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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 348 added, 178 removed, 1178 unchanged (31% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except for share data) March 31,

(in thousands, except for share data) June 30,

2025 December 31,

5 unchanged sentences

Available for sale debt securities 3,896,205 3,369,724

Held to maturity debt securities (net of allowance for credit losses of $ 633 at March 31, 2025 and $ 647 at December 31, 2024)

Held to maturity debt securities (net of allowance for credit losses of $ 637 at June 30, 2025 and $ 647 at December 31, 2024)

3,530,924 3,531,573

Total investment securities 7,504,537 6,972,810

Loans held for sale (includes fair value of $ 8,427 at March 31, 2025 and $ 16,931 at December 31, 2024 for loans originated for sale)

Loans held for sale (includes fair value of $ 9,146 at June 30, 2025 and $ 16,931 at December 31, 2024 for loans originated for sale)

28,096 25,681

24 unchanged sentences

50,000,000 authorized shares:

Series A ( 4,600,000 shares issued at March 31, 2025 and December 31, 2024)

Series A ( 4,600,000 shares issued at June 30, 2025 and December 31, 2024)

111,590 111,590

Series B ( 4,000,000 shares issued at March 31, 2025 and December 31, 2024)

Series B ( 4,000,000 shares issued at June 30, 2025 and December 31, 2024)

98,101 98,101

Series C ( 6,000,000 shares issued at March 31, 2025 and December 31, 2024)

Series C ( 6,000,000 shares issued at June 30, 2025 and December 31, 2024)

144,654 144,654

Common stock ( no par value, authorized 650,000,000 shares;

issued 560,278,101 shares at March 31, 2025 and 558,786,093 shares at December 31, 2024)

issued 560,522,946 shares at June 30, 2025 and 558,786,093 shares at December 31, 2024)

196,606 195,998

2 unchanged sentences

Accumulated other comprehensive loss ( 119,889 ) ( 155,334 )

Treasury stock, at cost ( 250,000 common shares at March 31, 2025)

Treasury stock, at cost ( 241,125 common shares at June 30, 2025)

Total Shareholders’ Equity 7,575,421 7,435,127

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Interest Income

14 unchanged sentences

Net Interest Income 432,408 401,685 852,513 795,233

(Credit) provision for credit losses for available for sale and held to maturity securities ( 14 ) ( 74 )

Provision (credit) for credit losses for available for sale and held to maturity securities 4 ( 41 ) ( 10 ) ( 115 )

Provision for credit losses for loans 37,795 82,111 100,470 127,385

5 unchanged sentences

Service charges on deposit accounts 14,705 11,212 27,431 22,461

Gains on securities transactions, net 46 49

(Losses) gains on securities transactions, net ( 1 ) 3 45 52

Fees from loan servicing 3,671 2,691 6,886 5,879

Gains on sales of loans, net 2,025 884 4,222 2,502

Gains on sales of assets, net 43 3,694

Bank owned life insurance 6,019 4,545 10,796 7,780

8 unchanged sentences

Professional and legal fees 19,970 17,938 35,640 34,403

Loss on extinguishment of debt 922 — 922 —

Amortization of tax credit investments 9,134 5,791 18,454 11,353

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 133,167 $ 70,424 $ 239,225 $ 166,704

Other comprehensive gain (loss), net of tax:

Other comprehensive income (loss), net of tax:

Unrealized gains and losses on available for sale securities

Net gains (losses) arising during the period 8,496 ( 5,600 ) 35,708 ( 15,805 )

Amounts reclassified to earnings — 8 — 8

Total 8,496 ( 5,592 ) 35,708 ( 15,797 )

Unrealized gains and losses on derivatives (cash flow hedges)

Unrealized losses on derivatives (cash flow hedges)

Amounts reclassified to earnings ( 221 ) ( 210 ) ( 439 ) ( 432 )

7 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Common Stock Accumulated

19 unchanged sentences

— 1,492 522 2,686 — — — 3,208

Purchase of treasury stock — ( 250 ) — — — — ( 2,162 ) ( 2,162 )

Common stock repurchased — ( 250 ) — — — — ( 2,162 ) ( 2,162 )

Balance - March 31, 2025 $ 354,345 560,028 $ 196,520 $ 5,444,756 $ 1,634,690 $ ( 128,252 ) $ ( 2,162 ) $ 7,499,897

For the Three Months Ended March 31, 2024

Net income — — — — 133,167 — — 133,167

Other comprehensive loss, net of tax — — — — — 8,363 — 8,363

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.51 per share

— — — — ( 2,057 ) — — ( 2,057 )

Preferred stock, Series C, $ 0.52 per share

— — — — ( 3,094 ) — — ( 3,094 )

Common stock, $ 0.11 per share

— — — — ( 62,466 ) — — ( 62,466 )

Effect of stock incentive plan, net

— 504 86 6,787 ( 3,540 ) — 2,239 5,572

Common stock repurchased — ( 250 ) — — — — ( 2,164 ) ( 2,164 )

Balance - June 30, 2025

$ 354,345 560,282 $ 196,606 $ 5,451,543 $ 1,694,903 $ ( 119,889 ) $ ( 2,087 ) $ 7,575,421

For the Six Months Ended June 30, 2024

Common Stock Accumulated

19 unchanged sentences

$ 209,691 508,893 $ 178,535 $ 4,989,023 $ 1,506,738 $ ( 156,848 ) $ — $ 6,727,139

Net income — — — — 70,424 — — 70,424

Other comprehensive loss, net of tax — — — — — ( 5,765 ) — ( 5,765 )

Cash dividends declared:

Preferred stock, Series A, $ 0.39 per share

— — — — ( 1,797 ) — — ( 1,797 )

Preferred stock, Series B, $ 0.58 per share

— — — — ( 2,311 ) — — ( 2,311 )

Common stock, $ 0.11 per share

— — — — ( 56,678 ) — — ( 56,678 )

Effect of stock incentive plan, net — 312 110 6,615 — — — 6,725

Balance - June 30, 2024

$ 209,691 509,205 $ 178,645 $ 4,995,638 $ 1,516,376 $ ( 162,613 ) $ — $ 6,737,737

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

11 unchanged sentences

Gains on sales of assets, net ( 187 ) ( 3,692 )

Loss on extinguishment of debt 922 —

Net change in:

6 unchanged sentences

Accrued expenses and other liabilities ( 394,992 ) 138,165

Net cash (used in) provided by operating activities ( 17,122 ) 99,511

Net cash provided by operating activities 142,032 313,512

Cash flows from investing activities:

14 unchanged sentences

Purchases of real estate property and equipment ( 6,154 ) ( 6,378 )

Net cash (used in) provided by investing activities ( 175,310 ) 91,985

Net cash used in investing activities ( 1,156,594 ) ( 1,015,243 )

VALLEY NATIONAL BANCORP

1 unchanged sentence

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from financing activities:

9 unchanged sentences

Other, net ( 257 ) ( 2 )

Net cash used in financing activities ( 473,996 ) ( 141,888 )

Net cash provided by financing activities 310,854 819,579

Net change in cash and cash equivalents ( 703,708 ) 117,848

18 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current presentation.

