,925 1,024,949 Internal transfer expense (income) 121,220 491,507 ( 612,727 ) — Income (loss) before income taxes $ 64,753 $ 787,047 $ ( 71,133 ) $ 780,667 Return on average interest earning assets (pre-tax) (unaudited) 0.80 % 2.33 % ( 1.16 ) % 1.62 % Year Ended December 31, 2021 Consumer Banking Commercial Banking Treasury and Corporate Other Total ($ in thousands) Average interest earning assets (unaudited) $ 7,262,808 $ 25,554,177 $ 5,410,830 $ 38,227,815 Interest income $ 238,715 $ 1,018,674 $ 76,837 $ 1,334,226 Interest expense 19,117 67,265 37,943 124,325 Net interest income 219,598 951,409 38,894 1,209,901 (Credit) provision for credit losses ( 6,807 ) 39,703 ( 263 ) 32,633 Net interest income after provision for credit losses 226,405 911,706 39,157 1,177,268 Non-interest income 72,063 35,600 47,350 155,013 Non-interest expense 78,853 108,577 504,112 691,542 Internal transfer expense (income) 81,423 286,335 ( 367,758 ) — Income (loss) before income taxes $ 138,192 $ 552,394 $ ( 49,847 ) $ 640,739 Return on average interest earning assets (pre-tax) (unaudited) 1.90 % 2.16 % ( 0.92 ) % 1.68 % 2023 Form 10-K 150 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Valley National Bancorp: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial condition of Valley National Bancorp and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 29, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for loan losses evaluated on a collective basis As discussed in Note 5 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31, 2023 was $446 million, of which $372 million related to the loans collectively evaluated for credit losses (the collective ALL). The collective ALL includes the measure of expected credit losses on a collective basis for those loans that share similar risk characteristics. In estimating the collective ALL, the Company uses a transition matrix model which calculates an expected life of loan loss percentage for each loan pool by using probability of default and loss given default metrics. The metrics are based on the migration of loans from performing to loss by credit quality rating or delinquency categories using life-of-loan analysis periods for each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses incurred. The expected credit losses are the product of multiplying the model’s expected life of loan loss percentages by the exposure at default at period end. The model’s expected losses are adjusted for qualitative factors which includes a two-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience on a straight-line basis for the remaining life of the loan. The forecasts consist of a multi 151 2023 Form 10-K scenario economic forecast model which is assigned relative probability weightings. These adjustments are based on qualitative factors not reflected in the quantitative model but are likely to impact the measurement of estimated credit losses. We identified the assessment of the collective ALL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ALL. Specifically, the assessment encompassed the evaluation of the collective ALL methodology, including the model and methods used to estimate the (1) life of loan loss percentages and the related significant assumptions, including probability of default, loss given default and credit risk ratings for commercial loans, and (2) the qualitative factors, including the reasonable and supportable economic forecasts and related weightings, and reversion. The assessment also included an evaluation of the conceptual soundness and performance of the methodology utilized to derive the quantitative life of loan loss percentages and qualitative factors and the Company’s procedures to validate the model utilized to produce the lifetime loss estimate. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALL estimate, including controls over the: • development of the collective ALL methodology • continued use and appropriateness of changes made to the transition matrix model • performance monitoring of the transition matrix model • identification and determination of the significant assumptions used in the model • continued use and ongoing monitoring of the appropriateness of the reasonable and supportable forecast period • development of the qualitative factors, including the significant assumptions used in the measurement of the qualitative factors • procedures performed by the Company to validate the model is fit for use and appropriate to estimate lifetime losses • periodic testing of loan risk ratings for loan portfolios • analysis of the collective ALL results, trends and ratios. We evaluated the Company’s process to develop the collective ALL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ALL methodology for compliance with U.S. generally accepted accounting principles • evaluating the judgments made by the Company relative to the assessment and performance monitoring of the transition matrix model used to calculate the life of loan loss percentage by comparing them to Company-specific metrics and trends and the applicable industry and regulatory practices • testing the conceptual soundness and performance of the transition matrix model by inspecting the model documentation and model validation documentation to determine whether the model is suitable for the intended use • evaluating