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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 49 added, 46 removed, 210 unchanged (31% of the section changed)

32 unchanged sentences

Changes in Internal Control over Financial Reporting

In October 2023, Valley executed and completed its core conversion in connection with the acquisition of Bank Leumi USA.

As a result, we made changes to our internal control over financial reporting to align with the new system functionality and updated processes.

Other than changes made related to such core conversion, there have been no changes in Valley’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

There have been no changes in Valley’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

2024 Form 10-K 156

34 unchanged sentences

The information set forth under the captions “Director Information,” “Delinquent Section 16(a) Reports,” “Code of Conduct and Ethics and Corporate Governance Guidelines,” “Nomination of Directors,” and “Committees of the Board of Directors;

Board of Directors Meetings” in the 2024 Proxy Statement is incorporated herein by reference.

Board of Directors Meetings” and “Our Securities Trading Policy” in the 2025 Proxy Statement is incorporated herein by reference.

Executive Compensation

The information set forth under the captions “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation” and “Advisory Vote on Our Named Executive Officer Compensation” in the 2024 Proxy Statement is incorporated herein by reference.

The information set forth under the captions “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation,” “Equity Grant Procedures” and “Advisory Vote on Our Named Executive Officer Compensation” in the 2025 Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

16 unchanged sentences

Report of Independent Registered Public Accounting Firm 152

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

All financial statement schedules are omitted because they are either not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

(b) Exhibits (numbered in accordance with Item 601 of Regulation S-K):

3 unchanged sentences

Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q Quarterly Report filed on August 7, 2020.

Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report filed on August 5, 2024 .

By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K Current Report filed on October 24, 2018.

5 unchanged sentences

(Item 601(b)(4)(iii)(A)), incorporated herein by reference to Exhibit 4G to the Registrant's Form 10-K Annual Report filed on February 28, 2017.

Description of Valley Securities , incorporated herein by reference to Exhibit 4F to the Registrant's From 10-K Annual Report filed on March 1 , 2023

Description of Valley Securities*

Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on June 5, 2020.

12 unchanged sentences

Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Ira Robbins, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report filed on September 27, 2016.+

Form of Valley National Bancorp Restricted Stock Award Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q Quarterly Report filed on May 8, 2017 (in use prior to 2019).+

Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Thomas A.

1 unchanged sentence

Consulting Agreement, dated as of May 1, 2022, by and between Valley National Bancorp and Alrem LLC, incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q Quarterly Report filed on August 9, 2022.+

First Amendment to Consulting Agreement, effective as of May 1, 2023, by and between Valley National Bancorp and Alrem LLC, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q Quarterly Report filed on May 8, 2024.

Second Amendment to Consulting Agreement, effective as of May 1, 2024, by and between Valley National Bank and Alrem LLC.

Bank Leumi Le-Israel Corporation 2018 Stock Option Plan, incorporated herein by reference to Exhibit 4.1 to the Registrant's Form S-8 Registration Statement filed on April 1, 2022.+

7 unchanged sentences

Iadanza), incorporated herein by reference to Exhibit II to the Registrant's Form 10-K filed on February 28, 2019.

Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended and restated on January 28, 2020 incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 6, 2020.

2024 Form 10-K 160

Form of Valley National Bancorp Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2016 Long-Term Stock Incentive Plan , incorporated herein by reference to Exhibit MM to the Registrant's Form 10-K filed on February 28, 2019.

Oritani Financial Corp.

Or itani Financial Corp.

2011 Equity Incentive Plan, incorporated by reference to Appendix A of the proxy statement for the Special Meeting of Oritani Stockholders (Commission File No.

6 unchanged sentences

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.EE to the Registrant's Form 10-K Annual Report filed on February 28, 2022.

Separation Agreement and General Release, dated as of February 16, 2022, between Valley National Bank and Robert Bardusch, incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 10-Q Quarterly Report filed on May 9, 2022.+

Offer letter, dated as of September 23, 2021, between Valley National Bancorp and Raja Dakkuri , incorporated herein b y reference to Exhibit 10.DD to the Registrant's Form 10-K Annual Report filed on March 1 , 2023 .

Investor Rights Agreement, dated as of April 1, 2022, between Valley National Bancorp and Bank Leumi Le-Israel B.M., incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on April 1, 2022.

Valley National Bancorp 2023 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 7, 2023.

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan.

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan.

F orm of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan (approved February 2024), incorporated herein by reference to Exhibit 10.AA to the Registrant’s Form 10-K Annual Report filed on February 29, 2024.+

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan (approved February 2024), incorporated herein by reference to Exhibit 10.BB to the Registrant’s Form 10-K Annual Report filed on February 29, 2024.+

Underwriting Agreement, dated July 29, 2024, by and among the Company, Valley National Bank, and Morgan Stanley & Co.

LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters named therein, incorporated herein by reference to Exhibit 1.1 to the Company’s Form 8-K Current Report filed on July 31, 2024.