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 March 31, 2025 and for all periods presented have been made.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

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 June 30, 2025 and for all periods presented have been made.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year or any subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP and industry practice have been condensed or omitted pursuant to rules and regulations of the SEC.

9 unchanged sentences

Also, future amounts and values could differ materially from those estimates due to changes in values and circumstances after the balance sheet date.

On July 4, 2025, new federal legislation commonly known as the One Big Beautiful Bill Act (OBBBA) was enacted into law.

The OBBBA extends or reinstates certain provisions of the 2017 Tax Cuts and Jobs Act, includes tax relief measures, modifies certain energy tax credits and sets various limits on tax deductions, among other key provisions.

Valley is currently evaluating the provisions of the OBBBA, but it is not expected to have a material impact on Valley's consolidated financial statements.

Earnings Per Common Share

The following table shows the calculation of both basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024:

The following table shows the calculation of both basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands, except for share and per share data)

8 unchanged sentences

Diluted 0.22 0.13 0.40 0.31

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 and RSUs with exercise and vesting 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.

Pote ntial anti-dilutive weighted common shares totaled approximately 638 thousand and 1.3 million for the three months ended March 31, 2025 and 2024, respectively.

Common stock equivalents represent the dilutive effect of additional common shares issuable upon the assumed vesting or exercise, if applicable, of RSUs and stock options to purchase Valley’s common shares.

Stock options and RSUs with exercise and vesting 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.

Pote ntial anti-dilutive weighted common shares totaled approximately 3.5 million and 6.9 million for the three months ended June 30, 2025 and 2024, respectively, and 798 thousand and 6.0 million for the six months ended June 30, 2025 and 2024, respectively.

Accumulated Other Comprehensive Loss

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three months ended March 31, 2025 and 2024:

The following tables present the after-tax changes in the balances of each component of accumulated other comprehensive loss for th e three and six months ended June 30, 2025 and 2024:

Components of Accumulated Other Comprehensive Loss Total

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(in thousands)

December 31, 2024 $ ( 133,898 ) $ 1,245 $ ( 22,681 ) $ ( 155,334 )

March 31, 2025 $ ( 106,686 ) $ 1,027 $ ( 22,593 ) $ ( 128,252 )

Other comprehensive income before reclassification 8,496 — — 8,496

1 unchanged sentence

Other comprehensive income (loss), net 8,496 ( 221 ) 88 8,363

June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )

March 31, 2024 $ ( 125,707 ) $ 1,892 $ ( 33,033 ) $ ( 156,848 )

Other comprehensive loss before reclassification ( 5,600 ) — — ( 5,600 )

Amounts reclassified to earnings 8 ( 210 ) 37 ( 165 )

Other comprehensive (loss) income, net ( 5,592 ) ( 210 ) 37 ( 5,765 )

June 30, 2024 $ ( 131,299 ) $ 1,682 $ ( 32,996 ) $ ( 162,613 )

Components of Accumulated Other Comprehensive Loss Total

Comprehensive

Unrealized Gains

and Losses on

AFS Securities Unrealized Gains

and Losses on

Derivatives Defined Benefit

Pension and Postretirement Benefit Plans

(in thousands)

December 31, 2024 $ ( 133,898 ) $ 1,245 $ ( 22,681 ) $ ( 155,334 )

Other comprehensive income before reclassification 35,708 — — 35,708

Amounts reclassified to earnings — ( 439 ) 176 ( 263 )

Other comprehensive income (loss), net 35,708 ( 439 ) 176 35,445

June 30, 2025 $ ( 98,190 ) $ 806 $ ( 22,505 ) $ ( 119,889 )

December 31, 2023 $ ( 115,502 ) $ 2,114 $ ( 33,068 ) $ ( 146,456 )

Other comprehensive loss before reclassification ( 15,805 ) — — ( 15,805 )

1 unchanged sentence

Other comprehensive (loss) income, net ( 15,797 ) ( 432 ) 72 ( 16,157 )

March 31, 2024 $ ( 125,707 ) $ 1,892 $ ( 33,033 ) $ ( 156,848 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three months ended March 31, 2025 and 2024:

June 30, 2024 $ ( 131,299 ) $ 1,682 $ ( 32,996 ) $ ( 162,613 )

The following table presents amounts reclassified from each component of accumulated other comprehensive loss on a gross and net of tax basis for the three and six months ended June 30, 2025 and 2024:

Amounts Reclassified from

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

Components of Accumulated Other Comprehensive Loss 2025 2024 2025 2024 Income Statement Line Item

(in thousands)

Unrealized gains on derivatives (cash flow hedges) before tax $ 301 $ 298 Included in interest income.

Unrealized losses on AFS securities before tax $ — $ ( 11 ) $ — $ ( 11 ) (Losses) gains on securities transactions, net

Tax effect — 3 — 3

Total net of tax — ( 8 ) — ( 8 )

Unrealized gains on derivatives (cash flow hedges) before tax $ 304 $ 299 $ 605 $ 597 Interest and fees on loans

Tax effect ( 83 ) ( 89 ) ( 166 ) ( 165 )

Total net of tax 221 210 439 432

Defined benefit pension and postretirement benefit plans:

Amortization of actuarial net loss ( 121 ) ( 49 ) Included in the computation of net periodic pension cost recognized within other non-interest expense.

Amortization of actuarial net loss ( 121 ) ( 50 ) ( 242 ) ( 99 ) Other non-interest expense

Tax effect 33 13 66 27

7 unchanged sentences

2025-01 amended the effective date of ASU No.

2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

2024-03 to require all public business entities to adopt the new guidance for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal

years beginning after December 15, 2027.

Early adoption and retrospective application are permitted.

9 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis

The following tables present the assets and liabilities that are measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial condition at March 31, 2025 and December 31, 2024.

The assets presented under “non-recurring fair value measurements” in the tables 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).

67 unchanged sentences

Total $ 162,026 $ — $ 8,750 $ 153,276

(1) Represents residential mortgage originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 8.3 million and $ 16.8 million at March 31, 2025 and December 31, 2024, respectively.

(1) Represents residential mortgage loans originated for sale that are carried at fair value and had contractual unpaid principal balances totaling $ 8.9 million and $ 16.8 million at June 30, 2025 and December 31, 2024, respectively.