the economic forecast scenarios and related weightings by comparing them to the Company’s business environment and relevant industry practices • determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices • testing individual credit risk ratings for a selection of commercial loans by evaluating the financial performance of the borrower, sources of repayment and any relevant guarantees or underlying collateral • evaluating the methodology used to develop the qualitative factor framework and the effect of those factors on the collective ALL by comparing the qualitative factors to the specific portfolio risk characteristics, trends and relevant industry practices and identified limitations of the underlying quantitative models. We also assessed the sufficiency of the audit evidence obtained related to the collective ALL by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices and potential bias in the accounting estimate. 2023 Form 10-K 152 Goodwill impairment assessment of the Company’s reporting units As discussed in Notes 1 and 8 to the consolidated financial statements, the carrying value of the Company’s goodwill balance is $1.9 billion as of December 31, 2023. The Company’s goodwill is not amortized but is subject to annual testing for impairment in the second quarter, or more often, if events or circumstances indicate it may be impaired. The Company elected to perform a quantitative impairment test for its annual assessment in the second quarter which compared the fair value of each of the reporting units with their respective carrying amounts, including goodwill. If the fair value of each of the reporting units exceeded its carrying amounts, the goodwill of the reporting unit was not impaired. An impairment loss is recognized if the carrying value of the net assets, including goodwill, assigned to the reporting units exceeds the fair value, with the impairment charge not to exceed the amount of goodwill recorded. Fair value is determined using market multiples and certain discounted cash flow methods. Factors that may materially affect the fair value estimate include, among others, changes in discount rates, terminal value growth rates, and specific industry or market sector conditions. Additionally, the Company performed a market capitalization reconciliation to support the appropriateness of the reporting units’ fair values and impairment test results, which included comparing the sum of the fair value of the reporting units to the Company’s market capitalization, adjusted for the present value of estimated synergies which a market participant acquirer could reasonably expect to realize from a hypothetical acquisition the Company. We identified the Company’s annual goodwill impairment assessment as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgement was involved in performing procedures over 1) the individual reporting unit estimated cash flows and related key assumptions, which included the discount rate and the terminal value growth rate used in the discounted cash flow methods and 2) the present value of estimated synergies used in the market capitalization reconciliation and resulting control premium. The key assumptions were challenging to test as they represented subjective determinations of future market and economic conditions that were also more sensitive to variation. Minor changes in these assumptions could have had a significant effect on the Company’s measurement of the fair value of the reporting units and the impairment assessment of the carrying value of the goodwill. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the estimated fair value of the reporting units in the annual goodwill impairment assessment, including controls over the selection and development of key assumptions used in the discounted cash flow analyses and market capitalization reconciliation. We involved valuation professionals with specialized skill and knowledge, who assisted in: • evaluating the Company’s fair value methodology for the reporting units for compliance with U.S. generally accepted accounting principles • evaluating the Company’s discount rate by comparing it against a discount rate range that was independently developed using publicly available data for comparable entities • evaluating the Company’s terminal value growth rate by comparing it against an average growth rate range that was independently developed using publicly available economic and industry data for the overall U.S. economy, U.S. capital markets, and comparable entities • developing an independent expectation of the estimate of the reporting units’ fair value using the reporting units’ cash flow forecast and an independently developed discount rate and compared our independent expectation of fair value to the Company’s fair value estimate • evaluating the total fair value of the Company’s reporting units through comparison to the Company’s market capitalization adjusted for expected synergies as of the measurement date by evaluating the reasonableness of the estimated synergies and resulting control premium for alignment with industry comparables, standards and market conditions. /s/ KPMG LLP We have served as the Company’s auditor since 2008. Short Hills, New Jersey February 29, 2024 153 2023 Form 10-K Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.