Underwriting Agreement, dated November 7, 2024, by and among the Company, the Bank and J.P.

Morgan Securities LLC, as representative of the Underwriters listed on Schedule A thereto, incorporated herein by reference to Exhibit 1.1 to the Company's Form 8-K Current Report filed on November 12, 2024.

Separation Agreement and General Release, dated October 30, 2024, between Valley National Bank and Michael Hagedorn.+*

Executive Severance Plan, effective as of January 1, 2025, covering Russell Barrett, Mitchell L.

Crandell, John P.

Regan, Mark Saeger and Yvonne M.

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan, approved December 2024 .+*

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2023 Incentive Compensation Plan, approved December 2024 .+*

(19) Valley National Bancorp Securities Trading Policy.*

2024 Form 10-K

9 unchanged sentences

Dudley Ventures, LLC Delaware 100%

DV Financial Services, LLC Delaware 100%

Valley Growth Capital LLC Delaware 100%

(b) Subsidiaries of Valley National Bank:

11 unchanged sentences

New York 100%

RISC One, Inc.

Valley Insurance Services of Florida, LLC Florida 90%

(d) Subsidiaries of Valley Securities Holdings (NY) LLC:

New Jersey 100%

SAR II (NY) LLC New Jersey 100%

Shrewsbury Capital Corporation New Jersey 100%

3 unchanged sentences

New Jersey 100%

(e) Subsidiary of Oritani Investment Corp.:

(d) Subsidiary of Oritani Investment Corp.:

Oritani Asset Corp.

New Jersey 100%

(f) Subsidiary of SAR II, Inc.:

(e) Subsidiary of SAR II (NY) LLC:

VNB Realty, Inc.

New Jersey 100%

(g) Subsidiary of VNB Realty, Inc.:

(f) Subsidiary of VNB Realty, Inc.:

VNB Capital Corp.

New York 100%

† Excluded from the list are subsidiaries that, if considered in the aggregate, would not constitute a significant subsidiary under SEC rules as of December 31, 2023.

Excluded from the list are certain subsidiaries that, if considered in the aggregate, would not constitute a significant subsidiary under SEC rules as of December 31, 2024.

(23) Consent of KPMG LLP.*

(24) Power of Attorney of Certain Directors and Officers of Valley.*

(24) Power of Attorney of Certain Directors and Officers of the Company.*

(31.1) Certification of Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).*

(31.2) Certification of Michael D.

Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).*

(31.2) Certification of Travis Lan , Senior Executive Vice President and I nterim Chief Financial Officer of the Company, pursuant to Securities Exchange Rule 13a-14(a).*

(32) Certification, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company and Michael D.

Hagedorn, Senior Executive Vice President and Chief Financial Officer of the Company.*

(97) Valley National Bancorp Clawback Policy in the Event of a Financial Restatement.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ira Robbins, Chairman of the Board and Chief Executive Officer of the Company and Travis Lan , Senior Executive Vice President and I nterim Chief Financial Officer of the Company.*

(97) Valley National Bancorp Clawback Policy in the Event of a Financial Restatement, incorporated herein by reference to Exhibit 97 to the Registrant’s Form 10-K Annual Report filed on February 29, 2024.+

(101) Interactive Data File (XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *

2 unchanged sentences

+ Management contract and compensatory plan or arrangement.

Form 10-K Summary

Not applicable.

2024 Form 10-K 162

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

V ALLEY N ATIONAL B ANCORP

2 unchanged sentences

and Chief Executive Officer

/s/ MICHAEL D.

Senior Executive Vice President

and Chief Financial Officer

/s/ TRAVIS LAN

Executive Vice President

and Interim Chief Financial Officer (Principal Financial Officer)

February 27, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated:

Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated:

Signature Title Date

1 unchanged sentence

Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer) February 27, 2025

/ S / M ICHAEL D.

Senior Executive Vice President,

Chief Financial Officer

/ S / T RAVIS L AN

Executive Vice President and

Interim Chief Financial Officer

(Principal Financial Officer) February 27, 2025

6 unchanged sentences

Director February 27, 2025

D AFNA L ANDAU*

Director February 27, 2025

1 unchanged sentence

Director February 27, 2025

A VNER M ENDELSON *

Director February 29, 2024

Avner Mendelson

Director February 29, 2024

2024 Form 10-K

Signature Title Date

N ITZAN S ANDOR *

Director February 27, 2025

Nitzan Sandor

Director February 27, 2025

1 unchanged sentence

Director February 27, 2025

W ILLIAMS , J R .*

1 unchanged sentence

Williams, Jr.

/s/ M ICHAEL D.

/s/ T RAVIS L AN

February 27, 2025

Hagedorn, attorney-in fact

Travis Lan, attorney-in fact

2024 Form 10-K 164

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

What changed 10-K

Item 9A. Controls and Procedures