(2) Derivative financial instruments are included in this category.

23 unchanged sentences

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 mortgages.

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at March 31, 2025 and December 31, 2024 based on the short duration these assets were held and their credit quality.

Non-performance risk did not materially impact the fair value of mortgage loans held for sale at June 30, 2025 and December 31, 2024 based on the short duration these assets were held and their credit quality.

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 SOFR curve, at March 31, 2025 and December 31, 2024.

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 March 31, 2025 and December 31, 2024), is determined based on the current market prices for similar instruments.

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 June 30, 2025 and December 31, 2024), is determined based on the current market prices for similar instruments.

The fair value of a credit default swap related to a portion of Valley's automobile loan portfolio is based on estimated discounted cash flows that incorporate market data for auto credit loss forecasts and anticipated cash outflows for the instrument's premium payments.

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 March 31, 2025 and December 31, 2024.

The credit valuation adjustments were not significant to the overall valuation of Valley’s derivatives at June 30, 2025 and December 31, 2024.

See Note 12 for additional details on Valley's derivatives.

6 unchanged sentences

Fair value was determined based on a non-binding sale agreement selected by Valley in the bidding process.

During 2024, an additional $ 1.2 million write-down was recorded to earnings to reflect the loan's current estimated fair value of $ 8.8 million at December 31, 2024 and March 31, 2025.

During the three months ended March 31, 2025, Valley transferred a non-performing construction loan totaling $ 10.2 million, net of $ 638 thousand charge-offs to the allowance for loan losses, to loans held for sale.

During 2024, an additional $ 1.2 million write-down was recorded to earnings to reflect the loan's current estimated fair value of $ 8.8 million at December 31, 2024 and June 30, 2025.

During the six months ended June 30, 2025, Valley transferred a non-performing construction loan totaling $ 10.2 million, net of $ 638 thousand charge-offs to the allowance for loan losses, to loans held for sale.

The fair value of the loan was determined using Level 2 inputs, including bids to purchase from multiple third-parties.

5 unchanged sentences

Certain real estate appraisals may be discounted based on specific market data by location and property type.

At March 31, 2025, 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.

Collateral dependent loans with a total amortized cost of $ 142.9 million, (including taxi medallion loans totaling $ 49.2 million), were reduced by specific allowance for loan losses allocations totaling $ 61.4 million to a reported total net carrying amount of $ 81.5 million at March 31, 2025.

At June 30, 2025, 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.

Collateral dependent loans with a total amortized cost of $ 199.7 million (including taxi medallion loans totaling $ 48.6 million), were reduced by specific allowance for loan loss allocations totaling $ 55.4 million to a reported total net carrying amount of $ 144.3 million at June 30, 2025.

Foreclosed assets .

2 unchanged sentences

If further declines in the estimated fair value of an asset occur, the a sset 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 March 31, 2025 and December 31, 2024.

The re-measurement of foreclosed assets at fair value subsequent to their initial recognition resulted in $ 2.9 million of losses for the three and six months ended June 30, 2025 included in non-interest expense and related to one other real estate owned property.

There were no write-downs of foreclosed assets during three and six months ended June 30, 2024.

There were no adjustments to the appraisals of foreclosed assets at June 30, 2025 and December 31, 2024.

Other Fair Value Disclosures

8 unchanged sentences

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.

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 March 31, 2025 and December 31, 2024 were as follows:

Hierarchy March 31, 2025 December 31, 2024

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 June 30, 2025 and December 31, 2024 were as follows:

Hierarchy June 30, 2025 December 31, 2024

Amount Fair Value Carrying

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(1) Represents equity securities without a readily determinable fair value, which are measured based on the price at which the investment was acquired plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments.

Total changes in the valuation of equity securities for the three months ended March 31, 2025 and for the year ended December 31, 2024, respectively, were immaterial.

Total changes in the valuation of equity securities were immaterial for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.

(2) The carrying amount is presented gross without the allowance for credit losses.

3 unchanged sentences

Equity Securities

Equity securities totaled $ 74.4 million and $ 71.5 million at March 31, 2025 and December 31, 2024, respectively.

Equity securities totaled $ 77.4 million and $ 71.5 million at June 30, 2025 and December 31, 2024, respectively.

See Note 5 for further details on equity securities.

Available for Sale Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of AFS debt securities at March 31, 2025 and December 31, 2024 were as follows:

The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities at June 30, 2025 and December 31, 2024 were as follows:

Losses Fair Value

(in thousands)

March 31, 2025

June 30, 2025

Treasury securities $ 322,493 $ — $ ( 24,423 ) $ 298,070

17 unchanged sentences

Total $ 3,552,273 $ 4,063 $ ( 186,612 ) $ 3,369,724

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 14.7 million and $ 13.1 million at March 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at March 31, 2025 and December 31, 2024 were as follows:

Accrued interest on investments , which is excluded from the amortized cost of AFS debt securities, totaled $ 15.4 million and $ 13.1 million at June 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

The age of unrealized losses and fair value of the related AFS debt securities at June 30, 2025 and December 31, 2024 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Treasury securities $ — $ — $ 298,070 $ ( 24,423 ) $ 298,070 $ ( 24,423 )

21 unchanged sentences

Total $ 1,483,442 $ ( 22,242 ) $ 1,126,912 $ ( 164,370 ) $ 2,610,354 $ ( 186,612 )

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 677 and 726 at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 902.5 million.

Within the AFS debt securities portfolio, the total number of security positions in an unrealized loss position was 661 and 726 at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law, was $ 1.0 billion.

Contractual Maturities

The contractual maturities of AFS debt securities at March 31, 2025 are set forth in the following table.

The contractual maturities of AFS debt securities at June 30, 2025 are set forth in the following table.

Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

Residential mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties.

March 31, 2025

June 30, 2025

(in thousands)

5 unchanged sentences

Total $ 4,030,097 $ 3,896,205

The weighted average remaining expected life for residential mortgage-backed securities AFS was 9.42 years at March 31, 2025.

The weighted average remaining expected life for AFS residential mortgage-backed securities was 8.39 years at June 30, 2025.

Impairment Analysis of Available For Sale Debt Securities

3 unchanged sentences

AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis.

Valley also evaluated AFS debt securities that were in an unrealized loss position as of March 31, 2025 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.

Based on a comparison of the present value of expected cash flows to the amortized cost, th ere was no impairment recognized during the three months ended March 31, 2025 and 2024 .

Valley also evaluated AFS debt securities that were in an unrealized loss position as of June 30, 2025 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.

Based on a comparison of the present value of expected cash flows to the amortized cost, th ere was no impairment recognized during the three and six months ended June 30, 2025 and 2024 .

Valley does not intend to sell any of its AFS debt securities in an unrealized loss position 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 March 31, 2025.

As a result, there was no allowance for credit los ses for AFS debt securities at March 31, 2025 and December 31, 2024.

None of the AFS debt securities were past due as of June 30, 2025.

As a result, there was no allowance for credit losses f or AFS debt securities at June 30, 2025 and December 31, 2024.

Held to Maturity Debt Securities

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at March 31, 2025 and December 31, 2024 were as follows:

The amortized cost, gross unrealized gains and losses and fair value of HTM debt securities at June 30, 2025 and December 31, 2024 were as follows:

Losses Fair Value Allowance for Credit Losses Net Carrying Value

(in thousands)

March 31, 2025

June 30, 2025

Treasury securities $ 25,095 $ — $ ( 16 ) $ 25,079 $ — $ 25,095

20 unchanged sentences

Total $ 3,532,220 $ 2,107 $ ( 506,043 ) $ 3,028,284 $ 647 $ 3,531,573

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 12.1 million and $ 13.0 million at March 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Accrued interest on investments , which is excluded from the amortized cost of HTM debt securities, totaled $ 13.0 million at both June 30, 2025 and December 31, 2024, 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 (as shown in the table above).

The age of unrealized losses and fair value of related HTM debt securities at March 31, 2025 and December 31, 2024 were as follows:

The age of unrealized losses and fair value of related HTM debt securities at June 30, 2025 and December 31, 2024 were as follows:

Less than 12 Months More than 12 Months Total

3 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Treasury securities $ 25,079 $ ( 16 ) $ — $ — $ 25,079 $ ( 16 )

24 unchanged sentences

Total $ 328,108 $ ( 3,761 ) $ 2,492,592 $ ( 502,282 ) $ 2,820,700 $ ( 506,043 )

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 743 and 798 at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, 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 $ 1.2 billion.

Within the HTM securities portfolio, the total number of security positions in an unrealized loss position was 737 and 798 at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the fair value of HTM debt securities that were pledged to secure public deposits, repurchase agreements, lines of credit, and for other purposes required by law was $ 1.2 billion.

Contractual Maturities

The contractual maturities of investments in HTM debt securities at March 31, 2025 are set forth in the table below.

The contractual maturities of investments in HTM debt securities at June 30, 2025 is set forth in the table below.

Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

March 31, 2025

June 30, 2025

(in thousands)

5 unchanged sentences

Total $ 3,531,561 $ 3,088,401

The weighted-average remaining expected life for residential mortgage-backed securitie s HTM was 10.22 years at March 31, 2025.

The weighted-average remaining expected life for HTM residential mortgage-backed securitie s was 9.13 years at June 30, 2025.

Credit Quality Indicators

Valley monitors the credit quality of the HTM debt securities utilizing the most c urrent credit ratings from external rating agencies.

The following table summarizes the amortized cost of HTM debt securities by external credit rating at March 31, 2025 and December 31, 2024.

The following table summarizes the amortized cost of HTM debt securities by external credit rating at June 30, 2025 and December 31, 2024.

AAA/AA/A Rated BBB rated Non-rated Total

(in thousands)

March 31, 2025

June 30, 2025

Treasury securities $ 25,095 $ — $ — $ 25,095

22 unchanged sentences

Obligations of states and political subdivisions include municipal bonds and revenue bonds issued by various municipal corporations.

At March 31, 2025, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

At June 30, 2025, most of the obligations of states and political subdivisions were rated investment grade and a large portion of the “non-rated” category included municipal bonds secured by Ginnie Mae securities.

Trust preferred securities consist of non-rated single-issuer securities issued by bank holding companies.

6 unchanged sentences

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.

The following table details the activity in the allowance for credit losses for HTM securities for the three months ended March 31, 2025 and 2024:

The following table details the activity in the allowance for credit losses for HTM securities for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

Beginning balance $ 633 $ 1,131 $ 647 $ 1,205

Credit for credit losses ( 14 ) ( 74 )

Provision (credit) for credit losses 4 ( 41 ) ( 10 ) ( 115 )

Ending balance $ 637 $ 1,090 $ 637 $ 1,090

1 unchanged sentence

Loans and Allowance for Credit Losses for Loans

The details of the loan portfolio as of March 31, 2025 and December 31, 2024 were as follows:

March 31, 2025 December 31, 2024

The details of the loan portfolio as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025 December 31, 2024

(in thousands)

10 unchanged sentences

Total loans $ 49,391,420 $ 48,799,711

Total loans include net unearned discounts and deferred loan fees of $ 30.1 million and $ 45.3 million at March 31, 2025 and December 31, 2024, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 205.3 million and $ 208.9 million at March 31, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Total loans include net unearned discounts and deferred loan fees of $ 21.5 million and $ 45.3 million at June 30, 2025 and December 31, 2024, respectively.

Accrued interest on loans , which is excluded from the amortized cost of loans held for investment, totaled $ 206.2 million and $ 208.9 million at June 30, 2025 and December 31, 2024, respectively, and is presented within total accrued interest receivable on the consolidated statements of financial condition.

Loans Portfolio Sales and Transfers to Loans Held for Sale

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Under certain circumstances, Valley may decide to sell loans that were not originated with the intent to sell.

During the three months ended March 31, 2025, Valley transferred a non-performing construction loan totaling

$ 10.2 million, net of $ 638 thousand charge-offs, from the held for investment loan portfolio to loans held for sale.

During the six months ended June 30, 2025, Valley transferred a non-performing construction loan totaling $ 10.2 million, net of $ 638 thousand charge-offs, from the held for investment loan portfolio to loans held for sale.

See Note 5 for further details.

During the three months ended March 31, 2024, Valley completed the sale of its commercial premium finance lending business for $ 96.8 million.

During the six months ended June 30, 2024, Valley completed the sale of its commercial premium finance lending business for $ 96.8 million.

This asset sale included $ 95.5 million of assets, mainly consisting of $ 93.6 million of loans, and $ 2.8 million of related liabilities.

The transaction generated a $ 3.6 million net gain for the first quarter 2024.

There w ere no other transfers or sales of loans from the held for investment portfolio during the three months ended March 31, 2025 and 2024.

The transaction generated a $ 3.6 million net gain for the six months ended June 30, 2024.

There w ere no other transfers or sales of loans from the held for investment portfolio during the three and six months ended June 30, 2025 and 2024.

Credit Risk Management

6 unchanged sentences

Credit Quality

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at March 31, 2025 and December 31, 2024:

The following table presents past due, current, and non-accrual loans without an allowance for loan losses by loan portfolio class at June 30, 2025 and December 31, 2024:

Past Due and Non-Accrual Loans

6 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Commercial and industrial

40 unchanged sentences

Risk ratings are updated any time the situation warrants.

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at March 31, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the three months ended March 31, 2025 and for the year ended December 31, 2024:

The following table presents the internal loan classification risk by loan portfolio class by origination year based on the most recent analysis performed at June 30, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2025 and for the year ended December 31, 2024:

Amortized Cost Basis by Origination Year

March 31, 2025 2025 2024 2023 2022 2021 Prior to 2021

June 30, 2025 2025 2024 2023 2022 2021 Prior to 2021

Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

40 unchanged sentences

For residential mortgages, home equity, automobile 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 March 31, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the three months ended March 31, 2025 and for the year ended December 31, 2024:

The following table presents the amortized cost in those loan classes based on payment activity by origination year as of June 30, 2025 and December 31, 2024, as well as the gross loan charge-offs by year of origination for the six months ended June 30, 2025 and for the year ended December 31, 2024:

Amortized Cost Basis by Origination Year

March 31, 2025 2025 2024 2023 2022 2021 Prior to 2021

June 30, 2025 2025 2024 2023 2022 2021 Prior to 2021

Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Total

40 unchanged sentences

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.

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at March 31, 2025 that were modified during the three months ended March 31, 2025 and 2024, disaggregated by class of financing receivable and type of modification.

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty at June 30, 2025 that were modified during the three and six months ended June 30, 2025 and 2024, disaggregated by class of financing receivable and type of modification.

Term extension Term extension and interest rate reduction Term extension and principal forgiveness Other than Insignificant Payment Delay Total % of Total Loan Class

1 unchanged sentence

Three Months Ended

March 31, 2025

June 30, 2025

Commercial and industrial $ 8,306 $ — $ — $ — $ 8,306 0.08 %

2 unchanged sentences

Three Months Ended

March 31, 2024

June 30, 2024

Commercial and industrial $ 45,807 $ — $ — $ — $ 45,807 0.48 %

Commercial real estate 180 — — — 180 —

Home equity 91 — — — 91 0.02

Residential mortgage 898 — — — 898 0.02

Total $ 46,885 $ — $ — $ — $ 46,885 0.10 %

The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2025 and 2024:

Six Months Ended

June 30, 2025

Commercial and industrial $ 10,304 $ — $ — $ 5,610 $ 15,914 0.15 %

Commercial real estate 10,413 4,008 20,760 396 35,577 0.14

Total $ 20,717 $ 4,008 $ 20,760 $ 6,006 $ 51,491 0.10 %

Six Months Ended

June 30, 2024

Commercial and industrial $ 79,953 $ 138 $ — $ — $ 80,091 0.84 %

Commercial real estate 224 16,221 — — 16,445 0.06

Residential mortgage 898 — — — 898 0.02

Total $ 81,075 $ 16,359 $ — $ — $ 97,434 0.19 %

The following table describes the types of modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024:

Weighted Average Interest Rate Reduction Weighted Average Term Extension (in months) Principal Forgiveness (in thousands) Weighted Average Payment Deferral (in months)

Three Months Ended

March 31, 2025

June 30, 2025

Commercial and industrial — % 18 $ — —

1 unchanged sentence

Three Months Ended

March 31, 2024

June 30, 2024

Commercial and industrial — % 11 $ — —

Commercial real estate — 2 — —

Residential mortgage — 50 — —

Six Months Ended

June 30, 2025

Commercial and industrial — % 17 $ — 6

Commercial real estate 5.50 26 17,500 * 6

Six Months Ended

June 30, 2024

Commercial and industrial 1.11 % 8 $ — —

Commercial real estate 1.06 12 — —

Residential mortgage — 50 — —

Home equity — 120 — —

1 unchanged sentence

Valley closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table presents the aging analysis of loans that have been modified within the previous 12 months at March 31, 2025 and 2024.

The following table presents the aging analysis of loans that have been modified within the previous 12 months at June 30, 2025 and 2024.

Current 30-89 Days Past Due 90 Days or More Past Due Total

March 31, 2025 ($ in thousands)

June 30, 2025 ($ in thousands)

Commercial and industrial $ 75,699 * $ — $ — $ 75,699

3 unchanged sentences

Total $ 327,035 $ — $ 95 $ 327,130

March 31, 2024

June 30, 2024

Commercial and industrial $ 92,728 * $ 96 $ — $ 92,824

4 unchanged sentences

* Includes non-accrual loans.

T he following table provides the amortized cost basis of financing receivables that had a payment default during the three months ended March 31, 2025 and 2024 and were modified in the 12 months before default to borrowers experiencing financial difficulty.

March 31, 2025 Term extension Other than Insignificant Payment Delay

(in thousands)

Commercial real estate $ 46 $ —

T he following table provides the amortized cost basis of financing receivables that had a payment default and were modified in the 12 months before default to borrowers experiencing financial difficulty.

June 30, 2025 Term extension

Six Months Ended June 30, 2024 (in thousands)

Residential mortgage $ 898

Total $ 46 $ 95

March 31, 2024

Commercial and industrial $ 7,096 $ —

Total $ 7,096 $ —

Loans in process of foreclosure.

OREO balance totaled $ 7.7 million and $ 12.2 million at March 31, 2025 and December 31, 2024, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 4.3 million and $ 4.6 million at March 31, 2025 and December 31, 2024, respectively.

OREO balance totaled $ 4.8 million and $ 12.2 million at June 30, 2025 and December 31, 2024, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $ 3.7 million and $ 4.6 million at June 30, 2025 and December 31, 2024, respectively.

Collateral dependent loans.

1 unchanged sentence

When Valley determines that repayment or satisfaction of the loan depends on the sale of the collateral, 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.

The following table presents collateral dependent loans by class as of March 31, 2025 and December 31, 2024:

The following table presents collateral dependent loans by class as of June 30, 2025 and December 31, 2024:

2025 December 31,

8 unchanged sentences

Total $ 326,988 $ 329,702

* Include non-accrual loans collateralized by taxi medallions totaling $ 49.2 million and $ 49.5 million at March 31, 2025 and December 31, 2024, respectively.

* Includes non-accrual loans collateralized by taxi medallions totaling $ 48.6 million and $ 49.2 million at June 30, 2025 and December 31, 2024, respectively.

Allowance for Credit Losses for Loans

The allowance for credit losses for loans consists of the allowance for loan losses and the allowance for unfunded credit commitments.

The following table summarizes the ACL for loans at March 31, 2025 and December 31, 2024:

The following table summarizes the ACL for loans at June 30, 2025 and December 31, 2024:

2025 December 31,

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

Provision for loan losses $ 39,129 $ 86,901 $ 100,428 $ 133,624

Provision (credit) for unfunded credit commitments 1,376 ( 1,449 )

(Credit) provision for unfunded credit commitments ( 1,334 ) ( 4,790 ) 42 ( 6,239 )

Total provision for credit losses for loans $ 37,795 $ 82,111 $ 100,470 $ 127,385

The following table details the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2025 and 2024:

The following table details the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2025 and 2024:

and Industrial Commercial

3 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

Allowance for loan losses:

2 unchanged sentences

Charged-off loans recovered 2,789 643 37 773 4,242

Net (charge-offs) recoveries ( 27,646 ) ( 13,174 ) 168 ( 1,297 ) ( 41,949 )

Net charge-offs ( 22,400 ) ( 13,980 ) ( 9 ) ( 1,440 ) ( 37,829 )

Provision (credit) for loan losses 11,115 27,297 ( 67 ) 784 39,129

1 unchanged sentence

Three Months Ended

March 31, 2024

June 30, 2024

Allowance for loan losses:

5 unchanged sentences

Ending balance $ 149,243 $ 301,093 $ 47,697 $ 21,277 $ 519,310

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 at March 31, 2025 and December 31, 2024.

Six Months Ended

June 30, 2025

Allowance for loan losses:

Beginning balance $ 173,002 $ 304,148 $ 58,895 $ 22,805 $ 558,850

Loans charged-off ( 53,645 ) ( 28,046 ) ( 46 ) ( 4,353 ) ( 86,090 )

Charged-off loans recovered 3,599 892 205 1,616 6,312

Net (charge-offs) recoveries ( 50,046 ) ( 27,154 ) 159 ( 2,737 ) ( 79,778 )

Provision (credit) for loan losses 50,459 57,985 ( 10,224 ) 2,208 100,428

Ending balance $ 173,415 $ 334,979 $ 48,830 $ 22,276 $ 579,500

Six Months Ended

June 30, 2024

Allowance for loan losses:

Beginning balance $ 133,359 $ 249,598 $ 42,957 $ 20,166 $ 446,080

Loans charged-off ( 29,014 ) ( 31,154 ) — ( 3,071 ) ( 63,239 )

Charged-off loans recovered 1,424 391 30 1,000 2,845

Net (charge-offs) recoveries ( 27,590 ) ( 30,763 ) 30 ( 2,071 ) ( 60,394 )

Provision for loan losses 43,474 82,258 4,710 3,182 133,624

Ending balance $ 149,243 $ 301,093 $ 47,697 $ 21,277 $ 519,310

Commercial and Industrial Commercial

2 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Allowance for loan losses:

14 unchanged sentences

Goodwill and Other Intangible Assets

The carrying amounts of goodwill allocated to Valley's reporting units at both March 31, 2025 and December 31, 2024, were as follows:

The carrying amounts of goodwill allocated to Valley's reporting units at both June 30, 2025 and December 31, 2024, were as follows:

Reporting Unit *

5 unchanged sentences

* The Wealth Management and Consumer Banking reporting units are both components of the overall Consumer Banking operating segment, which is further described in Note 15 .

During the three months ended March 31, 2025 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no imp airment of goodwill recognized during the three months ended March 31, 2025 and 2024.

The following table summarizes other intangible assets as of March 31, 2025 and December 31, 2024:

During the second quarter 2025, Valley performed the annual goodwill impairment test at its normal assessment

date, which resulted in no impairment of goodwill.

During the six months ended June 30, 2025 , there were no triggering events that would more likely than not reduce the fair value of any reporting unit below its carrying amount.

There was no imp airment of goodwill recognized during the three and six months ended June 30, 2025 and 2024.

The following table summarizes other intangible assets as of June 30, 2025 and December 31, 2024:

Assets Accumulated

1 unchanged sentence

(in thousands)

March 31, 2025

June 30, 2025

Loan servicing rights $ 127,325 $ ( 106,685 ) $ 20,640

11 unchanged sentences

Impairment charges on loan servicing rights are recognized in earnings when the book value of a stratified group of loan servicing rights exceeds its estimated fair value.

There was no impairment of loan servicing rights recognized during the three months ended March 31, 2025 and 2024.

There was no impairment of loan servicing rights recognized during the three and six months ended June 30, 2025 and 2024.

Core deposits are amortized using an accelerated method over a period of 10.0 years.

1 unchanged sentence

Valley evaluates core deposits and other intangibles for impairment when an indication of impairment exists.

There was no impairment of core deposits and other intangibles recognized during the three months ended March 31, 2025 and 2024.

There was no impairment of core deposits and other intangibles recognized during the three and six months ended June 30, 2025 and 2024.

The following table presents the estimated future amortization expense of other intangible assets for the remainder of 2025 through 2029:

7 unchanged sentences

2029 1,692 7,500 3,081

Valley recognized amortization expense on other intangible assets totaling approximately $ 8.0 million and $ 9.4 million for the three months ended March 31, 2025 and 2024, respectively.

Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.4 billion at both March 31, 2025 and December 31, 2024.

The scheduled maturities of time deposits as of March 31, 2025 were as follows:

Valley recognized amortization expense on other intangible assets totaling approximately $ 7.4 million and $ 8.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 15.4 million and $ 18.0 million for the six months ended June 30, 2025 and 2024, respectively.

Included in time deposits are certificates of deposit over $250 thousand totaling $ 2.5 billion and $ 2.4 billion at June 30, 2025 and December 31, 2024, respectively.

The scheduled maturities of time deposits as of June 30, 2025 were as follows:

(in thousands)

6 unchanged sentences

Short-Term Borrowings

Short-term borrowings at March 31, 2025 and December 31, 2024 consisted of the following:

March 31, 2025 December 31, 2024

Short-term borrowings at June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025 December 31, 2024

(in thousands)

FHLB advances $ 100,000 $ —

Securities sold under agreements to repurchase 62,244 72,718

1 unchanged sentence

Long-Term Borrowings

Long-term borrowings at March 31, 2025 and December 31, 2024 consisted of the following:

March 31, 2025 December 31, 2024

Long-term borrowings at June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Total long-term borrowings $ 2,903,091 $ 3,174,155

* Subordinated debt is reported net of debt issuance costs that were immaterial at both March 31, 2025 and December 31, 2024.

* Subordinated debt is reported net of debt issuance costs that were immaterial at both June 30, 2025 and December 31, 2024.

FHLB advances.

Long-term FHLB advances had a weighted average interest rate of 4.47 percent and 4.20 percent at March 31, 2025 and December 31, 2024, respectively.

Long-term FHLB advances had a weighted average interest rate of 4.42 percent and 4.20 percent at June 30, 2025 and December 31, 2024, respectively.

FHLB advances are secured by pledges of certain eligible collateral, including, but not limited to, U.S.

government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgage and commercial real estate loans.

The long-term FHLB advances at March 31, 2025 are scheduled for contractual balance repayments as follows:

The long-term FHLB advances at June 30, 2025 are scheduled for contractual balance repayments as follows:

(in thousands)

2026 $ 601,804

2027 1,066,800

Total long-term FHLB advances $ 2,463,604

1 unchanged sentence

Subordinated debt.

There were no new issuances of subordinated debt during the three months ended March 31, 2025.

See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at March 31, 2025.

On June 15, 2025, Valley redeemed in full $ 115 million of 5.25 percent fixed-to-floating rate subordinated notes issued in June 2020 and due in June 2030.

The transaction was accounted for as an early debt extinguishment and resulted in a $ 922 thousand pre-tax loss reported within non-interest expense for the second quarter 2025.

Valley also repaid $ 100 million of 4.55 percent fix rate subordinated notes that matured on June 30, 2025.

There were no new issuances or other maturities, calls or principal repayments of subordinated debt during the six months ended June 30, 2025.

See Note 10 in Valley’s Annual Report for additional information on the outstanding subordinated debt at June 30, 2025.

Stock–Based Compensation

Valley maintains an incentive compensation plan to provide additional long-term incentives to officers, employees and non- employee directors whose contributions are essential to the continued growth and success of Valley.

Under the plan, Valley may issue awards in amounts up to 14.5 million, subject to certain adjustments.

As of March 31, 2025, 6.9 million shares of common stock were available for issuance under the plan.

Valley maintains an incentive compensation plan to provide long-term incentives to officers, employees and non-employee directors whose contributions are essential to the continued growth and success of Valley.

Under the plan, Valley may issue awards in amounts up to 14.5 million shares, subject to certain adjustments.

As of June 30, 2025, 6.8 million shares of common stock were available for issuance under the plan.

RSUs are awarded as performance-based RSUs and time-based RSUs.

4 unchanged sentences

Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.

The table below summarizes RSU awards granted and average grant date fair values for the three months ended March 31, 2025 and 2024:

The table below summarizes RSU awards granted and average grant date fair values for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands, except per share data)

6 unchanged sentences

Stock award fair values are expensed over the shorter of the vesting or required service period.

Valley recorded total stock-based compensation expense of approximately $ 6.8 million and $ 8.1 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 51.7 million.

Valley recorded total stock-based compensation expense of approximately $ 6.8 million and $ 7.6 million for the three months ended June

30, 2025 and 2024, respectively, and $ 13.6 million and $ 15.7 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $ 49.6 million.

This expense will be recognized over an average remaining vesting period of approximately 2.2 years.

23 unchanged sentences

Changes in the fair value in credit derivatives are recognized directly in earnings.

At March 31, 2025, Valley had 61 credit swaps with an aggregate notional amount of $ 855.7 million related to risk participation agreements.

At March 31, 2025, Valley had 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.

At June 30, 2025, Valley had 63 credit swaps with an aggregate notional amount of $ 946.9 million related to risk participation agreements.

At June 30, 2025, Valley had 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 and, therefore, provide an effective economic hedge.

1 unchanged sentence

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.

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.

Valley enters into 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.

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.

During June 2024, Valley entered into a credit default swap related to approximately $ 1.5 billion in automobile loans primarily to enhance the risk profile of these assets for regulatory capital purposes.

The covered loans have a total remaining balance of approximately $ 1.0 billion within Valley's $ 2.0 billion automobile loan portfolio at March 31, 2025.

The covered loans have a total remaining balance of $ 874.9 million within Valley's $ 2.2 billion automobile loan portfolio at June 30, 2025.

The credit default swap is a free-standing contract measured at fair value with resulting gains or losses recognized in non-interest expense.

The premium amortization expense associated with the credit protection totaled $ 2.0 million for the three months ended March 31, 2025 and was recorded in other expense reported in non-interest expense.

The premium amortization expense associated with the credit protection totaled $ 1.8 million and $ 3.8 million for the three and six months ended June 30, 2025 and was recorded in other expense reported in non-interest expense.

Amounts included in the consolidated statements of financial condition related to the fair value of Valley’s derivative financial instruments were as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Fair Value Fair Value

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

Amount of gain reclassified from accumulated other comprehensive loss to interest income $ 304 $ 299 $ 605 $ 597

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 1.0 million and $ 1.2 million at March 31, 2025 and December 31, 2024, respectively.

Valley estimates that $ 1.0 million (before tax) will be reclassified as an increase to interest income over the next 12 months.

The accumulated after-tax gains related to the previously terminated cash flow hedges included in accumulated other comprehensive loss were $ 806 thousand and $ 1.2 million at June 30, 2025 and December 31, 2024, respectively.

Valley estimates that $ 875 thousand (before tax) will be reclassified as an increase to interest income over the next 12 months.

Gains (losses) included in the consolidated statements of income related to interest rate derivatives designated as hedges of fair value were as follows:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

6 unchanged sentences

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 item 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 item at March 31, 2025 and December 31, 2024, respectively.

Line Item in the Statement of Financial Condition 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)

March 31, 2025

June 30, 2025

Time deposits $ 484,218 $ 3,914

3 unchanged sentences

Long-term borrowings * 284,966 ( 13,859 )

* Net carrying amount includes unamortized debt issuance costs of $ 1.0 million and $ 1.2 million at March 31, 2025 and December 31, 2024, respectively.

* Net carrying amount includes unamortized debt issuance costs of $ 772 thousand and $ 1.2 million at June 30, 2025 and December 31, 2024, respectively.

The net losses included in the consolidated statements of income related to derivative instruments not designated as hedging instruments were as follows:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

1 unchanged sentence

Other non-interest expense $ ( 1,930 ) $ ( 1,781 ) $ ( 4,989 ) $ ( 726 )

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 5.8 million and $ 4.5 million for the three months ended March 31, 2025 and 2024, respectively.

Capital markets income reported in non-interest income included fee income related to non-designated hedge derivative interest rate swaps executed with commer cial loan customers and foreign exchange contracts (not designated as hedging instruments) with a combined total of $ 8.3 million and $ 6.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 14.0 million and $ 11.3 million for the six months ended June 30, 2025 and 2024, respectively.

Collateral Requirements and Credit Risk Related Contingent Features .

1 unchanged sentence

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.

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.

2 unchanged sentences

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 March 31, 2025, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The aggregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at March 31, 2025.

As of June 30, 2025, Valley was in compliance with all of the provisions of its derivative counterparty agreements.

The aggregate fair value of all derivative financial instruments with credit risk-related contingent features was in a net asset position at June 30, 2025.

Valley has derivative counterparty agreements that require minimum collateral posting thresholds for certain counterparties.

11 unchanged sentences

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 eligible for offset in the consolidated statements of financial condition as of March 31, 2025 and December 31, 2024.

The table below presents information about Valley’s financial instruments eligible for offset in the consolidated statements of financial condition as of June 30, 2025 and December 31, 2024.

Gross Amounts Not Offset

6 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Interest rate swaps and other contracts $ 203,406 $ — $ 203,406 $ 92,986 $ ( 241,945 ) $ 54,447

5 unchanged sentences

Tax Credit Investments

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.

Valley’s tax credit investments are primarily related to investments promoting qualified affordable housing projects and other investments related to community development.

Some of these tax-advantaged investments support Valley’s regulatory compliance with the CRA.

5 unchanged sentences

After initial measurement, the carrying amounts of tax credit investments with non-readily determinable fair values are increased to reflect Valley's share of income of the investee and are reduced to reflect its share of losses of the investee, dividends received and impairments, if applicable.

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments, and related unfunded commitments at March 31, 2025 and December 31, 2024:

The following table presents the balances of Valley’s affordable housing tax credit investments, other tax credit investments at June 30, 2025 and December 31, 2024:

2025 December 31,

4 unchanged sentences

Total tax credit investments, net $ 380,375 $ 301,210

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three months ended March 31, 2025 and 2024:

The following table presents other information relating to Valley’s affordable housing tax credit investments and other tax credit investments for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

15 unchanged sentences

Valley regularly assesses its strategic plans, operations, and reporting structures to identify its reportable segment s.

No changes to the operating segments were determined necessary during the three months ended March 31, 2025.

No changes to the operating segments were determined necessary during the six months ended June 30, 2025.

The Consumer Banking segment is mainly comprised of residential mortgages and automobile loans, and to a lesser extent, secured personal lines of credit, home equity loans and other consumer loans.

4 unchanged sentences

The Commercial Banking segment is comprised of floating rate and adjustable rate commercial and industrial loans and construction loans, as well as adjustable and fixed rate owner occupied and commercial real estate loans.

the portfolio’s interest rate characteristics, Commercial Banking is Valley’s operating segment that is most sensitive to movements in market interest rates.

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.

2 unchanged sentences

Other non-interest income items and general expenses are allocated from Treasury and Corporate Other to each operating segment utilizing a methodology that involves an allocation of operating and funding costs based on each segment's respective mix of average interest earning assets outstanding for the period, number of deposits, or direct allocation to the segments based on the nature of income and expense.

U nallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, including merger, restructuring and FDIC special assessment charges and income from litigation settlements.

U nallocated items included in Treasury and Corporate Other consist of net gains and losses on AFS and HTM securities transactions, amortization of tax credit investments, as well as other non-core items, including loss on extinguishment of debt, corporate restructuring charges and the FDIC special assessment.

The accounting for each operating 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.

2 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current presentation for each operating segment and Treasury and Corporate Other.

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

The following tables represent the financial data for Valley’s operating segments and Treasury and Corporate Other for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

Banking Commercial

6 unchanged sentences

Net interest income 61,701 339,898 30,809 432,408

Provision (credit) for credit losses ( 8,733 ) 71,408 ( 14 ) 62,661

Provision for credit losses 717 37,078 4 37,799

Net interest income after provision for credit losses 60,984 302,820 30,805 394,609

6 unchanged sentences

Professional and legal fees 3,344 14,191 2,435 19,970

Loss on extinguishment of debt — — 922 922

Other segment items * 12,021 17,337 20,108 49,466

4 unchanged sentences

Net interest margin 2.37 % 3.52 % 1.45 % 3.01 %

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Banking Commercial

21 unchanged sentences

Net interest margin 1.78 % 3.45 % 0.66 % 2.83 %

Six Months Ended June 30, 2025

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 10,428,621 $ 38,416,202 $ 8,379,663 $ 57,224,486

Interest income $ 253,079 $ 1,168,318 $ 168,367 $ 1,589,764

Interest expense 134,357 494,934 107,960 737,251

Net interest income 118,722 673,384 60,407 852,513

(Credit) provision for credit losses ( 8,016 ) 108,486 ( 10 ) 100,460

Net interest income after provision for credit losses 126,738 564,898 60,417 752,053

Non-interest income 66,546 44,001 10,351 120,898

Non-interest expense

Salary and employee benefits expense 64,268 202,163 21,609 288,040

Net occupancy expense 9,477 34,417 7,477 51,371

Technology, furniture, and equipment expense 12,503 40,322 7,738 60,563

FDIC insurance assessment 5,350 19,709 — 25,059

Professional and legal fees 6,243 25,134 4,263 35,640

Loss on extinguishment of debt — — 922 922

Other segment items * 26,307 32,780 40,058 99,145

Total non-interest expense $ 124,148 $ 354,525 $ 82,067 $ 560,740

Income (loss) before income taxes $ 69,136 $ 254,374 $ ( 11,299 ) $ 312,211

Return on average interest earning assets (pre-tax)

1.33 % 1.32 % ( 0.27 ) % 1.09 %

Net interest margin 2.27 % 3.50 % 1.44 % 2.98 %

Six Months Ended June 30, 2024

Banking Commercial

Banking Treasury and Corporate Other Total

($ in thousands)

Average interest earning assets

$ 9,814,532 $ 40,319,214 $ 6,562,128 $ 56,695,874

Interest income $ 232,299 $ 1,310,218 $ 119,605 $ 1,662,122

Interest expense 150,066 616,487 100,336 866,889

Net interest income 82,233 693,731 19,269 795,233

Provision for credit losses 7,892 119,493 ( 115 ) 127,270

Net interest income after provision for credit losses 74,341 574,238 19,384 667,963

Non-interest income 64,733 39,624 8,271 112,628

Non-interest expense

Salary and employee benefits expense 58,434 201,280 22,932 282,646

Net occupancy expense 8,530 34,510 5,535 48,575

Technology, furniture, and equipment expense 13,126 50,004 7,535 70,665

FDIC insurance assessment 4,684 19,242 8,756 32,682

Professional and legal fees 5,204 26,337 2,862 34,403

Other segment items * 25,531 24,848 38,457 88,836

Total non-interest expense $ 115,509 $ 356,221 $ 86,077 $ 557,807

Income (loss) before income taxes $ 23,565 $ 257,641 $ ( 58,422 ) $ 222,784

Return on average interest earning assets (pre-tax)

0.48 % 1.28 % ( 1.78 ) % 0.79 %

Net interest margin 1.67 % 3.44 % 0.59 % 2.80 %

* Other segment items include amortization of intangible assets, amortization of tax credit investments and other general operating expenses.

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-Q

Item 1. Financial Statements